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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) October 26, 2026
Citius Oncology, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
| 001-41534 |
|
99-4362660 |
| (Commission File Number) |
|
(IRS Employer
Identification No.) |
| 11 Commerce Drive, 1st Floor, Cranford, NJ |
|
07016 |
| (Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code (908) 967-6677
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock |
|
CTOR |
|
The Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
2.02. Results of Operations and Financial Condition.
On
October 26, 2026, Citius Oncology, Inc. issued a press release announcing preliminary, unaudited LYMPHIR® (denileukin
diftitox-cxdl) unit sales to U.S. wholesalers and institutional vial orders for the fiscal fourth quarter ended September 30, 2026. A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated October 26, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
CITIUS ONCOLOGY, INC. |
| |
|
| Date: October 26, 2026 |
/s/ Leonard
Mazur |
| |
Leonard Mazur |
| |
Chairman and Chief Executive Officer |
Exhibit 99.1

Citius
Oncology Reports Continued Institutional Demand and 120% Growth in
Shipments of LYMPHIR® Units to U.S. Wholesalers During the Fiscal
Fourth Quarter of 2026
CRANFORD,
N.J., October 26, 2026 - Citius Oncology, Inc. (“Citius Oncology” or the “Company”) (Nasdaq: CTOR), an oncology-focused
biopharmaceutical company and majority-owned subsidiary of Citius Pharmaceuticals, Inc. (“Citius Pharma”) (Nasdaq: CTXR),
today announced preliminary, unaudited LYMPHIR® (denileukin diftitox-cxdl) unit sales to U.S. wholesalers and institutional
vial orders for the fiscal fourth quarter ended September 30, 2026.
“The
fiscal fourth quarter showed continued institutional demand for LYMPHIR. Unit sales to wholesalers more than doubled as our expanded
commercial team reached nationwide coverage in August,” said Leonard Mazur, Chairman and Chief Executive Officer of Citius Oncology.
“We are now more than halfway to our goal of having LYMPHIR on formulary at 100 priority institutions by calendar year-end. As
we enter fiscal 2027, we expect the momentum we built in the fourth quarter to carry forward, with growing institutional demand, deeper
penetration into academic and community treatment centers, and continued sales growth as LYMPHIR becomes further established in CTCL.”
Preliminary
Fiscal Fourth Quarter 2026 Highlights (unaudited)
| ● | 792
units purchased by U.S. wholesalers for the three months ended September 30, 2026, compared
to 360 units for the three months ended June 30, 2026, an increase of 120%; |
| ● | 950
LYMPHIR vials ordered by prescribing centers from wholesalers during the fiscal fourth quarter,
compared to 926 for the fiscal third quarter; and |
| ● | As
of the date of this release, 54 institutions have now ordered LYMPHIR, compared to 44 as
of August 14, 2026, as last reported. |
The
unit information in this release is preliminary and unaudited, is based on management’s current estimates, and is subject to completion
of the Company’s year-end closing procedures and the audit of its fiscal 2026 financial statements. Actual results may differ,
and the Company’s independent registered public accounting firm has not audited, reviewed or performed any procedures on these
preliminary figures. The Company recognizes revenue when wholesaler orders are fulfilled. Accordingly, the Company's revenue is based
on LYMPHIR units sold to wholesalers, net of estimated gross-to-net adjustments, rather than on institutional vial orders from wholesalers
by institutions. Citius Oncology expects to report complete fiscal fourth quarter and fiscal year 2026 results in December 2026 with
the filing of its Annual Report on Form 10-K.
About
LYMPHIR® (denileukin diftitox-cxdl)
LYMPHIR
is a targeted immunotherapy for relapsed or refractory cutaneous T-cell lymphoma (CTCL) indicated for use in Stage I–III disease
after at least one prior systemic therapy. It is a recombinant fusion protein that combines the IL-2 receptor binding domain with diphtheria
toxin (DT) fragments. The agent specifically binds to IL-2 receptors on the cell surface, causing DT fragments that have entered cells
to inhibit protein synthesis, resulting in cell death. Denileukin diftitox-cxdl has demonstrated the ability to deplete immunosuppressive
regulatory T lymphocytes (Tregs) and antitumor activity through a direct cytocidal action on IL-2R-expressing tumors. LYMPHIR was approved
by the FDA and subsequently launched in the U.S. in December 2025.
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 after at
least one prior systemic therapy. Management estimates the initial CTCL 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. Citius Pharma is the majority owner of Citius Oncology. In December 2025, Citius Oncology launched LYMPHIR, a
targeted immunotherapy for the treatment of adults with relapsed or refractory Stage I–III CTCL who had had at least one prior
systemic therapy. Citius Pharma’s late-stage pipeline also includes Mino-Lok®, a catheter 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 Pharma is actively engaged with the FDA to outline next steps for both programs. For more information, please
visit www.citiuspharma.com.
Forward-Looking
Statements
This
press release contains “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 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 include: the possibility that the preliminary,
unaudited unit information in this press release may differ from our final results upon completion of year-end closing procedures and
the audit of our financial statements; quarterly shipments may fluctuate based on wholesaler purchasing patterns and inventory levels;
we may not achieve our goal of having LYMPHIR on formulary at 100 priority institutions by calendar year-end; 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; our ability to regain compliance with Nasdaq’s
continued listing standards; the estimated markets for LYMPHIR and our product candidates and the acceptance thereof by any market; physician
and patient acceptance of LYMPHIR in a competitive treatment landscape; our ability to obtain, perform under, and maintain third-party
agreements and relationships, including obtaining a new bulk drug substance supplier; 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; our ability to secure and maintain strategic partnerships and expand international
access to LYMPHIR; risks relating to the results of research and development activities; our ability to procure cGMP commercial-scale
supply; risks related to our growth strategy; patent and intellectual property matters; government regulation; as well as other risks
described in our Securities and Exchange Commission (“SEC”) filings. 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, 2025, filed with the SEC on December 23, 2025
and Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 14, 2026. 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, except as required by law.
Contacts
Investor
Contact:
Ilanit Allen
ir@citiuspharma.com
908-967-6677 x113
Media
Contact:
STiR-communications
Greg Salsburg
greg@stir-communications.com