[SCHEDULE 13D/A] TenX Keane Acquisition Unit SEC Filing

Rhea-AI Filing Summary

Auddia Inc. is calling its 2025 Annual Meeting for September [***], 2025 to vote on five key items.

Proposal 1: Elect four directors—Jeffrey Thramann (now CEO), Nick Balletta, Emmanuel de Boucaud and Joshua Sroge—following the July 2025 retirement of the prior CEO and three director resignations.
Proposal 2: Ratify Haynie & Company as auditor for FY 2025.
Proposal 3: Approve an amendment to the existing equity line with White Lion Capital that (i) extends the term to 12/31/2027 and (ii) raises the total commitment from $10 million to $50 million. Shares will be priced at 85-90% of market VWAP and capped at 9.99% ownership per purchase notice, but overall issuance could exceed 20% of current outstanding shares, triggering Nasdaq Rule 5635(d) shareholder-approval requirements.
Proposal 4: Approve share issuance above the 19.99% Nasdaq cap related to the June 30, 2025 $750k Series C convertible preferred financing (10% annual dividend, $4.77 conversion price, 314,466 five-year warrants; anti-dilution resets down to $0.954 floor).
Proposal 5: Amend the 2020 Equity Incentive Plan to (a) add an unspecified number of new shares (bumping the reserve above 67,899) and (b) raise the individual annual grant limit from 29,412 shares to an undisclosed higher amount.

Only holders of record on July [***], 2025 may vote. The board recommends FOR all proposals. Investors should weigh enhanced capital flexibility and refreshed governance against substantial dilution risk from the ELOC, preferred stock and enlarged option pool.

Positive

• $50 million ELOC extends funding capacity to 2027, providing flexible, non-debt liquidity.
• Board refreshed with three new independent directors bringing finance, tech and crypto expertise.
• Auditor continuity via Haynie & Company helps maintain reporting stability.

Negative

• Significant dilution risk from ELOC, Series C preferred and enlarged equity plan could exceed 20-30% of shares.
• Full-ratchet anti-dilution on Series C instruments may drive further share issuance at depressed prices.
• 10% dividend on preferred increases cash or share outflows until redeemed or converted.
• Rapid leadership turnover (CEO change and four July resignations) may signal strategic uncertainty.

Insights

Financial Analyst

TL;DR – Proxy seeks capital headroom; benefits liquidity but meaningfully dilutes existing holders.

The expanded White Lion equity line multiplies available funding five-fold and extends it two years, improving liquidity in a challenging small-cap environment. However, pricing at up to 15% discount and no defined draw schedule could pressure the share price. The $750k Series C preferred is small in proceeds but carries a 10% dividend and full-ratchet anti-dilution, creating ongoing overhang. Combined with a larger option pool, aggregate dilution could easily exceed 30% if all instruments convert. No new operating metrics are provided, so assessment hinges on capital needs versus dilution tolerance.

Corporate Governance Expert

TL;DR – Board turnover filled with three independents; shareholder votes needed for dilution-heavy proposals.

Replacing four directors, including the CEO, with experienced independents strengthens oversight. Putting ELOC, preferred issuance and plan amendment to a shareholder vote aligns with Nasdaq rules and good practice. Yet successive financings with investor-friendly terms (floor price, full-ratchet) shift risk to common holders. Raising equity plan limits without specifying amounts reduces transparency. Investors should scrutinize whether capital strategy matches long-term value creation.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Citius Oncology, Inc.

(Name of Issuer)

Common Shares, $0.0001 par value per share

(Title of Class of Securities)

17331Y109

(CUSIP Number)

Alexander M. Donaldson, Esq.
Wyrick Robbins Yates & Ponton LLP, 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)

07/17/2025

(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)

84.3 %

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 July 17, 2025, the Issuer sold and issued 6,818,182 shares of its common stock, $0.0001 par value per share, in a public offering. This Amendment No. 1 to the Schedule 13D of the Reporting Person filed on August 16, 2024, amends and supplements the Schedule 13D as specifically set forth herein, to give effect to the issuance of the shares on July 17, 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 84.3% of the Issuer's outstanding common stock, based upon 78,370,402 shares of common stock outstanding as of July 17, 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:	07/25/2025

FAQ

Why does Auddia (AUUDW) need shareholder approval for the White Lion equity line?

Nasdaq Rule 5635(d) requires approval when potential share issuances exceed 19.99% of outstanding stock at a discount; the amended ELOC raises that possibility.

What are the key terms of the Series C preferred stock issued on 30 Jun 2025?

$750k raised; 10% annual dividend; $4.77 conversion price; anti-dilution down to $0.954 floor; 314,466 five-year warrants at $4.77.

How much additional capital can Auddia access if Proposal 3 passes?

Up to $50 million of common stock sales to White Lion through 12/31/2027.

Will existing shareholders be diluted if all new instruments convert?

Yes—issuance under the ELOC, Series C preferred and expanded option pool would increase outstanding shares and reduce existing holders’ percentage ownership.

What changes are proposed for Auddia’s 2020 Equity Incentive Plan?

The share reserve and per-participant annual grant limit would both rise (exact new figures marked [***] in the preliminary filing).