UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
(Rule 14c-101)
SCHEDULE 14C INFORMATION STATEMENT
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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Preliminary Information Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
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Definitive Information Statement |
Citius Oncology, Inc.
(Name of Registrant as Specified In Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11. |
Citius Oncology, Inc.
11 Commerce Drive, 1st Floor
Cranford, NJ 07016
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
OF THE STOCKHOLDERS
Dear Stockholder:
This notice and the accompanying information statement (the “Information
Statement”) is furnished by the Board of Directors (the “Board”) of Citius Oncology, Inc. (“Citius Oncology,”
the “Company,” “we” or “us”). The Company, a Delaware corporation, is a public company registered
with the Securities and Exchange Commission (the “SEC”). The Information Statement has been filed with the SEC and is being
furnished, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
to notify the holders of record of our common stock, par value $0.0001 per share (our “Common Stock”), as of the close of
business on May [●], 2026 of actions we are taking pursuant to a written consent representing a majority of the voting power of
our Common Stock, in lieu of a meeting of stockholders.
Background of Stockholder Actions
On May 5, 2026, the Company entered 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 certain institutional lenders (the “Lenders”), pursuant to which term loans in the
aggregate principal amount of up to $25.0 million (collectively, the “Loans”) were made available to the Company with (i)
$10.0 million funded on May 6, 2026, (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”).
In connection with the Loans, the Company issued to the Lenders warrants
to purchase shares of 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 (the “Lender Warrant Shares”) 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.
Additionally, pursuant to the Loan Agreement, the Lenders 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 Common Stock at a price per share equal to 120% of the exercise
price of the Lender Warrants (the “Conversion Price”), subject to certain terms and conditions, including beneficial ownership
limitations.
Additionally, on May 6, 2026, the Company closed a warrant inducement
transaction (the “Warrant Inducement”) wherein the Company issued to an institutional investor (the “Investor”)
warrants (the “May Common Warrants”) to purchase up to 25,555,556 shares of our Common Stock as a part of the inducement to
the Investor for exercising previously issued warrants. The May Common Warrants have an exercise price of $0.90 per share and are exercisable
commencing on the date of stockholder approval. In addition, the Company issued warrants to the placement agent or its designees (the
“May PA Warrants”, together with the May Common Warrants, the “May Warrants”) to purchase up to 894,444 shares
of Common Stock (the “May PA Warrant Shares”) on substantially the same terms as the May Common Warrants, except with an exercise
price of $1.125 per share and expiration date five years from the commencement of sales in the Warrant Inducement. As used herein, “May
Warrant Shares” means, collectively, the shares of Common Stock issuable upon exercise of the May Warrants.
In connection with the Warrant Inducement,
the Company and the Investor entered into a letter agreement (the “Warrant Amendment Agreement”) for the purpose of amending
outstanding warrants originally issued on December 10, 2025 (the “December Warrants”) to purchase up to a remaining 15,697,024
shares of Common Stock (the “December Warrant Shares” and together with the Lender Warrant Shares and the May Warrant Shares,
the “Warrant Shares”). Pursuant to the Warrant Amendment Agreement, as a part of the inducement to the Investor for exercising
previously issued warrants, the terms of the December Warrants (the “Amended Warrants”) were amended as follows: (i) the exercise
price of the Amended Warrants was lowered to $0.90 per share, (ii) the Amended Warrants will not be exercisable until the receipt of stockholder
approval, and (iii) the original expiration date of the Amended Warrants was extended to five years following the receipt of such stockholder
approval. The Warrant Amendment Agreement became effective on May 5, 2026.
The exercise of the Conversion Option, as well as the exercise of the
Lender Warrants, May Warrants and Amended Warrants, respectively, and the issuance of the shares thereunder, are subject to stockholder
approval in accordance with Nasdaq Listing Rule 5635(d) of The Nasdaq Stock Market LLC (“Nasdaq”). As a result, in the absence
of stockholder approval, we may not issue shares of Common Stock to the Lenders upon the exercise of the Conversion Option or any Warrant
Shares to the holders upon exercise of the Lender Warrants, May Warrants or the Amended Warrants.
Purpose of Information Statement
The purpose of the Information Statement is to inform the stockholders
of the Company that on May [●], 2026, pursuant to Section 228 of the Delaware General Corporation Law (“DGCL”), the
holders of a majority of the issued and outstanding shares of our Common Stock approved the issuance of Common Stock upon exercise of
the Conversion Option (the “Conversion Option Issuance”), as well as the issuance of the Warrant Shares upon exercise of the
Lender Warrants, May Warrants or the Amended Warrant pursuant to their respective terms (the “Warrant Shares Issuance”), in
accordance with Nasdaq Listing Rule 5635(d) by written consent (the “Stockholder Written Consent”). Our Board approved the
Conversion Option Issuance in connection with the Loans and the Warrant Shares Issuance related to the Warrant Inducement, each on May
5, 2026, and approved the filing of this Information Statement on May [●], 2026.
No action is required by you. The accompanying Information Statement
is being furnished only to inform our stockholders of the Stockholder Written Consent described above before the approval of the Conversion
Option Issuance and the Warrant Shares Issuance takes effect in accordance with Rule 14c-2, promulgated under the Securities Exchange
Act. The actions taken by written consent of the majority of our stockholders will not become effective until [●], 2026, which is
the date that is twenty (20) calendar days after this Information Statement is first mailed or otherwise delivered to holders of our capital
stock as of the record date.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF THE INFORMATION STATEMENT
The full text of the Information Statement is made available with this
mailing and on our website at https://citiusonc.com/financials/sec-filings/.
NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED
IN CONNECTION WITH THE INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
There are no stockholder dissenters’ or appraisal rights in connection
with any of the matters discussed in the accompanying Information Statement. Please read this Information Statement carefully and entirely.
It describes the terms of the actions taken by the stockholders. Although you will not have an opportunity to vote on the approval of
the Conversion Option Issuance and the Warrant Shares Issuance, the Information Statement contains important information about these corporate
actions.
| [●], 2026 |
By Order of the Board of Directors |
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/s/ Leonard Mazur |
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Director, Chief Executive Officer and Chairman |
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE CONVERSION OPTION ISSUANCE OR THE WARRANT SHARES ISSUANCE, PASSED UPON THE MERITS OR
FAIRNESS OF THE CONVERSION OPTION ISSUANCE OR THE WARRANT SHARES ISSUANCE, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURES
IN THIS INFORMATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Information Statement is dated [●], 2026 and is first made
available to our stockholders on or about [●], 2026.
Citius Oncology, Inc.
11 Commerce Drive, 1st Floor
Cranford, NJ 07016
INFORMATION STATEMENT
REGARDING CORPORATE ACTION TAKEN BY WRITTEN
CONSENT
IN LIEU OF SPECIAL MEETING
NO VOTE OR OTHER CONSENT OF OUR STOCKHOLDERS
IS SOLICITED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Questions and Answers about this Information Statement:
Why am I receiving this Information Statement?
This Information Statement is being furnished by the Board of Citius
Oncology, Inc. on or about May [●], 2026, to the holders of record of the outstanding shares of our Common Stock at the close of
business on May [●], 2026 (the “Record Date”). The purpose of this Information Statement is to inform Citius Oncology’s
stockholders of the Stockholder Written Consent.
The actions contemplated by the Stockholder Written Consent are being
taken without a prior stockholder meeting or vote in accordance with the DGCL, the Company’s Certificate of Incorporation and Bylaws,
each as amended. The Company’s Certificate of Incorporation does not prohibit stockholder action by written consent. This Information
Statement is being furnished to non-consenting stockholders in accordance with Section 228(e) of the DGCL and Rule 14c-2 under the Exchange
Act. This Information Statement is being mailed on or about [●], 2026, to the stockholders of the Company as of the Record Date.
What was approved by the Stockholder Written Consent?
As described more fully herein, on May [●]2026 the holders of
a majority of the issued and outstanding shares of our Common Stock approved (i) the issuance of shares of the Company’s Common
Stock upon exercise of Lender Warrants, (ii) the issuance of Common Stock upon exercise of the Conversion Option, (iii) the issuance of
shares of the Company’s Common Stock upon exercise of the May Warrants and (iv) the issuance of shares of the Company’s Common
Stock upon the exercise of the Amended Warrant, each in accordance with Nasdaq Listing Rule 5635(d). Our Board approved the Conversion
Option Issuance in connection with the Loans and the Warrant Shares Issuance related to the Warrant Inducement, each on May 5, 2026.
What vote was obtained to approve the Items described in this Information
Statement?
Section 228 of the DGCL provides that, unless a company’s certificate
of incorporation provides otherwise, stockholders may take any action without a meeting of stockholders, without prior notice and without
a vote if a consent or consents in writing, setting forth the action so taken, is signed by stockholders of the outstanding stock having
not less than the minimum number of votes that would be necessary to authorize and take such action at a meeting at which all shares entitled
to vote thereon were present and voted.
As of the Record Date, 92,981,204 shares of our Common Stock were issued
and outstanding. Each share of our Common Stock is entitled to one vote. Pursuant to Section 228 of the DGCL, as outlined above, at least
a majority of the voting equity of the Company, or at least 46,490,603 votes, are required to approve the corporate actions by written
consent. Our majority stockholder, Citius Pharmaceuticals, Inc. (“Citius Pharma”), who, as of the Record Date, held 66,049,615
shares of Common Stock, representing approximately 71.0% of the voting equity of the Company, has voted in favor of the Conversion Option
Issuance and the Warrant Shares Issuance, thereby satisfying the requirement pursuant to the DGCL that at least a majority of the voting
equity vote in favor of a corporate action by written consent.
Accordingly, we have obtained all necessary corporate approval in connection
with the Conversion Option Issuance and the Warrant Shares Issuance. We are not seeking written consent from any other stockholder, and
the other stockholders will not be given an opportunity to vote with respect to the actions described in this Information Statement. This
Information Statement is furnished solely for the purposes of advising stockholders of the action approved by the Stockholder Written
Consent and giving stockholders notice as required by Delaware law and the Exchange Act.
The Conversion Option Issuance and the Warrant Shares Issuance were
approved by the Stockholder Written Consent of the holder of a majority of our voting stock. Accordingly, there will be no stockholders’
meeting.
Are there interested parties with respect to the Stockholder Written
Consent?
None of the directors or executive officers of the Company have any
substantial interest resulting from the Conversion Option Issuance or the Warrant Shares Issuance that is not shared by all other stockholders,
pro rata, and in accordance with their respective interests. We are not aware of any substantial interest, direct or indirect, by any
security holders or otherwise, that is in opposition to matters of action being taken.
Do I have dissenter’s rights?
Pursuant to the DGCL, stockholders have no appraisal or dissenters’
rights in connection with the Conversion Option Issuance or the Warrant Shares Issuance.
Why was the Conversion Option Issuance and the Warrant Shares Issuance
approved via the Stockholder Written Consent?
The Board has determined to pursue stockholder action by majority written
consent of those shares entitled to vote as of the Record Date to reduce the costs and management time required to hold a special meeting
of stockholders, and to implement the above actions in a timely manner and as required by the Loan Agreement and the agreements for the
Warrant Inducement.
When will the Conversion Option Issuance and the Warrant Shares
Issuance be effective?
In accordance with Rule 14c-2 of the Exchange Act, the approval of
the Conversion Option Issuance and the Warrant Shares Issuance described herein will become effective on [●], 2026, which is the
date that is twenty (20) calendar days after this Information Statement is first mailed or otherwise delivered to holders of our Common
Stock as of the Record Date.
We are not seeking written consent from any stockholders other than
as set forth above, and our other stockholders will not be given an opportunity to vote with respect to the actions taken. All necessary
corporate approvals have been obtained, and this Information Statement is furnished solely for the purpose of advising stockholders of
the actions taken by the Stockholder Written Consent and giving stockholders advance notice of the actions taken.
FORWARD-LOOKING STATEMENTS
This Information Statement contains “forward-looking statements.”
Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, plans, strategies,
predictions, or any other statements relating to our future activities or other future events or conditions. These statements are based
on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements
are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual
outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements
due to numerous factors discussed from time to time in this Information Statement, including the risks described under “Risk Factors”
in our Annual Report on Form 10-K for the year ended September 30, 2025, filed with the SEC on December 23, 2025. In addition, such statements
could be affected by risks and uncertainties related to:
| ● | our independent registered public accounting firm’s report includes an explanatory paragraph stating that there is substantial
doubt about our ability to continue as a going concern; |
| ● | our need for substantial additional funds and our ability to raise those funds; |
| ● | our ongoing evaluation of strategic alternatives; |
| ● | our ability to successfully commercialize LYMPHIR, including covering the costs of licensing payments, product manufacturing and other
third-party goods and services; |
| ● | the ability of LYMPHIR or any of our future product candidates to impact the quality of life of our target patient populations; |
| ● | the estimated markets for LYMPHIR or any of our future product candidates and the acceptance thereof by any market; |
| ● | our ability to recognize the anticipated benefits of the August 2024 reverse merger whereby we became a standalone publicly traded
company and majority-owned subsidiary of Citius Pharma, which may not be realized fully, if at all, or may take longer to realize than
expected; |
| ● | our ability to procure cGMP commercial-scale supply; |
| ● | our ability to regain compliance with the continued listing requirements of Nasdaq; |
| ● | our ability to obtain, perform under and maintain financing and strategic agreements and relationships; |
| ● | our ability to manage and grow our business and execution of our business and growth strategies; and |
| ● | our ability to recruit qualified management and technical personnel to carry out our operations. |
Any forward-looking statements speak only as of the date on which they
are made, and, except as may be required under applicable securities laws, we do not undertake any obligation to update any forward-looking
statement to reflect events or circumstances after the filing date of this Information Statement.
ITEM I: APPROVAL OF THE ISSUANCE OF SHARES OF
COMMON STOCK
UPON EXERCISE OF THE LENDER WARRANTS
Background
On May 5, 2026, the Company entered the Loan Agreement with the Lenders,
pursuant to which the Loans were made available to the Company. In connection with the Loans, the Company issued to the Lenders 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 issuance of the shares underlying
the Lender Warrants is subject to stockholder approval.
In order to obtain such stockholder approval, the Company agreed to
seek stockholder approval by written consent or hold an annual or special meeting of stockholders on or prior to the date that is forty-five
(45) days following May 5, 2026 for the purpose of obtaining stockholder approval. Subject to any statutory restrictions or restrictions
under the Nasdaq Capital Market rules and regulations that would prevent such registration, the Company has agreed to register for resale
the Lender Warrant Shares upon request.
The foregoing description of the Loan and
Security Agreement and the Supplement to the Loan and Security Agreement is not complete and you are encouraged to refer to the full text
of each, which were filed as Exhibit 10.4 and Exhibit 10.5, respectively, to our Current Report on Form 8-K filed on May 6, 2026 (the
“May Form 8-K”). The Lender Warrants and the shares issuable pursuant thereto were offered pursuant to the exemption provided
in Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”).
Summary of Terms of the Lender Warrants
Exercisability. The Lender Warrants will be exercisable subject
to stockholder approval of the issuance of the shares of Common Stock upon exercise of the Lender Warrants and have a term of five (5)
years from the stockholder approval date. The Lender Warrants will be exercisable, at the option of the holder, in whole or in part by
delivering to us a duly executed exercise notice and, at any time a registration statement registering the issuance of shares of Common
Stock underlying the Lender Warrant under the Securities Act is effective and available for the issuance of such shares, or an exemption
from registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately available funds
for the number of shares of Common Stock purchased upon such exercise.
Cashless Exercise. In lieu of making the cash payment otherwise
contemplated to be made to us upon exercise of the Lender Warrants in payment of the aggregate exercise price, the holder may elect instead
to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula
set forth in the Lender Warrants. Additionally, on the expiration date of the Lender Warrants, any Lender Warrants outstanding and unexercised
will be automatically exercised via cashless exercise as provided therein. We will not receive any cash proceeds in the event of a cashless
exercise of any of the Lender Warrants.
Transferability. Subject to applicable laws and restrictions
on transfer to competitors of the Company, the Lender Warrants may be transferred at the option of the holder upon surrender of the Lender
Warrants to us together with the appropriate instruments of transfer.
Exchange Listing. There is no trading market available for the
Lender Warrants on any securities exchange or nationally recognized trading system. We do not intend to list the Lender Warrants on any
securities exchange or nationally recognized trading system.
Right as a Stockholder. Except as otherwise provided in the
Lender Warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holders of the Lender Warrants do not
have the rights or privileges of holders of our Common Stock, including any voting rights, until they exercise their Lender Warrants.
Beneficial Ownership Limitation. The Lender will not have the
right to exercise any portion of its Lender Warrants if the Lender, together with its affiliates, would beneficially own in excess of
4.99% (or 9.99% at the election of the Lender 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 Lender may increase
or decrease the beneficial ownership limitation, provided that in no event shall the beneficial ownership limitation exceed 9.99%.
Change of Control. In the event of a Change of Control (as defined
in the Lender Warrants), the Lender Warrants will be automatically exercised in full immediately prior to consummation, for the maximum
number of shares as if exercised for cash, and the warrant will terminate upon delivery of such shares.
Effect of the Issuance of the Warrant Shares
The potential issuance of the Warrant Shares would result in a substantial
and significant increase in the number of shares of our Common Stock outstanding, and our stockholders will incur substantial dilution
of their percentage ownership to the extent that the holders of the Lender Warrants exercise their Lender Warrants.
Nasdaq Listing Requirements and Reason for Stockholder Approval
The issuance of shares of Common Stock underlying the Lender Warrants
is subject to stockholder approval in accordance with Nasdaq Listing Rule 5635(d).
The Common Stock is currently listed on the Nasdaq Capital Market and,
as such, we are subject to the Nasdaq rules. Nasdaq Listing Rule 5635(d) requires a company obtain stockholder approval prior to the issuance
of shares of common stock in connection with certain non-public offerings involving the sale, issuance or potential issuance of shares
of common stock (and/or securities convertible into or exercisable for shares of common stock) equal to 20% or more of the shares of capital
stock outstanding prior to such issuance where the price of the common stock to be issued at a discount. Shares of common stock issuable
upon the exercise or conversion of warrants or other equity securities issued or granted in such non-public offerings will be considered
shares issued in such a transaction in determining whether the 20% limit has been reached. Pursuant to Nasdaq guidance, a company must
attribute a value of $0.125 to each share of common stock underlying a warrant for the purposes of determining whether the warrant is
issued at a discount. The five-day average of the Nasdaq official closing price of our common stock on May 5, 2026, which immediately
preceded the signing of the Loan Agreement, was $0.90.
We cannot predict whether or when the Lenders will exercise the Lender
Warrants. For this reason, we are unable to accurately forecast or predict with any certainty the total amount of Common Stock that may
ultimately be issued upon exercise of the Lender Warrants. However, the number of shares of Common Stock to be issued upon exercise of
the Lender Warrants could result in the issuance of a number of shares exceeding the threshold and pricing for which stockholder approval
is required under Nasdaq Listing Rule 5635(d), if Nasdaq were to aggregate the shares with the Conversion Option Issuance and the other
Warrant Shares Issuance described in this Information Statement. Therefore, the issuance of the shares underlying the Lender Warrants
was approved by our board of directors and the majority of our stockholders to ensure compliance with Nasdaq Listing Rule 5635(d).
ITEM II: APPROVAL OF THE ISSUANCE OF SHARES
OF COMMON STOCK
UPON EXERCISE OF THE CONVERSION OPTION
Background
Pursuant to the Loan Agreement, the Lenders will have the right, at
any time while any Loan is outstanding, to exercise the Conversion Option and convert up to its pro rata share of $4.0 million of the
outstanding principal of the Loans into shares of the Common Stock at the Conversion Price, or $1.08, subject to certain terms and conditions,
including beneficial ownership limitations.
The foregoing description of the Loan and
Security Agreement and the Supplement to the Loan and Security Agreement is not complete and you are encouraged to refer to the full text
of each, which were filed as Exhibit 10.4 and Exhibit 10.5, respectively, to the May Form 8-K. The Conversion Option and the shares issuable
pursuant thereto were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act.
Effect of the Issuance of Common Stock pursuant to the Conversion
Option
The potential issuance of the Common Stock would result in a substantial
and significant increase in the number of shares of our Common Stock outstanding, and our stockholders will incur substantial dilution
of their percentage ownership to the extent that the Lenders exercise their Conversion Option.
Nasdaq Listing Requirements and Reason for Stockholder Approval
The issuance of shares of Common Stock pursuant to the Conversion Option
is subject to stockholder approval in accordance with Nasdaq Listing Rule 5635(d).
The Common Stock is currently listed on the Nasdaq Capital Market and,
as such, we are subject to the Nasdaq rules. Nasdaq Listing Rule 5635(d) requires a company obtain stockholder approval prior to the issuance
of shares of common stock in connection with certain non-public offerings involving the sale, issuance or potential issuance of shares
of common stock (and/or securities convertible into or exercisable for shares of common stock) equal to 20% or more of the shares of capital
stock outstanding prior to such issuance where the price of the common stock to be issued at a discount. Shares of common stock issuable
upon the exercise or conversion of warrants or other equity securities issued or granted in such non-public offerings will be considered
shares issued in such a transaction in determining whether the 20% limit has been reached.
We cannot predict whether or when the Lenders will exercise the Conversion
Option. For this reason, we are unable to accurately forecast or predict with any certainty the total amount of Common Stock that may
ultimately be issued upon exercise of the Conversion Option. However, the number of shares of Common Stock to be issued upon exercise
of the Conversion Option could result in the issuance of a number of shares exceeding the threshold and pricing for which stockholder
approval is required under Nasdaq Listing Rule 5635(d), if Nasdaq were to aggregate the shares with the Warrant Shares Issuance described
in this Information Statement. Therefore, the issuance of the shares pursuant to the Conversion Option was approved by our board of directors
and the majority of our stockholders to ensure compliance with Nasdaq Listing Rule 5635(d).
ITEM III: APPROVAL OF THE ISSUANCE OF SHARES
OF COMMON STOCK
UPON EXERCISE OF WARRANTS ISSUED IN MAY 2026
Background
On May 6, 2026, the Company closed the Warrant Inducement, wherein
the Company issued to the Investor the May Common Warrant to purchase up to 25,555,556 shares of our Common Stock. The May Common Warrant
has an exercise price of $0.90 per share and will be exercisable commencing on the date of stockholder approval. In addition, the Company
issued May PA Warrants to purchase up to 894,444 shares of Common Stock with an exercise price of $1.125 per share.
In order to obtain such stockholder approval, we agreed to seek stockholder
approval by written consent or hold an annual or special meeting of stockholders on or prior to the date that is ninety (90) days following
May 6, 2026 for the purpose of obtaining stockholder approval, and shall seek stockholder approval by written consent or call a meeting
every ninety (90) days thereafter to seek stockholder approval until the earlier of the date on which stockholder approval is obtained
or the May Warrants are no longer outstanding.
The foregoing description of the May Warrants and the May Warrant Shares
is not complete and you are encouraged to refer to the full text of the May Common Warrants and the May PA Warrants and the agreements
for the Warrant Inducement, which were filed as Exhibits 4.1, 4.2, 10.1, and 10.2, respectively, to our May Form 8-K. The May Warrants
and the May Warrant Shares were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended
(the “Securities Act”).
Summary of Terms of the May Warrants
Exercisability. The May Warrants will be exercisable upon receipt
of stockholder approval of the issuance of the shares of Common Stock issuable upon exercise of the May Warrants and will have a term
of five (5) years from the stockholder approval date in the case of the May Common Warrant, and five (5) years from the commencement of
sales in the Warrant Inducement in the case of the May PA Warrants. The May Warrants will be exercisable, at the option of the holder,
in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration statement registering the issuance
of shares of Common Stock underlying the May Warrants under the Securities Act is effective and available for the issuance of such shares,
or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately
available funds for the number of shares of Common Stock purchased upon such exercise.
Cashless Exercise. If a registration statement is not effective
at the time of exercise or if a prospectus is not available for the issuance of shares of Common Stock to the holder, in lieu of making
the cash payment otherwise contemplated to be made to us upon exercise of a May Warrant in payment of the aggregate exercise price, the
holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined
according to a formula set forth in the May Warrants. Additionally, on the expiration date of the May Warrants, any May Warrants outstanding
and unexercised will be automatically exercised via cashless exercise as provided therein. We will not receive any cash proceeds in the
event of a cashless exercise of any of the May Warrants.
Transferability. Subject to applicable laws, the May Warrants
may be transferred at the option of the holder upon surrender of the May Warrants to us together with the appropriate instruments of transfer.
Exchange Listing. There is no trading market available for the
May Warrants on any securities exchange or nationally recognized trading system. We do not intend to list the May Warrants on any securities
exchange or nationally recognized trading system.
Right as a Stockholder. Except as otherwise provided in the
May Warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holders of the May Warrants do not have
the rights or privileges of holders of our Common Stock, including any voting rights, until they exercise their May Warrants.
Beneficial Ownership Limitation. The holder will not have the
right to exercise any portion of its May 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 hodler may increase
or decrease the beneficial ownership limitation, provided that in no event shall the beneficial ownership limitation exceed 9.99%.
Fundamental Transaction. In the event of a fundamental transaction,
as described in the May Warrants and generally including any reorganization, recapitalization or reclassification of our Common Stock,
the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into
another person, the acquisition of more than 50% of our outstanding Common Stock, or any person or group becoming the beneficial owner
of more than 50% of the voting power represented by our outstanding Common Stock, the holders of the May Warrants will be entitled to
receive upon exercise of the May Warrants the kind and amount of securities, cash or other property that the holders would have received
had they exercised the May Warrants immediately prior to such fundamental transaction. Notwithstanding the foregoing, in the event of
a fundamental transaction, the holders of the May Warrants, have the right to require us or a successor entity to redeem the May Warrants
for cash in the amount of the Black-Scholes Value (as defined in the May Warrants) of the unexercised portion of the May Warrants. However,
in the event of a fundamental transaction which is not in our control, including a fundamental transaction not approved by our board of
directors, the holders of the May Warrants will only be entitled to receive from us or our successor entity, as of the date of consummation
of such fundamental transaction the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the
unexercised portion of the May Warrants that is being offered and paid to the holders of our Common Stock in connection with the fundamental
transaction, whether that consideration is in the form of cash, stock or any combination of cash and stock, or whether the holders of
our Common Stock are given the choice to receive alternative forms of consideration in connection with the fundamental transaction.
Effect of the Issuance of the May Warrant Shares
The potential issuance of the May Warrant Shares would result in a
substantial and significant increase in the number of shares of our Common Stock outstanding, and our stockholders will incur substantial
dilution of their percentage ownership to the extent that the holders of the May Warrants exercise their May Warrants.
Nasdaq Listing Requirements and Reason for Stockholder Approval
The issuance of shares of the Common Stock underlying the May Warrants
is subject to stockholder approval in accordance with Nasdaq Listing Rule 5635(d).
Our Common Stock is currently listed on the Nasdaq Capital Market and,
as such, we are subject to the Nasdaq rules. Nasdaq Listing Rule 5635(d) requires a company to obtain stockholder approval prior to the
issuance of shares of common stock in connection with certain non-public offerings involving the sale, issuance or potential issuance
of shares of common stock (and/or securities convertible into or exercisable for shares of common stock) equal to 20% or more of the shares
of capital stock outstanding prior to such issuance where the price of the common stock to be issued at a discount. Shares of common stock
issuable upon the exercise or conversion of warrants or other equity securities issued or granted in such non-public offerings will be
considered shares issued in such a transaction in determining whether the 20% limit has been reached. Pursuant to Nasdaq guidance, a company
must attribute a value of $0.125 to each share of common stock underlying a warrant for the purposes of determining whether the warrant
is issued at a discount. The five-day average of the Nasdaq official closing price of our common stock on May 5, 2026, which immediately
preceded the signing of the binding agreements in the Warrant Inducement, was $0.90.
We cannot predict whether or when the holders will exercise the May
Warrants. For this reason, we are unable to accurately forecast or predict with any certainty the total amount of Common Stock that may
ultimately be issued upon exercise of the May Warrants. However, the number of shares of Common Stock to be issued upon exercise of the
May Warrants could result in the issuance of a number of shares exceeding the threshold and pricing for which stockholder approval is
required under Nasdaq Listing Rule 5635(d), if Nasdaq were to aggregate the shares with the Conversion Option and other Warrant Shares
Issuance described in this Information Statement. Therefore, the issuance of the May Warrant Shares was approved by our board of directors
and the majority of our stockholders to ensure compliance with Nasdaq Listing Rule 5635(d).
ITEM IV: APPROVAL OF THE ISSUANCE OF SHARES
OF COMMON STOCK
UPON EXERCISE OF THE AMENDED WARRANT
Background
In connection with the Warrant Inducement, the Company and the Investor
entered into the Warrant Amendment Agreement for the purpose of amending the December Warrants to purchase up to the remaining 15,697,024
shares of Common Stock issued to the Investor by the Company pursuant to a securities purchase agreement (the “December Purchase
Agreement”) in a warrant inducement transaction on December 10, 2025. The December Warrants had an exercise price of $1.09 per share
and were exercisable six months from the date of issuance.
Pursuant to the Warrant Amendment Agreement,
as a part of the inducement to the Investor for exercising previously issued warrants, the terms of the Amended Warrants were amended
as follows: (i) the exercise price of the Amended Warrants was lowered to $0.90 per share, (ii) the Amended Warrants will not be exercisable
until the receipt of stockholder approval, and (iii) the original expiration date of the Amended Warrants was extended to five years following
the receipt of such stockholder approval. The Warrant Amendment Agreement became effective on May 5, 2026.
In order to obtain such stockholder approval, the Company agreed to
seek stockholder approval by written consent or hold an annual or special meeting of stockholders within 90 days of the closing of the
Warrant Inducement.
The foregoing description of the Warrant Amendment
Agreement, the Amended Warrants, and the December Purchase Agreement is not complete and you are encouraged to refer to the full text
of each. The Warrant Amendment Agreement was filed as Exhibit 10.2 to the May Form 8-K. The Form of December Warrant and the December
Purchase Agreement were filed as Exhibits 4.1 and 10.2, respectively, to the Company’s Current Report on Form 8-K, filed on December
10, 2025.
Summary of Terms of the Amended Warrants
The terms of the Amended Warrants are the same terms as the May Common
Warrants (see Item III for a summary of terms).
Effect of the Issuance of the Warrant Shares
The potential issuance of the Warrant Shares would result in a substantial
and significant increase in the number of shares of our Common Stock outstanding, and our stockholders will incur substantial dilution
of their percentage ownership to the extent that the holders of the Amended Warrants exercise their Amended Warrants.
Nasdaq Listing Requirements and Reason for Stockholder Approval
The issuance of shares of Common Stock underlying the Amended Warrants
is subject to stockholder approval in accordance with Nasdaq Listing Rule 5635(d).
The Common Stock is currently listed on the Nasdaq Capital Market and,
as such, we are subject to the Nasdaq rules. Nasdaq Listing Rule 5635(d) requires a company obtain stockholder approval prior to the issuance
of shares of common stock in connection with certain non-public offerings involving the sale, issuance or potential issuance of shares
of common stock (and/or securities convertible into or exercisable for shares of common stock) equal to 20% or more of the shares of capital
stock outstanding prior to such issuance where the price of the common stock to be issued at a discount. Shares of common stock issuable
upon the exercise or conversion of warrants or other equity securities issued or granted in such non-public offerings will be considered
shares issued in such a transaction in determining whether the 20% limit has been reached. Pursuant to Nasdaq guidance, a company must
attribute a value of $0.125 to each share of common stock underlying a warrant for the purposes of determining whether the warrant is
issued at a discount. The five-day average of the Nasdaq official closing price of our common stock on May 5, 2026, which immediately
preceded the signing of the Warrant Amendment Agreement, was $0.90.
We cannot predict whether or when the Investor will exercise the Amended
Warrants. For this reason, we are unable to accurately forecast or predict with any certainty the total amount of Common Stock that may
ultimately be issued upon exercise of the Amended Warrants. However, the number of shares of Common Stock to be issued upon exercise of
the Amended Warrants could result in the issuance of a number of shares exceeding the threshold and pricing for which stockholder approval
is required under Nasdaq Listing Rule 5635(d), if Nasdaq were to aggregate the shares with the Conversion Option and other Warrant Shares
Issuance described in this Information Statement. Therefore, the issuance of the shares underlying the Amended Warrants was approved by
our board of directors and the majority of our stockholders to ensure compliance with Nasdaq Listing Rule 5635(d).
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the amount of our Common Stock beneficially
owned as of May [●], 2026 by (i) each person or group as those terms are used in Section 13(d)(3) of the Exchange Act believed by
us to beneficially own more than 5% of our Common Stock, (ii) each of our current directors, (iii) each of our Named Executive Officers
and (iv) all of our directors and executive officers as a group. Except as otherwise noted, each person named in the table has sole voting
and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.
| Name and Address of Beneficial Owner(1) | |
Number of
Shares of
Common
Stock
Beneficially
Owned(2) | | |
Percentage of
Shares of
Common
Stock
Beneficially
Owned(3) | |
| Executive Officers and Directors | |
| | |
| |
| Leonard Mazur(4) | |
| 3,966,667 | | |
| 4.1 | % |
| Myron Holubiak(4) | |
| 1,600,000 | | |
| 1.7 | % |
| Suren Dutia(4) | |
| 275,000 | | |
| * | |
| Dr. Eugene Holuka(4) | |
| 275,000 | | |
| * | |
| Dennis M. McGrath(4) | |
| 275,000 | | |
| * | |
| Robert Smith(4) | |
| 125,000 | | |
| * | |
| Joel Mayersohn(5) | |
| 271,228 | | |
| * | |
| Carol Webb(4) | |
| 275,000 | | |
| * | |
| Myron Czuczman(4) | |
| 1,533,333 | | |
| 1.6 | % |
| All directors and executive officers as a group (10 people)(6) | |
| 10,129,561 | | |
| 9.8 | % |
| | |
| | | |
| | |
| 5% Holders | |
| | | |
| | |
| Citius Pharmaceuticals, Inc. | |
| 66,049,615 | | |
| 71.0 | % |
| (1) | The business address of each of the following entities or individuals is c/o of the Company, 11 Commerce Drive, 1st Floor, Cranford,
New Jersey 07016. |
| (2) | Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with
respect to securities. Shares of Common Stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible
within 60 days of May [●], 2026, are deemed outstanding for computing the percentage of the person holding such option or warrant
but are not deemed outstanding for computing the percentage of any other person. |
| (3) | Percentage based on 92,981,204 shares of Common Stock issued and outstanding as of May [●], 2026. |
| (4) | Consists entirely of shares of Common Stock that the director or officer has the right to acquire pursuant to outstanding options
that are exercisable within 60 days of May [●], 2026. |
| (5) | Consists of: (i) 21,228 shares of Common Stock acquired by Mr. Mayersohn through a distribution in kind to limited partners of 10XYZ
Holdings, which was the Sponsor of TenX Keane Acquisition, the legacy entity of Citius Oncology, Inc., and (ii) 250,000 shares of common
stock Mr. Mayersohn has the right to acquire pursuant to outstanding options that are exercisable within 60 days of May [●], 2026. |
| (6) | Consists of: (i) 21,228 shares of Common Stock, and (ii) 10,129,561 shares of common stock the directors and executive officers have
the right to acquire pursuant to outstanding options that are exercisable within 60 days of May [●], 2026. |
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING
AN ADDRESS
The SEC has adopted rules that permit companies to deliver a single
copy of information statements or proxy materials to multiple stockholders sharing an address unless a company has received contrary instructions
from one or more of the stockholders at that address. Upon request, we will promptly deliver a separate copy of this Information Statement
to one or more stockholders at a shared address to which a single copy of the Information Statement was delivered. Stockholders may request
a separate copy of the Information Statement by contacting us either by calling (908) 967-6677 or by mailing a request to 11 Commerce
Drive, First Floor, Cranford, New Jersey 07016. Stockholders at a shared address who receive multiple copies of an information statement
or proxy materials may request to receive or a single copy of information statements or proxy materials in the future in the same manner
as described above.
ADDITIONAL AVAILABLE INFORMATION
Financial and other information about our Company is available on our
website at www.citiusonc.com. We make available on our website, free of charge, copies of our Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it, to the SEC. All reports
we file with the SEC are available free of charge via EDGAR through the SEC website at www.sec.gov. We have included the web addresses
of Citius Oncology and the SEC as inactive textual references only. Except as specifically incorporated by reference into this Information
Statement, information on these websites is not part of this filing.
As a matter of regulatory compliance, we are sending you this Information
Statement that describes the purpose and effect of the Stockholder Written Consent. Your consent to the Stockholder Written Consent is
not required and is not being solicited in connection with the Stockholder Written Consent. This Information Statement is intended to
provide our stockholders with information required by the rules and regulations of the Exchange Act.
