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Collective Audience Inc. ("CAUD") has filed a Preliminary Proxy Statement (Form PREM14A) seeking stockholder approval for a transformative divestiture. The Company proposes to sell 100% of The Odyssey S.A.S. (dba 鈥淏eOp鈥�) and its 51% interest in DSL Digital LLC to NYIAX Marketing and Advertising Solutions, Inc., a wholly-owned subsidiary of NYIAX, Inc. Gregg Greenberg, the remaining 49% owner of DSL, will concurrently sell his interest. The transaction (the 鈥淪ubsidiary Sale鈥�) constitutes the disposition of substantially all of CAUD鈥檚 operating assets other than the DLQ business unit.

Consideration structure. NYIAX will issue shares equal to 49% of its fully-diluted common stock post-closing (鈥淐onsideration Shares鈥�). Allocation:

• CAUD 鈥� 71.63% of Consideration Shares (35.1% of NYIAX on a fully-diluted basis)
• Gregg Greenberg 鈥� 18.37% (9% of NYIAX fully-diluted)
• 10% escrowed as Holdback Shares for indemnification.

Key proposals and vote requirements. Stockholders will vote on (1) approval of the Subsidiary Sale and (2) authority to adjourn the meeting to solicit additional proxies if necessary. Proposal 1 requires affirmative votes from a majority of all outstanding CAUD common shares; abstentions, failures to vote, and broker non-votes count as 鈥淎GAINST.鈥� Proposal 2 requires a majority of votes cast.

Strategic rationale. The Board cites persistent operating losses, limited access to capital, overlapping technology with NYIAX, and the opportunity to relieve CAUD of BeOp and DSL liabilities while retaining upside through an equity stake in NYIAX. The Board unanimously recommends voting 鈥淔OR鈥� both proposals.

Principal terms and conditions. Closing is targeted for Q3 2025, subject to extensive mutual representations, regulatory and third-party consents, no material adverse changes, and satisfactory completion of due diligence. The agreement contains a strict no-solicitation clause and provides customary termination rights, including a July 31 2025 outside date. A two-year survival period applies to most reps & warranties; indemnity claims are capped by the 10% share holdback.

Risks highlighted. 鈥� Uncertainty in valuing illiquid NYIAX stock. 鈥� No immediate cash inflow to fund residual DLQ operations. 鈥� Lock-up limits liquidity. 鈥� Failure to obtain stockholder approval or satisfy closing conditions terminates the deal, potentially harming CAUD鈥檚 financial position. 鈥� CAUD forfeits future upside from BeOp and DSL beyond its indirect NYIAX stake.

Medicus Pharma Ltd. (NASDAQ: MDCX) has entered into a definitive share-exchange agreement to acquire 100% of privately held Antev Limited. The transaction, signed 29 June 2025 and disclosed via Form 8-K, will be executed through the issuance of 2,666,600 new Medicus common shares, representing roughly 17% of Medicus鈥� post-deal outstanding equity ("Consideration Shares"). The shares will carry resale restrictions, a staggered lock-up schedule and a 36-month voting agreement in favour of current Medicus management, limiting immediate market float impact.
In addition, Antev securityholders may earn up to US$65 million in contingent consideration tied to the achievement of U.S. FDA Phase 2 and New Drug Application milestones for Teverelix, Antev鈥檚 lead GnRH antagonist targeting high-risk prostate-cancer and acute urinary-retention markets. No cash is payable at closing, preserving Medicus鈥� balance-sheet liquidity.

The deal is expected to close before the end of August 2025, subject to customary shareholder, regulatory and third-party approvals. The company cautions that closing is not assured. Antev broadens Medicus鈥� pipeline into men鈥檚-health therapeutics; Teverelix is positioned as a potential first-in-class therapy for cardiovascular high-risk prostate-cancer patients. Full terms, lock-up mechanics and registration-rights details are contained in the Share Exchange Agreement (Exhibit 2.1).

Investors should weigh the strategic upside of adding a late-clinical asset against 17% equity dilution, regulatory risk and up to US$65 million in future earn-outs. No immediate revenue, earnings or cash-flow figures for Antev were disclosed, leaving the transaction鈥檚 financial accretion unknown.

Medicus Pharma has filed a 253G2 offering circular supplement announcing key executive changes and warrant details. The company is offering 1,490,000 common shares issuable upon warrant exercise, with Public Warrants having an exercise price of $4.64 and expiration date of November 15, 2029.

Key highlights:

• Appointed Andrew Smith (57) as Chief Operating Officer, effective June 30, 2025
• Smith brings 30+ years experience in asset management and financial operations
• Employment package includes $325,000 annual base salary and 100,000 stock options at $2.60 strike price, vesting quarterly over 5 years
• Trading on Nasdaq Capital Market under symbols MDCX (shares) and MDCXW (warrants)
• Last reported share price: $2.49; warrant price: $0.80 (as of June 20, 2025)

The company maintains emerging growth company status, qualifying for reduced public company disclosure requirements.

Medicus Pharma announced the appointment of Andrew Smith (57) as Chief Operating Officer, effective June 30, 2025. The company filed a prospectus supplement regarding up to 3,710,000 common shares trading on Nasdaq under symbol MDCX at a last reported price of $2.49 on June 20, 2025.

Key details of Smith's appointment:

• Brings 30+ years of experience in asset management and financial operations
• Annual base salary: $325,000
• Stock option grant: 100,000 shares at $2.60 strike price, vesting quarterly over 5 years
• Previous roles include CEO of SR Asset Management and senior positions at Aberdeen Asset Management
• Holds Executive MBA from INSEAD and HND in Accounting from Glasgow College of Commerce

The company is classified as an emerging growth company, eligible for reduced public company disclosure requirements. The filing includes standard risk disclaimers and confirms no reportable related-party transactions with Smith.

Medicus Pharma announced the appointment of Andrew Smith (57) as Chief Operating Officer, effective June 30, 2025. The filing details a prospectus supplement covering 2,260,000 common shares issuable upon warrant exercise at $4.64 per share, expiring November 15, 2029.

Key appointment details:

• Annual base salary: $325,000
• Stock option grant: 100,000 shares at $2.60 strike price, vesting quarterly over 5 years
• Extensive experience: Over 30 years in asset management and financial operations
• Previous roles: CEO of SR Asset Management, COO at Aberdeen Asset Management

Trading information: As of June 20, 2025, MDCX shares traded at $2.49 and warrants (MDCXW) at $0.80 on Nasdaq Capital Market. The company is classified as an emerging growth company under SEC rules.

Medicus Pharma has filed a prospectus supplement (424B3) related to 1,115,500 common shares issuable upon warrant exercise. The company has appointed Andrew Smith as Chief Operating Officer, effective June 30, 2025.

Key details of the filing include:

• Public Warrants are exercisable at $4.64 with expiration on November 15, 2029
• Current trading prices as of June 20, 2025: Common shares at $2.49, Warrants at $0.80
• Smith's compensation package includes $325,000 annual base salary and 100,000 stock options at $2.60 strike price, vesting quarterly over 5 years

Smith brings over 30 years of experience, previously serving as CEO of SR Asset Management and holding leadership positions at Aberdeen Asset Management. The company is listed on Nasdaq Capital Market under symbols MDCX (shares) and MDCXW (warrants) and qualifies as an emerging growth company.

Medicus Pharma Ltd. has announced its Annual General and Special Meeting scheduled for July 22, 2025, at 10:00 AM ET in Toronto. Key agenda items include:

• Review of audited financial statements for 2023-2024
• Appointment of KPMG LLP as auditors
• Election of directors
• Amendment to increase shareholder meeting quorum requirements
• Approval of share issuance under Nasdaq Rule 5635(d) related to Standby Equity Purchase Agreement with YA II PN, Ltd.
• Special resolution for articles of incorporation amendment

The record date is set for June 2, 2025. Shareholders must submit proxies by July 18, 2025, 10:00 AM ET. The company, as an emerging growth company under JOBS Act, benefits from reduced reporting requirements and is not required to conduct advisory votes on executive compensation. The filing includes comprehensive information about corporate governance, executive compensation, and director nominations.

Medicus Pharma (NASDAQ: MDCX) has appointed Andrew Smith as Chief Operating Officer, effective June 30, 2025. Smith, 57, brings over three decades of experience in asset management and financial operations to the emerging growth company.

Key appointment details:

• Base salary: $325,000 annually
• Stock compensation: 100,000 options at $2.60 strike price, vesting quarterly over 5 years
• Prior experience includes CEO roles at SR Asset Management and leadership positions at Aberdeen Asset Management
• Educational background: Executive MBA from INSEAD and HND in Accounting from Glasgow College of Commerce

Smith initially joined as a consultant on May 27, 2025, and currently serves on the board of HazelTree Fund Services while advising Code Registry. The appointment involves no reportable related-party transactions or family relationships with other executives.

Medicus Pharma Ltd. (Nasdaq: MDCX) filed Prospectus Supplement No. 3 to update investors on a third and final draw under its May 2, 2025 Securities Purchase Agreement with YA II PN, Ltd. (Yorkville). On June 17, 2025 Yorkville purchased a $2.5 million debenture, bringing aggregate principal issued to the maximum $5 million. Net cash proceeds total $4.5 million after original-issue discounts. Each debenture carries 8.0 % annual interest, rising to 18 % upon default, and matures on February 2, 2026. The notes are guaranteed by all subsidiaries via a global guaranty. Medicus remains an emerging-growth company and warns prospective investors to review Risk Factors in the base prospectus. This filing does not add new securities, but refreshes disclosure and incorporates the June 20, 2025 Current Report detailing the new debt obligation.