PHILADELPHIA, PA — Medicus Pharma Ltd. (NASDAQ: MDCX) is pursuing a public 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, a move intended to fund clinical development while allowing Medicus to retain majority ownership.
The Pennsylvania-based biotechnology company disclosed that SkinJect Inc., its wholly owned subsidiary, has signed a non-binding letter of intent with an unidentified SPAC. The proposed transaction would establish SkinJect as a separately traded company focused on developing a treatment for Gorlin syndrome, a rare genetic disorder associated with recurring skin cancers.
The agreement contemplates concurrent equity financing to support SkinJect’s SKNJCT-005 clinical study and preparations for a potential New Drug Application with the U.S. Food and Drug Administration.
Medicus is targeting completion of the transaction during the first half of 2027, subject to financing, regulatory requirements and other closing conditions.
Under the proposed 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 public company.
The final ownership structure would depend on negotiations involving the combined company’s capitalization, including cash retained by the SPAC, public and sponsor shares, warrants and other potentially dilutive securities.
The transaction would separate SkinJect’s financing and public-market identity from its parent company while maintaining Medicus shareholders’ indirect exposure to the subsidiary’s future development.
“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 Dr. Raza Bokhari stated.
The proposed financing would support SkinJect’s development of an investigational dissolvable microneedle-array patch designed to deliver the chemotherapy drug doxorubicin directly into basal cell carcinoma lesions.
Medicus has concentrated its future internally sponsored SkinJect clinical development on Gorlin syndrome, a hereditary condition that can cause patients to develop multiple, recurrent basal cell carcinomas.
The FDA has issued a “Study May Proceed” letter authorizing the initiation of SKNJCT-005, a planned registrational Phase 2b clinical study intended to generate evidence supporting a potential application for regulatory approval.
SkinJect remains an investigational treatment. Any New Drug Application submission or eventual FDA approval would depend on the clinical study’s findings and applicable regulatory requirements.
The proposed business combination remains preliminary. Except for limited procedural provisions, the letter of intent does not obligate the parties to complete the transaction under its outlined terms.
Before closing, Medicus and the SPAC must complete due diligence, negotiate and execute definitive agreements, secure the contemplated financing and satisfy a minimum-cash requirement.
The transaction also requires applicable board and shareholder approvals, Securities and Exchange Commission filings and registration requirements, stock exchange listing approval and other agreed conditions.
Medicus cautioned that the parties may not reach definitive agreements, obtain the necessary financing or complete the combination within the anticipated timeframe.
If completed, the transaction would give SkinJect a dedicated public-market financing structure for its dermatology program while leaving Medicus with a controlling interest in the business.
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