Medicus Pharma Ltd. 8-K

What Happened
Medicus Pharma Ltd. announced on May 27, 2026 that it entered into and closed a Note Purchase Agreement with Streeterville Capital, LLC providing for two secured promissory notes totaling $22,864,225 (A-1 Note $12,864,225; B Note $10,000,000). Streeterville funded $12.0 million to the company at closing and deposited $10.0 million into a deposit account controlled by the lender and the company’s new wholly owned subsidiary (MDCX Holdings, LLC). The company said it will use net proceeds for clinical development, business development and general corporate purposes and applied about $2.5 million at closing to repay a YA II PN, Ltd. debenture. Separately, on May 20, 2026 the company received a Nasdaq notice that its Market Value of Listed Securities (MVLS) has been below the $35 million requirement and it has until November 16, 2026 to regain compliance.

Key Details

• Financing terms: A-1 Note original principal $12,864,225 (includes $834,225 original issue discount and $30,000 lender transaction cost included in A-1 principal); B Note principal $10,000,000. Total original principal ≈ $22.86M.
• Interest, maturity, prepayment: A-1 interest 8.75% p.a.; B Note interest 5% p.a.; both due 18 months from issuance. Prepayment premium: 110% if prepaid on or before 12 months, 115% if after 12 months.
• Redemption, exchange and lender controls: Starting 7 months in, lender may redeem up to $500,000/month (plus make-whole interest); starting 6 months in, lender may effect limited redemptions of up to 5% of cumulative daily dollar trading volume if the stock trades ≥15% above Nasdaq’s Minimum Price (with a 10% premium). The agreement allows exchanging portions of the B Note into new A-style notes (Section 3(a)(9)), which releases cash from the deposit account to the company upon each exchange.
• Security and covenants: Company obligations are secured by a deposit account control agreement (DACA), security agreements (including IP security), and a guaranty from several affiliates. The notes include “Major” and “Minor” trigger events that can increase the outstanding balance (15% per Major, 5% per Minor) and can lead to default remedies if not cured.

Why It Matters
This 8-K shows Medicus obtained near-term liquidity ($12M received and $10M reserved) to fund operations and repay prior debt, which may support ongoing clinical and business activities. However, the financing creates secured debt with relatively high interest on the A-1 Note, prepayment penalties, lender redemption rights tied to share trading, and trigger events that can increase balances or accelerate default remedies—all of which could affect the company’s cash needs and capital structure. Separately, the Nasdaq MVLS notice gives the company 180 days (until Nov 16, 2026) to restore a $35M MVLS or meet an alternative listing standard; failure to do so could lead to delisting procedures. Investors should note both the new secured financing terms and the active Nasdaq compliance deadline when evaluating risk and liquidity.