PHILADELPHIA, PA — Medicus Pharma Ltd. (Nasdaq: MDCX) is pursuing a public-market listing for its SkinJect subsidiary through a proposed merger with a special purpose acquisition company that values the dermatology business at $135 million before new financing, potentially providing capital for clinical development while allowing Medicus to retain majority ownership.
The Philadelphia-based biotechnology company has signed a nonbinding letter of intent with an unidentified SPAC to establish SkinJect as a separately listed business focused on developing treatments for rare dermatological conditions.
The proposed transaction includes concurrent equity financing intended to support SkinJect’s SKNJCT-005 clinical study in Gorlin syndrome and preparations for a potential New Drug Application to the U.S. Food and Drug Administration.
Under the contemplated structure, 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 control of the resulting business, allowing its existing shareholders to maintain exposure to SkinJect’s future performance while establishing a separate financing platform for the subsidiary.
The proposed $135 million pre-money enterprise valuation represents a preliminary negotiating figure rather than an agreed transaction price.
Final ownership percentages would depend on the combined company’s capitalization, including cash retained by the SPAC, public and sponsor shares, outstanding warrants and other potentially dilutive securities.
Those terms remain subject to negotiation and would be established in a definitive agreement.
The proposed separation reflects Medicus’ effort to finance SkinJect’s clinical development independently while maintaining a controlling interest in the asset.
“We believe this proposed transaction will represent a meaningful step toward executing our strategic mandate to unlock the value of this important clinical-stage asset for our shareholders,” Medicus Executive Chairman and Chief Executive Officer Raza Bokhari stated.
The planned financing would be directed toward advancing SKNJCT-005 in Gorlin syndrome, a rare inherited disorder associated with an increased risk of developing basal cell carcinomas, as well as work toward a potential regulatory submission.
The proposed merger remains at an early stage, with most provisions of the letter of intent nonbinding.
Completion would require satisfactory due diligence, negotiated definitive agreements, successful equity financing and compliance with a minimum-cash condition.
The transaction would also require applicable board and shareholder approvals, Securities and Exchange Commission filings and registration requirements, and stock exchange listing approval.
Medicus currently anticipates completing the business combination during the first half of 2027, subject to those conditions.
The company cautioned that the parties may not reach definitive agreements, obtain the necessary financing or complete the transaction within the anticipated period.
If completed, the merger would give SkinJect a separate public-market structure for financing its dermatology program while leaving Medicus positioned as its majority owner.
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