[SCHEDULE 13D/A] CITIUS ONCOLOGY, INC. SEC Filing

Rhea-AI Filing Summary

Citius Pharmaceuticals, Inc. amended its Schedule 13D to reflect a registered direct offering on September 10, 2025 that issued 5,142,858 new common shares of Citius Oncology, Inc. After that issuance the reporting person, Citius Pharmaceuticals, Inc., beneficially owns 66,049,615 shares, representing approximately 79.1% of the issued and outstanding common stock based on a total of 83,513,442 shares. The filing states the reporting person has sole voting and dispositive power over those shares. The amendment updates prior Schedule 13D filings to give effect to the new issuance.

Positive

• Transparent update to Schedule 13D reflecting the September 10, 2025 registered direct offering
• Majority stake disclosed: reporting person beneficially owns 66,049,615 shares (approximately 79.1%)
• Sole voting and dispositive power reported, clarifying control of the shares

Negative

• High ownership concentration: 79.1% beneficial ownership reduces public float and concentrates control
• Dilutive event: issuer sold and issued 5,142,858 shares in the registered direct offering

Insights

Financial Analyst

TL;DR: Majority ownership disclosed after a registered direct offering; material for control and share float.

The Schedule 13D/A confirms that Citius Pharmaceuticals holds a controlling stake of 79.1% in Citius Oncology following the issuance of 5,142,858 new shares on September 10, 2025. From a capital-structure perspective, this reduces the public float and concentrates voting power, which can affect liquidity and potential market trading dynamics. The filing reports sole voting and dispositive power over 66,049,615 shares, aligning ownership and control in one reporting person.

Corporate Governance Expert

TL;DR: The filing documents clear control by a single entity, a material corporate-governance development for minority holders.

The amendment explicitly states sole voting and dispositive authority over a ~79% ownership stake, established after a registered direct offering. Such concentration is material for governance because it gives the reporting person effective control over corporate decisions, including board composition and strategic direction. The Schedule 13D/A updates prior disclosures to reflect the dilutive issuance and the resulting ownership percentage.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

09/10/2025

(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).

SCHEDULE 13D

CUSIP No. 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)

79.1 %

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 On September 10, 2025, the Issuer sold and issued 5,142,858 shares of its common stock, $0.0001 par value per share, in a registered direct offering. This Amendment No. 2 to the Schedule to the Schedule 13D of the Reporting Person filed on August 16, 2024, as amended on July 25, 2025, amends and supplements the Schedule 13D as specifically set forth herein, to give effect to the issuance of the shares on September 10, 2025.
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 79.1% of the Issuer's outstanding common stock, based upon 83,513,442 shares of common stock outstanding as of September 10, 2025.
(b)	The Reporting Person has sole voting and dispositive power of 66,049,615 shares of the Issuer's common stock beneficially owned.

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:	09/12/2025

FAQ

How many Citius Oncology (CTOR) shares are outstanding after the issuance?

The filing states 83,513,442 shares of common stock outstanding as of September 10, 2025.

How many CTOR shares does Citius Pharmaceuticals beneficially own?

Citius Pharmaceuticals beneficially owns 66,049,615 shares, representing approximately 79.1% of outstanding shares.

When were the additional CTOR shares issued and how many were issued?

A registered direct offering on September 10, 2025 issued 5,142,858 new common shares.

Does the reporting person have voting control over the shares?

Yes. The filing reports sole voting and dispositive power over the 66,049,615 beneficially owned shares.

Who signed the Schedule 13D/A filing for the reporting person?

The filing was signed by Leonard Mazur, Chief Executive Officer, on behalf of Citius Pharmaceuticals, Inc., dated September 12, 2025.