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  4. [8-K] CITIUS ONCOLOGY, INC. Reports Material Event

Nasdaq warns Citius Oncology (NASDAQ: CTOR) on sub-$1 bid price and delisting risk

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Citius Oncology, Inc. received a notice from Nasdaq that its common stock has failed to meet the minimum $1.00 per share bid price requirement for the last 30 consecutive business days under Nasdaq Listing Rule 5550(a)(2).

The company has 180 calendar days, until October 19, 2026, to regain compliance. If the stock trades at or above $1.00 for at least ten consecutive business days during this period, Nasdaq will confirm compliance. If compliance is not regained, Citius Oncology may qualify for an additional 180-day period, potentially using a reverse stock split to cure the deficiency.

The Nasdaq notice does not immediately affect trading, and the shares continue to trade on the Nasdaq Capital Market under the symbol CTOR. The company is evaluating options, but there is no assurance it will regain or maintain compliance, and failure could ultimately lead to delisting, subject to appeal rights.

Positive

  • None.

Negative

  • Nasdaq bid-price deficiency notice: CTOR’s shares traded below the $1.00 minimum bid for 30 consecutive business days, starting a compliance clock that could ultimately result in delisting from the Nasdaq Capital Market if not remedied.
  • Uncertain remediation path: The company notes there can be no assurance it will regain or maintain compliance, highlighting elevated listing risk despite available tools such as a potential reverse stock split.

Insights

Nasdaq bid-price notice signals elevated delisting risk for Citius Oncology if sub-$1 trading persists.

Citius Oncology has fallen below Nasdaq’s $1.00 minimum bid requirement for 30 consecutive business days, triggering a deficiency notice under Listing Rule 5550(a)(2). The company now faces a defined timeline to restore its share price or risk removal from the Nasdaq Capital Market.

The company has 180 days, until October 19, 2026, to achieve a bid price of at least $1.00 for ten straight business days. If other initial listing standards are met, it could receive a second 180-day window and may use a reverse stock split to boost the per-share price.

For now, CTOR remains listed and tradable, but the filing explicitly notes there is no assurance of regaining or maintaining compliance. Future disclosures may detail whether the board chooses measures such as a reverse split or other corporate actions to address the deficiency before the compliance deadlines.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) continued listing standard
Consecutive days below minimum bid 30 business days Period triggering Nasdaq deficiency notice
Initial compliance period 180 calendar days From notice date to October 19, 2026 to regain compliance
Compliance trading requirement 10 consecutive business days Bid must close at or above $1.00 to regain compliance
Potential additional compliance period 180 calendar days Possible second window if other initial listing standards are met
Nasdaq Listing Rule 5550(a)(2) regulatory
"below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2)"
Bid Price Rule regulatory
"had closed below the minimum $1.00 per share requirement ... (the “Bid Price Rule”)"
Nasdaq Capital Market regulatory
"for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2)"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
reverse stock split financial
"its intention to cure the bid price deficiency during the second compliance period by effecting a reverse stock split, if necessary"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
delisting regulatory
"its common stock is subject to delisting. At that time, the Company may appeal the delisting determination"
Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.
Understanding 8-K Material Events →
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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) April 22, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On April 22, 2026, Nasdaq Stock Market LLC (“Nasdaq”) notified Citius Oncology, Inc. (the “Company”) that for the last 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until October 19, 2026, to regain compliance with the Bid Price Rule. If at any time before October 19, 2026, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance with the Bid Price Rule.

 

If the Company does not regain compliance with the Bid Price Rule by October 19, 2026, the Company may be eligible for an additional 180-day compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the Bid Price Rule, and would need to provide written notice of its intention to cure the bid price deficiency during the second compliance period by effecting a reverse stock split, if necessary.

 

If the Company does not regain compliance with the Bid Price Rule when required, Nasdaq will provide written notification to the Company that its common stock is subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq hearings panel.

 

The notice from Nasdaq has no immediate effect on the listing of the Company’s common stock and its common stock will continue to be listed on the Nasdaq Capital Market under the symbol “CTOR”. The Company is currently evaluating its options for regaining compliance. There can be no assurance that the Company will regain compliance with the Bid Price Rule or maintain compliance with any of the other Nasdaq continued listing requirements.

 

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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: April 28, 2026 /s/ Leonard Mazur
  Leonard Mazur
  Chairman and Chief Executive Officer

 

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Source: View Original Filing on SEC EDGAR

FAQ

What did Citius Oncology (CTOR) disclose about its Nasdaq listing status?

Citius Oncology disclosed that Nasdaq notified the company its common stock no longer meets the $1.00 minimum bid price requirement after 30 consecutive business days below that level. This triggers a defined compliance period and introduces potential future delisting risk if not corrected.

How long does Citius Oncology have to regain Nasdaq bid-price compliance?

Citius Oncology has 180 calendar days, until October 19, 2026, to regain compliance. It must achieve a closing bid price of $1.00 or more for at least ten consecutive business days during this period for Nasdaq to confirm compliance with the bid-price rule.

Can Citius Oncology receive more time beyond October 19, 2026 to fix its bid price?

Yes. If Citius Oncology meets all initial Nasdaq Capital Market listing standards other than the bid-price rule, it may qualify for an additional 180-day compliance period. The company would need to notify Nasdaq of its plan to cure the deficiency, potentially including a reverse stock split.

Does the Nasdaq notice immediately affect trading of Citius Oncology (CTOR) shares?

The Nasdaq notice has no immediate effect on trading. Citius Oncology’s common stock continues to be listed on the Nasdaq Capital Market under the symbol CTOR while the company works through the compliance period defined by Nasdaq’s listing rules.

What happens if Citius Oncology fails to regain Nasdaq bid-price compliance?

If Citius Oncology does not regain compliance within the allowed period, Nasdaq will notify the company that its common stock is subject to delisting. The company would then have the right to appeal this determination to a Nasdaq hearings panel under established procedures.

What options is Citius Oncology considering to regain Nasdaq compliance?

Citius Oncology states it is evaluating its options to regain compliance with the bid-price rule. The filing notes that, if granted a second compliance period, the company could plan to cure the deficiency by effecting a reverse stock split, if necessary.

Filing Exhibits & Attachments

3 documents

Other Documents