Citius Oncology Announces Closing of $9.0 Million Registered Direct Offering and Concurrent Private Placement

Rhea-AI Summary

Citius Oncology (NASDAQ: CTOR) has successfully closed its previously announced financing round, consisting of a registered direct offering and concurrent private placement. The company raised $9.0 million in gross proceeds through the sale of 5,142,858 shares of common stock and warrants at a combined price of $1.75 per share.

The offering included unregistered warrants to purchase up to 5,142,858 additional shares at an exercise price of $1.84 per share. These warrants will become exercisable after six months and expire five and a half years from issuance. Maxim Group LLC served as the sole placement agent for the transaction.

Positive

• Raised $9.0 million in gross proceeds to strengthen balance sheet
• Warrants provide potential for additional future funding at $1.84 per share

Negative

• Offering may cause dilution for existing shareholders
• Offering price of $1.75 represents a discount to market price

Insights

Investment Banking Analyst

Citius Oncology secured $9M in funding through stock and warrant offerings, strengthening its financial position for oncology product development.

Citius Oncology has successfully closed a $9.0 million capital raise through a combined registered direct offering and private placement. The structure involves 5,142,858 common shares priced at $1.75 per unit, with each unit including one share and one unregistered warrant. These warrants have an exercise price of $1.84, becoming exercisable after six months and expiring 5.5 years from issuance.

The financing mechanics here are noteworthy. The registered direct offering format allows for a targeted approach to institutional investors without the full marketing process of a traditional public offering, while maintaining SEC registration for the common shares. Meanwhile, the private placement component for the warrants provides future upside potential for investors willing to make additional investments at the $1.84 strike price.

For context, this capital injection is critical for Citius Oncology as a late-stage biopharmaceutical company focusing on first-in-class critical care products. Maxim Group's involvement as sole placement agent indicates institutional backing for this transaction. The 5.1% premium between the $1.75 offering price and the $1.84 warrant exercise price suggests modest but positive investor expectations for near-term share performance.

The timing is also significant, with the SEC registration statement filed on September 2 and declared effective just two days later on September 4, indicating a streamlined regulatory process. This funding strengthens Citius Oncology's balance sheet as they continue development and potential commercialization of their oncology-focused pipeline, though specific use of proceeds wasn't detailed in this announcement.

CRANFORD, N.J., Sept. 10, 2025 /PRNewswire/ -- Citius Oncology, Inc. ("Citius Oncology") (Nasdaq: CTOR), the oncology-focused subsidiary of Citius Pharmaceuticals, Inc. ("Citius Pharma") (Nasdaq: CTXR), a late-stage biopharmaceutical company developing and commercializing first-in-class critical care products, today announced the closing of its previously announced registered direct offering and concurrent private placement of an aggregate of 5,142,858 shares of common stock and unregistered warrants to purchase up to an aggregate of 5,142,858 shares of common stock. The combined effective offering price for each share of common stock and accompanying warrant was $1.75. The warrants have an exercise price of $1.84 per share, will be exercisable six months from the date of issuance, and will expire on the five and one-half year anniversary from the date of issuance.

The gross proceeds to the Company from the registered direct offering and concurrent private placement were approximately $9.0 million before deducting placement agent fees and other offering expenses payable by the Company.

Maxim Group LLC acted as the sole placement agent in connection with the offering.

The shares of common stock described above were offered pursuant to a registration statement on Form S-3 (File No. 333-289979), which was filed with the U.S. Securities and Exchange Commission ("SEC") on September 2, 2025, and was declared effective by the SEC on September 4, 2025. The offering of shares of common stock was made only by means of a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement relating to the shares of common stock has been filed with the SEC. Electronic copies of the prospectus relating to this offering, may also be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, New York 10022, Attention: Syndicate Department, by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com. The warrants issued in the concurrent private placement and the shares issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Citius Oncology, Inc.

Citius Oncology, Inc. (Nasdaq: CTOR) is a platform to develop and commercialize novel targeted oncology therapies. In August 2024, its primary asset, LYMPHIR, was approved by the FDA for the treatment of adults with relapsed or refractory CTCL who had had at least one prior systemic therapy. Management estimates the initial market for LYMPHIR currently exceeds $400 million, is growing, and is underserved by existing therapies. Robust intellectual property protections that span orphan drug designation, complex technology, trade secrets and pending patents for immuno-oncology use as a combination therapy with checkpoint inhibitors would further support Citius Oncology's competitive positioning. For more information, please visit www.citiusonc.com.

About Citius Pharmaceuticals, Inc.

Citius Pharmaceuticals, Inc. (Nasdaq: CTXR) is a biopharmaceutical company dedicated to the development and commercialization of first-in-class critical care products. In August 2024, the FDA approved LYMPHIR, a targeted immunotherapy for an initial indication in the treatment of cutaneous T-cell lymphoma. Citius Pharma's late-stage pipeline also includes Mino-Lok®, an antibiotic lock solution to salvage catheters in patients with catheter-related bloodstream infections, and CITI-002 (Halo-Lido), a topical formulation for the relief of hemorrhoids. A Pivotal Phase 3 Trial for Mino-Lok and a Phase 2b trial for Halo-Lido were completed in 2023. Mino-Lok met primary and secondary endpoints of its Phase 3 Trial. Citius is actively engaged with the FDA to outline next steps for both programs. Citius Pharmaceuticals owns 79% of Citius Oncology. For more information, please visit www.citiuspharma.com. 

Forward-Looking Statements

This press release may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are made based on our expectations and beliefs concerning future events impacting Citius Pharma or Citius Oncology. You can identify these statements by the fact that they use words such as "will," "anticipate," "estimate," "expect," "plan," "should," and "may" and other words and terms of similar meaning or use of future dates. Forward-looking statements are based on management's current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price, and includes all statements related to the intended use of net proceeds from the offering.  Factors that could cause actual results to differ materially from those currently anticipated, and, unless noted otherwise, that apply to Citius Pharma and Citius Oncology, are: our ability to commercialize LYMPHIR and any of our other product candidates that may be approved by the FDA; our need for substantial additional funds; Citius Pharma's  ability to maintain compliance with Nasdaq's continued listing requirements; the estimated markets for our product candidates and the acceptance thereof by any market; our ability to successfully implement and maintain distribution agreements with current or other future distribution partners; potential disruptions or performance issues involving third-party logistics providers; the ability of our product candidates to impact the quality of life of our target patient populations; risks relating to the results of research and development activities, including those from our existing and any new pipeline assets; our dependence on third-party suppliers; our ability to procure cGMP commercial-scale supply; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; uncertainties relating to preclinical and clinical testing; the early stage of products under development; market and other conditions; risks related to our growth strategy; patent and intellectual property matters; our ability to identify, acquire, close and integrate product candidates and companies successfully and on a timely basis; government regulation; competition; as well as other risks described in our SEC filings. These risks have been and may be further impacted by any future public health risks. Accordingly, these forward-looking statements do not constitute guarantees of future performance, and you are cautioned not to place undue reliance on these forward-looking statements. Risks regarding our business are described in detail in our Securities and Exchange Commission ("SEC") filings which are available on the SEC's website at www.sec.gov, including in Citius Oncology's Annual Report on Form 10-K for the year ended September 30, 2024, filed with the SEC on December 27, 2024, as amended on January 27, 2025, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, as filed with the SEC on May 14, 2025, and as updated by our subsequent filings with the SEC. These forward-looking statements speak only as of the date hereof, and we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.

Investor Contact:
Ilanit Allen
ir@citiuspharma.com
908-967-6677 x113

Media Contact:
STiR-communications
Greg Salsburg
Greg@STiR-communications.com

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SOURCE Citius Oncology, Inc.

FAQ

How much did Citius Oncology (CTOR) raise in its September 2025 offering?

Citius Oncology raised $9.0 million in gross proceeds through a registered direct offering and concurrent private placement.

What are the key terms of CTOR's September 2025 warrant offering?

The warrants have an exercise price of $1.84 per share, become exercisable after 6 months, and expire after 5.5 years from issuance.

How many shares did Citius Oncology (CTOR) issue in the September 2025 offering?

Citius Oncology issued 5,142,858 shares of common stock and warrants to purchase an equal number of shares.

What was the offering price for CTOR's September 2025 share issuance?

The combined effective offering price was $1.75 per share and accompanying warrant.

Who was the placement agent for Citius Oncology's September 2025 offering?

Maxim Group LLC acted as the sole placement agent for the offering.