CITIUS ONCOLOGY, INC. (CTOR) SEC Filings

Citius Oncology, Inc. (CTOR) is calling its 2026 Annual Meeting of Stockholders for September 29, 2026 at its Cranford, New Jersey headquarters. Holders of 92,981,204 common shares as of August 17, 2026 may vote.

Stockholders will vote on electing three Class II directors (Dr. Eugene Holuka, Robert Smith and Carol Webb) to terms expiring at the 2029 annual meeting, and on ratifying Wolf & Company, P.C. as auditor for the fiscal year ending September 30, 2026. Directors are elected by plurality; the auditor ratification requires a majority of votes represented and entitled to vote.

The nine‑member board is classified into three classes and a majority, including all committee members, is independent; Leonard Mazur (Chairman and CEO) and Myron Holubiak (Secretary and Executive Vice Chairman) are not independent. Citius Pharmaceuticals, Inc. owns 66,049,615 shares, or 71.0%, and also provides shared services under an agreement with a quarterly fee of about $940,000. Executive compensation relies on salary and equity awards, with a clawback policy, insider trading policy, and emerging‑growth‑company scaled disclosure.

CITIUS ONCOLOGY, INC. director Jonathan Peri filed an initial Form 3 reporting his equity position in the company. The filing lists a holding entry for Common Stock with 0 shares reported as directly owned following the reported position.

Citius Oncology, Inc. filed a prospectus supplement updating its registration for 6,818,182 shares of common stock underlying warrants that were exercised at $0.90 per share under a warrant inducement agreement, generating approximately $6.1 million in net proceeds. An additional 272,727 shares remain issuable under placement agent warrants. The company’s Form 10-Q for the quarter ended June 30, 2026 reports $1.5 million in quarterly LYMPHIR product revenue and $7.1 million for the nine months, but also a net loss of $41.1 million and cash of $16.6 million. Citius Oncology discloses substantial doubt about its ability to continue as a going concern beyond November 2026 without additional financing and notes a Nasdaq minimum bid-price deficiency. It entered a term loan facility of up to $25.0 million, with $10.0 million drawn at a minimum interest rate of 12.75%, and incurred significant termination and cancellation fees related to a prior manufacturing contract. The company also expanded its board to nine directors with the appointment of independent director Jonathan Peri and continues the commercial rollout and international access programs for LYMPHIR.

Citius Oncology, Inc. reported its first meaningful commercial period following the December 2025 launch of LYMPHIR, an immunotherapy for cutaneous T‑cell lymphoma. For the nine months ended June 30, 2026, LYMPHIR generated $7.1 million in revenue with about 77% gross profit, and total assets were $112.1 million, including $69.4 million of in‑process R&D and $22.6 million of inventory.

The company remains highly loss‑making, with a nine‑month net loss of $41.1 million, accumulated deficit of $105.1 million, and negative working capital of roughly $16.1 million. A former contract manufacturer terminated its agreement, triggering about $20.1 million of termination fees and a related $19.7 million contract cancellation charge.

Citius Oncology ended the quarter with $16.6 million in cash, supported by $9.7 million of warrant‑exercise proceeds and an up to $25.0 million secured term loan, of which $10.0 million has funded. Management expects existing resources, together with support from majority owner Citius Pharmaceuticals, to fund operations only through November 2026 and discloses substantial doubt about continuing as a going concern.

Citius Oncology, Inc. reported fiscal third quarter 2026 results driven by the U.S. launch of LYMPHIR for cutaneous T‑cell lymphoma. For the quarter ended June 30, 2026, the company generated $1,493,788 in revenue, with $7,105,197 in revenue over the first nine months of fiscal 2026. Institutional demand for LYMPHIR is growing: vial orders rose from 708 in the quarter ended March 31, 2026 to 926 in the quarter ended June 30, 2026, and institutions ordered 383 vials in July, the largest monthly total to date. LYMPHIR has been ordered by 44 institutions since launch.

Despite this commercial traction, the company remains loss‑making. The third quarter net loss was $8,923,846, and the nine‑month net loss was $41,067,610, reflecting total operating expenses of $9,718,762 in the quarter and $48,077,956 year‑to‑date, including substantial general and administrative and stock‑based compensation expenses. As of June 30, 2026, Citius Oncology held $16,563,705 in cash and cash equivalents, total assets of $112,093,103, liabilities of $71,708,109, and stockholders’ equity of $40,384,994. Management highlights expanding commercial and medical affairs teams and ongoing studies to support broader LYMPHIR adoption.

Armistice Capital, LLC and Steven Boyd report beneficial ownership of 9,353,553 shares of Citius Oncology, Inc. common stock, representing 9.99% of the class. They hold shared voting and dispositive power over all 9,353,553 shares and no sole voting or dispositive power.

The shares are directly held by Armistice Capital Master Fund Ltd., for which Armistice Capital serves as investment manager under an Investment Management Agreement. Through this role, Armistice Capital and Mr. Boyd may be deemed to beneficially own the Master Fund’s holdings. The Master Fund has the economic right to receive dividends and sale proceeds on these securities.

Citius Oncology, Inc. reported that its Board of Directors expanded to nine members and appointed Jonathan Peri, Ph.D., J.D. as an independent Class I director, effective August 10, 2026, serving until the 2028 annual meeting or until a successor is elected and qualified. The Board determined that he meets applicable Nasdaq and SEC independence standards, and he will participate in the compensation program for independent directors, which is under review.

The company highlights Dr. Peri’s three decades of leadership in higher education, financial services, law, and governance, including his role as President of Manor College and prior service as chief legal officer of Neumann University and lead advisory board director at First State Bank. Citius Oncology also reiterates that it launched LYMPHIR in December 2025 for adults with relapsed or refractory Stage I–III cutaneous T-cell lymphoma and cites an initial CTCL market for LYMPHIR that management estimates currently exceeds $400 million.

Citius Oncology, Inc. filed a prospectus supplement updating its S-1-based Prospectus after the exercise of 6,818,182 warrants at a reduced exercise price of $0.90 per share under a warrant inducement agreement, generating approximately $6.1 million in net proceeds. The supplement notes that 272,727 placement agent warrants remain outstanding. It also incorporates a Form 8-K and press release describing commercial progress for LYMPHIR, its FDA-approved therapy for relapsed or refractory Stage I–III CTCL.

LYMPHIR is now available in 42 institutions, with new institutional accounts up 78% quarter over quarter and vials ordered up 31%. The initial CTCL market opportunity for LYMPHIR is estimated to exceed $400 million, and management cites near-universal payer coverage and ongoing formulary expansion as key launch indicators.

Citius Oncology, Inc. reported commercial momentum for LYMPHIR, its FDA-approved therapy for relapsed or refractory Stage I–III cutaneous T‑cell lymphoma. During the quarter ended June 30, 2026, new institutions ordering LYMPHIR increased 78% quarter over quarter, while institutional vial orders rose 31%. LYMPHIR was available at 42 institutions, including academic centers, National Comprehensive Cancer Network sites, and community infusion centers, with revenue recognized when wholesale orders are placed and filled.

The company cites near‑universal payer coverage and is targeting formulary inclusion at 100 priority institutions by year‑end, after adding more than 20 additional institutions in the current quarter. Management estimates the initial cutaneous T‑cell lymphoma market for LYMPHIR currently exceeds $400 million, and notes increased engagement with CTCL experts and expanded commercial and medical affairs teams.

LYMPHIR carries a boxed warning for capillary leak syndrome, which occurred in 27% of treated patients, including 0.8% fatal cases, and it is associated with infusion‑related reactions in 69% of patients, visual impairment in 9%, and frequent liver enzyme elevations, alongside embryo‑fetal toxicity risk.