Citius Pharma Secures Loan Agreement with Innoviva

TL;DR

Citius Pharma just inked a loan deal with Innoviva. Big cash infusion incoming.

AI Summary

On August 12, 2024, Citius Pharmaceuticals, Inc. entered into a Material Definitive Agreement, specifically a Loan and Security Agreement with Innoviva, Inc. This agreement establishes a direct financial obligation for Citius Pharmaceuticals, Inc. The filing also notes other events and financial statements/exhibits.

Why It Matters

This loan agreement provides Citius Pharmaceuticals with financial resources, potentially impacting its ability to fund ongoing operations and development of its pharmaceutical products.

Risk Assessment

Risk Level: medium — Loan agreements introduce financial obligations and potential risks related to repayment and interest, especially for a pharmaceutical company in development.

Key Players & Entities

• Citius Pharmaceuticals, Inc. (company) — Registrant
• Innoviva, Inc. (company) — Lender in Loan and Security Agreement
• August 12, 2024 (date) — Date of earliest event reported and Loan and Security Agreement

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common stock, $0.001 par value CTXR The Nasdaq Capital
• $12.00 — itius Oncology shares equals or exceeds $12.00 per share for any 20 trading days withi
• $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 Citius Oncology p
• $6,199,889 — f Citius Oncology 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
• $10 million — le in full upon a financing of at least $10 million by Citius Oncology, per the terms of th

Filing Documents

• ea0211482-8k_citius.htm (8-K) — 54KB
• ea021148201ex10-1_citius.htm (EX-10.1) — 81KB
• ea021148201ex10-2_citius.htm (EX-10.2) — 158KB
• ea021148201ex10-3_citius.htm (EX-10.3) — 31KB
• ea021148201ex10-4_citius.htm (EX-10.4) — 18KB
• ea021148201ex99-1_citius.htm (EX-99.1) — 23KB
• ex99-1_001.jpg (GRAPHIC) — 14KB
• 0001213900-24-070285.txt ( ) — 626KB
• ctxr-20240812.xsd (EX-101.SCH) — 3KB
• ctxr-20240812_lab.xml (EX-101.LAB) — 33KB
• ctxr-20240812_pre.xml (EX-101.PRE) — 22KB
• ea0211482-8k_citius_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 12, 2024 Citius Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-38174 27-3425913 (Commission File Number) (IRS Employer Identification No.) 11 Commerce Drive , 1st Floor , Cranford , NJ 07016 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code ( 908 ) 967-6677 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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 Common stock, $0.001 par value CTXR The Nasdaq Capital Market 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. Introductory Note As previously reported, on October 23, 2023, Citius Pharmaceuticals, Inc. ("Citius Pharma") and Citius Oncology, Inc. ("SpinCo"), a wholly owned subsidiary of Citius Pharma, entered into an agreement and plan of merger and reorganization (the "Merger Agreement") with TenX Keane Acquisition, a Cayman Islands exempted company ("TenX"), and TenX Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of TenX ("Merger Sub"). On August 12, 2024, pursuant to the terms and conditions of the Merger Agreement, Merger Sub merged with and into SpinCo, with SpinCo surviving as a wholly owned subsidiary of TenX (the "Merger"). Prior to closing of the Merger (the "Closing"), TenX migrated to and domesticated as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware and the Cayman Islands Companies Act (As Revised) (the "Domestication"). As part of the Domestication, TenX changed its name to "Citius Oncology, Inc." ("Citius Oncology"). Immediately after the closing of the Merger, Citius Pharma owns approximately 92.6% of the outstanding shares of common stock of Citius Oncology. Item 1.01 Entry into a Material Definitive Agreement. Amended & Restated Shared Services Agreement On August 12, 2024, in connection with the Closing and as contemplated by the Merger Agreement, Citius Pharma and Citius Oncology entered into an amended and restated shared services agreement (the "Shared Services Agreement"), which, among other things, governs certain management and scientific services that Citius Pharma provides Citius Oncology, and is similar to the agreement in place between Citius Pharma and Citius Oncology prior to the Closing of the Merger. The foregoing description of the Shared Services Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Shared Services Agreement, a form of which is attached as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference. Amended &Restated Registration Rights Agreement On August 12, 2024, in connection with the Closing and as contemplated by the Merger Agreement, Citius Pharma, Citius Oncology and 10XYZ Holdings LP, a Delaware limited partnership and shareholder of TenX (the "Sponsor") entered into the Amended and Restated Registration Rights Agreement (the "A&R Registration Rights Agreement"). Pursuant to the A&R Registration Rights Agreement, the holders of Registrable Securities (as such term is defined in the A&R Registration Rights Agreement) will be entitled to up to three demand registrations, which will require Citius Oncology to effect the registration of all Registrable Securities as requested by the Demanding Holders and Requesting Holders (as such terms are defined in the A&R Registration Rights Agreement) within 60 days of receipt of such demand registration. In addition, the holders of Registrable Securities have certain customary "piggyback" registration rights with respect to registr

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View this 8-K filing on SEC EDGAR