On November 4, 2026 Medicus Pharma Ltd. (NASDAQ: MDCX) ("Medicus" or the "Company"), a precision guided, biotech/life sciences company focused on advancing novel and potentially disruptive therapeutic assets, reported that, its wholly-owned subsidiary, Skinject, Inc. ("SkinJect"), has entered into a non-binding letter of intent ("LOI") with an undisclosed special purpose acquisition company ("SPAC") for a proposed business combination involving SkinJect ("Business Combination"). The LOI contemplates a $135 million pre-money enterprise valuation for SkinJect and concurrent equity financing to support the SKNJCT-005 study in Gorlin syndrome and preparation and submission of a potential New Drug Application ("NDA").
Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:
Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing
Schedule Your 30 min Free Demo!
The proposed transaction is intended to establish a separately listed company dedicated to SkinJect, with Medicus seeking to retain majority economic and voting ownership. This structure would provide a dedicated financing platform for SkinJect’s rare-disease dermatology program while preserving Medicus shareholders’ participation in its potential future value.
"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," said Dr. Raza Bokhari, Medicus Exec. Chairman and CEO. "The proposed transaction, in addition to establishing an independent public-market platform and access for Skinject, will also allow Medicus to participate in its future growth".
Proposed Transaction and Financing
Under the proposed terms, the SPAC would acquire 100% of SkinJect in exchange for newly issued common shares of the combined company. Final ownership would depend on the agreed capitalization, including retained SPAC cash, public and sponsor shares, warrants and other potentially dilutive securities, to be negotiated in the definitive agreement.
Non-binding Status and Closing Conditions
The LOI outlines proposed transaction terms, including the contemplated valuation, financing, ownership and closing conditions. Except for certain limited procedural provisions, the proposed transaction terms are non-binding. Completion of the proposed transaction would be subject to satisfactory due diligence, negotiation and execution of definitive agreements, completion of the financing, satisfaction of the minimum-cash condition, required board and shareholder approvals, applicable SEC filings and registration requirements, stock exchange listing approval and other agreed closing conditions. There can be no assurance that definitive agreements will be signed, that the financing will be secured or that the transaction will be completed. The Company currently anticipates completing the proposed business combination during the first half of 2027; however, there can be no assurance that the transaction will close within this anticipated timeframe or at all.
SkinJect Development in Gorlin Syndrome
SkinJect is an investigational dissolvable microneedle-array patch designed to deliver doxorubicin directly into basal cell carcinoma lesions. Medicus has focused future internally sponsored SkinJect clinical development on Gorlin syndrome, a rare genetic condition associated with multiple, recurrent basal cell carcinomas. The FDA has issued a "Study May Proceed" letter authorizing initiation of SKNJCT-005, the Company’s planned NDA-enabling registrational Phase 2b study. SkinJect remains investigational, and any NDA submission or approval would depend on clinical results and applicable regulatory requirements.
(Press release, Medicus Pharma, NOV 4, 2026, View Source [SID1234674172])