Full Press Release Details
Citius Pharmaceuticals Executes Definitive
Merge Wholly Owned Subsidiary with TenX Keane Acquisition to Form Publicly Listed Citius Oncology, Inc.
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
CRANFORD, 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.
CITIUS ONCOLOGY OVERVIEW
Citius 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.
Preparations 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.
The 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.
CITIUS PHARMA AND TENX COMMENTS
"We 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.
"We 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."
THE PROPOSED MERGER AGREEMENT
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 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.
At 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 expenses.
Upon 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 Board of Directors.
The 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.
A 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 the SEC.
This 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.
CITIUS 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 PROPOSED MERGER.
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. The Crone Law Group P.C. is acting as legal advisor to TenX.
IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS
COMBINATION AND WHERE TO FIND IT
In 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.
Investors 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.
PARTICIPANTS IN THE SOLICITATION
Citius Pharma and Tenx and certain of their respective