• Citius Pharmaceuticals to receive 65.6 million shares of TenX Keane, which will be renamed Citius Oncology, Inc.
• Citius Pharmaceuticals to retain approximately 90% majority control post transaction   
• Post-merger company expected to trade on Nasdaq as Citius Oncology, Inc.
• Transaction expected to support commercialization of LYMPHIR, if approved, and exploration of additional oncology assets

CRANFORD, N.J., Aug. 5, 2024 /PRNewswire/ -- Citius Pharmaceuticals, Inc. ("Citius Pharma" or the "Company") (Nasdaq: CTXR), a late-stage biopharmaceutical company dedicated to the development and commercialization of first-in-class critical care products, today announced that shareholders of TenX Keane Acquisition ("TenX") (Nasdaq: TENK), a publicly traded special purpose acquisition company, have voted to approve the previously announced business combination with Citius Pharma's oncology subsidiary. The newly combined public company will continue to trade on the Nasdaq stock exchange and is to be renamed Citius Oncology, Inc. ("Citius Oncology").

The transaction has been unanimously approved by the Board of Directors of both companies and Citius Pharma. Subject to certain contractual as well as customary closing conditions, the merger is expected to be completed in the coming weeks. 

The transaction is expected to provide Citius Oncology with improved access to the public equity markets, support the commercialization of LYMPHIR, if approved, and position the company to explore additional targeted oncology opportunities.   

"We look forward to closing this transaction in the coming weeks and unlocking and growing the value of our oncology asset," stated Leonard Mazur, Chairman and CEO of Citius Pharma.

About the Merger

Pursuant to the proposed 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 would be converted into the right to receive common stock of Citius Oncology.  As a result, upon closing, Citius Pharma would hold approximately 65.6 million shares of common stock of Citius Oncology which would represent approximately 90% of the newly public company. As part of the transaction, Citius Pharma will contribute $10 million in cash to Citius Oncology. An additional 12.75 million existing options will be assumed by Citius Oncology.

At closing, any cash remaining in TenX's trust account along with the cash provided by Citius Pharma will be contributed to Citius Oncology for working capital and general corporate purposes of Citius Oncology following the transaction. References to available cash from the TenX trust account and retained transaction proceeds are subject to any redemptions by the public stockholders of TenX and payment of transaction fees and expenses.

The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the merger agreement, a copy of which has been filed by Citius Pharma in a Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on October 24, 2023.

Advisors

Maxim Group LLC is acting as exclusive financial advisor to Citius Pharma and Newbridge Securities Corporation is acting as exclusive financial advisor to TenX. Wyrick Robbins Yates & Ponton LLP is acting as legal advisor to Citius Pharma and Citius Oncology. The Crone Law Group P.C. is acting as legal advisor to TenX.

About Citius Oncology, Inc.

Citius Oncology will serve as a platform to develop and commercialize novel targeted oncology therapies. The company is seeking approval from the U.S. Food and Drug Administration (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. 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 specially engineered IL-2- diphtheria toxin fusion protein made using recombinant DNA technology. It works by targeting cells that have IL-2 receptors with a toxin derived from diphtheria bacteria. Once inside the cell, this toxin stops the cell from making proteins, which leads to cell death. LYMPHIR has two main effects. It directly kills tumor cells by binding to the IL-2 receptors and internalizing the diphtheria toxin directly into the tumor cells, causing them to die. Additionally, it boosts the body's immune response by reducing the number of regulatory T-cells (Tregs) that suppress the immune system, thereby enhancing the body's ability to fight the tumor. 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.

In 2011 and 2013, the FDA granted orphan drug designation to LYMPHIR for the treatment of PTCL and CTCL, respectively. In 2021, denileukin diftitox received regulatory approval in Japan for the treatment of CTCL and peripheral T-cell lymphoma (PTCL). Subsequently in 2021, Citius Pharma acquired an exclusive license with rights to develop and commercialize LYMPHIR in all markets except for Japan and certain parts of Asia. The FDA is reviewing a Biologics License Application (BLA) for LYMPHIR and has set August 13, 2024, as the PDUFA target action date. If approved, LYMPHIR could be commercially available as early as the fourth quarter of 2024 for the treatment of persistent or recurrent CTCL. Additional value creating opportunities in larger markets include potential indications in peripheral T-cell lymphoma or as a combination therapy with CAR-T and PD-1 inhibitors, and in markets outside the U.S. Currently, two investigator-initiated trials are underway to explore LYMPHIR's potential as an immuno-oncology combination therapy.

About Citius Pharmaceuticals, Inc.

Citius Pharma is a late-stage biopharmaceutical company dedicated to the development and commercialization of first-in-class critical care products. The Company's diversified pipeline includes two late-stage product candidates. In May 2024, Citius Pharma announced positive topline data of Mino-Lok®, its antibiotic lock solution to salvage catheters in patients with catheter-related bloodstream infections. Following the expected merger of Citius Oncology and TenX, Citius Pharma would hold approximately 90% of Citius Oncology, a standalone publicly traded company, with LYMPHIR as its primary asset.  In addition, Citius Pharma completed enrollment in its Phase 2b trial of CITI-002 (Halo-Lido), a topical formulation for the relief of hemorrhoids. 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 Citius. 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; the FDA may not approve LYMPHIR; risks relating to the results of research and development activities, including those from our existing and any new pipeline assets; our need for substantial additional funds; our ability to commercialize our products if approved by the FDA; our dependence on third-party suppliers; our (including that of Citius Oncology as a majority owned subsidiary) ability to procure cGMP commercial-scale supply; the estimated markets for our product candidates and the acceptance thereof by any market; the ability of our product candidates to impact the quality of life of our target patient populations; our 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 September 30, 2023, filed with the SEC on December 29, 2023, 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.

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