Citius Oncology Announces Closing of $18 Million Concurrent Registered Direct Offering and Private Placement Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

Citius Oncology (Nasdaq: CTOR) closed a concurrent registered direct offering and private placement priced at-the-market under Nasdaq rules on Dec 10, 2025, generating approximately $18 million in gross proceeds.

The transactions sold 1,284,404 registered shares and issued unregistered warrants to buy 1,284,404 shares at an exercise price of $1.09, and sold 15,229,358 private placement shares (or pre-funded warrants) with warrants for 15,229,358 shares at $1.09. Warrants become exercisable upon stockholder approval and expire five years after approval.

The company amended existing warrants covering 11,961,040 shares to reduce exercise prices to $1.09. Net proceeds are intended to support the commercial launch of LYMPHIR and for working capital.

Positive

• Gross proceeds of approximately $18 million
• Proceeds earmarked to support commercial launch of LYMPHIR

Negative

• Issued or potentially issuable shares total at least 16,513,762 (registered + private placement)
• Amended warrants covering 11,961,040 shares reduced to a $1.09 exercise price
• New issuances may cause meaningful dilution to existing shareholders

Insights

Capital Markets Analyst

Equity raise nets $18 million at $1.09 per share to fund LYMPHIR launch; dilution and warrant resets notable.

Citius Oncology completed a registered direct and private placement that generated gross proceeds of $18 million by selling common stock and accompanying warrants at $1.09 per share, and amended existing warrants to a reduced exercise price of $1.09 for an aggregate of 11,961,040 shares effective upon stockholder approval. The company stated it will use net proceeds to support the commercial launch of LYMPHIR and for working capital and general corporate purposes.

The transaction directly increases liquidity to fund the stated commercial activity but also increases potential future share supply via warrants and pre-funded warrants. The warrant amendments and the private placement introduce near-term dilution risk conditional on stockholder approval and exercise; monitor the timing of the required stockholder approval and the filing under the registration rights agreement.

Watch for the filing and effectiveness of the resale registration statement under the registration rights agreement, the date of stockholder approval that enables warrant exercises, and the pace of warrant conversions over the next 12 months; these items will determine dilution magnitude and the net cash benefit to operations.

CRANFORD, N.J., Dec. 10, 2025 /PRNewswire/ -- Citius Oncology, Inc. ("Citius Oncology" or the "Company") (Nasdaq: CTOR), the oncology-focused subsidiary of Citius Pharmaceuticals, Inc. ("Citius Pharma") (Nasdaq: CTXR), today announced the closing of its previously announced registered direct offering with a single healthcare-focused investor, priced at-the-market under Nasdaq rules, for the purchase and sale of 1,284,404 shares of its common stock at a purchase price of $1.09 per share. In addition, the Company issued to the investor unregistered warrants to purchase up to 1,284,404 shares of common stock at an exercise price of $1.09 per share, which will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares of common stock upon exercise of the warrants and will expire five years from the date of stockholder approval.

The Company also closed its previously announced private placement, priced at-the-market under Nasdaq rules, for the purchase and sale of 15,229,358 shares of common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to 15,229,358 shares of the Company's common stock at a purchase price of $1.09 per share and accompanying warrant. The warrants issued in the private placement have an exercise price of $1.09 per share, will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares of common stock upon exercise of the warrants, and will expire five years from the date of stockholder approval.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offerings.

The gross proceeds from the offerings, before deducting the placement agent's fees and other offering expenses payable by the Company, were approximately $18 million.  The Company intends to use the net proceeds from the offerings to support the commercial launch of LYMPHIR and for working capital and general corporate purposes.

The shares of common stock (but not the shares of common stock and pre-funded warrants issued in the private placement and the unregistered warrants and the shares of common stock underlying the unregistered warrants) offered in the registered direct were offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-289979) that was declared effective by the Securities and Exchange Commission (the "SEC") on September 4, 2025. The offering of the shares of common stock in the registered direct was made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering was filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained on the SEC's website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, New York 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

The shares of common stock, pre-funded warrants and warrants issued in the private placement, as well as the unregistered warrants issued to the investor in the registered directed offering, were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying such pre-funded warrants and warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, such securities and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Under a registration rights agreement with the investor, the Company is required to file a registration statement with the SEC covering the resale of the shares of the common stock and shares of common stock underlying the pre-funded warrants issued in the private placement and the shares of common stock underlying the warrants issued in both offerings.

The Company also amended certain existing warrants to purchase up to an aggregate of 11,961,040 shares of the Company's common stock that were previously issued to the investor in July 2025 and September 2025, with exercise prices of $1.32 and $1.84 per share, respectively, effective upon the closing of the offerings, such that the amended warrants have a reduced exercise price of $1.09 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the warrants.

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 December 2025, Citius Oncology launched LYMPHIR, approved by the FDA for the treatment of adults with relapsed or refractory Stage I–III 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.

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, including statements regarding the receipt of stockholder approval and the intended use of net proceeds from the offering. Such statements are made based on our expectations and beliefs concerning future events impacting 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. Factors that could cause actual results to differ materially from those currently anticipated, and, unless noted otherwise, that apply to Citius Oncology, are: our need for substantial additional funds and our ability to raise additional money to fund our operations for at least the next 12 months as a going concern; our ability to successfully commercialize LYMPHIR and establish a sustainable revenue stream; the estimated markets for LYMPHIR and our product candidates and the acceptance thereof by any market; our ability to secure strategic partnerships and expand international access to LYMPHIR; our ability to use the latest technology to support our commercialization efforts; physician and patient acceptance of LYMPHIR in a competitive treatment landscape; our reliance on third-party logistics providers, distributors, and specialty pharmacies to support commercial operations; our ability to educate providers and payers, secure adequate reimbursement, and maintain uninterrupted product supply; post-marketing requirements and ongoing regulatory compliance related to LYMPHIR; the ability of LYMPHIR and 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 ability to procure cGMP commercial-scale supply; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; our ability to maintain Nasdaq's continued listing standards; 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; 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 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, 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 the Dec 10, 2025 offering?

The offerings generated approximately $18 million in gross proceeds before fees and expenses.

How many shares and warrants did Citius Oncology (CTOR) sell at $1.09 on Dec 10, 2025?

The company sold 1,284,404 registered shares with warrants for 1,284,404 shares and 15,229,358 private placement shares (or pre-funded warrants) with warrants for 15,229,358 shares at $1.09.

When can warrants from Citius Oncology (CTOR) offerings be exercised?

Warrants will be exercisable beginning on the effective date of stockholder approval of the issuance of shares upon exercise and expire five years after that approval.

What was changed to existing Citius Oncology (CTOR) warrants in the offering?

The company amended warrants covering an aggregate of 11,961,040 shares to reduce their exercise prices to $1.09, effective upon closing.

How will Citius Oncology (CTOR) use the net proceeds from the offerings?

The company intends to use net proceeds to support the commercial launch of LYMPHIR and for working capital and general corporate purposes.

Who served as placement agent for the Citius Oncology (CTOR) offerings?

H.C. Wainwright & Co. acted as the exclusive placement agent for the offerings.