Citius Oncology (CTOR) stake updated by majority holder Citius Pharma

Rhea-AI Filing Summary

Citius Pharmaceuticals, Inc. filed Amendment No. 4 updating its ownership in Citius Oncology, Inc.. The company remains the beneficial owner of 66,049,615 common shares, with sole voting and dispositive power, representing about 71.0% of Citius Oncology’s outstanding common stock.

The percentage decline from approximately 74.9% reflects an increase in Citius Oncology’s total shares outstanding, not any share purchases or sales by Citius Pharmaceuticals. The filing confirms Citius Pharmaceuticals still holds a clear majority stake and control position in Citius Oncology.

Key Figures

Beneficial ownership shares: 66,049,615 shares Current ownership percentage: 71.0% Shares outstanding: 92,981,204 shares +4 more

7 metrics

Beneficial ownership shares 66,049,615 shares Citius Pharmaceuticals’ beneficial ownership in Citius Oncology

Current ownership percentage 71.0% Percent of Citius Oncology common stock owned by Citius Pharmaceuticals

Shares outstanding 92,981,204 shares Citius Oncology common stock outstanding as of May 14, 2026

Prior ownership percentage 74.9% Ownership when 88,275,204 shares were outstanding on February 10, 2026

Prior shares outstanding 88,275,204 shares Citius Oncology common stock outstanding as of February 10, 2026

Sole voting power 66,049,615 shares Shares over which Citius Pharmaceuticals has sole voting authority

Sole dispositive power 66,049,615 shares Shares over which Citius Pharmaceuticals has sole dispositive authority

Key Terms

beneficial owner, sole voting power, sole dispositive power, percentage beneficial ownership, +2 more

6 terms

beneficial owner financial

"The Reporting Person is the beneficial owner of 66,049,615 shares of the Issuer's common stock"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: 7 | Sole Voting Power 66,049,615.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"9 | Sole Dispositive Power 66,049,615.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

percentage beneficial ownership financial

"to report a material decrease in the Reporting Person's percentage beneficial ownership of the Issuer's common stock"

Schedule 13G regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Schedule 13D regulatory

"this Amendment No. 4 to the of the Reporting Person filed on August 16, 2024"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Citius Oncology, Inc.

(Name of Issuer)

Common Shares, $0.0001 par value per share

(Title of Class of Securities)

17331Y109

(CUSIP Number)

Leonard L. Mazur
Chief Executive Officer, 11 Commerce Drive, 1st Floor
Cranford, NJ, 07016
(908) 967-6677

Alexander M. Donaldson, Esq.
4101 Lake Boone Trail, Suite 300,
Raleigh, NC, 27607
(919) 781-4000

Lorna A. Knick, Esq.
4101 Lake Boone Trail, Suite 300,
Raleigh, NC, 27607
(919) 781-4000

Wyrick Robbins Yates & Ponton
4101 Lake Boone Trail, Suite 300,
Raleigh, NC, 27607
(919) 781-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/15/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 17331Y109

1

Name of reporting person

Citius Pharmaceuticals, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 66,049,615.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 66,049,615.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

66,049,615.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

71.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, $0.0001 par value per share
(b)	Name of Issuer: Citius Oncology, Inc.
(c)	Address of Issuer's Principal Executive Offices: 11 Commerce Drive, 1st Floor, Cranford, NEW JERSEY , 07016.
Item 1 Comment: EXPLANATORY NOTE This Amendment No. 4 to the Schedule 13D of the Reporting Person filed on August 16, 2024, as amended on July 25, 2025, September 12, 2025, and December 17, 2025 (this "Amendment"), amends and supplements the Schedule 13D as specifically set forth herein, to report a material decrease in the Reporting Person's percentage beneficial ownership of the Issuer's common stock resulting solely from increases in the Issuer's outstanding shares. The information provided herein is intended to encompass the information that would have been included in amendments previously required upon the occurrence of the events summarized below.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person is the beneficial owner of 66,049,615 shares of the Issuer's common stock, which represents approximately 71.0% of the Issuer's outstanding common stock, based upon 92,981,204 shares of common stock outstanding as of May 14, 2026 (per the Issuer's Form 10-Q for the quarter ended March 31, 2026, filed May 15, 2026). The decrease in the Reporting Person's percentage beneficial ownership since Amendment No. 3 resulted solely from increases in the Issuer's outstanding shares of common stock and not from any acquisition or disposition of shares by the Reporting Person. Additional Event Requiring Amendment On February 10, 2026, the Issuer reported that 88,275,204 shares of common stock were outstanding (as of such date), as disclosed in its Quarterly Report on Form 10-Q for the quarter ended December 31, 2025. Based on 66,049,615 shares beneficially owned by the Reporting Person, this reflected a decrease in the Reporting Person's percentage beneficial ownership to approximately 74.9%.
(b)	The Reporting Person has sole voting and dispositive power of 66,049,615 shares of the Issuer's common stock beneficially owned. Note: In its Current Report on Form 8-K filed on May 6, 2026 (the "Form 8-K"), the Issuer disclosed the immediate exercise of warrants for 12,777,778 shares and the issuance of replacement warrants. According to the Form 8-K, such shares are being held in abeyance by the transfer agent due to a 9.99% beneficial ownership limitation and therefore are not included in the outstanding share count used above.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Citius Pharmaceuticals, Inc.

Signature:	/s/ Leonard Mazur
Name/Title:	Leonard Mazur, Chief Executive Officer
Date:	06/04/2026

FAQ

How many Citius Oncology (CTOR) shares does Citius Pharmaceuticals beneficially own?

Citius Pharmaceuticals beneficially owns 66,049,615 Citius Oncology common shares. These shares carry sole voting and dispositive power, meaning Citius Pharmaceuticals alone controls how they are voted and whether they are sold or transferred.

What percentage of Citius Oncology (CTOR) does Citius Pharmaceuticals currently control?

Citius Pharmaceuticals controls about 71.0% of Citius Oncology’s outstanding common stock. This majority interest is based on 92,981,204 shares outstanding as of May 14, 2026, according to Citius Oncology’s Form 10-Q filing.

Why did Citius Pharmaceuticals’ ownership percentage in Citius Oncology (CTOR) decrease?

The ownership percentage decreased because Citius Oncology’s outstanding shares increased. Citius Pharmaceuticals reports that the change in its percentage beneficial ownership resulted solely from higher issuer share count, with no acquisitions or dispositions of shares by Citius Pharmaceuticals itself.

What earlier ownership level did Citius Pharmaceuticals report for Citius Oncology (CTOR)?

When Citius Oncology had 88,275,204 shares outstanding as of February 10, 2026, Citius Pharmaceuticals’ 66,049,615 shares represented approximately 74.9% ownership. The later percentage drop reflects additional shares issued by Citius Oncology.

Does Citius Pharmaceuticals share voting or dispositive power over Citius Oncology (CTOR) shares?

No. The filing states Citius Pharmaceuticals has sole voting power and sole dispositive power over the 66,049,615 Citius Oncology shares it beneficially owns, with no shared voting or dispositive authority reported with any other party.