Citius Oncology (Nasdaq: CTOR) lines up $36.5M to fund LYMPHIR
Rhea-AI Filing Summary
Citius Oncology, Inc. entered into a warrant inducement transaction and a new senior secured loan to raise capital for LYMPHIR commercialization and general corporate purposes. A healthcare-focused investor agreed to immediately exercise warrants for 12,777,778 shares at $0.90 per share, providing approximately $11.5 million in gross proceeds, and received 25,555,556 new warrants at a $0.90 exercise price.
The company also entered into a Loan and Security Agreement providing up to $25.0 million in term loans, with $10.0 million funded at closing and additional tranches tied to revenue and liquidity milestones. The loans mature on November 1, 2029, carry a minimum annual interest rate of 12.75%, and are secured by substantially all assets. Lenders and agents receive fees, warrants and a conversion option, and a related-party promissory note was amended and subordinated to the new senior debt.
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Insights
Citius adds costly senior debt and warrant-driven equity to fund LYMPHIR.
Citius Oncology is combining a warrant inducement and a senior secured term loan to secure up to $36.5 million in funding tied to LYMPHIR commercialization. The immediate cash comes from exercising 12,777,778 existing warrants at $0.90, plus a funded $10.0 million Tranche 1 term loan.
The $25.0 million loan facility runs to November 1, 2029 with a floating rate floor of 12.75%, interest-only for at least 18 months, and a final $1,062,500 payment. It is secured by substantially all assets and restricts additional indebtedness, liens, asset sales and other corporate actions, while allowing voluntary prepayment with step-down fees.
Equity-linked features are significant: new investor warrants for 25,555,556 shares at $0.90, lender warrants sized off funded tranches, and a conversion option on up to $4.0 million of principal at 120% of the warrant exercise price. A related-party note is subordinated and made non-prepayable in cash until senior debt is repaid, consolidating senior creditor priority while increasing potential future dilution.
8-K Event Classification
Key Figures
Key Terms
warrant inducement transaction financial
Beneficial Ownership Limitation financial
senior secured term loan credit facility financial
Subordination Agreement financial
Variable Rate Transaction financial
Conversion Option financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Warrant Inducement Transaction
On May 5, 2026, Citius Oncology, Inc. (the “Company”), entered into a warrant inducement agreement (the “Warrant Inducement Agreement”) with the holder of certain existing warrants to purchase up to an aggregate of 12,777,778 shares of the Company’s common stock, which consists of all of the 6,818,182 shares underlying warrants originally issued on July 16, 2025, all of the 5,142,858 shares underlying warrants originally issued on September 10, 2025, and 816,738 shares underlying warrants originally issued December 10, 2025, each with an exercise price of $1.09 per share (together, the “Induced Warrants”). As an inducement to the holder for exercising the Induced Warrants in cash at a reduced exercise price of $0.90 per share, the Company’s issued to the holder new warrants to purchase up to an aggregate of 25,555,556 shares of the Company’s common stock, which have similar terms to the Induced Warrants, other than an exercise price of $0.90 and the terms discussed below (the “New Warrants”).
The shares of common stock underlying the Induced Warrants originally issued on July 16, 2025 are registered on the Registration Statement on Form S-1 (Registration Statement No. 333-282792) for which Post-Effective Amendment No. 1 was filed with the SEC on February 20, 2026 and declared effective by the Securities Exchange Commission (the “SEC”) on March 2, 2026. The shares of common stock underlying Induced Warrants originally issued on September 10, 2025 and December 10, 2025 are registered on the Registration Statement on Form S-3 (Registration No. 333-292577) declared effective by the SEC on January 12, 2026
Exercise of the Induced Warrants for cash is subject to a beneficial ownership limitation of 9.99% (the “Beneficial Ownership Limitation”). To the extent that the Beneficial Ownership Limitation applies, the balance of any issuance of free trading shares of the Company’s common stock will be held in abeyance until notice from the warrant holder that the balance (or portion thereof) may be issued in compliance with such Beneficial Ownership Limitation, and those underlying shares of the Company’s common stock will be treated as having been prepaid, including the cash payment in full of the exercise price.
The New Warrants are exercisable upon the approval date by the Company’s stockholders for the issuance of the shares underlying the warrants (the “Stockholder Approval”). The New Warrants will expire five years after the later of (i) the effective date of the Stockholder Approval and (ii) the effective date the Resale Registration Statement (as defined below). The holder of the New Warrants will not have the right to exercise any portion of its warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or 9.99% at the election of the holder prior to the date of issuance) of the number of shares of common stock outstanding immediately after giving effect to such exercise; provided, however, that upon 61 days’ prior notice to the Company, the holder may increase or decrease the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership Limitation exceed 9.99%. The exercise price and number of shares of common stock issuable upon exercise of the New Warrants are subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the common stock and the exercise price.
H.C. Wainwright and Co., LLC (“Wainwright”) acted as the Company’s exclusive placement agent in connection with the warrant inducement transaction. In connection with the transaction, the Company agreed to pay Wainwright a cash fee of 7.0% of the aggregate gross proceeds the Company received in the warrant inducement transaction. The Company also agreed to reimburse Wainwright up to $50,000 for fees and expenses of legal counsel and $35,000 for non-accountable expenses. In addition, the Company granted placement agent warrants to Wainwright, or its designees, to purchase up to 894,444 shares of common stock (the “Placement Agent Warrants”). The terms of the Placement Agent Warrants are substantially the same as the terms of the New Warrants, except that the exercise price is $1.125 per share.
The aggregate gross proceeds to the Company from the warrant inducement transaction were approximately $11.5 million. The Company intends to use the net proceeds from the financings primarily to fund ongoing LYMPHIR commercialization efforts such as sales force expansion, market access initiatives, medical affairs activities, and manufacturing supply chain support, with the remainder to be used for working capital and general corporate purposes. The offering is expected to close on May 6, 2026.
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Pursuant to the Warrant Inducement Agreement, the Company agreed for a period of 90 days after the closing date not to issue, enter into an agreement to issue or announce the issuance or proposed issuance of the shares or any other securities convertible into, or exercisable or exchangeable for, shares of common stock, subject to certain exceptions. We have also agreed for a one-year period not to issue any shares of common stock or Common Stock Equivalents in a Variable Rate Transaction (as defined in the Warrant Inducement Agreement), subject to certain exceptions. In addition, the Company shall seek stockholder approval by written consent or hold an annual or special meeting of stockholders on or prior to the date that is 90 days following the closing date for the purpose of obtaining Stockholder Approval, and shall seek stockholder approval by written consent or call a meeting every 90 days thereafter to seek the requisite Stockholder Approval until the earlier of the date on which the Stockholder Approval is obtained or the New Warrants are no longer outstanding.
Additionally, pursuant to the Warrant Inducement Agreement, the Company has agreed to file a registration statement registering for resale the shares of common stock issuable upon exercise of the New Warrants within 30 days of the date of the Warrant Inducement Agreement, and have such registration statement declared effective no later than the earlier of (i) 60 days following such date (or 90 days following such date, if the SEC notifies the Company that it will “review” the registration statement) and (ii) the fifth business day after the date the Company is notified by the SEC that the registration statement will not be reviewed (the “Resale Registration Statement”).
The Warrant Inducement Agreement contains customary representations, warranties and covenants of the Company and the holder. The representations, warranties and covenants contained in the Warrant Inducement Agreement were made solely for the benefit of the parties to the Warrant Inducement Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Warrant Inducement Agreement is incorporated herein by reference only to provide the holder with information regarding the terms of the Warrant Inducement Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
In connection with the transaction, the Company and the holder entered into a letter agreement for the purpose of amending the remaining outstanding warrants to purchase up to an aggregate of 15,697,024 shares of our common stock issued by the Company on December 10, 2025 (the “December Warrants”), to reduce the exercise price of the December Warrants to $0.90 per share, and to amend the exercise date to instead be exercisable commencing on the date of Stockholder Approval and amend the expiration date to instead be five years after the date of Stockholder Approval. All other terms of the December Warrants remain the same.
The foregoing descriptions of the New Warrants, the Placement Agent Warrants, the Warrant Inducement Agreement and Warrant Amendment Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of each, forms of which are attached as Exhibits 4.1, 4.2, 10.1 and 10.2 hereto, and incorporated herein by reference.
Third Amendment to Promissory Note
Prior to the warrant inducement transaction, on May 4, 2026, the Company and Citius Pharmaceuticals, Inc., a Nevada corporation (the “Parent”), entered into a Third Amendment to Promissory Note (the “Third Amendment”), which amends the promissory note, dated August 16, 2024, as previously amended on September 10, 2025 and December 10, 2025, issued by the Company to the Parent in the original principal amount of $3,800,111 (the “Promissory Note”), to, among other things, (i) conform the payment and maturity provisions of the Promissory Note to the Subordination Agreement (as defined below), such that the entire unpaid principal balance of the Promissory Note shall be payable on a date that is 91 days after the Senior Debt (as defined below) has been fully paid and the Loan Agreement (as defined below) has been terminated, (ii) eliminate all prior maturity triggers related to capital raises, issuances of debt or equity securities, or royalty-backed monetizations, (iii) prohibit prepayment of the Promissory Note in cash prior to the new maturity date, and (iv) add a voluntary conversion feature allowing the Parent, subject to the Company’s approval, to convert all or a portion of the outstanding principal into shares of common stock at a conversion price equal to $0.90 per share. All other terms of the Promissory Note remain the same.
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The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Loan Agreement
On May 5, 2026 (the “Closing Date”), the Company, and Citius Oncology Sub, Inc., a Delaware corporation (“Citius Sub”), entered into a Loan and Security Agreement (the “Loan and Security Agreement”) and a Supplement to the Loan and Security Agreement (together with the Loan and Security Agreement, the “Loan Agreement”), with Avenue Venture Opportunities Fund II, L.P., a Delaware limited partnership, as administrative agent and collateral agent (the “Agent”), and Avenue Venture Opportunities Fund II, L.P. and Avenue Growth Lending Fund III, L.P., a Delaware limited partnership, as lenders (collectively, the “Lenders”).
The Loan Agreement makes available to the Company term loans in an aggregate principal amount of up to $25.0 million (collectively, the “Loans”), with (i) $10.0 million to be funded on May 6, 2026 (“Tranche 1”), (ii) up to $7.0 million to be made available to the Company beginning on the later of (A) the date on which certain net revenue and liquidity milestones are achieved and (B) October 1, 2026, and continuing through December 31, 2026 (“Tranche 2”), and (iii) up to $8.0 million to be made available to the Company beginning on the later of (A) the date on which certain additional net revenue milestones are achieved and one or more Tranche 2 Loans have been drawn and (B) January 1, 2027, and continuing through March 31, 2027 (“Tranche 3”).
The Loans bear interest at an annual rate equal to the greater of (x) the sum of 6.00% plus the prime rate as reported in The Wall Street Journal and (y) 12.75%. The Loans are secured by a lien upon and security interest in all of the Company’s and Citius Sub’s assets, including intellectual property, subject to agreed exceptions. The maturity date of the Loans is November 1, 2029 (the “Maturity Date”).
The Loan Agreement does not contain any minimum cash requirement or other financial covenant. The Company will make interest only payments on the Loans until the 18-month anniversary of the Closing Date, subject to a 6-month extension if one or more Tranche 2 Loans have been drawn. The Loan principal is repayable in equal monthly installments from the end of the interest only period to the Maturity Date.
The Company may, at its option at any time, prepay the Loans in their entirety by paying the then-outstanding principal balance and all accrued and unpaid interest on the Loans, subject to a prepayment fee equal to (i) 3.00% of the principal amount outstanding if the prepayment occurs on or prior to the first anniversary following the Closing Date, (ii) 2.00% of the principal amount outstanding if the prepayment occurs after the first anniversary following the Closing Date, but on or prior to the second anniversary following the Closing Date, and (iii) 1.00% of the principal amount outstanding if the prepayment occurs after the second anniversary following the Closing Date.
The Company will pay a final payment of $1,062,500 on the earlier of (x) the Maturity Date and (y) the date that the Company prepays all of the outstanding principal amount of the Loans in full. On the Closing Date, the Company paid to the Lenders a commitment fee of $250,000.
The Loan Agreement contains customary representations, warranties and covenants, including covenants by the Company limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, certain corporate changes, transactions with affiliates and fundamental changes. The Loan Agreement provides for events of default customary for term loans of this type, including but not limited to non-payment, breaches or defaults in representations or warranties, the performance of covenants, insolvency, bankruptcy and the occurrence of a material adverse effect on the Company.
After the occurrence of an event of default, the Agent may (i) accelerate payment of all obligations, impose an increased rate of interest, and terminate the Lenders’ commitments under the Loan Agreement and (ii) exercise any other right or remedy provided by contract or applicable law.
Pursuant to the Loan Agreement, each Lender will have the right, at any time while any Loan is outstanding, to convert up to its pro rata share of $4.0 million of the outstanding principal of the Loans (the “Conversion Option”) into shares of the Company’s common stock at a price per share equal to 120% of the exercise price of the Lender Warrants (as defined below) (the “Conversion Price”), subject to certain terms and conditions, including beneficial ownership limitations.
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In addition, the Company has agreed to use its reasonable best efforts to grant to each Lender the right to invest up to its pro rata share of $1.0 million in any issuance of equity securities of the Company after the Closing Date, on the same terms, conditions and pricing offered by the Company to other investors participating in such financing transaction (such right, the “Participation Right”). The Participation Right terminates 30 days after the repayment in full of all of the obligations under the Loan Agreement (other than inchoate indemnity obligations or other obligations that specifically survive termination).
Wainwright acted as exclusive origination, structuring and placement agent to the Company. In connection with the debt facility, the Company agreed to pay Wainwright a cash fee of 6.0% of the principal amount of debt committed to the Company. The Company also agreed to reimburse Wainwright for fees and expenses of legal counsel and $50,000 for expenses.
The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Loan and Security Agreement and the Supplement, which are filed as Exhibit 10.4 and Exhibit 10.5, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Lender Warrants
In connection with the Loans, the Company will issue to each Lender warrants to purchase shares of the Company’s common stock (the “Lender Warrants”). The Lender Warrants entitle the Lenders, in the aggregate, to purchase a number of fully paid and nonassessable shares of common stock equal to the sum of $1 million, plus (i) 10% of the portion of the Tranche 2 Loans actually funded by the Lenders, plus (ii) 10% of the portion of the Tranche 3 Loans actually funded by Lenders, divided by the exercise price of $0.90.
The Lender Warrants are exercisable upon the Stockholder Approval and will expire five years after the date of the Stockholder Approval. Exercise of the Lender Warrants is subject to a Beneficial Ownership Limitation. Each Lender may exercise the Lender Warrants by making a cash payment equal to the exercise price multiplied by the quantity of shares or on a cashless basis by receiving a net number of shares calculated pursuant to the formula set forth in the Lender Warrants. The exercise price and number of shares of common stock issuable upon exercise are subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the common stock and the exercise price.
The foregoing description of the Lender Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Lender Warrant, which is filed as Exhibit 4.4 to this Current Report on Form 8-K and is incorporated herein by reference.
Subordination Agreement
In connection with the Loan Agreement, the Company, the Agent and Parent entered into a Subordination Agreement (the “Subordination Agreement”), pursuant to which all indebtedness and obligations of the Company to the Parent (the “Subordinated Debt”), including (i) amounts designated as “Due to Related Party” in the Company’s Form 10-K for the fiscal quarter ending December 31, 2025 (including, without limitation, any interest, fees, charges, expenses, costs, professional fees and expenses, and reimbursement obligations relating thereto) and (ii) amounts owed under the Promissory Note are subordinated in right of payment to all obligations of the Company to the Agent and Lenders under the Loan Agreement (the “Senior Debt”). Under the Subordination Agreement, the Parent may not demand, receive or accept any payment on account of the Subordinated Debt until 91 days after the Senior Debt has been fully paid in cash and all financing agreements between the Agent, the Lenders and the Company have been terminated. The Parent has also agreed not to hold any lien on or security interest in any property of the Company securing the Subordinated Debt or contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the Agent’s security interest in any property of the Company while the Senior Debt remains outstanding.
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The foregoing description of the Subordination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subordination Agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference under this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure regarding the securities to be sold and issued in connection with (i) the New Warrants, (ii) the Placement Agent Warrants, (iii) the Conversion Option set forth in the Loan Agreement and (iv) the Lender Warrants, each as set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference under this Item 3.02.
The securities described above will be offered and sold in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The issuance of the New Warrants, the Placement Agent Warrants, the Loan Agreement, the Lender Warrants and any shares of common stock issuable thereunder have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC, or an applicable exemption from the registration requirements.
Item 8.01 Other Events.
On May 5, 2026, the Company issued a press release to announce the entry into the Warrant Inducement Agreement and entry into the Loan and Security Agreement. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 4.1 | Form of New Warrant. | |
| 4.2 | Form of Placement Agent Warrant. | |
| 4.3 | Form of Lender Warrant. | |
| 10.1 | Form of Warrant Inducement Agreement, dated as of May 5, 2026, by and between Citius Oncology, Inc. and the holder signatory thereto. | |
| 10.2 | Form of Warrant Amendment Agreement, dated as of May 5, 2026, by and between Citius Oncology, Inc. and the holder signatory thereto. | |
| 10.3 | Third Amendment to Promissory Note, dated as of May 4, 2026, between the Company and the Parent. | |
| 10.4 | Loan and Security Agreement, dated as of May 5, 2026, among the Company, Citius Sub, the Agent and the Lenders. | |
| 10.5* | Supplement to Loan and Security Agreement, dated as of May 5, 2026, among the Company, Citius Sub, the Agent and the Lenders. | |
| 10.6 | Subordination Agreement, dated as of May 5, 2026, among the Parent, the Agent and the Company. | |
| 99.1 | Pricing Press Release, dated as of May 5, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Certain portions of this exhibit that are not material and would be competitively harmful if publicly disclosed have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Copies of the unredacted exhibit will be furnished to the SEC upon request. |
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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.
| CITIUS ONCOLOGY, INC. | |
| Date: May 6, 2026 | /s/ Leonard Mazur |
| Leonard Mazur | |
| Chairman and Chief Executive Officer |
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Exhibit 99.1
Citius Oncology, Inc. Secures Up to $36.5 Million in Debt and Equity Capital to Accelerate LYMPHIR® Commercialization
Avenue Capital Group to provide up to $25 Million via Senior Credit Facility with an initial $10 million tranche funded at closing; additional tranches subject to certain conditions
Gross proceeds of approximately $11.5 million secured by a concurrent exercise of certain outstanding warrants held by single healthcare-focused institutional investor
Financings to support ongoing commercial execution while preserving flexibility for future growth initiatives
CRANFORD, N.J., May 5, 2026 -- Citius Oncology, Inc. (“Citius Oncology” or the “Company”) (Nasdaq: CTOR), a specialty biopharmaceutical company focused on the development and commercialization of novel targeted oncology therapies, today announced that it has entered into a senior secured term loan credit facility (the “Credit Facility”) with Avenue Venture Opportunities Fund II, L.P., a fund of Avenue Capital Group (“Avenue”), providing for up to $25 million in capital to support the ongoing commercialization of LYMPHIR® (denileukin diftitox-cxdl), approved by the Food and Drug Administration (FDA) for the treatment of adult patients with relapsed or refractory Stage I-III cutaneous T-cell lymphoma (CTCL) after at least one prior systemic therapy, and has also entered into a definitive agreement for the immediate exercise of certain outstanding warrants, with expected gross proceeds to the Company of approximately $11.5 million. The combined financings are expected to provide enhanced financial flexibility to support commercial execution, working capital, and general corporate purposes.
“This Credit Facility strengthens our ability to continue to execute on the LYMPHIR launch, aligning capital access with commercial performance, and underscoring the confidence that a global investment firm like Avenue Capital has in our commercial trajectory and the long-term potential of LYMPHIR. In parallel, the warrant exercise financing provides additional near-term capital to further support our commercial efforts Collectively, this provides the company with meaningful financial flexibility as we continue to scale our commercial infrastructure, drive adoption of LYMPHIR among treating physicians, and expand patient access to this important therapy for relapsed or refractory cutaneous T-cell lymphoma. We are pleased to have Avenue as a capital partner as we advance our mission to improve outcomes for patients with limited treatment options,” said Leonard Mazur, Chairman and Chief Executive Officer of Citius Oncology and Citius Pharmaceuticals.
“Citius Oncology has a differentiated, FDA-approved therapy with a targeted commercial opportunity. We are excited to support the Citius team as they execute on their commercialization strategy and work to realize the full value of their first FDA-approved asset,” said Chad Norman, Senior Portfolio Manager of Avenue Capital Group.
H.C. Wainwright & Co. is acting as the exclusive origination, structuring and placement agent to Citius Oncology for the financings.
Financings Summary
The Credit Facility has a term of 3.5 years and includes an initial tranche of $10 million, to be fully funded at closing, plus two additional tranches of up to an aggregate of $15 million, subject to achievement of predefined revenue milestones and liquidity conditions. The Company has agreed to issue to Avenue warrants to purchase up to 11,111,111 shares of the Company’s common stock, at an exercise price of $0.90 per share, exercisable for a period of five years following the effective date of stockholder approval of the issuance of the shares issuable upon exercise of the warrants. The Company will also issue to Avenue warrants to purchase shares of common stock equal to 10% of the amount funded in each future tranche, divided by the exercise price of $0.90 per share. Additionally, Avenue will have the right, at any time while any loan is outstanding, to convert up to $4.0 million of the outstanding principal under the credit facility into shares of the Company’s common stock at a price per share equal to 120% of the exercise price of the warrant, subject to certain terms and conditions, including beneficial ownership limitations.
Concurrently, the Company entered into definitive agreements with a single healthcare-focused institutional investor for the immediate exercise of certain outstanding warrants to purchase up to an aggregate of 12,777,778 shares of common stock, originally issued in July 2025, September 2025, and December 2025, at a reduced exercise price of $0.90 per share, with expected gross proceeds to the Company of approximately $11.5 million prior to deduction of placement agent fees and other offering expenses. In consideration for the immediate exercise of these warrants for cash, the Company will issue new unregistered warrants to purchase up to 25,555,556 shares of common stock. The new warrants will have an exercise price of $0.90 per share, will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares issuable upon exercise of the new warrants and will expire five years after the later of (i) the date of stockholder approval and (ii) the effective date of the Resale Registration Statement (as defined below). The new warrant offering is expected to close on or about May 6, 2026, subject to satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the financings primarily to fund ongoing LYMPHIR commercialization efforts such as sales force expansion, market access initiatives, medical affairs activities, and manufacturing supply chain support, with the remainder to be used for working capital and general corporate purposes.
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Warrant Offering Disclosure
The new warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) and, along with the shares of common stock issuable upon their exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the new warrants (the “Resale Registration Statement”).
The Company also has agreed to amend certain existing warrants to purchase up to an aggregate of 15,697,024 shares of the Company’s common stock that were previously issued to the investor in December 2025, with an exercise price of $1.09 per share, effective upon the closing of the offering, such that the amended warrants will have a reduced exercise price of $0.90 per share, will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the warrants and will expire five years after the date of stockholder approval.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or 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 jurisdiction.
About LYMPHIR® (denileukin diftitox-cxdl)
LYMPHIR is a targeted immune therapy 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 diphtheria toxin fragments that have entered cells to inhibit protein synthesis. After uptake into the cell, the DT fragment is cleaved and the free DT fragments inhibit protein synthesis, resulting in cell death. Denileukin diftitox-cxdl demonstrated the ability to deplete immunosuppressive regulatory T lymphocytes (Tregs) and antitumor activity through a direct cytocidal action on IL-2R-expressing tumors.
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In 2021, denileukin diftitox received regulatory approval in Japan for the treatment of relapsed or refractory CTCL and peripheral T-cell lymphoma (PTCL). Subsequently, in 2021, Citius acquired an exclusive license with rights to develop and commercialize denileukin diftitox in all markets except for India, Japan and certain parts of Asia. LYMPHIR (denileukin diftitox-cxdl) 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 who had had at least one prior systemic therapy. The Company believes the addressable U.S. market 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 Avenue Capital Group
Avenue Capital Group is a global investment firm founded in 1995 and headquartered in New York, with offices across the United States, Europe, Asia, and Abu Dhabi. The firm manages assets estimated at approximately $9.8 billion and is primarily focused on specialty lending, opportunistic credit, and other special situations investments. The Avenue Growth Lending strategy seeks to provide creative financing solutions to high-growth, publicly traded and venture capital-backed technology and life science companies, focusing generally on companies within the underserved segment of the market created by the widening financing gap between commercial banks and larger debt funds. For more information, please visit www.avenuecapital.com.
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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. 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, and include all statements related to the closing and intended use of net proceeds from the offerings. Factors that could cause actual results to differ materially from those currently anticipated 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; the availability of future tranches under the Credit Facility and our ability to conduct future financings; 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; risks relating to the results of research and development activities, including those from our existing and any new pipeline assets; our ability to regain compliance with Nasdaq’s continued listing standards; early-stage clinical data may not be predictive of results from larger or later-stage studies; our ability to use the latest technology to support our commercialization efforts for LYMPHIR; 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; our ability to procure cGMP commercial-scale supply; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; market and other conditions; 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. 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, 2025, filed with the SEC on December 23, 2025. 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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FAQ
What total financing did Citius Oncology (CTOR) arrange in this 8-K?
How is the new $25 million loan facility structured for Citius Oncology (CTOR)?
What are the key terms of the interest and maturity on Citius Oncology’s new debt?
How much cash does Citius Oncology (CTOR) receive from the warrant inducement?
How will Citius Oncology use the proceeds from these financings?
What equity dilution mechanisms are included in Citius Oncology’s new agreements?
Filing Exhibits & Attachments
13 documentsAgreements & Contracts
- EX-10.1 FORM OF WARRANT INDUCEMENT AGREEMENT, DATED AS OF MAY 5, 2026, BY AND BETWEEN CI 53.6 KB
- EX-10.2 FORM OF WARRANT AMENDMENT AGREEMENT, DATED AS OF MAY 5, 2026, BY AND BETWEEN CIT 9.5 KB
- EX-10.3 THIRD AMENDMENT TO PROMISSORY NOTE, DATED AS OF MAY 4, 2026, BETWEEN THE COMPANY 32.9 KB
- EX-10.4 LOAN AND SECURITY AGREEMENT, DATED AS OF MAY 5, 2026, AMONG THE COMPANY, CITIUS 315.5 KB
- EX-10.5 SUPPLEMENT TO LOAN AND SECURITY AGREEMENT, DATED AS OF MAY 5, 2026, AMONG THE CO 95.8 KB
- EX-10.6 SUBORDINATION AGREEMENT, DATED AS OF MAY 5, 2026, AMONG THE PARENT, THE AGENT AN 47.6 KB