Citius Oncology (NASDAQ: CTOR) boosts stock plan and advisor warrants

Rhea-AI Filing Summary

Citius Oncology, Inc. reported that it issued warrants to a financial advisor to purchase up to 360,000 shares of common stock. These warrants have an exercise price of $2.1875 per share, become exercisable on March 10, 2026, and expire on March 10, 2031, and were issued in a private placement under Section 4(a)(2) of the Securities Act.

The board also approved an amendment to the company’s 2024 Omnibus Stock Incentive Plan, increasing the shares of common stock reserved for issuance under the plan from an aggregate of 15,000,000 shares to an aggregate of 30,000,000 shares. Aside from this increase in the share reserve, no other terms of the plan were changed.

Insights

Equity & Governance Analyst

Citius expands equity incentives and grants advisor warrants, increasing potential share issuance.

Citius Oncology granted a financial advisor warrants for up to 360,000 common shares at an exercise price of $2.1875 per share, exercisable from March 10, 2026 until March 10, 2031. The warrants were issued via a private placement under Section 4(a)(2), indicating they were sold without a public offering.

The board amended the 2024 Omnibus Stock Incentive Plan to raise the share reserve from an aggregate of 15,000,000 shares to an aggregate of 30,000,000 shares. This effectively doubles the pool available for future stock-based awards, which can support retention and alignment of employees and directors through equity compensation.

For investors, the key elements are the new advisor warrants and the larger stock plan reserve, both of which expand the company’s capacity to issue additional shares over time. The actual impact will depend on how extensively management uses the plan and whether the advisor exercises the warrants within their term.

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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) September 19, 2025

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 3.02 Unregistered Sales of Equity Securities. 

On September 19, 2025, Citius Oncology, Inc. (the “Company) issued to a financial advisor warrants to purchase up to 360,000 shares of our common stock with an exercise price of $2.1875 per shares, that are exercisable on March 10, 2026, and that expire on March 10, 2031. The warrants were issued in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 19, 2025, the board of directors of the Company approved an amendment to the Company’s 2024 Omnibus Stock Incentive Plan (the “2024 Plan”) to increase the authorized number of shares of the Company’s common stock reserved for issuance thereunder from an aggregate of 15,000,000 shares to an aggregate of 30,000,000 shares. Other than the increase in the shares reserved for issuance under the 2024 Plan, there were no other changes to the 2024 Plan made by the amendment. A copy of the full text of the amendment to the 2024 Plan is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Document
10.1		Amendment to the Citius Oncology, Inc. 2024 Omnibus Stock Incentive Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

Date: September 19, 2025	CITIUS ONCOLOGY, INC.
	By:	/s/ Leonard Mazur
		Leonard Mazur
		Chairman and Chief Executive Officer

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FAQ

What equity securities did Citius Oncology (CTOR) recently issue?

Citius Oncology issued warrants to a financial advisor to purchase up to 360,000 shares of its common stock. The warrants have an exercise price of $2.1875 per share, are exercisable beginning on March 10, 2026, and expire on March 10, 2031.

How did Citius Oncology (CTOR) change its 2024 Omnibus Stock Incentive Plan?

The board approved an amendment to increase the number of common shares reserved for issuance under the 2024 Omnibus Stock Incentive Plan from an aggregate of 15,000,000 shares to an aggregate of 30,000,000 shares.

Were there any other changes to Citius Oncology’s 2024 stock plan besides the share increase?

Apart from increasing the shares reserved for issuance under the 2024 Plan, the company states that there were no other changes made by the amendment.

Under what exemption were the Citius Oncology warrants issued?

The warrants issued to the financial advisor were made in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Who signed the Citius Oncology (CTOR) 8-K related to these actions?

The report was signed on behalf of Citius Oncology, Inc. by Leonard Mazur, who is the company’s Chairman and Chief Executive Officer.

Where can investors find the full text of the Citius Oncology 2024 Plan amendment?

The full text of the amendment to the 2024 Omnibus Stock Incentive Plan is attached as Exhibit 10.1 to the report and is incorporated by reference.