Medicus Pharma signs non-binding LOI for SkinJect SPAC combination

Medicus Pharma Ltd. (NASDAQ: MDCX) announced on November 4, 2026 that its wholly-owned subsidiary, Skinject, Inc., entered into a non-binding letter of intent with an undisclosed special purpose acquisition company for a proposed business combination involving SkinJect.¹

The terms laid out in the LOI include 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.¹ The structure is meant to establish a separately listed company dedicated to SkinJect, with Medicus seeking to retain majority economic and voting ownership, providing a dedicated financing platform for SkinJect's rare-disease dermatology program while preserving Medicus shareholders' participation in its potential future value.¹

Under the proposed terms, the SPAC would acquire 100% of SkinJect in exchange for newly issued common shares of the combined company, with final ownership depending 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.¹

The company cautioned that except for certain limited procedural provisions, the proposed transaction terms are non-binding, and completion would be subject to satisfactory due diligence, negotiation and execution of definitive agreements, completion of the financing, satisfaction of a minimum-cash condition, required board and shareholder approvals, applicable SEC filings and registration requirements, stock exchange listing approval and other agreed closing conditions.¹ Medicus said it currently anticipates completing the proposed business combination during the first half of 2027, though there can be no assurance that the transaction will close within this anticipated timeframe or at all.¹

SkinJect is described as an investigational dissolvable microneedle-array patch designed to deliver doxorubicin directly into basal cell carcinoma lesions.¹ Medicus has focused future internally sponsored SkinJect clinical development on Gorlin syndrome, a rare genetic condition associated with multiple, recurrent basal cell carcinomas.¹ The FDA has issued a "Study May Proceed" letter authorizing initiation of SKNJCT-005, the Company's planned NDA-enabling registrational Phase 2b study.¹