CTOR 8-K
Citius Oncology, Inc. (CTOR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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 1.01 Entry into a Material Definitive Agreement.
The disclosure included under Item 2.03 is incorporated by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Pursuant to the third amended and restated memorandum and articles of association (the “Charter”) of TenX Keane Acquisition (the “Company”), the Company had until April 18, 2024 to consummate its business combination, provided however that the Company was able to subsequently extend the period of time to consummate a business combination up to seven (7) times for an additional one (1) month each time from April 18, 2024 to November 18, 2024, if requested by 10XYZ Holdings LP, the sponsor of the Company (the “Sponsor”), subject to the Sponsor or its designee, depositing the lesser of (i) $66,667 or (ii) $0.03 per public share, for each month during the subsequent additional one (1) month extensions from April 18, 2024 to November 18, 2024, that is needed to complete an initial business combination.
As previously disclosed, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated October 23, 2023, by and among the Company, TenX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company, Citius Pharmaceuticals, Inc., a Nevada corporation (“Citius Pharma”), and Citius Oncology, Inc., a Delaware corporation and wholly owned subsidiary of Citius Pharma (“Citius Oncology”), to acquire Citius Oncology and, pursuant to the terms of the Merger Agreement, the Sponsor designated Citius Pharma as its designee to make the Contribution (as defined below).
Additionally, and also as previously disclosed, three (3) of the possible seven (7) time extensions have been effected, on April 26, 2024, May 17, 2024, and June 17, 2024, respectively. On each such date, Citius Pharma deposited $66,667 into the trust account of the Company to extend the timeline to complete a business combination for an additional one (1) month period.
Further to the above, on July 17, 2024, Citius Pharma deposited $66,667 into the trust account of the Company (the “Contribution”) to extend the timeline to complete a business combination for an additional one (1) month period from July 18, 2024, to August 18, 2024 (the “Extension”). Such deposit of the Contribution is evidenced by an unsecured promissory note (the “Note”) issued by the Company in the principal amount of $66,667 to Citius Pharma. The Note bears no interest and is repayable in full per the terms of the Merger Agreement.
The foregoing description of the Note is qualified in its entirety by reference to the text of the Note, a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. | Description of Exhibits | |
| 10.4 | Promissory Note, dated July 17, 2024, by and between TenX Keane Acquisition and Citius Pharmaceuticals, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 18, 2024 | TenX Keane Acquisition | |
| By: | /s/ Xiaofeng Yuan | |
| Name: | Xiaofeng Yuan | |
| Title: | Chief Executive Officer and Chairman | |
Exhibit 10.4
THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Principal Amount: $66,667
Date: July 17, 2024
TenX Keane Acquisition, a Cayman Islands exempted company, or its successors (the “Maker”), promises to pay to the order of Citius Pharmaceuticals, Inc., a Nevada corporation or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of Sixty Six Thousand, Six Hundred Sixty Seven Dollars ($66,667) on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The entire unpaid principal balance of this Note shall be payable on the date on which Maker consummates an initial business combination (the “Maturity Date”). The principal balance may not be prepaid. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder. The Payee understands that this Note will be repaid solely to the extent that, in accordance with that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated October 23, 2023, by and among the Maker, TenX Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of the Maker, the Payee, and Citius Oncology, Inc., a Delaware corporation and wholly owned subsidiary of the Payee, if at the time of the Closing (as defined in the Merger Agreement) the balance of the Trust Account (as defined in the Merger Agreement) equals or exceeds $2,000,000.
| 2. | Interest. No interest shall accrue on the unpaid principal balance of this Note. | |
| 3. | Events of Default. The following shall constitute an event of default (“Event of Default”): |
(a) Failure by Maker to pay the principal amount due pursuant to this Note in accordance with the Merger Agreement and the Sponsor Support Agreement (as defined in the Merger Agreement).
(b) The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c) The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
(d) The Maker fails to perform or comply with any one or more of its obligations under this Note.
(e) Any present or future indebtedness of the Maker in respect of moneys borrowed or raised becomes (or becomes capable of being declared) due and payable prior to its stated maturity by reason of any event of default, or any such indebtedness is not paid when due or, as the case may be, within any applicable grace period.
(f) A distress, attachment, execution or other legal process is levied or enforced on or against any assets of the Maker which is not discharged or stayed within 30 days.
(g) It is or becomes unlawful for the Maker to perform any of its obligations under this Note, or any obligations of the Maker under this Note are not or cease to be legal, valid, binding or enforceable.
4. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 3(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 3(b) or 3(c), the unpaid principal balance of this Note, and all other amounts payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
5. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
6. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder. Any failure of Payee to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time and from time to time thereafter. Payee may accept late payments, or partial payments, even though marked “payment in full” or containing words of similar import or other conditions, without waiving any of its rights.
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7. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: in writing and delivered (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
8. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
9. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
10. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
11. Assignment. This Note binds and is for the benefit of the successors and permitted assigns of Maker and the Payee. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
[Signature page follows]
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| TENX KEANE ACQUISITION | ||
| By: | /s/ Xiaofeng Yuan | |
| Name: | Xiaofeng Yuan | |
| Title: | Chief Executive Officer and Chairman | |
Signature Page to Promissory Note