Citius Pharmaceuticals, Inc., a biopharmaceutical company developing and commercializing first-in-class critical care products, and TenX Keane Acquisition a special purpose acquisition company (SPAC), have entered into a definitive agreement for a proposed merger of TenX and Citius Pharma’s wholly owned oncology subsidiary. The transaction is anticipated to close 1H24.

The newly combined public company will be named Citius Oncology, Inc. and upon closing, Citius Pharma will 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.

Citius Oncology will serve as a platform to develop and commercialize novel targeted oncology therapies. The company is seeking approval from the U.S. 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. 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. 

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.

“We believe this transaction will allow us to unlock the value of LYMPHIR, and solidly position Citius Pharma to advance our diversified pipeline,” said Leonard Mazur, Chairman and CEO of Citius Pharma. “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.” 

“We are very pleased to announce the proposed merger with Citius Oncology,” said 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.”