Citius Pharma to spin off Citius Oncology via merger with SPAC TenX Keane

Citius Pharmaceuticals, Inc.

Citius Pharma (CTXR) entered a merger agreement for its subsidiary Citius Oncology to combine with TenX Keane Acquisition.
Upon close, TenX will domesticate to Delaware and change name to 'Citius Oncology, Inc.'; expected close first half 2024.
SpinCo shares convert to New Citius Oncology shares using Base Exchange Ratio of 67.5M / outstanding SpinCo shares.
Termination rights include FDA CRL for Lymphir; $5M termination fee payable by Citius Pharma under certain conditions.
Sponsor 10XYZ Holdings supports transaction; post-close registration rights and shared services agreements planned.

item 1.01 item 7.01 item 9.01

Key facts

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Citius Pharmaceuticals, Inc. entered into Merger Agreement with TenX Keane Acquisition (effective 2023-10-23).

Action: entry
Agreement: merger
Counterparty: TenX Keane Acquisition
Effective: 2023-10-23

Exact text from the filing

On October 23, 2023, Citius Pharmaceuticals, Inc. (“Citius Pharma”) and Citius Oncology, Inc. (“SpinCo”), a wholly owned subsidiary of Citius Pharma, entered into an agreement and plan of merger and reorganization (the “Merger Agreement”) with TenX Keane Acquisition, a Cayman Islands exempted company (“TenX”), and TenX Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of TenX (“Merger Sub”).

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Citius Pharmaceuticals, Inc. filing history →

Source: SEC EDGAR

accession 0001013762-23-006005

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