On August 5, 2024 Citius Pharmaceuticals, Inc. ("Citius Pharma" or the "Company") (Nasdaq: CTXR), a late-stage biopharmaceutical company dedicated to the development and commercialization of first-in-class critical care products, reported that shareholders of TenX Keane Acquisition ("TenX") (Nasdaq: TENK), a publicly traded special purpose acquisition company, have voted to approve the previously announced business combination with Citius Pharma’s oncology subsidiary (Press release, Citius Pharmaceuticals, AUG 5, 2024, View Source [SID1234645351]). The newly combined public company will continue to trade on the Nasdaq stock exchange and is to be renamed Citius Oncology, Inc. ("Citius Oncology").
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The transaction has been unanimously approved by the Board of Directors of both companies and Citius Pharma. Subject to certain contractual as well as customary closing conditions, the merger is expected to be completed in the coming weeks.
The transaction is expected to provide Citius Oncology with improved access to the public equity markets, support the commercialization of LYMPHIR, if approved, and position the company to explore additional targeted oncology opportunities.
"We look forward to closing this transaction in the coming weeks and unlocking and growing the value of our oncology asset," stated Leonard Mazur, Chairman and CEO of Citius Pharma.
About the Merger
Pursuant to the proposed agreement, TenX will acquire Citius Pharma’s wholly owned subsidiary via a merger, with the newly combined publicly traded company to be named Citius Oncology, Inc. In the transaction, all shares of Citius Pharma’s wholly owned subsidiary would be converted into the right to receive common stock of Citius Oncology. As a result, upon closing, Citius Pharma would hold approximately 65.6 million shares of common stock of Citius Oncology which would represent approximately 90% of the newly public company. As part of the transaction, Citius Pharma will contribute $10 million in cash to Citius Oncology. An additional 12.75 million existing options will be assumed by Citius Oncology.
At closing, any cash remaining in TenX’s trust account along with the cash provided by Citius Pharma will be contributed to Citius Oncology for working capital and general corporate purposes of Citius Oncology following the transaction. References to available cash from the TenX trust account and retained transaction proceeds are subject to any redemptions by the public stockholders of TenX and payment of transaction fees and expenses.
The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the merger agreement, a copy of which has been filed by Citius Pharma in a Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on October 24, 2023.
Advisors
Maxim Group LLC is acting as exclusive financial advisor to Citius Pharma and Newbridge Securities Corporation is acting as exclusive financial advisor to TenX. Wyrick Robbins Yates & Ponton LLP is acting as legal advisor to Citius Pharma and Citius Oncology. The Crone Law Group P.C. is acting as legal advisor to TenX.