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Medicus Pharma Ltd. (MDCX) Form 4 鈥� Insider award

CEO & director Raza Bokhari reported two option-related events dated 22 Jul 2025:

• New grant: 250,000 stock options, strike $3.08, expiring 22 Jul 2030, acquired for $0; all held directly.
• Accelerated vesting: Board fully vested a prior 50,000-option grant (strike $2.75, original grant 17 Dec 2024, expiry 17 Dec 2029). All 50,000 options are now exercisable.

Total derivative securities now held directly: 300,000 options covering the same number of common shares. No open-market purchases or sales of common stock were disclosed.

Form 4 filing (07/24/2025) discloses two transactions by Lindblad Expeditions Holdings (LIND) founder & CEO Benjamin Bressler on 07/23/2025.

• Option exercise (Code M): Bressler exercised 1,334,319 employee stock options at an exercise price of $8.44, converting them into an equal number of common shares.
• Open-market sale (Code S): He immediately sold 47,325 shares at a weighted-average price of $13.02 (range $13.00-$13.06).

Following the transactions, Bressler鈥檚 direct ownership stands at 1,310,460 common shares. All corresponding derivative holdings from this option grant are now fully exercised and reduced to zero.

The filing reflects routine executive equity activity: a large option exercise under the 2021 LTIP and a small partial sale (~3.5 % of exercised shares) for liquidity or tax purposes. No earnings guidance or operational data are provided.

Medicus Pharma Ltd. (MDCX) filed Offering Circular Supplement No. 11 under Rule 253(g)(2) covering 1,490,000 common shares issuable upon exercise of its Nasdaq-listed public warrants (strike $4.64, expiry 11-15-2029). On 07-22-25 the shares and warrants closed at $3.08 and $1.05, respectively.

The supplement attaches the Form 8-K reporting results of the 22 July 2025 Annual & Special Meeting:

• Auditor ratified: KPMG LLP, 13.26 m for vs 55.7 k withhold.
• Board continuity: all eight nominees re-elected (~10.12 m for; 17 k withhold; 3.19 m broker non-votes).
• Quorum rule raised from 10 % to 33鈪� % (10.13 m for; 5.1 k against) to meet Nasdaq standards.
• Financing flexibility: shareholders authorised issuance of 鈮�20 % new shares below Nasdaq 鈥渕inimum price鈥� under the YA II PN Standby Equity Purchase Agreement (10.06 m for; 68.7 k against).
• Chairman protection: Articles amended to require a 75 % board vote to remove the Chair (9.89 m for; 241 k against).

The votes give management new capital-raising capacity and align governance with U.S. listing rules, but also introduce dilution risk and tighten board control. No financial results were disclosed.

On 22 Jul 2025 Medicus Pharma (NASDAQ: MDCX) held its 2025 Annual & Special Meeting. All five management proposals passed:

• Auditors: KPMG re-appointed (13.26 m for vs. 55.7 k withheld).
• Directors: Eight nominees, including Executive Chair/CEO Dr. Raza Bokhari, elected with >99% support; 3.19 m broker non-votes recorded.
• By-law quorum: Threshold raised from 10% to 33⅓% to satisfy Nasdaq governance rules (10.13 m for, 5.1 k against).
• Equity financing: Shareholders authorised issuance of 鈮�20% of outstanding shares below Nasdaq minimum price under the 10 Feb 2025 Standby Equity Purchase Agreement with YA II PN, Ltd. (10.06 m for, 68.7 k against), providing capital flexibility.
• Governance: Articles amended so removing the Board Chair now requires 鈮�75% Board vote (9.89 m for, 0.24 m against).

A press release announcing the results was issued 23 Jul 2025 (Exhibit 99.1).

Medicus Pharma Ltd. (Nasdaq: MDCX) has entered into a warrant-inducement transaction designed to raise near-term cash and expand its future capital pool.

• Immediate cash: A single accredited holder agreed to exercise 1,340,000 existing $2.80 warrants, delivering approximately $3.75 million gross proceeds (closing expected 14 July 2025). Maxim Group will receive a 6 % cash fee.
• New leverage: In exchange, the holder will receive 2,680,000 five-year 鈥淣ew Warrants鈥� at an exercise price of $3.75. Half the series includes a forced-exercise feature once the 10-day VWAP equals or exceeds $10.00.
• Protective terms: New Warrants contain customary anti-dilution adjustments and Black-Scholes value protection on fundamental transactions.
• Additional financing: Through two SEPA draws (9 & 14 July 2025) the company sold 490,000 shares to Yorkville at an average price of $3.10, raising $1.52 million earmarked partly for debenture pre-payment.
• Use of proceeds: funds will support ongoing clinical trials, working capital and the pending acquisition of Antev Limited.
• Listing/Capital structure: Common shares and $4.64 Public Warrants continue to trade under MDCX and MDCXW. The inducement and SEPA transactions add up to 4.51 million potential new shares, increasing prospective dilution.

Medicus remains an emerging growth company and intends to register New Warrant shares within 120 days.

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is marketing a new structured note: 鈥淎utocallable Contingent Coupon Equity-Linked Securities Linked to the Worst Performing of Broadcom Inc. (AVGO) and Palo Alto Networks Inc. (PANW), due 26 Jan 2027.鈥� The $1,000-denominated senior unsecured notes offer a contingent coupon rate of at least 10.25% p.a. (paid quarterly at 鈮�2.5625% per period) but only if, on the relevant valuation date, the worst-performing share closes at or above its coupon barrier of 59% of its initial level. Any skipped coupons can 鈥渃atch up鈥� if the barrier is later met, but coupons missed through final valuation are permanently forfeited.

Principal repayment is conditional. If the securities are not automatically called, holders receive at maturity:

• $1,000 plus final coupon if the worst-performing share is 鈮� its final buffer value (also 59% of initial).
• A fixed number of worst-performing shares (or cash equivalent) if the final level is <59% of initial. This may be worth far less than $1,000 and could be $0 if the share price collapses.

Automatic early redemption (autocall) is possible on any of five quarterly dates starting 16 Oct 2025 if the worst-performing share is 鈮� its initial level; investors then receive $1,000 plus the due coupon, ending the trade early and limiting upside.

Key initial terms (set 10 Jul 2025): AVGO initial $275.40, PANW initial $192.07; coupon/ buffer levels fixed at 59% of each. The preliminary estimated value on the pricing date is expected to be 鈮�$928.50, below the $1,000 issue price, reflecting distribution fees ($12.50) and internal funding spread.

Risks highlighted: (1) up to 100% capital loss if the worst performer drops >41%; (2) no guarantee of any coupon; (3) credit risk of both CGMHI and Citigroup Inc.; (4) liquidity risk鈥攏o exchange listing and discretionary secondary market only through CGMI; (5) potential conflicts as CGMI is issuer, underwriter, calculation agent and hedger; (6) complex U.S. tax treatment and potential 30% withholding for non-U.S. investors; (7) estimated value and secondary bid likely well below issue price due to hedging costs and bid鈥揳sk spread.

For investors seeking enhanced yield relative to plain-vanilla Citigroup senior debt, the note provides double-digit income potential and 41% downside buffer, but only by taking correlated single-stock equity risk, autocall truncation risk and issuer credit exposure. The security is therefore suitable solely for sophisticated investors who can tolerate equity-level volatility and illiquidity for up to 18 months.

Transaction overview: On July 14, 2025 Medicus Pharma (Nasdaq: MDCX) entered a Warrant Inducement Agreement with an accredited holder. The holder will immediately exercise 1,340,000 existing warrants at $2.80, generating roughly $3.75 million gross proceeds. In exchange, the investor will receive 2,680,000 new five-year warrants exercisable at $3.75; half include a forced-exercise clause if the 10-day VWAP reaches $10.

The company will pay Maxim Group a 6 % cash fee and intends to allocate net proceeds to ongoing clinical trials, working capital and costs linked to its pending Antev Limited acquisition.

Additional financing: Separately, Medicus sold 490,000 common shares to Yorkville under its Standby Equity Purchase Agreement at an average $3.11 per share, raising $1.52 million earmarked partly for debenture pre-payment.

Capital structure impact: The transactions immediately issue 1.34 million shares and could add up to 2.68 million more upon warrant exercise, plus the 0.49 million SEPA shares鈥攁n aggregate potential dilution of ~4.51 million shares, or roughly 10 % of the pre-deal share count (exact base not disclosed). The new warrants are struck 24 % above the last close ($3.03) and may provide further cash if exercised.

Nasdaq prices on 11-Jul-25: common $3.03, public warrants $1.03. The company remains an emerging growth company and will file an S-1 within 120 days to register the resale of the new warrant shares.

Medicus Pharma Ltd. (Nasdaq: MDCX) has entered into a warrant-inducement agreement designed to raise near-term cash while providing investors with additional long-dated equity upside.

Key terms: an accredited institutional holder will immediately exercise 1,340,000 existing $2.80 warrants for gross proceeds of roughly $3.75 million. In exchange, the holder will receive 2,680,000 new unregistered warrants split into two equal series. Both series carry a higher $3.75 exercise price, are exercisable upon issuance and expire five years after closing (expected 14 Jul 2025). One series includes a company call feature that can force exercise if the share price averages 鈮� $10 over any 10-day trading window. Standard anti-dilution and fundamental-transaction protections apply.

The company will pay Maxim Group a 6 % cash fee on gross proceeds. Net cash is earmarked for ongoing clinical trials, working capital and costs linked to the pending acquisition of Antev Limited.

Additional capital activity: under its Standby Equity Purchase Agreement (SEPA) with Yorkville, Medicus sold 490,000 common shares on 9 & 14 Jul 2025 at average prices of $3.28 and $3.02, raising $1.52 million. Part of the proceeds will prepay Yorkville debentures. Yorkville may resell these shares under an effective S-1 (File No. 333-287582).

Listing & market data: common shares and $4.64 Nasdaq-listed public warrants trade under symbols MDCX and MDCXW. Last quoted prices on 11 Jul 2025 were $3.03 and $1.03, respectively.

Implications for investors: the transaction strengthens near-term liquidity for clinical and M&A objectives without issuing equity at or below market, but it introduces potential dilution of up to 4.02 million additional shares (already-exercised 1.34 million plus 2.68 million new warrants). Forced-exercise mechanics above $10 could accelerate future cash inflow yet intensify dilution if the share price rises materially. Management remains an emerging growth company and will file an S-1 within 120 days to register the warrant shares.

Medicus Pharma Ltd. (NASDAQ: MDCX) filed an 8-K on 14 July 2025 disclosing a capital-raising transaction structured as a warrant-exercise inducement.

Key terms of the Inducement Agreement

• The company persuaded one accredited/institutional holder to immediately exercise 1,340,000 outstanding warrants (strike = $2.80) in exchange for $3.75 million gross proceeds.
• As consideration, the holder will receive 2,680,000 new five-year warrants (two equal series) exercisable at $3.75. One series carries a forced-exercise feature if the share VWAP 鈮� $10 for 10 trading days.
• Closing is expected on 14 July 2025; Maxim Group will receive a 6 % cash fee on gross proceeds.
• The company will file a Form S-1 within 120 days to register resale of the shares underlying the new warrants.

Additional equity sales under SEPA

• On 9 July and 14 July 2025 the company issued 490,000 common shares to Yorkville for $1.521 million (avg. price 鈮� $3.10) under the February 2025 Standby Equity Purchase Agreement.
• Proceeds will partly prepay Yorkville debentures; future draws under the SEPA remain available.

Use of proceeds: ongoing clinical trials, general working capital and costs related to the pending acquisition of Antev Limited.

Investor takeaways

• The transactions inject roughly $5.3 million of fresh capital before fees.
• Potential dilution includes up to 2.68 million new warrant shares plus the 490 k SEPA shares already issued.
• Forced-exercise and VWAP-based adjustments could accelerate cash inflows but also amplify future share issuance.