Citius Oncology, Inc. SEC Filings

Citius Pharmaceuticals, Inc. filed Amendment No. 4 updating its ownership in Citius Oncology, Inc.. The company remains the beneficial owner of 66,049,615 common shares, with sole voting and dispositive power, representing about 71.0% of Citius Oncology’s outstanding common stock.

The percentage decline from approximately 74.9% reflects an increase in Citius Oncology’s total shares outstanding, not any share purchases or sales by Citius Pharmaceuticals. The filing confirms Citius Pharmaceuticals still holds a clear majority stake and control position in Citius Oncology.

Citius Oncology, Inc. files a Prospectus Supplement to its Form S-1 registering 6,818,182 shares of common stock underlying warrants and noting 272,727 placement agent’s warrants remain outstanding. The supplement states the 6,818,182 warrants were exercised at a reduced exercise price of $0.90 per share, producing net proceeds to the company of approximately $6.1 million. The supplement attaches a Form 8-K furnishing a press release highlighting Phase 1 investigator-initiated data for LYMPHIR® in combination with pembrolizumab, including a 20.5-month median progression-free survival among patients achieving clinical benefit and a 33% objective response rate in relapsed or refractory endometrial cancer in a small cohort. The supplement must be read with the March 2, 2026 prospectus and updates those disclosures.

Citius Oncology, Inc. filed an update describing Phase 1 data for its drug LYMPHIR (denileukin diftitox-cxdl) combined with pembrolizumab in recurrent or refractory gynecologic cancers. In an investigator-initiated study of 25 heavily pre-treated patients, 21 were evaluable for efficacy.

The company reports that 48% of efficacy-evaluable patients (10 of 21) achieved clinical benefit, with a median progression-free survival of 20.5 months in this subgroup, and responses were seen even in patients previously treated with immune checkpoint inhibitors. LYMPHIR showed a manageable safety profile in this setting, according to investigators, though the study was not powered to prove efficacy.

Citius also highlights that LYMPHIR is FDA-approved and launched in the U.S. for adults with relapsed or refractory Stage I–III cutaneous T‑cell lymphoma after at least one prior systemic therapy, with management estimating the initial CTCL market opportunity for LYMPHIR currently exceeds $400 million.

Citius Oncology, Inc. (CTOR) notified stockholders that a majority holder approved, by written consent, potential issuances of common stock tied to a Loan and Security Agreement and several warrant transactions. The Loan Agreement makes up to $25.0 million of term loans available, with $10.0 million funded on May 6, 2026, and contingent tranches of $7.0 million and $8.0 million subject to milestones.

The Company issued lender warrants and investor warrants exercisable only with stockholder approval; lender warrants formula includes a base of $1.0 million plus 10% of funded Tranche 2 and Tranche 3 amounts divided by a $0.90 exercise price. The lender conversion option covers up to $4.0 million of outstanding principal at a $1.08 conversion price. The May Common Warrants allow purchase of 25,555,556 shares; May placement-agent warrants for 894,444 shares; amended December warrants cover 15,697,024 shares. The actions become effective June 18, 2026 and were approved to ensure Nasdaq compliance under Listing Rule 5635(d).

Citius Oncology, Inc. is registering up to 32,931,482 shares of common stock for resale by selling stockholders.

The registration covers (i) up to 25,555,556 shares issuable upon exercise of Purchaser Warrants at an exercise price of $0.90, (ii) up to 894,444 shares issuable upon exercise of Placement Agent Warrants at $1.125, (iii) up to 3,703,704 shares issuable upon conversion of up to $4.0 million of term loans at a conversion price of $1.08, and (iv) up to 2,777,778 shares issuable upon exercise of Lender Warrants at $0.90.

The shares are being registered to satisfy registration rights and will be sold from time to time by the identified selling stockholders; the Company will not receive proceeds from resales but would receive proceeds from any cash exercise of the Warrants. Shares outstanding were 92,981,204 before this registration and would be 125,912,686 after full exercise as assumed in the prospectus.

Citius Oncology, Inc. files a prospectus supplement dated May 15, 2026 that updates its post-effective S-1 registration and attaches the company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

The supplement states 6,818,182 shares of common stock underlying previously issued warrants were exercised at a reduced exercise price of $0.90 per share pursuant to a warrant inducement agreement, producing approximately $6.1 million of net proceeds to the company. The supplement also confirms 272,727 placement agent warrants remain outstanding. The company reports 92,981,204 shares outstanding as of May 14, 2026 and discloses cash of $2,632,634 as of March 31, 2026.

Citius Oncology, Inc. is notifying holders that a written consent by a majority of shares approved authorizations to issue common stock upon exercise of lender warrants, May 2026 warrants, amended December 2025 warrants and a lender conversion option.

The company entered a loan package providing up to $25.0 million (with $10.0 million funded on May 6, 2026) and issued related warrants. The Warrant Inducement includes warrants to purchase 25,555,556 shares (May Common Warrants), plus 894,444 placement-agent warrants and amended December warrants covering 15,697,024 shares. The conversion option covers up to $4.0 million of loan principal convertible at $1.08 per share. The filing states there are 92,981,204 shares outstanding as of the record date and that majority holder Citius Pharmaceuticals, Inc. holds 66,049,615 shares (~71.0%).

The approvals were obtained by written consent and will become effective twenty (20) calendar days after mailing. The issuances are subject to Nasdaq Listing Rule 5635(d) and other terms described in the agreements.

Citius Oncology reported fiscal second quarter 2026 results that reflect the early launch of LYMPHIR and heavy one-time costs. Net product revenue was $1.7 million for the quarter and $5.6 million for the first half of fiscal 2026, with gross margins of about 80%. LYMPHIR’s rollout shows strong market access, with payer coverage near 100% of covered commercial lives and 83% of target accounts either on formulary or in review, plus an initial shipment to Europe.

The company remains deeply loss-making. Net loss was $26.6 million for the quarter and $32.1 million for the first half, driven largely by a $19.7 million one-time contract cancellation charge tied to a CMO termination and rising stock-based compensation. Cash and cash equivalents were $2.6 million as of March 31, 2026. Subsequent warrant exercises and a new senior secured term loan provided about $21.5 million in gross proceeds and access to up to $25 million total, and management expects combined resources at Citius Oncology and Citius Pharma to fund operations through November 2026.

Citius Oncology reported its first meaningful commercial results for LYMPHIR while remaining deeply loss-making and liquidity‑constrained. For the six months ended March 31, 2026, net revenue reached $5,611,409, all from LYMPHIR, with gross margin of about 80%. However, the company posted a six‑month net loss of $32,143,764, including a $19,733,307 contract cancellation fee after its bulk drug‑substance CMO terminated production and the agreement. Quarterly net loss was $26,609,695.

At March 31, 2026, Citius Oncology held $2,632,634 in cash, inventory of $22,659,590, total liabilities of $65,430,399, and negative working capital of about $29.4 million, prompting a going concern warning. Subsequent events included roughly $11.5 million in warrant‑exercise proceeds and a Loan and Security Agreement providing up to $25.0 million of secured term loans maturing in 2029, but management still expects to need additional capital beyond November 2026.