TenX Keane Acquisition
PROPOSED BUSINESS COMBINATION: Citius Oncology, Inc.
ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd
TenX Keane Acquisition proposes to combine with Citius Oncology, Inc.
Citius Oncology is a pharmaceutical company specializing in late-stage oncology therapies, aiming to achieve a prominent market position through the development of innovative treatments, including new formulations of established drugs, while adhering to intellectual property and regulatory safeguards. Their leading candidate, LYMPHIR, is designed to treat CTCL, a rare form of non-Hodgkin lymphoma, with an estimated market exceeding $400 million. The FDA issued a complete response letter (CRL) on July 28, 2023, requiring additional product testing and controls, but without concerns regarding safety or efficacy. In September 2023, Citius Pharma announced FDA agreement on addressing CRL requirements, outlining a path forward for BLA resubmission in early 2024.
EXTENSION – 1/18/24 – LINK
- The SPAC approved the extension from January 18, 2024 to November 18, 2024.
- 2,287,923 shares were redeemed for $10.90 per share.
- $200k per will be deposited into the trust account to extend to 4/18/24 and $66,667 per month thereafter.
TRANSACTION
- Upon closing, Citius Pharma would receive 67.5 million shares of common stock of Citius Oncology which, at an implied value of $10.00 per share, would be $675 million in equity of Citius Oncology, before fees and expenses.
- 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.
- The proposed business combination is expected to be completed in the first half of 2024.
SPAC FUNDING
- There is no additional funding for this transaction at this time.
LOCK-UP
- Company and Sponsor
- 6 months from the Closing Date.
NOTABLE CONDITIONS TO CLOSING
- The minimum cash to close is $5M.
- Citius Pharma will contribute to the Sponsor’s extension fees for the Business Combination at TenX’s Trust Account.
- Citius Pharma will be repaid its deposited amount by New Citius Oncology after the Closing.
- But, there’s a condition: the Trust Account balance must be at least $2,000,000 after accounting for TenX shareholder redemptions.
- After Citius Pharma is reimbursed, any remaining funds in the Trust Account will be used to reimburse the Sponsor for the Extension Fees.
NOTABLE CONDITIONS TO TERMINATION
- By Citius Pharma or TenX, if the Closing shall not have occurred on or before September 30, 2024.
Termination Fee
- By Citius Pharma prior to the termination of the Specified Period, in order to accept an alternative acquisition and enter into a definitive agreement with respect to such acquisition, provided that Citius Pharma has paid TenX a termination fee of five million dollars ($5,000,000).
ADVISORS
- Company
- Maxim Group LLC is acting as exclusive financial advisor.
- Wyrick Robbins Yates & Ponton LLP is acting as legal advisor
- SPAC
- Newbridge Securities Corporation is acting as exclusive financial advisor.
- The Crone Law Group, P.C., Han Kun Law Offices, Ogier are acting as U.S., PRC, and Cayman legal advisors.
MANAGEMENT & BOARD
Executive Officers
Xiaofeng Yuan, 50
Chief Executive Officer and Chairman of the Board of Directors
Mr. Yuan founded 38Fule Group and served as the Chairman of Xianyang 38Fule from 1992 to 1998. Mr. Yuan also serves as the Chairman of Shaanxi 38Fule Technology Company, a developer, manufacturer, and distributor of health and personal care products in China, since 1999. Mr. Yuan founded 38Fule in 1992 and led the company to become one of the top 100 healthcare companies in China and himself is an influential leader in the healthcare industry as well. Mr. Yuan and his team have always been devoted to women’s healthcare and wellbeing. “38Fule” has received several awards under Mr. Yuan’s leadership, including “National Brand”, “Women’s Choice Brand” and “Shaanxi’s Trademark”. Shaanxi 38Fule Technology Group received the only direct selling license in Shaanxi Province in 2016. In addition, Mr. Yuan also serves as the Deputy Chairman of China Reproductive Health Association, the Managing Director of China Youth Volunteer Organization, Adjunct Professor at Xi’an Jiaotong University as well as Visiting Professor at Xi’an Polytechnic University.
Taylor Zhang, 42
Chief Financial Officer and Director
Since May 2009, Mr. Zhang has served as Chief Financial Officer and executive director of the China XD Plastics Company Limited (NASDAQ: CXDC), where he oversees CXDC’s major financial and capital market matters, including NASDAQ listing, direct equity financing from world class institutional investors and a global bond offering. During his tenure at CXDC, its revenue grew at CAGR of 56% and exceeded US$1 billion in 6 years after listing on Nasdaq. From May 2008 to March 2009, Mr. Zhang served as Chief Financial Officer of Advanced Battery Technologies, Inc. From 2007 to 2008, he served as the Executive Vice President of Finance of China Natural Gas, Inc. From 2005 to 2007, Mr. Zhang worked as a research analyst in New York Private Equity. From 2000 to 2002, he was employed as Finance Manager by Datong Thermal Power Limited. Mr. Zhang contributes to our Board of Directors with extensive experience in finance and operations. He holds an MBA from University of Florida and a Bachelor’s Degree in mechanical and electronic engineering from Beijing Technology and Business University.
Board of Directors
Cathy Jiang, 32
Director Nominee
Ms. Jiang is an experienced professional in asset management and banking industries. Ms. Jiang serves as the Managing Director at Alpha Square Group, a family office in New York City. Her primary responsibility includes asset allocation, fund manager selection, and new investment initiatives. From 2017 to 2020, Ms. Jiang served as the Associate Managing Director, Greater China at Federated Hermes (NYSE: FHI), one of the largest asset management companies in the U.S. with $575.9 billion asset under management as of the end of 2020, where she focused on the company’s expansion in Asia and particularly in Greater China. Previously, she worked for Agricultural Bank of China and Bank of China in institutional business development roles covering both Asian and U.S. institutional investors. Ms. Jiang received her M.A. degree from Michigan State University.
Joel Mayersohn, 63
Director Nominee
Mr. Mayersohn is a member at Dickinson Wright, where he specializes in corporate, securities and business law. He advises a diversified client base in private placements, public offerings, mergers and acquisitions, financing transactions and general securities law matters. He also has experience in venture capital, bridge loans and pipe financings. He is a member of the Florida and New York Bars and received his J.D. and B.A from The State University of New York at Buffalo.
Brian Hartzband, 36
Director Nominee
Mr. Hartzband is a business development executive with large corporate and start-up experience. He co-founded Handcrafted 4 Home in June 2017, which is a home decor brand, specializing in handcrafted home storage products. Under his leadership, Mr. Hartzband grew the company to one of the top sellers by volume of home organization products on Wayfair.com and expanded to other large retail outlets, such as Walmart and Home Depot. Prior to founding Handcrafted 4 Home, Brian spent over 10 years in Wall Street and worked in finance for some of the largest financial institutions of the world. From January 2014 to June 2016, Mr. Hartzband worked as a Financial Advisor at Merrill Lynch, primarily responsible for managing public company executives’ stock plans and personal wealth investment strategies. From February 2008 to January 2014, Mr. Hartzband worked as a Senior Investment Associate at UBS Financial Services, where his team’s assets grew to over $125 million by developing relationships with C-Suite executives of major public companies along with international clients in China. From 2007 to March 2008 Mr. Hartzband started out at Bear Stearns (acquired by J.P. Morgan as a Marketing Assistant, primarily responsible for building and growing relationships with ultra-high net worth individuals, C-Suite executives at public companies. Mr. Hartzband holds a B.S. in Finance from Suffolk University.
