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Citius Oncology (CTOR) expands board to nine members with Jonathan Peri appointment

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

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Filing Explained

Following the August 10, 2026 appointment, Citius Oncology says its nine-member Board remains majority independent, adding a governance-composition fact to the appointment disclosure.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Board size after appointment 9 members Board expanded to nine individuals with Jonathan Peri’s appointment effective August 10, 2026
Director age 52 Age of Jonathan Peri at the time of appointment as disclosed
Director term end 2028 annual meeting of stockholders Class I director term for Jonathan Peri
Estimated CTCL market for LYMPHIR exceeds $400 million Management estimate of initial CTCL market for LYMPHIR
LYMPHIR launch timing December 2025 Launch of LYMPHIR for adults with relapsed or refractory Stage I–III CTCL
LYMPHIR indication Adults with relapsed or refractory Stage I–III CTCL FDA-approved use after at least one prior systemic therapy
independent director regulatory
"voted to appoint Jonathan Peri, Ph.D., J.D., as an additional independent director"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
cutaneous T-cell lymphoma medical
"for the treatment of adults with relapsed or refractory Stage I–III CTCL"
Cutaneous T-cell lymphoma is a rare type of skin cancer that develops when certain immune system cells grow uncontrollably, causing skin patches, rashes, or tumors. While it primarily affects health, its rarity and complexity can influence medical research funding and pharmaceutical development, which may impact investment opportunities in healthcare and biotech sectors. Understanding such diseases helps investors gauge potential risks and innovations in medical treatments.
orphan drug designation regulatory
"Robust intellectual property protections that span orphan drug designation, complex technology"
Orphan drug designation is a special status given to medicines developed to treat rare diseases affecting only a small number of people. This status often provides benefits like faster approval processes and financial incentives, making it more attractive for companies to develop these drugs. For investors, it signals potential for exclusive market rights and reduced competition, which can impact the drug’s profitability.
checkpoint inhibitors medical
"pending patents for immuno-oncology use as a combination therapy with checkpoint inhibitors"
Checkpoint inhibitors are drugs that help the immune system recognize and attack cancer cells by blocking certain proteins that normally keep immune responses in check. They act like brakes being released on the immune system, allowing it to target tumors more effectively. These medicines are important for investors because they represent a promising area of cancer treatment with growing research, development, and commercial potential.
post-marketing requirements regulatory
"post-marketing requirements and ongoing regulatory compliance related to LYMPHIR"
Post-marketing requirements are studies, safety checks, or data collection that a health regulator requires a drug or medical product maker to carry out after the product is approved for sale. Think of them as mandatory follow-up homework to confirm real-world safety and effectiveness; the results can force label changes, usage limits, or even product withdrawal, so they affect future sales, costs and investor risk.

FAQ

What board change did Citius Oncology (CTOR) disclose in this 8-K?

Citius Oncology disclosed 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, to serve until the 2028 annual meeting or until a successor is elected.

Is the new Citius Oncology (CTOR) director considered independent?

Yes. The Board determined that Jonathan Peri qualifies as an independent director under relevant SEC and Nasdaq listing rules. The company also notes that, following his appointment, the Board remains majority independent, reinforcing its governance structure.

What is LYMPHIR and market size mentioned by Citius Oncology (CTOR)?

LYMPHIR is an FDA-approved therapy for adults with relapsed or refractory Stage I–III cutaneous T-cell lymphoma, launched in December 2025. Management estimates the initial CTCL market for LYMPHIR currently exceeds $400 million, is growing, and is underserved by existing therapies.

What experience does new director Jonathan Peri bring to Citius Oncology (CTOR)?

Jonathan Peri brings three decades of leadership across higher education, financial services, law, and governance. He serves as President of Manor College, previously was Vice President and General Counsel at Neumann University, and has held multiple fiduciary and advisory board roles.

What key risks and forward-looking factors does Citius Oncology (CTOR) highlight?

The company cites risks around commercializing LYMPHIR, maintaining Nasdaq listing compliance, securing additional financing, obtaining a new bulk drug substance supplier, regulatory and post-marketing requirements, intellectual property, and broader growth and development uncertainties described in its SEC filings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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) August 7, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

 

(d) On August 7, 2026, the Board of Directors (the “Board”) of Citius Oncology, Inc. (the “Company”) expanded the number of directors serving on the Board to nine individuals and appointed Jonathan Peri, Ph.D., J.D. as a Class I member of the Board, effective August 10, 2026, to serve until the Company’s 2028 annual meeting of stockholders or until his successor is duly elected and qualified.

 

While the Board’s Corporate Governance and Nominating Committee has not formulated any specific minimum qualifications for director candidates, it has determined certain desirable characteristics including strength of character, mature judgment, career specialization, relevant technical skills, and independence. After conducting a broad and thorough process, the Corporate Governance and Nominating Committee recommended Dr. Peri for appointment to the Board.

 

The Board has determined that Dr. Peri is an independent director under the relevant SEC and Nasdaq Stock Market listing rules. Following Dr. Peri’s appointment, the Board remains majority independent. Dr. Peri will be compensated in accordance with the Company’s compensation program for independent directors, which is currently undergoing review by the Board.

 

Dr. Peri, 52, has served as President of Manor College since October 2015. He has served as an elected Commissioner of Middle States Commission on Higher Education (MSCHE), a premier university accrediting agency since July 2019 and was appointed Vice Chair in July 2026. Prior to Manor College, Dr. Peri was the Vice President and General Counsel for Neumann University from July 2006 to October 2015. Dr. Peri’s prior experiences include service as a nonprofit corporate legal counsel, former construction materials firm advisory director, former real estate broker, former political consultant, and former auto racing team leader. From March 2021 to March 2024, Dr. Peri served on the advisory board of First State Bank, the oldest bank in Texas, and was lead advisory director beginning in 2023. Dr. Peri received a B.A in Theology from Villanova University, a J.D. from Widener University, a doctorate in Organizational Leadership from Eastern University and an MLE Certificate from Harvard University.

 

There have been no transactions in which the Company has participated and in which Dr. Peri had a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.

 

A copy of the press release regarding the appointment of Dr. Peri to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press release, dated August 12, 2026.
104   Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

 

1

 

 

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: August 12, 2026 CITIUS ONCOLOGY, INC.
     
  By: /s/ Leonard Mazur
    Leonard Mazur
    Chairman and Chief Executive Officer

 

2

Exhibit 99.1

 

 

Citius Oncology Expands Board with Appointment of Independent Director Jonathan Peri

 

CRANFORD, N.J., August 12, 2026 — Citius Oncology, Inc. (“Citius Oncology”) (Nasdaq: CTOR), an oncology-focused biopharmaceutical company and majority-owned subsidiary of Citius Pharmaceuticals, Inc. (“Citius Pharma”) (Nasdaq: CTXR), today announced that its Board of Directors voted to appoint Jonathan Peri, Ph.D., J.D., as an additional independent director, effective August 10, 2026. Following a unanimous vote of approval by the Board, the appointment expands the Company’s Board of Directors to nine members.

 

Dr. Peri brings three decades of leadership across higher education, financial services, law, and corporate governance. He currently serves as President of Manor College and previously served as Vice President and General Counsel of Neumann University, where he was the institution’s chief legal officer. From 2021 to 2024, he served as lead advisory board director of First State Bank, the oldest state bank in Texas. He has also held fiduciary and governance roles across numerous government, education, and nonprofit boards. His background spans strategic planning, fundraising, real estate, and legal and regulatory oversight.

 

“We are pleased to welcome Jonathan to our Board,” said Leonard Mazur, Chairman and Chief Executive Officer of Citius Oncology. “As we build on the commercial launch of LYMPHIR® and scale the organization, Jonathan’s experience leading complex institutions and his disciplined, mission-focused approach to governance will strengthen our Board as we work to deliver long-term value for shareholders and patients.”

 

“I am honored to join the Citius Oncology Board at such a pivotal stage in the Company’s growth,” said Dr. Peri. “Citius Oncology is addressing a serious and underserved need in cutaneous T-cell lymphoma, and I look forward to contributing to the Board’s strategic oversight as the Company advances its mission of bringing innovative, targeted oncology therapies to patients.”

 

Dr. Peri earned his undergraduate degree from Villanova University, his law degree from Widener University, and his doctorate in Organizational Leadership from Eastern University. He holds a Management and Leadership in Education certificate from Harvard University and is an elected Commissioner of the Middle States Commission on Higher Education (MSCHE). His experience as a chief legal officer, his service on boards overseeing substantial financial assets, and his background in organizational governance are expected to strengthen the Board’s legal, regulatory, and financial oversight. The Board has determined that Dr. Peri qualifies as an independent director under applicable Nasdaq listing standards.

 

 

 

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. 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.

 

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. Factors that could cause actual results to differ materially from those currently anticipated are: our ability to maintain our culture and recruit, integrate and retain qualified personnel and advisors, including on our Board of Directors; 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 use the latest technology to support our commercialization efforts for LYMPHIR; physician and patient acceptance of LYMPHIR in a competitive treatment landscape; our ability to raise additional money to fund our operations; our ability to regain compliance with Nasdaq’s continued listing standards; our ability to obtain, perform under and maintain third party agreements and relationships, including obtaining a new bulk drug substance supplier; risks relating to the results of research and development activities, including those from our existing and any new pipeline assets; early-stage clinical data may not be predictive of results from larger or later-stage studies; our ability to secure and maintain strategic partnerships and expand international access to LYMPHIR; 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; 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. 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

 

 

Filing Exhibits & Attachments

4 documents