8-K
filed August 16, 2024, 7:59 PM ET
ticker CTOR
CIK 0001851484
M&A
confidence high
sentiment positive
materiality 0.90
CITIUS ONCOLOGY, INC. (CTOR): M&A transaction — Citius Oncology completes de-SPAC business combination; CTOR begins trading
CITIUS ONCOLOGY, INC.
- Citius Pharma received 65.6M shares (~92.6% ownership); 4.3M SPAC shares redeemed for ~$49.3M ($11.47 each).
- Company Common Stock began trading on Nasdaq Capital Market as 'CTOR' on August 13, 2024.
- Leonard Mazur appointed CEO & Chair; Jaime Bartushak CFO; Myron Holubiak Secretary/Treasurer; Myron Czuczman CMO.
- Citius Pharma contributed $10M capital; waivers include LYMPHIR trademark transfer within 60 days post-closing.
- 71.3M shares outstanding post-closing; board of 8 directors with staggered terms; controlled company under Nasdaq rules.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Cathy Jiang resigned as Director at CITIUS ONCOLOGY, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Cathy Jiang and Brian Hartzband resigned as directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Brian Hartzband resigned as Director at CITIUS ONCOLOGY, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Cathy Jiang and Brian Hartzband resigned as directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Xiaofeng Yuan resigned as Chief Executive Officer at CITIUS ONCOLOGY, INC..
- Action
- resigned
- Role
- Chief Executive Officer
Exact text from the filing
Xiaofeng Yuan resigned as Chief Executive Officer and Chairman of the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Taylor Zhang resigned as Chief Financial Officer at CITIUS ONCOLOGY, INC..
- Action
- resigned
- Role
- Chief Financial Officer
Exact text from the filing
Taylor Zhang resigned as Chief Financial Officer and a director
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
CITIUS ONCOLOGY, INC. underwent a change of control involving Citius Pharmaceuticals, Inc. (closed 2024-08-12).
- Action
- change of control
- Counterparty
- Citius Pharmaceuticals, Inc.
- Closing
- 2024-08-12
Exact text from the filing
On August 12, 2024 (the “Closing Date”), the Company completed the previously announced business combination (the “Closing”) pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of October 23, 2023 (the “Merger Agreement”), by and among Citius Pharmaceuticals, Inc., a Nevada corporation (“Citius Pharma”), Citius Oncology, Inc., a Delaware corporation (now known as Citius Oncology Sub, Inc., “SpinCo”), TenX (now Citius Oncology, Inc., a Delaware corporation) and TenX Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of TenX (“Merger Sub”), and the related transaction documents described therein (the “Business Combination”).
View on SEC.gov
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