Key Highlights

• Medicus Pharma's Subsidiary SkinJect has entered into a non-binding letter of intent with an undisclosed SPAC for a proposed Business combination

• The LOI contemplates a $135 million pre-money enterprise valuation for SkinJect

• Medicus seeks to retain majority economic and voting ownership in the resulting public entity

• The transaction includes concurrent Equity Financing to support SkinJect's NDA-enabling SKNJCT-005 study in Gorlin syndrome

Medicus Pharma Ltd. (NASDAQ:MDCX), a biotech company focused on advancing therapeutic assets, announced that its wholly-owned subsidiary, Skinject, Inc. ("SkinJect"), has entered into a non-binding letter of intent with an undisclosed Special Purpose Acquisition Company (SPAC) for a proposed business combination. The proposed transaction values SkinJect at $135 million on a pre-money enterprise basis and includes concurrent equity financing to fund the company's clinical development program.

Transaction Structure and Rationale

Under the proposed terms, the SPAC would acquire 100% of SkinJect in exchange for newly issued common shares of the combined company. Medicus intends to retain majority economic and voting ownership in the resulting entity, creating a separately listed company dedicated to SkinJect's operations. Final ownership percentages would depend on the agreed capitalization, including retained SPAC cash, public and sponsor shares, warrants, and other potentially dilutive securities, all of which are subject to negotiation in the definitive agreement.

The structure is designed to provide SkinJect with a dedicated public-market financing platform for its rare-disease dermatology program while preserving Medicus shareholders' participation in the subsidiary's potential future value. Dr. Raza Bokhari, Executive Chairman and CEO of Medicus, described the proposed transaction as a step toward unlocking the value of SkinJect for the company's shareholders through an independent public-market platform.

SkinJect and Its Clinical Development

SkinJect is an investigational dissolvable microneedle-array patch engineered to deliver doxorubicin directly into basal cell carcinoma lesions. Medicus has focused SkinJect's internally sponsored clinical development on Gorlin syndrome, a rare genetic condition characterized by multiple, recurrent basal cell carcinomas that can require ongoing surgical interventions.

The FDA has issued a "Study May Proceed" letter authorizing the initiation of SKNJCT-005, Medicus's planned NDA-enabling registrational Phase 2b study in patients with Gorlin syndrome. The concurrent financing included in the proposed business combination is intended to fund this study and support the preparation and potential submission of a New Drug Application (NDA). SkinJect remains investigational, and any NDA submission or approval would depend on clinical results and regulatory requirements.

Conditions and Timeline

The LOI outlines proposed transaction terms that are largely non-binding, with limited exceptions for certain procedural provisions. Completion of the transaction would be subject to multiple conditions, including satisfactory due diligence, negotiation and execution of definitive agreements, completion of the financing, minimum-cash requirements, board and Shareholder approvals, SEC filings, and stock exchange listing approval. Medicus anticipates completing the proposed business combination during the first half of 2027, though the company has noted there can be no assurance that the transaction will close within that timeframe or at all.

What Lies Ahead

Medicus Pharma's proposed SPAC-based business combination for SkinJect represents an attempt to establish an independent public vehicle for the subsidiary's rare-disease dermatology program. The $135 million valuation and planned concurrent financing could provide SkinJect with the capital needed to advance its NDA-enabling study in Gorlin syndrome. However, with the LOI being non-binding and multiple closing conditions still outstanding, the path to completion remains contingent on further negotiation and regulatory approvals in the months ahead.