Medicus Pharma Ltd SEC Filings

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is marketing a new structured note: “Autocallable Contingent Coupon Equity-Linked Securities Linked to the Worst Performing of Broadcom Inc. (AVGO) and Palo Alto Networks Inc. (PANW), due 26 Jan 2027.” The $1,000-denominated senior unsecured notes offer a contingent coupon rate of at least 10.25% p.a. (paid quarterly at ≥2.5625% per period) but only if, on the relevant valuation date, the worst-performing share closes at or above its coupon barrier of 59% of its initial level. Any skipped coupons can “catch up” if the barrier is later met, but coupons missed through final valuation are permanently forfeited.

Principal repayment is conditional. If the securities are not automatically called, holders receive at maturity:

• $1,000 plus final coupon if the worst-performing share is ≥ its final buffer value (also 59% of initial).
• A fixed number of worst-performing shares (or cash equivalent) if the final level is <59% of initial. This may be worth far less than $1,000 and could be $0 if the share price collapses.

Automatic early redemption (autocall) is possible on any of five quarterly dates starting 16 Oct 2025 if the worst-performing share is ≥ its initial level; investors then receive $1,000 plus the due coupon, ending the trade early and limiting upside.

Key initial terms (set 10 Jul 2025): AVGO initial $275.40, PANW initial $192.07; coupon/ buffer levels fixed at 59% of each. The preliminary estimated value on the pricing date is expected to be ≥$928.50, below the $1,000 issue price, reflecting distribution fees ($12.50) and internal funding spread.

Risks highlighted: (1) up to 100% capital loss if the worst performer drops >41%; (2) no guarantee of any coupon; (3) credit risk of both CGMHI and Citigroup Inc.; (4) liquidity risk—no exchange listing and discretionary secondary market only through CGMI; (5) potential conflicts as CGMI is issuer, underwriter, calculation agent and hedger; (6) complex U.S. tax treatment and potential 30% withholding for non-U.S. investors; (7) estimated value and secondary bid likely well below issue price due to hedging costs and bid–ask spread.

For investors seeking enhanced yield relative to plain-vanilla Citigroup senior debt, the note provides double-digit income potential and 41% downside buffer, but only by taking correlated single-stock equity risk, autocall truncation risk and issuer credit exposure. The security is therefore suitable solely for sophisticated investors who can tolerate equity-level volatility and illiquidity for up to 18 months.

Transaction overview: On July 14, 2025 Medicus Pharma (Nasdaq: MDCX) entered a Warrant Inducement Agreement with an accredited holder. The holder will immediately exercise 1,340,000 existing warrants at $2.80, generating roughly $3.75 million gross proceeds. In exchange, the investor will receive 2,680,000 new five-year warrants exercisable at $3.75; half include a forced-exercise clause if the 10-day VWAP reaches $10.

The company will pay Maxim Group a 6 % cash fee and intends to allocate net proceeds to ongoing clinical trials, working capital and costs linked to its pending Antev Limited acquisition.

Additional financing: Separately, Medicus sold 490,000 common shares to Yorkville under its Standby Equity Purchase Agreement at an average $3.11 per share, raising $1.52 million earmarked partly for debenture pre-payment.

Capital structure impact: The transactions immediately issue 1.34 million shares and could add up to 2.68 million more upon warrant exercise, plus the 0.49 million SEPA shares—an aggregate potential dilution of ~4.51 million shares, or roughly 10 % of the pre-deal share count (exact base not disclosed). The new warrants are struck 24 % above the last close ($3.03) and may provide further cash if exercised.

Nasdaq prices on 11-Jul-25: common $3.03, public warrants $1.03. The company remains an emerging growth company and will file an S-1 within 120 days to register the resale of the new warrant shares.

Medicus Pharma Ltd. (Nasdaq: MDCX) has entered into a warrant-inducement agreement designed to raise near-term cash while providing investors with additional long-dated equity upside.

Key terms: an accredited institutional holder will immediately exercise 1,340,000 existing $2.80 warrants for gross proceeds of roughly $3.75 million. In exchange, the holder will receive 2,680,000 new unregistered warrants split into two equal series. Both series carry a higher $3.75 exercise price, are exercisable upon issuance and expire five years after closing (expected 14 Jul 2025). One series includes a company call feature that can force exercise if the share price averages ≥ $10 over any 10-day trading window. Standard anti-dilution and fundamental-transaction protections apply.

The company will pay Maxim Group a 6 % cash fee on gross proceeds. Net cash is earmarked for ongoing clinical trials, working capital and costs linked to the pending acquisition of Antev Limited.

Additional capital activity: under its Standby Equity Purchase Agreement (SEPA) with Yorkville, Medicus sold 490,000 common shares on 9 & 14 Jul 2025 at average prices of $3.28 and $3.02, raising $1.52 million. Part of the proceeds will prepay Yorkville debentures. Yorkville may resell these shares under an effective S-1 (File No. 333-287582).

Listing & market data: common shares and $4.64 Nasdaq-listed public warrants trade under symbols MDCX and MDCXW. Last quoted prices on 11 Jul 2025 were $3.03 and $1.03, respectively.

Implications for investors: the transaction strengthens near-term liquidity for clinical and M&A objectives without issuing equity at or below market, but it introduces potential dilution of up to 4.02 million additional shares (already-exercised 1.34 million plus 2.68 million new warrants). Forced-exercise mechanics above $10 could accelerate future cash inflow yet intensify dilution if the share price rises materially. Management remains an emerging growth company and will file an S-1 within 120 days to register the warrant shares.

Medicus Pharma Ltd. (NASDAQ: MDCX) filed an 8-K on 14 July 2025 disclosing a capital-raising transaction structured as a warrant-exercise inducement.

Key terms of the Inducement Agreement

• The company persuaded one accredited/institutional holder to immediately exercise 1,340,000 outstanding warrants (strike = $2.80) in exchange for $3.75 million gross proceeds.
• As consideration, the holder will receive 2,680,000 new five-year warrants (two equal series) exercisable at $3.75. One series carries a forced-exercise feature if the share VWAP ≥ $10 for 10 trading days.
• Closing is expected on 14 July 2025; Maxim Group will receive a 6 % cash fee on gross proceeds.
• The company will file a Form S-1 within 120 days to register resale of the shares underlying the new warrants.

Additional equity sales under SEPA

• On 9 July and 14 July 2025 the company issued 490,000 common shares to Yorkville for $1.521 million (avg. price ≈ $3.10) under the February 2025 Standby Equity Purchase Agreement.
• Proceeds will partly prepay Yorkville debentures; future draws under the SEPA remain available.

Use of proceeds: ongoing clinical trials, general working capital and costs related to the pending acquisition of Antev Limited.

Investor takeaways

• The transactions inject roughly $5.3 million of fresh capital before fees.
• Potential dilution includes up to 2.68 million new warrant shares plus the 490 k SEPA shares already issued.
• Forced-exercise and VWAP-based adjustments could accelerate cash inflows but also amplify future share issuance.

Medicus Pharma Ltd. (MDCX) – SEC Form 3

The filing discloses the initial beneficial ownership of recently appointed Chief Operating Officer Andrew A. Smith. Mr. Smith holds a stock option for 100,000 common shares at an exercise price of $2.60 per share. The option expires on 06/30/2030 and vests in five equal annual tranches beginning 06/30/2026. Ownership is reported as direct (D). No non-derivative shares are listed, and there are no other equity instruments or indirect holdings disclosed. This Form 3 is routine compliance under Section 16(a) and does not contain financial performance data or describe any corporate transactions.

Medicus Pharma Ltd. (Nasdaq: MDCX) has filed Prospectus Supplement No. 6 to its May 29, 2025 prospectus in connection with the potential resale of up to 3,710,000 common shares. The supplement attaches Amendment No. 1 to the Company’s June 30, 2025 Current Report, which formally files and incorporates by reference a Share Exchange Agreement dated June 29, 2025 among Medicus, Antev Limited and Antev security-holders.

The Agreement—filed as Exhibit 2.1—sets out the framework for a contemplated transaction involving Antev and the oncology/uro-oncology candidate Teverelix. While financial terms remain redacted, management states that the deal is expected to advance and commercialize Teverelix and open new market opportunities. The filing does not amend any other disclosures contained in the original 8-K.

The Company reiterates its emerging-growth-company status and reminds investors to review the “Risk Factors” section beginning on page 9 of the original prospectus. Shares continue to trade on the Nasdaq Capital Market; the most recent closing price (July 2, 2025) was $3.22.

No updated financial statements or pro-forma data are included in this supplement. Investors should therefore focus on potential dilution from the 3.71 million shares and on execution risks surrounding the Antev transaction, which is still subject to customary conditions.

Medicus Pharma Ltd. has filed Prospectus Supplement No. 6 to update its May 29, 2025 prospectus covering 2,260,000 common shares that may be issued upon exercise of publicly traded warrants priced at $4.64 and expiring on 15 November 2029. The supplement attaches Amendment No. 1 to a Current Report, which in turn files the Share Exchange Agreement dated 29 June 2025 among Medicus, Antev Limited and Antev security-holders. By incorporating the Agreement as Exhibit 2.1, the company provides investors with the definitive terms of a proposed transaction that would give Medicus access to Antev’s lead program, Teverelix, and related market opportunities.

The company’s common shares (symbol MDCX) last traded at $3.22 on 2 July 2025, below the warrant exercise price, while the warrants (MDCXW) closed at $1.00. Medicus remains classified as an “emerging growth company,” enabling reduced disclosure obligations. Investors are reminded that the securities involve a high degree of risk; comprehensive risk factors are detailed beginning on page 10 of the base prospectus.

The filing contains extensive forward-looking statements regarding the potential benefits, timing and commercial prospects of the Antev transaction and Teverelix development. These statements are subject to the customary cautionary language and are qualified by reference to the company’s 2024 Annual Report and other SEC filings.

• Key takeaways for investors: (1) Formal publication of the Share Exchange Agreement increases transparency around the Antev acquisition; (2) 2.26 million additional shares could be issued, creating future dilution but also providing up to $10.5 million in gross proceeds if all warrants are exercised; (3) Near-term exercise is unlikely while the share price remains below $4.64.

Medicus Pharma Ltd. (Nasdaq: MDCX, MDCXW) has filed Offering Circular Supplement No. 9 under Rule 253(g)(2) to update its April 10, 2025 qualified Regulation A Offering Circular. The supplement registers 1,490,000 common shares that may be issued upon exercise of the company’s publicly-traded warrants, which carry a $4.64 exercise price and expire on 15 November 2029. For reference, the common shares and warrants last traded on 2 July 2025 at $3.22 and $1.00, respectively.

The document primarily incorporates by reference Amendment No. 1 to the company’s 8-K-styled Current Report filed 3 July 2025. The amendment furnishes the complete Share Exchange Agreement dated 29 June 2025 among Medicus, Antev Limited and Antev security-holders. The proposed transaction, if consummated, would add Teverelix—a late-stage prostate-cancer therapeutic candidate—to Medicus’s pipeline. No financial terms or closing conditions beyond those in the agreement are disclosed here.

The company retains “emerging growth company” status and reminds investors of the high-risk nature of the investment and potential dilution from warrant exercises. Other than providing the redacted agreement (Exhibit 2.1) and related XBRL cover page (Exhibit 104), the filing introduces no new financial statements, earnings metrics or guidance.

Investors should review the complete Offering Circular and Exhibit 2.1 for detailed terms, as the supplement is intended to be read together with earlier disclosures.

National Fuel Gas Co. (NFG) – Form 4 Insider Transaction

Director Ronald J. Tanski reported the acquisition of 518 common shares of National Fuel Gas Company on July 1, 2025. The shares were granted under the company’s 2009 Non-Employee Director Equity Compensation Plan at an indicated price of $84.62 per share, representing an aggregate value of roughly $43,800. Following the grant, Tanski’s direct beneficial ownership increased to 357,447 shares.

No derivative securities were reported and the filing does not disclose any open-market purchases or sales outside the routine equity award. The transaction was filed individually by the reporting person and signed by J. P. Baetzhold under power of attorney on July 3, 2025.

Given the small size of the award relative to Tanski’s existing holdings (≈0.14% incremental increase) and its routine, plan-based nature, the filing is generally viewed as administrative with limited market impact.