CORRESP Filing
Medicus Pharma Ltd.
Date: June 23, 2025 · CIK: 0001997296 · Accession: 0001062993-25-012069
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-42408
Referenced dates: June 20, 2025
Letter
Medicus Pharma Ltd.: CORRESP - Filed by newsfilecorp.com
Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 June 23, 2025 VIA EDGAR Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Medicus Pharma Ltd. Preliminary Proxy Statement on Schedule 14A Filed June 13, 2025 File No. 001-42408 Ladies and Gentlemen: On behalf of Medicus Pharma Ltd. (the "Company"), we acknowledge receipt of the letter from the Staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission"), dated June 20, 2025 (the "Comment Letter"), with respect to the Company's Preliminary Proxy Statement on Schedule 14A, File No. 001-42408, filed with the Commission on June 13, 2025 (the "Proxy Statement"). Concurrently with the submission of this letter, the Company is filing Amendment No. 1 to the Proxy Statement ("Amendment No. 1"), which reflects changes made in response to the Comment Letter, and certain other updates. For your convenience, each response is prefaced by the exact text of the Staff's corresponding comment in bold, italicized text. Preliminary Proxy Statement on Schedule 14A Proposal 5 - Share Consolidation or Share Split, page 31 1. We note that Proposal 5 is seeking shareholder approval of a special resolution that would authorize the Board of Directors to approve a consolidation or share split of the Company's Common Shares "at a consolidation or share split ratio...to be determined by the Board in its sole discretion". Please revise here and throughout your preliminary proxy statement to disclose a possible range of the potential consolidation ratio, or advise. Response : The Company acknowledges the Staff's comment. The Company advises the Staff that the Company is no longer seeking shareholder approval of a special resolution that would authorize the Board of Directors to approve a consolidation or share split of the Company's Common Shares. The Company has revised the Proxy Statement throughout to reflect the fact that Proposal 5 in the Proxy Statement has been removed from Amendment No. 1 and that Proposal 6 in the Proxy Statement has been renumbered as Proposal 5 in Amendment No. 1.
June 23 2025 Page 2
2. Please revise your disclosure to provide further details about the reasons for the potential consolidation or share split including, but not limited to, the intended goals of a consolidation or share split and why such actions would be necessary or desirable in furtherance of the Company's business objectives or capital raising activities. Response : Please see the Company's response to Comment 1 above. The Company advises the Staff that as a result of the removal of Proposal 5 in the Proxy Statement the disclosure discussed in this Comment does not appear in Amendment No. 1. Certain Risks Associated with the Share Reorganization, page 31 3. Please revise your disclosure to include relevant risks associated with a potential share consolidation. Such risks may include that a consolidation may decrease the liquidity of your common stock, may not increase the price of your common stock in the long term, and that it may cause you to fall out of compliance with the Nasdaq Continued Listing Standards, if true. Response : Please see the Company's response to Comment 1 above. The Company advises the Staff that as a result of the removal of Proposal 5 in the Proxy Statement the disclosure discussed in this Comment does not appear in Amendment No. 1.
June 23 2025 Page 3
We appreciate the Staff's assistance in reviewing this response letter and the Proxy Statement. Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, to the undersigned at (212) 373-3434.
Very truly yours,
/s/ Christopher J. Cummings
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Medicus Pharma Ltd.: CORRESP - Filed by newsfilecorp.com
Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064
June 23, 2025
VIA EDGAR
Division of Corporation Finance
Office of Life Sciences
Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
Re: Medicus Pharma Ltd. Preliminary Proxy Statement on Schedule 14A Filed June 13, 2025 File No. 001-42408
Ladies and Gentlemen:
On behalf of Medicus Pharma Ltd. (the "Company"), we acknowledge receipt of the letter from the Staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission"), dated June 20, 2025 (the "Comment Letter"), with respect to the Company's Preliminary Proxy Statement on Schedule 14A, File No. 001-42408, filed with the Commission on June 13, 2025 (the "Proxy Statement").
Concurrently with the submission of this letter, the Company is filing Amendment No. 1 to the Proxy Statement ("Amendment No. 1"), which reflects changes made in response to the Comment Letter, and certain other updates. For your convenience, each response is prefaced by the exact text of the Staff's corresponding comment in bold, italicized text.
Preliminary Proxy Statement on Schedule 14A
Proposal 5 - Share Consolidation or Share Split, page 31
1. We note that Proposal 5 is seeking shareholder approval of a special resolution that would authorize the Board of Directors to approve a consolidation or share split of the Company's Common Shares "at a consolidation or share split ratio...to be determined by the Board in its sole discretion". Please revise here and throughout your preliminary proxy statement to disclose a possible range of the potential consolidation ratio, or advise.
Response : The Company acknowledges the Staff's comment. The Company advises the Staff that the Company is no longer seeking shareholder approval of a special resolution that would authorize the Board of Directors to approve a consolidation or share split of the Company's Common Shares. The Company has revised the Proxy Statement throughout to reflect the fact that Proposal 5 in the Proxy Statement has been removed from Amendment No. 1 and that Proposal 6 in the Proxy Statement has been renumbered as Proposal 5 in Amendment No. 1.
June 23 2025 Page 2
2. Please revise your disclosure to provide further details about the reasons for the potential consolidation or share split including, but not limited to, the intended goals of a consolidation or share split and why such actions would be necessary or desirable in furtherance of the Company's business objectives or capital raising activities.
Response : Please see the Company's response to Comment 1 above. The Company advises the Staff that as a result of the removal of Proposal 5 in the Proxy Statement the disclosure discussed in this Comment does not appear in Amendment No. 1.
Certain Risks Associated with the Share Reorganization, page 31
3. Please revise your disclosure to include relevant risks associated with a potential share consolidation. Such risks may include that a consolidation may decrease the liquidity of your common stock, may not increase the price of your common stock in the long term, and that it may cause you to fall out of compliance with the Nasdaq Continued Listing Standards, if true.
Response : Please see the Company's response to Comment 1 above. The Company advises the Staff that as a result of the removal of Proposal 5 in the Proxy Statement the disclosure discussed in this Comment does not appear in Amendment No. 1.
June 23 2025 Page 3
We appreciate the Staff's assistance in reviewing this response letter and the Proxy Statement. Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, to the undersigned at (212) 373-3434.
Very truly yours,
/s/ Christopher J. Cummings
Christopher J. Cummings
cc: Laura Crotty
Joshua Gorsky
Securities and Exchange Commission
Raza Bokhari, MD
Medicus Pharma Ltd.
Aaron Sonshine
Bennett Jones LLP