CITIUS ONCOLOGY (CTSO) Files 8-K: Acquisition, Equity Sales, Accountant Change

TL;DR

CTSO 8-K: Acquisition done, sold some stock, new accountant. Big changes happening.

AI Summary

On August 12, 2024, Citius Oncology, Inc. (formerly TenX Keane Acquisition) filed an 8-K detailing several significant events. These include entering into a material definitive agreement, the completion of an acquisition or disposition of assets, and unregistered sales of equity securities. The filing also notes material modifications to the rights of security holders and changes in the registrant's certifying accountant.

Why It Matters

This 8-K filing indicates substantial corporate activity for Citius Oncology, including asset transactions and changes in financial oversight, which could impact its future operations and financial reporting.

Risk Assessment

Risk Level: medium — The filing details multiple significant corporate events including acquisitions, asset dispositions, and unregistered equity sales, which can introduce complexity and potential risks.

Key Players & Entities

• CITIUS ONCOLOGY, INC. (company) — Filer
• TenX Keane Acquisition (company) — Former company name
• 0001851484 (company) — Central Index Key
• 20240812 (date) — Report date

FAQ

Key Financial Figures

• $0.0001 — d outstanding ordinary share, par value $0.0001 per share, of TenX ("TenX Ordinary Shar
• $10,000,000 — 2.3(f), which waiver provided that the $10,000,000 in cash Citius Pharma contributed to th
• $3,800,111 — d to the Company was to be comprised of $3,800,111 in working capital of SpinCo post-Closi
• $6,199,889 — capital of SpinCo post-Closing, funding $6,199,889 of transaction expenses of the parties
• $1,077,026 — he parties to the Merger Agreement, and $1,077,026 for the purchase of TenX rights prior t
• $1,288,532 — the Sponsor, dated August 12, 2024, for $1,288,532 of transaction expenses, which automati
• $10 million — le in full upon a financing of at least $10 million by the Company, per the terms of the No
• $11.47 — itial public offering, or approximately $11.47 per share and $49,296,087.16 in the agg
• $49,296,087.16 — , or approximately $11.47 per share and $49,296,087.16 in the aggregate. The remaining balance
• $163,498.89 — y prior to the Closing of approximately $163,498.89 remained in the trust account, which wa

Filing Documents

• ea0211423-8k_citius.htm (8-K) — 153KB
• ea021142301ex3-1_citius.htm (EX-3.1) — 40KB
• ea021142301ex3-2_citius.htm (EX-3.2) — 160KB
• ea021142301ex10-1_citius.htm (EX-10.1) — 123KB
• ea021142301ex10-2_citius.htm (EX-10.2) — 63KB
• ea021142301ex10-8_citius.htm (EX-10.8) — 19KB
• ea021142301ex10-9_citius.htm (EX-10.9) — 19KB
• ea021142301ex16-1_citius.htm (EX-16.1) — 2KB
• ea021142301ex21-1_citius.htm (EX-21.1) — 2KB
• 0001213900-24-070335.txt ( ) — 925KB
• tenku-20240812.xsd (EX-101.SCH) — 3KB
• tenku-20240812_def.xml (EX-101.DEF) — 26KB
• tenku-20240812_lab.xml (EX-101.LAB) — 35KB
• tenku-20240812_pre.xml (EX-101.PRE) — 24KB
• ea0211423-8k_citius_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. The information set forth in the "Introductory Note" above is incorporated into this Item 1.01 by reference. Amended &Restated Registration Rights Agreement On August 12, 2024, in connection with the Closing and as contemplated by the Merger Agreement, the Company, Sponsor Equityholders and the Legacy Citius Oncology Equityholder (each defined therein) entered into the Amended and Restated Registration Rights Agreement (the "A&R Registration Rights Agreement"). The material terms of the A&R Registration Rights Agreement are described in the section entitled " Proposal No. 1 — The Business Combination Proposal — Summary of the Ancillary Agreements — Amended & Restated Registration Rights Agreement " beginning on page 131 of the Final Prospectus. In addition, in a term agreed to in connection with the Closing, the Company agreed to use its commercially reasonable efforts to file a registration statement for the resale of any or all of an individual holder's registrable securities, as requested in writing by such holder, within 120 days of the date of the A&R Registration Rights Agreement. The description of the A&R Registration Rights Agreement herein is qualified in its entirety by the text of the A&R Registration Rights Agreement, which is included as Exhibit 10.1 to this Report and is incorporated herein by reference. Amended & Restated Shared Services Agreement On August 12, 2024, in connection with the Closing and as contemplated by the Merger Agreement, SpinCo and Citius Pharma entered into the Amended and Restated Shared Services Agreement (the "A&R Shared Services Agreement"). The material terms of the A&R Shared Services Agreement are described in the section entitled " Proposal No. 1 — The Business Combination Proposal — Summary of the Ancillary Agreements — Amended & Restated Shared Services Agreement " beginning on page 131 of the Final Prospectus. Such description is qualified in its entirety

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference. TenX held a special meeting of stockholders on August 2, 2024, to approve, among other things, the Business Combination (the "Special Meeting"). The stockholders approved the Business Combination at the Special Meeting, and the Business Combination was completed on August 12, 2024. As a result of the Closing (after giving effect to the Domestication), among other things, (i) all outstanding shares of capital stock of SpinCo, other than Treasury Shares, were canceled in exchange for the right to receive, in the aggregate, 67,500,000 shares of Company Common Stock and (ii) all outstanding SpinCo Options were assumed by the Company and converted into Company Options. The Treasury Shares were canceled and ceased to exist, and no stock or other consideration was issued in respect of the Treasury Shares. Specifically, each share of SpinCo Common Stock was canceled and converted into the right to receive a number of shares of Company Common Stock equal to the Base Exchange Ratio, which is the quotient obtained by dividing (x) 67,500,000 by (y) 67,500,000, the aggregate number of shares of SpinCo Common Stock outstanding as of immediately prior to the effective time. Each outstanding SpinCo Option was exchanged for a number of Company Options (rounded down to the nearest whole share) equal to the number of shares of SpinCo Common Stock subject to such option, multiplied by the Base Exchange Ratio, and the exercise price per share was the exercise price in effect immediately prior to the effective time, divided by the Base Exchange Ratio (rounded up to the nearest full cent). In addition, at the Closing, every five outstanding Company Rights automatically converted into one share of Company Common Stock. In connection with the Domestication, (i) each then-issued and outstanding TenX Ordinary Share, co

01(f) of Form 8-K provides that if the predecessor

Item 2.01(f) of Form 8-K provides that if the predecessor registrant was a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as TenX was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation of the Business Combination, and as discussed below in Item 5.06 of this Report, the Company has ceased to be a shell company. Accordingly, the Company is providing the information below that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires. 4

Forward-Looking Statements

Forward-Looking Statements Some of the information contained in this Current Report on Form 8-K, or incorporated herein by reference, contains forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. All statements other than statements of historical fact contained in or incorporated by reference into this Report, including the expected benefits of the Business Combination, the U.S. federal income tax consequences of the Business Combination, the Company's future results of operations, financial position and business strategy and its expectations regarding the application of, and the commercialization of and market for LYMPHIR TM and any future product candidates, the potential for and timing of any milestones and royalties under the Company's license agreements with partners, are forward-looking The forward-looking statements contained in this Form 8-K and in any document incorporated by reference are based on current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading "Risk Factors" and the following: the inability of the Company to recognize the anticipated benefits of the Business Combination, which

Business

Business The information set forth in the section entitled " Information About the SpinCo Business " beginning on page 192 of the Final Prospectus is incorporated herein by reference.

Risk Factors

Risk Factors The information set forth in the section entitled " Risk Factors and Risk Factor Summary " beginning on page 59 of the Final Prospectus is incorporated herein by reference. Financial Information Reference is made to the disclosure set forth in Item 9.01 of this Current Report on Form 8-K concerning the financial information of the Company and such information is incorporated herein by reference.

Management's Discussion and Analysis of Financial Condition

Management's Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk The disclosure contained in the Final Prospectus in the section entitled "SpinCo Management's Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 204 of the Final Prospectus is incorporated herein by reference. Description of Property Pursuant to the shared services agreement, during the nine months ended June 30, 2024, the Company paid Citius Pharma for the use of shared office space located at 11 Commerce Drive, First Floor, Cranford, New Jersey 07016. The lease held by Citius Pharma runs until October 31, 2025. 6

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management The following table and accompanying footnotes set forth information regarding beneficial ownership of Company Common Stock following the consummation of the Business Combination by: each person known by us to be the beneficial owner of more than 5% of outstanding Company Common Stock; each of our executive officers and directors; and all our executive officers and directors as a group. Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. A person is a "beneficial voting of the security, or "investment power," which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days of August 13, 2024. Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned Company Common Stock. The beneficial ownership of the Company after the Business Combination is based on 71,304,049 Company Common Stock issued and outstanding after the Closing. Name and Address of Beneficial Owner (1) Number of Shares % of Directors and executive officers of the Company Myron Holubiak (2) 500,000 1.70 % Leonard Mazur (3) 1,233,333 * Jaime Bartushak (4) 466,667 * Myron Czuczman (5) 466,667 * Suren Dutia (6) 150,000 * Eugene Holuka (7) 150,000 * Joel Mayersohn – – Dennis McGrath (8) 150,000 * Robert Smith – – Carol Webb (9) 150,000 * All directors and executive officers of New Citius Oncology after consummation of the Business Combination, as a group (ten individuals) 3,266,667 4.4 % 5% Holders Citius Pharmaceuticals, Inc. 66,0

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View this 8-K filing on SEC EDGAR