Pharmaceuticals Company Announces Shareholder Approval of Oncology Merger
Pharmaceuticals Company Announces Shareholder Approval of Oncology Merger
Citius Pharmaceuticals Announces Shareholder Approval of Merger with Citius Oncology, Inc.
Disclaimer: The following article is based on a press release and contains forward-looking statements that involve risks, uncertainties, and assumptions. The details herein are provided for informational purposes only and should not be construed as professional financial advice. Readers are encouraged to consult with appropriate professionals before making any investment or business decisions.
Real-time information is available daily at https://stockregion.net
Citius Pharmaceuticals, Inc. ("Citius Pharma" or the "Company"), a late-stage biopharmaceutical company focused on the development and commercialization of first-in-class critical care products, has recently announced that shareholders of TenX Keane Acquisition ("TenX"), a publicly traded special purpose acquisition company (SPAC), have voted to approve the previously disclosed business combination with Citius Pharma's oncology subsidiary. This merger will result in the formation of a new public entity, Citius Oncology, Inc. ("Citius Oncology"), which will continue to trade on the Nasdaq stock exchange under the symbol CTXR.
The Merger
The merger between Citius Pharma's oncology subsidiary and TenX is a strategic move aimed at enhancing Citius Oncology's access to public equity markets. This transaction is expected to bolster the company's efforts in commercializing its leading product candidate, LYMPHIR™, pending FDA approval, and to provide a solid foundation for exploring additional targeted oncology opportunities.
Leonard Mazur, Chairman and CEO of Citius Pharma, expressed optimism about the merger, stating, "We look forward to closing this transaction in the coming weeks and unlocking and growing the value of our oncology asset."
Under the terms of the proposed agreement, TenX will acquire Citius Pharma's wholly owned oncology subsidiary through a merger. The newly formed public company will be renamed Citius Oncology, Inc. Upon completion of the merger, all shares of Citius Pharma's oncology subsidiary will be converted into common stock of Citius Oncology. Consequently, Citius Pharma will hold approximately 65.6 million shares of common stock in Citius Oncology, representing around 90% of the new public company.
As part of this transaction, Citius Pharma will contribute $10 million in cash to Citius Oncology. Additionally, Citius Oncology will assume 12.75 million existing options. Any remaining cash in TenX's trust account, along with the $10 million contribution from Citius Pharma, will be used as working capital and for general corporate purposes of Citius Oncology post-transaction. It should be noted that references to available cash from TenX’s trust account and retained transaction proceeds depend on potential redemptions by the public stockholders of TenX and the payment of transaction fees and expenses.
This transaction has been unanimously approved by the Board of Directors of both Citius Pharma and TenX. However, it remains subject to certain contractual and customary closing conditions and is expected to be finalized in the coming weeks.
Professional Advisory and Legal Teams
To ensure a seamless transaction, both companies have engaged reputable financial and legal advisors. Maxim Group LLC serves as the exclusive financial advisor to Citius Pharma, while Newbridge Securities Corporation assumes the role of exclusive financial advisor to TenX. Legal counsel for Citius Pharma and Citius Oncology is provided by Wyrick Robbins Yates & Ponton LLP, and The Crone Law Group P.C. represents TenX in legal matters.
This detailed description of the transaction is qualified in its entirety by reference to the merger agreement, which has been filed by Citius Pharma in a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (SEC) on October 24, 2023. Citius Oncology is poised to serve as a robust platform for developing and commercializing novel targeted oncology therapies. One of the company's most promising assets is LYMPHIR™, a treatment candidate for persistent or recurrent cutaneous T-cell lymphoma (CTCL), a rare form of non-Hodgkin lymphoma. Citius Oncology is currently seeking approval from the U.S. Food and Drug Administration (FDA) for LYMPHIR™ as an orphan drug, which could provide substantial benefits if approved.
With the completion of the merger, Citius Oncology aims to leverage its enhanced financial position to drive the commercialization of LYMPHIR™ and explore other targeted oncology opportunities. The combined expertise and resources of Citius Pharma and TenX are expected to strengthen the company’s market position and accelerate its growth trajectory. By forming Citius Oncology, the companies aim to create a powerful platform for advancing innovative oncology therapies and improving patient outcomes. The strategic alignment and financial support resulting from this merger are anticipated to propel Citius Oncology toward achieving its long-term goals and delivering value to shareholders and stakeholders alike.
As the merger progresses toward finalization, industry observers and stakeholders will closely monitor the developments and future announcements from Citius Pharma and TenX. The anticipated success of Citius Oncology could set a precedent for similar transactions in the biopharmaceutical sector.
Disclaimer: This article contains forward-looking statements that involve risks, uncertainties, and assumptions. The information provided herein is intended for general informational purposes only and should not be considered as professional financial advice. Readers are advised to conduct their own research and consult with qualified professionals before making any investment or business decisions.
Real-time information is available daily at https://stockregion.net