Medicus Pharma Ltd. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
Third Debenture
As previously disclosed on May 5, 2025 in that certain Current Report on Form 8-K filed by Medicus Pharma Ltd., a company incorporated under the laws of the Province of Ontario, Canada (the "Company"), the Company entered into a securities purchase agreement (the "Purchase Agreement") with YA II PN, Ltd. ("Yorkville") on May 2, 2025, in connection with the issuance and sale by the Company of debentures (the "Debentures") issuable in an aggregate principal amount of up to $5,000,000. Yorkville purchased and the Company issued a Debenture in aggregate principal amount of $1,250,000 upon the signing of the Purchase Agreement, for net proceeds to the Company of $1,125,000. As previously disclosed in that certain Current Report on Form 8-K filed by the Company on June 2, 2025, Yorkville purchased and the Company issued a second Debenture in aggregate principal amount of $1,250,000 upon the achievement of certain triggers in the Purchase Agreement, for net proceeds to the Company of $1,125,000. On June 17, 2025, Yorkville purchased and the Company issued a third Debenture in aggregate principal amount of $2,500,000, such amount being the remaining amount available pursuant to the Purchase Agreement, for net proceeds to the Company of $2,250,000, and aggregate net proceeds to the Company of $4,500,000 for the issuance of three Debentures in the total aggregate principal amount of $5,000,000. The Debentures are guaranteed by each of the Company's subsidiaries pursuant to a global guaranty agreement (the "Guaranty"). Interest will accrue on the outstanding principal amount of each Debenture at an annual rate of 8.00%, subject to a potential increase to 18.00% per annum upon the occurrence of certain events of default. The Debentures will mature on February 2, 2026.
The foregoing descriptions of the Purchase Agreement, Guaranty and Debentures do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, and with respect to the Debentures, a form thereof, which were filed as Exhibits 10.1, 10.2 and 4.1, respectively, to that certain Current Report on Form 8-K filed by the Company on May 5, 2025, and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein in its entirety.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| MEDICUS PHARMA LTD. | |
| By: | /s/ Raza Bokhari |
| Name: | Dr. Raza Bokhari |
| Title: | Executive Chairman and Chief Executive Officer |
Dated: June 20, 2025