TenX Keane shareholders voted to approve the previously announced merger with Citius Oncology at an extraordinary general meeting held on August 2, 2024
Post-merger company expected to trade on Nasdaq as Citius Oncology, Inc. (CTOR)
New York, NY, Aug. 09, 2024 (GLOBE NEWSWIRE) -- On August 7, 2024, TenX Keane Acquisition (Nasdaq: TENKU, TENK, TENKR) (“TenX”), a publicly traded special purpose acquisition company, was notified by The Nasdaq Stock Market that trading in TenX’s securities had been halted for “additional information requested” from the company. The trading halt was imposed following volatility in the trading price and volume of TenX’s securities on Wednesday, August 7, 2024. TenX and its advisors have been in contact with representatives of Nasdaq regarding the lifting of the trading halt. While the trading halt is in place, TenX understands that its securities cannot be traded on any other exchange or in the over-the-counter market.
On August 8, 2024, Citius Pharmaceuticals, Inc. (“Citius Pharma”) (Nasdaq: CTXR) announced that the FDA had approved LYMPHIR? (denileukin diftitox-cxdl) for the treatment of relapsed or refractory (r/r) cutaneous T-cell lymphoma after at least one prior systemic therapy.
TenX and Citius Pharma are working diligently toward closing and expect it to occur in the near future. The newly combined public company is to be renamed Citius Oncology, Inc. and will continue to trade on the Nasdaq stock exchange under the symbol “CTOR.”
About the Merger
Pursuant to the business combination 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 will be converted into the right to receive common stock of the new public company, Citius Oncology. As a result, upon closing, Citius Pharma will hold approximately 65.6 million shares of common stock of Citius Oncology which will represent approximately 90% of the new public company. As part of the transaction, Citius Pharma will contribute up to $10 million in cash to Citius Oncology to fund transaction expenses and working capital post-closing. An additional 12.75 million existing options will be assumed by Citius Oncology from Citius Pharma’s subsidiary.
The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the business combination agreement, a copy of which has been filed by TenX in a Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on October 24, 2023.
Advisors
Newbridge Securities Corporation is acting as exclusive financial advisor to TenX and Maxim Group LLC is acting as exclusive financial advisor to Citius Pharma. The Crone Law Group, P.C., Han Kun Law Offices, Ogier are acting as U.S., PRC, and Cayman legal advisors to TenX, respectively. Wyrick Robbins Yates & Ponton LLP is acting as legal advisor to Citius Pharma and Citius Oncology.
About TenX Keane Acquisition
TenX Keane Acquisition is a blank check company, also commonly referred to as a special purpose acquisition company (SPAC) formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities. TenX is led by Xiaofeng Yuan, Chairman and Chief Executive Officer, and Taylor Zhang, Chief Financial Officer, who are growth-oriented executives with a long track record of value creation across industries.
About Citius Oncology, Inc.
Citius Oncology will serve as a platform to develop and commercialize novel targeted oncology therapies. In August 2024, the U.S. Food and Drug Administration (FDA) approved LYMPHIR for an orphan indication in the treatment of adults with relapsed or refractory 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. 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.
About LYMPHIR? (denileukin diftitox-cxdl)
LYMPHIR is a targeted immune therapy for r/r CTCL indicated for use in Stage I-III disease after at least one prior systemic therapy. It is a recombinant fusion protein that combines the IL-2 receptor binding domain with diphtheria toxin fragments. The agent specifically binds to IL-2 receptors on the cell surface, causing diphtheria toxin fragments that have entered cells to inhibit protein synthesis. After uptake into the cell, the DT fragment is cleaved and the free DT fragments inhibit protein synthesis, resulting in cell death. Denileukin diftitox-cxdl demonstrated the ability to deplete immunosuppressive regulatory T lymphocytes (Tregs) and antitumor activity through a direct cytocidal action on IL-2R-expressing tumors.
In 2021, denileukin diftitox received regulatory approval in Japan for the treatment of CTCL and PTCL. Subsequently, in 2021, Citius acquired an exclusive license with rights to develop and commercialize LYMPHIR in all markets except for Japan and certain parts of Asia.
About Citius Pharmaceuticals, Inc.
Citius Pharma is a biopharmaceutical company dedicated to the development and commercialization of first-in-class critical care products. In August 2024, the FDA approved LYMPHIR, a targeted immunotherapy for an initial indication in the treatment of cutaneous T-cell lymphoma. Citius Pharma’s late-stage pipeline also includes Mino-Lok?, an antibiotic lock solution to salvage catheters in patients with catheter-related bloodstream infections, and CITI-002 (Halo-Lido), a topical formulation for the relief of hemorrhoids. A Pivotal Phase 3 Trial for Mino-Lok and a Phase 2b trial for Halo-Lido were completed in 2023. Mino-Lok met primary and secondary endpoints of its Phase 3 Trial. Citius is actively engaged with the FDA to outline next steps for both programs. For more information, please visit www.citiuspharma.com.
Forward-Looking Statements
This press release may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are made based on our expectations and beliefs concerning future events impacting TenX. You can identify these statements by the fact that they use words such as "will," "anticipate," "estimate," "expect," "plan," "should," and "may" and other words and terms of similar meaning or use of future dates. Forward-looking statements are based on management's current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from those currently anticipated are: the planned transaction between TenX Keane Acquisition and Citius Pharma to form Citius Oncology may not be completed for failure to meet closing conditions or other reasons; the anticipated benefits of the transaction may not be realized fully, if at all, or may take longer to realize than expected; risks relating to the results of research and development activities, including those from our existing and any new pipeline assets; the need for substantial additional funds; the ability to commercialize products if approved by the FDA; the dependence on third-party suppliers; the estimated markets for product candidates and the acceptance thereof by any market; the ability of product candidates to impact the quality of life of target patient populations; the ability to obtain, perform under and maintain financing and strategic agreements and relationships; uncertainties relating to preclinical and clinical testing; the early stage of products under development; market and other conditions; risks related to our growth strategy; patent and intellectual property matters; our ability to identify, acquire, close and integrate product candidates and companies successfully and on a timely basis; government regulation; competition; as well as other risks described in our SEC filings. These may be further impacted by any future public health risks or geopolitical events. Accordingly, these forward-looking statements do not constitute guarantees of future performance, and you are cautioned not to place undue reliance on these forward-looking statements. Risks regarding our business are described in detail in our Securities and Exchange Commission (“SEC”) filings which are available on the SEC’s website at www.sec.gov, including in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 16, 2024, and updated by our subsequent filings with the SEC. These forward-looking statements speak only as of the date hereof, and we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.
