Citius Oncology (NASDAQ: TENKU) files S-1 prospectus update filing

Rhea-AI Filing Summary

Citius Oncology, Inc. filed a prospectus supplement to its Form S-1 registration statement that had been declared effective on July 15, 2025. The supplement relates to common stock and warrants Citius Oncology sold in a public offering on July 17, 2025. The company explains that this supplement is needed to keep the S-1 registration statement current with its recently filed Quarterly Report on Form 10-Q because it is not yet eligible to incorporate that report by reference into the S-1.

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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 18, 2025

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 8.01 Other Events.

Citius Oncology, Inc. today filed a prospectus supplement to its registration statement on Form S-1 that was declared effective on July 15, 2025, pursuant to which it sold common stock and warrants in a public offering on July 17, 2025.  The prospectus supplement is necessary to keep the registration statement current with Citius Oncology’s recently filed Quarterly Report on Form 10-Q because Citius Oncology is not yet eligible to incorporate by reference into the Form S-1 registration statement.

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SIGNATURE

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: August 18, 2025	/s/ Leonard Mazur
	Leonard Mazur
	Chairman and Chief Executive Officer

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FAQ

What did Citius Oncology (TENKU) report in this 8-K filing?

Citius Oncology reported that it filed a prospectus supplement to its Form S-1 registration statement, which had been declared effective on July 15, 2025, to update it in connection with a prior public offering of common stock and warrants.

Why did Citius Oncology file a prospectus supplement to its Form S-1?

The company filed the prospectus supplement to keep its S-1 registration statement current with its recently filed Quarterly Report on Form 10-Q, as it is not yet eligible to incorporate that report by reference into the S-1.

What securities are related to the updated S-1 for Citius Oncology (TENKU)?

The prospectus supplement relates to common stock and warrants that Citius Oncology sold in a public offering on July 17, 2025.

Does this 8-K indicate a new offering by Citius Oncology?

No, the 8-K describes an administrative update: a prospectus supplement to an already effective S-1 registration statement that covered a public offering completed on July 17, 2025.

What limitation does Citius Oncology highlight regarding its S-1 registration statement?

The company notes that it is not yet eligible to incorporate its Quarterly Report on Form 10-Q by reference into the Form S-1 registration statement, which is why the prospectus supplement is required.

Who signed the Citius Oncology (TENKU) 8-K related to the prospectus supplement?

The 8-K was signed on behalf of Citius Oncology by Leonard Mazur, its Chairman and Chief Executive Officer.