TenX Keane Acquisition Combines with 03 Life Sciences

TL;DR

TenX Keane Acquisition is merging with 03 Life Sciences, bringing new execs and a pharma focus.

AI Summary

On August 2, 2024, TenX Keane Acquisition announced a significant business combination with 03 Life Sciences, a pharmaceutical preparations company. The filing details the appointment of new officers and directors, including CEO David Chen and CFO Jian Li, and outlines compensatory arrangements. This event is expected to be a major step in the company's strategic growth within the life sciences sector.

Why It Matters

This business combination signifies a strategic move for TenX Keane Acquisition into the pharmaceutical sector, potentially unlocking new growth avenues and product pipelines.

Risk Assessment

Risk Level: medium — The combination of a SPAC with a pharmaceutical company introduces inherent risks related to clinical trials, regulatory approvals, and market adoption.

Key Players & Entities

• TenX Keane Acquisition (company) — Registrant
• 03 Life Sciences (company) — Target company in business combination
• David Chen (person) — Appointed CEO
• Jian Li (person) — Appointed CFO
• August 2, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — Market LLC Ordinary shares, par value $0.0001 per share TENK The Nasdaq Stock Mar
• $0 — ce of shares of common stock, par value $0.0001, of New Citius Oncology pursuant t
• $11.46 — itial public offering, or approximately $11.46 per share, which is calculated using th
• $49,265,965.44 — business day ahead of the Meeting, and $49,265,965.44 in the aggregate. Item 9.01. Financia

Filing Documents

• form8-k.htm (8-K) — 114KB
• ex10-5.htm (EX-10.5) — 182KB
• 0001493152-24-030145.txt ( ) — 556KB
• tenku-20240802.xsd (EX-101.SCH) — 4KB
• tenku-20240802_def.xml (EX-101.DEF) — 27KB
• tenku-20240802_lab.xml (EX-101.LAB) — 37KB
• tenku-20240802_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 7KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2024 TenX Keane Acquisition (Exact name of registrant as specified in its charter) Cayman Islands 001-41534 N/A (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 420 Lexington Ave , Suite 2446 New York , NY 10170 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (347) 627-0058 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one ordinary share and one right TENKU The Nasdaq Stock Market LLC Ordinary shares, par value $0.0001 per share TENK The Nasdaq Stock Market LLC Rights, each right entitling the holder to receive two-tenths of one ordinary share TENKR The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 2024 Omnibus Stock Incentive Plan On August 2, 2024, TenX Keane Acquisition, a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation in connection with the closing of its initial business combination) (" TenX ," and TenX, after giving effect to the Domestication (as defined below), " New Citius Oncology "), held an extraordinary general meeting of its shareholders (the " Meeting "). At the Meeting, our shareholders approved, among other things, the New Citius Oncology 2024 Omnibus Stock Incentive Plan (the " Incentive Award Plan "), which will become effective upon the closing of the Business Combination (as defined below). The Incentive Award Plan provides for grants of stock-based compensation awards, including without limitation, incentive stock options, non-statutory stock options, SARs, restricted shares of common stock, restricted stock units, performance share or unit awards, other stock-based awards and cash-based incentive awards. Employees, officers and consultants of New Citius Oncology or any parent or affiliate, including Citius Pharmaceuticals, Inc., a Delaware corporation (" Citius "), or any non-employee director of New Citius Oncology's board of directors (the " Board ") are eligible to receive awards under the Incentive Award Plan. Following the closing of the Business Combination, the Incentive Award Plan will be administered by the Board, which may delegate its duties and responsibilities to one or more committees of its directors and/or officers (referred to collectively as the "plan administrator"), subject to the limitations imposed under the Incentive Award Plan, Section 16 of the Securities Exchange Act of 1934, as amended, stock exchange rules and other applicable laws . The initial aggregate number of shares of common stock of New Citius Oncology (" New Citius Oncology Common Stock ") that will be available for issuance under the Incentive Award Plan will be 15,000,000 or approximately 19.8% of the number of fully-diluted shares of New Citius Oncology Common Stock outstanding as of the closing of the Business Combination assuming a Maximum Redemption Scenario (as such term is defined in the definitive proxy statement/prospectus of TenX, which was filed with the United States Securities and Exchange Commission (the " SEC ") on July 12, 2024 (the " proxy statement/prospectus ")). The information set forth in the section entitled " Proposal No. 6 — The Incentive Plan Proposal " beginning on page 164 of the proxy statement/prospectus is incor

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