Citius Pharmaceuticals Executes Definitive Agreement to Merge Wholly Owned Subsidiary with TenX Keane Acquisition to Form Publicly Listed Citius Oncology, Inc. Citius Pharmaceuticals, Inc. to receive $675 million in equi

Pharmaceuticals Executes Definitive Agreement to Merge Wholly Owned Subsidiary with TenX Keane Acquisition to Form Publicly Listed Citius

Pharmaceuticals, Inc. to receive $675 million in equity of Citius Oncology, Inc. and retain approximately 90% majority control in publicly

listed Citius Oncology, Inc. post transaction

anticipated to close in the first half of 2024

N.J. and NEW YORK, N.Y., October 24, 2023 - Citius Pharmaceuticals, Inc. ("Citius Pharma" or the "Company")

(Nasdaq: CTXR), a biopharmaceutical company developing and commercializing first-in-class critical care products, and TenX Keane Acquisition

("TenX") (NASDAQ: TENKU), a publicly traded special purpose acquisition company (SPAC), today announced that they have entered

into a definitive agreement, dated October 23, 2023, for a proposed merger of TenX and Citius Pharma's wholly owned oncology subsidiary

that will continue as a public company listed on the Nasdaq exchange. The newly combined public company will be named Citius Oncology,

Inc. ("Citius Oncology"). Upon closing, pursuant to the terms of the merger agreement, Citius Pharma would receive 67.5 million

shares in Citius Oncology at $10 per share and retain majority ownership of approximately 90%. The transaction has been approved by the

Board of Directors of both companies and is expected to close in the first half of 2024.

Oncology will serve as a platform to develop and commercialize novel targeted oncology therapies. The company is seeking approval from

the U.S. Food and Drug Administration (FDA) of LYMPHIR for an orphan indication in the treatment of persistent or recurrent cutaneous

T-cell lymphoma (CTCL), a rare form of non-Hodgkin lymphoma. Management estimates the initial market for LYMPHIR currently exceeds $400

million, is growing and is underserved by existing therapies. If approved, LYMPHIR would be unique as the only IL-2 receptor targeted

CTCL therapy, offering a novel option to patients cycling through multiple treatments. Robust intellectual property protections that

span orphan drug designation, complex technology, trade secrets and pending patents for immuno-oncology use as a combination therapy

with checkpoint inhibitors would further support Citius Oncology's competitive positioning.

are underway for a Biologics License Application (BLA) resubmission in early 2024. If approved, LYMPHIR could be commercially available

as early as the second half of 2024 for the treatment of CTCL. Additional value creating opportunities in larger markets include potential

indications in peripheral T-cell lymphoma or as a combination therapy with CAR-T and PD-1 inhibitors, and in markets outside the U.S.

Currently, two investigator-initiated trials are underway to explore LYMPHIR's potential as an immuno-oncology combination therapy.

transaction is expected to provide Citius Oncology with improved access to the public equity markets and thereby facilitate the commercialization

of LYMPHIR and position the company to explore additional value creating opportunities more fully.

PHARMA AND TENX COMMENTS

believe this transaction will allow us to unlock the value of LYMPHIR, and solidly position Citius Pharma to advance our diversified

pipeline. This transaction will enable Citius Oncology, with access to the broader capital markets, to better support the successful

commercialization of LYMPHIR, if approved, and explore additional potential targeted oncology therapies. Our majority ownership position

and shared services agreement ensures that the Citius Pharma management team will remain fully engaged with the development and commercialization

efforts at Citius Oncology. As previously announced, the Company is in the process of formulating a plan of distribution of a portion

of the shares of Citius Oncology to its shareholders. At Citius Pharma, we intend to focus on completing the Mino-Lok trial and continuing

to evaluate next steps with our Halo-Lido program," stated Leonard Mazur, Chairman and CEO of Citius Pharma.

are very pleased to announce the proposed merger with Citius Oncology," said Mr. Xiaofeng Yuan, Chairman and CEO of TenX. "After

undertaking a comprehensive process with external advisors to explore and evaluate numerous potential business combination targets, our

board and management team believe that this transaction with Citius Oncology represents the best opportunity to create substantial value

for our stockholders. This business combination, if consummated, will result in TenX investors owning an equity stake in a company that

is focused on developing and commercializing LYMPHIR to improve the lives of patients with CTCL and additional potential upside from

combinations with other drugs as immuno-oncology therapies with even larger addressable markets. We are thrilled to support Citius Oncology

at an inflection point in its development and to provide an avenue for Citius to expeditiously meet its development milestones."

PROPOSED MERGER AGREEMENT

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 receive 67.5 million

shares of common stock of Citius Oncology which, at an implied value of $10.00 per share, would be $675 million in equity of Citius Oncology,

before fees and expenses. 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.

closing, any cash remaining in TenX's trust account along with the cash provided by Citius Pharma will be contributed to Citius

Oncology to support ongoing operations and planned commercialization efforts. 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

closing, Citius Oncology will operate under a shared services agreement with Citius Pharma, with fees payable quarterly to Citius Pharma,

for the services of several key members of the Citius Pharma team, led by Leonard Mazur, Chief Executive Officer, Jaime Bartushak, Chief

Financial Officer and Dr. Myron Czuczman, Chief Medical Officer. Myron Holubiak will serve as Executive Vice Chairman of the Citius Oncology

transaction, which has been unanimously approved by both Boards of Directors of Citius Pharma and TenX, is subject to approval by stockholders

of TenX and other customary closing conditions. Citius Pharma, as the sole holder of Citius Oncology common stock, has approved the transaction.

The proposed business combination is expected to be completed in the first half of 2024.

more detailed description of the transaction terms and a copy of the business combination agreement will be included in a Current Report

on Form 8-K to be filed by each of Citius Pharma and TenX with the United States Securities and Exchange Commission ("SEC").

In connection with the transaction, TenX intends to file a registration statement (which will contain a proxy statement/prospectus) with

press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor

shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful

prior to the registration or qualification under the securities laws of any such state or jurisdiction.

PHARMA AND TENX STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, ONCE AVAILABLE, THE REGISTRATION STATEMENT AND THE PRELIMINARY

PROXY STATEMENT/PROSPECTUS AND ANY AMENDMENTS THERETO AND, ONCE AVAILABLE, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH

THE BUSINESS COMBINATION, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT CITIUS PHARMA, TENX, CITIUS ONCOLOGY AND THE

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. The Crone Law Group P.C. is acting

as legal advisor to TenX.

INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND WHERE TO FIND IT

connection with the proposed business combination, TenX intends to file a registration statement on Form S-4 that will include a proxy

statement of TenX and a prospectus of Citius Oncology. The proxy statement/prospectus will be sent to all TenX stockholders. Before making

any voting decision, securities holders of TenX are urged to read the proxy statement/prospectus and all other relevant documents filed

or that will be filed with the SEC in connection with the proposed business combination as they become available because they will contain

important information about the proposed business combination and the parties to the proposed business combination.

and securities holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or

that will be filed with the SEC by TenX and Citius Pharma through the website maintained by the SEC at www.sec.gov. In addition, the

documents filed by Citius Pharma may be obtained free of charge from Citius Pharma's website at www.citiuspharma.com, or by written

request to Citius Pharmaceuticals, Inc., 11 Commerce Drive, 1st Floor, Cranford, New Jersey 07016, Attention Chief Financial Officer.

The documents filed by TenX may be obtained free of charge by written request to TenX Keane Acquisition, 420 Lexington Avenue, Suite

2446, New York, New York 10170.

Pharma and Tenx and certain of their respective directors, executive officers, and other members of management and employees may, under

SEC rules, be deemed to be participants in the solicitations of proxies from TenX's shareholders in connection with the proposed

transaction. Information regarding Citius Pharma's directors and executive officers is available in its definitive proxy statement

on Schedule 14A for the 2023 annual meeting of stockholders, which was filed with the SEC on December 22, 2022. Information about TenX's

directors and executive officers and their ownership of TenX's securities is set forth in TenX's filings with the SEC, including

TenX's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on April 17, 2023.

To the extent that holdings of TenX's securities have changed since the amounts printed in TenX's Annual Report, such changes

have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.

information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included

in the proxy statement/prospectus when it becomes available. Shareholders, potential investors, and other interested persons in respect

of Citius Pharma and TenX should read the proxy statement/prospectus carefully when it becomes available before making any voting or

investment decisions. You may obtain free copies of these documents from the sources indicated above.

Citius Oncology, Inc.

Oncology is a late-stage pharmaceutical company focused on developing and commercializing targeted oncology therapies. Its strategy centers

on achieving a market leading position by advancing innovative therapies with reduced development and clinical risks, and leveraging

competitive advantages supported by intellectual property and regulatory exclusivity protection. This includes new formulations of previously

approved drugs with substantial existing safety and efficacy data or expanded indications for approved therapies.

Oncology's lead product candidate is LYMPHIR, an engineered IL-2 diphtheria toxin fusion protein, for the treatment of patients

with persistent or recurrent CTCL, a rare form of non-Hodgkin lymphoma. Management believes the market for LYMPHIR for CTCL, estimated

to exceed $400 million, is attractive, growing and underserved by existing treatments. On July 28, 2023, the FDA issued a complete response