NEW YORK – Citius Oncology Inc. (NASDAQ:CTOR), a pharmaceutical company focusing on the development and commercialization of critical care products, announced today the completion of a significant acquisition, marking a major step in the company's expansion strategy. This move comes after a series of key developments outlined in their latest SEC filing.
On August 12, 2024, Citius Oncology finalized a business combination with a previously undisclosed entity, as per an agreement dated October 23, 2023. The transaction was effected through a series of steps, including a change in the company's jurisdiction of incorporation from the Cayman Islands to Delaware, a name change to Citius Oncology Inc., and the adoption of a new certificate of incorporation and bylaws.
The acquisition has resulted in Citius Pharmaceuticals (NASDAQ:CTXR) Inc., the parent company, controlling approximately 92.6% of Citius Oncology's common stock, rendering it a majority shareholder with significant voting power.
As such, Citius Oncology qualifies as a "controlled company" under Nasdaq's corporate governance standards, potentially exempting it from certain governance requirements. However, the company has not indicated plans to utilize these exemptions.
The transaction also involved the issuance of shares to financial advisors and the conversion of existing securities into shares of Citius Oncology Inc. This included the conversion of outstanding ordinary shares, rights, and units of the acquired company into shares and rights of Citius Oncology.
Additionally, Citius Pharmaceuticals Inc . made a capital contribution to Citius Oncology, which is documented by an unsecured promissory note.
With the acquisition's closure, Citius Oncology's common stock began trading on The Nasdaq Capital Market under the ticker symbol "CTOR" on August 13, 2024. This event followed the approval of the business combination by TenX's stockholders at a special meeting held on August 2, 2024.
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