Medicus Pharma Ltd. Announces Closing of Business Combination
Toronto, Ontario--(Newsfile Corp. - October 2, 2023) - Medicus Pharma Ltd. (TSXV: MDCX) (formerly known as Interactive Capital Partners Corporation, "Medicus" or the "Company") is pleased to announce that it has completed its previously announced business combination (the "Business Combination") with SkinJect, Inc., a company existing under the laws of Pennsylvania ("SkinJect"). The Business Combination was completed pursuant to a business combination agreement dated May 12, 2023, as amended (the "Business Combination Agreement"), which outlined a series of transactions resulting in a reverse take-over of Interactive Capital Partners Corporation (the Company as it existed prior to the Business Combination, referred to as "Interactive") by the former shareholders of SkinJect, with SkinJect becoming a wholly owned operating subsidiary of the Company, and the Company being renamed "Medicus Pharma Ltd."
In connection with the Business Combination, management of the Company and SkinJect was taken over by a team led by Dr. Raza Bokhari, who was appointed Executive Chairman of the Board & Chief Executive Officer, as described in more detail below.
With the Business Combination completed, Medicus will seek final approval from the TSX Venture Exchange ("TSXV") for the listing of the its common shares ("Medicus Shares") and expects to begin trading on the TSXV on or about October 11, 2023, under the trading symbol "MDCX", subject to the satisfaction of certain customary conditions outlined in the TSXV's conditional approval letter.
As previously announced by the Company in its news release dated September 22, 2023, the Company filed a final non-offering prospectus (the "Prospectus") in connection with the Business Combination, which may be accessed on the Company's profile on at www.sedarplus.ca. The Prospectus contains additional information regarding Medicus, the Business Combination and the Concurrent Financing (as defined below).
SkinJect
SkinJect, backed by US healthcare private equity and institutional investors, including RBx Capital, LP and Velocity Fund Partners, is a biological products company headquartered in Pittsburgh, Pennsylvania that is developing ground-breaking pharmaceutical drug treatments. SkinJect™ is a novel, minimally invasive treatment for common forms of non-melanoma skin cancer, basal cell and squamous cell carcinoma. SkinJect's proprietary patch is made up of a thumb-sized array of dissolvable microneedles that delivers a chemotherapeutic agent to kill an existing skin cancer. SkinJect received Investigational New Drug (IND) approval from the United States Food & Drug Administration (FDA) to study the patch for treatment of basal cell carcinoma in 2018. Since then, SkinJect has completed a Phase 1 trial of the patch to assess its safety. The results of this Phase 1 study demonstrated that the SkinJect™ patch is safe and well-tolerated. The next study is anticipated to be a randomized, controlled, double blind, multi-center Phase 2 clinical study to assess both safety and efficacy in basal cell carcinoma patients. The Phase 2 clinical study is expected to randomize 60-100 patients and has been approved by the FDA.
Concurrent Financing
In connection with the Business Combination, Medicus completed the previously announced private placement of subscription receipts (the "Subscription Receipts") at a price of US$2.00 per Subscription Receipt. Subscription Receipts were issued for aggregate gross proceeds of approximately US$5.1 million (the "Concurrent Financing"). The Subscription Receipts were issued by Medicus Pharma Finco Ltd. ("Finco"), a special-purpose entity created solely for the purpose of completing the Concurrent Financing. Odyssey Trust Company ("Odyssey") acted as subscription receipt agent in connection with the Concurrent Financing pursuant to a subscription receipt agreement dated September 29, 2023 among Finco and Odyssey (the "Subscription Receipt Agreement").
Each Subscription Receipt entitled the holder thereof to receive, upon the satisfaction or waiver, as applicable, of the Escrow Release Conditions (as defined in the Subscription Receipt Agreement), without payment of additional consideration therefor, one common share in the capital of Finco (each, a "Finco Share").
The proceeds of the Concurrent Financing are anticipated to be used principally for research and development, professional fees and expenses, corporate administration, and corporate finance.
Shareholder Approvals
The entering into of the Business Combination Agreement was approved by the shareholders of SkinJect by way of a unanimous written resolution dated August 8, 2023. The shareholders of Interactive approved the Business Combination at the annual and special meeting of shareholders held on July 28, 2023 and approved, among other things, effective on closing of the Business Combination:
a change of name of Interactive to "Medicus Pharma Ltd.";
the share consolidation described below;
changes to the Company's board of directors and management;
the amendment and restatement of the Company's by-laws; and
the adoption of a new equity incentive plan.
Terms of the Business Combination
Immediately prior to closing of the Business Combination:
the Company completed a share consolidation pursuant to which 7,249,999 Medicus Shares were consolidated on an approximately 12.60869:1 basis into 574,941 Medicus Shares; and
the Company filed articles of amendment to change its name to "Medicus Pharma Ltd."
On closing of the Business Combination:
SkinJect, Interactive and a wholly owned subsidiary of Interactive incorporated under the laws of Pennsylvania ("Subco 1") completed a reverse triangular merger (the "Merger") pursuant to a merger agreement, whereby (i) Subco 1 merged with and into SkinJect and SkinJect continued as the surviving entity of the merger, and (ii) Interactive acquired all of the issued and outstanding SkinJect common shares (on a fully converted basis) in exchange for approximately 0.585919 Medicus Shares for each share of SkinJect's common stock. As a result, the 21,334,000 shares of SkinJect's common stock outstanding immediately prior to the Merger (on a fully converted basis) were exchanged for an aggregate of 12,499,988 Medicus Shares. Following the completion of the Merger, SkinJect became a wholly owned subsidiary of the Company.
Following the Merger, each Subscription Receipt was automatically exchanged for one Finco Share pursuant to the terms and conditions of the Subscription Receipt Agreement.
Interactive, Finco and a wholly owned subsidiary of Interactive incorporated under the laws of Ontario ("Subco 2") effected a three-cornered amalgamation whereby Finco and Subco 2 amalgamated (the "Amalgamation") , and whereby, inter alia, (i) each holder of Finco Shares (each, a "Finco Shareholder") received on Medicus Share for each Finco Share held by such Finco Shareholder, (ii) Interactive received one common share in the capital of Amalco (an "Amalco Share") for each Subco 2 share held by Interactive, and (iii) Amalco became a wholly owned subsidiary of Interactive. Immediately following the completion of the Business Combination, Amalco was dissolved into Interactive and the assets of Amalco were transferred to Interactive.
As a result of the Business Combination, SkinJect became a wholly owned subsidiary of the Company and the shareholders of SkinJect became the majority shareholders of the Company.
Insiders, Officers and Board of Directors of the Resulting Issuer
Upon completion of the Business Combination, all directors and officers of Interactive resigned and were replaced by the directors and officers whose names and backgrounds are set out below.
Dr. Raza Bokhari, Executive Chairman and Chief Executive Officer
Dr. Bokhari is a physician, serial entrepreneur and an experienced aggregator and optimizer of life science, healthcare services and pharmaceutical R&D companies, both as start-ups and public securities. His diverse background of nearly 30 years, from services to diagnostics to therapeutics, has afforded him a familiarity with raising capital across public offerings, private equity, venture capital and leveraged debt partners, all of which strengthens Medicus' long-term ability to grow and thrive:
Dr. Bokhari's most recent notable role is as the previous CEO and Executive Chairman of FSD Pharma, where he pivoted the company out of medicinal cannabis and into clinical-stage pharmaceutical research and development, a transition marked by a NASDAQ listing in January 2020, and raised nearly $100 million of institutional capital to fuel growth and expansion.
Dr. Bokhari's early success stems from re-capitalizing and selling strategic distressed healthcare assets, generating triple digit internal rate of return for investors.
Dr. Larry Kaiser, Director
Dr. Kaiser is a renowned cardio-thoracic surgeon and the Managing Director of the Healthcare Industry Group at Alvarez and Marsal, and previous President and CEO of the Temple University Health System as well as the former Dean of Temple University Medical School.
Robert J. Ciaruffoli, Director
Robert J. Ciaruffoli is a previous Chairman and CEO of accounting and advisory firm ParenteBeard/Baker Tilly. Mr. Ciaruffoli is also the Chairman of Broad Street Angels, a group representing more than 100 angel investors.
Frank Lavelle, Director
Frank Lavelle has over 40 years of experience as President and CEO of companies focused on healthcare technology solutions, including tenures as CEO of Siemens Health Solutions and Symphony Health Solutions.
William L. Ashton, Director
William Ashton is a former pharmaceutical executive with over 35 years at Amgen Inc.
Barry Fishman, Director
Barry Fishman is an accomplished CEO and executive of several pharmaceutical companies, including Teva Canada and Elly Lilly, Canada.
Carolyn Bonner, President
Carolyn Bonner has over 15 years' experience as a healthcare executive, including an accomplished track record in sales, marketing, operations, corporate partnerships, fundraising and strategic planning.
James Quinlan, Chief Financial Officer
Jim Quinlan is a Certified Public Accountant and financial executive well versed in tax, auditing, M&A and financial planning services, as well as advising companies in the healthcare, technology and financial spaces. His previous roles include former President of Beneficial Advisors, LLC and past President of Smart Financial Advisors, LLC, and Partner and Regional Leader for Tax and Wealth at Wipfli LLP, a national accounting firm.
Dr. Edward Brennan, Chief Medical Officer
Dr. Brennan brings over 25 years of drug development research to the table across multiple therapeutic areas, including immunology, oncology, cardio-vascular, metabolism and GI. This includes senior medical leadership roles at Johnson and Johnson, Pfizer, GlaxoSmithKline (GSK) and IndiPharm, where he oversaw teams responsible for all phases of clinical research, as well as interfacing with regulatory authorities. As Medical Director at Wyeth and GSK, Dr. Brennan led clinical development programs resulting in 10 FDA drug approvals.
Capitalization
On closing of the Business Combination, Medicus has 16,153,465 Medicus Shares issued and outstanding, of which: (i) the former SkinJect shareholders hold 12,499,988 Medicus Shares representing approximately 77.4% of all issued and outstanding Medicus Shares; (ii) the former Interactive shareholders hold 574,941 Medicus Shares representing approximately 3.6% of all issued and outstanding Medicus Shares; (iii) the former holders of certain convertible notes of SkinJect hold 523,561 Medicus Shares representing approximately 3.2% of all issued and outstanding Medicus Shares; and (iv) the former holders of Subscription Receipts hold 2,554,975 Medicus Shares representing approximately 15.8% of all issued and outstanding Medicus Shares.
Additional Information Regarding the Business Combination
For additional details regarding the Business Combination please see the Prospectus available on the Company's SEDAR+ profile at www.sedarplus.ca.
Sponsorship
The TSXV provided an exemption from the sponsorship requirements in connection with the Business Combination.
For further information contact:
Medicus Pharma Ltd.
Maryann Adesso, Corporate Secretary
(732) 300-3046
madesso@medicuspharma.com