Citius Oncology Files 8-K with Key Agreements and Disclosures
Ticker: CTOR · Form: 8-K · Filed: Sep 10, 2025 · CIK: 1851484
Sentiment: neutral
Topics: material-definitive-agreement, equity-securities, corporate-disclosure
TL;DR
Citius Oncology dropped an 8-K detailing new agreements, stock sales, and financial updates.
AI Summary
On September 9, 2025, Citius Oncology, Inc. filed an 8-K report detailing several key events. The company entered into a Material Definitive Agreement, reported on Unregistered Sales of Equity Securities, and disclosed Other Events. The filing also included Financial Statements and Exhibits, indicating significant corporate activity and disclosure.
Why It Matters
This 8-K filing signals important corporate actions and financial disclosures by Citius Oncology, Inc., which could impact investors' understanding of the company's current status and future direction.
Risk Assessment
Risk Level: medium — 8-K filings often contain material information that can significantly impact a company's stock price, necessitating careful review by investors.
Key Players & Entities
- CITIUS ONCOLOGY, INC. (company) — Registrant
- 0001851484 (company) — Central Index Key
- 2834 (company) — Standard Industrial Classification (Pharmaceutical Preparations)
- TenX Keane Acquisition (company) — Former Company Name
- 001-41534 (company) — SEC File Number
- 994362660 (company) — IRS Employer Identification Number
- September 9, 2025 (date) — Date of Report
FAQ
What specific Material Definitive Agreement did Citius Oncology, Inc. enter into?
The filing indicates the entry into a Material Definitive Agreement, but the specific details of this agreement are not provided in the provided text snippet.
What were the details of the Unregistered Sales of Equity Securities?
The filing mentions Unregistered Sales of Equity Securities, but the specific terms, amounts, and recipients are not detailed in the provided text.
What 'Other Events' are being reported by Citius Oncology, Inc.?
The filing notes 'Other Events' as a category of information, but the specific nature of these events is not elaborated upon in the provided text.
When was Citius Oncology, Inc. formerly known as TenX Keane Acquisition?
The date of the name change from TenX Keane Acquisition to Citius Oncology, Inc. was March 15, 2021.
Where is Citius Oncology, Inc.'s principal executive office located?
Citius Oncology, Inc.'s principal executive offices are located at 11 Commerce Drive, 1st Floor, Cranford, NJ 07016.
Filing Stats: 1,363 words · 5 min read · ~5 pages · Grade level 10.7 · Accepted 2025-09-10 16:45:59
Key Financial Figures
- $0.0001 — f the Company's common stock, par value $0.0001 per share (the "Shares"). Concurrently
- $1.75 — re sold at a combined per unit price of $1.75. Estimated net proceeds of the Offering
- $7.48 m — ceeds of the Offering are approximately $7.48 million, after deducting the Placement Ag
- $1.84 — The Warrants have an exercise price of $1.84 per share, are exercisable six months a
- $100,000 — of certain expenses up to a maximum of $100,000. Additionally, the Company issued to th
- $1.92 — gent Warrants have an exercise price of $1.92 per share, are non-exercisable for six
- $30 million — gate provide gross proceeds of at least $30 million through the issuance of debt or equity
Filing Documents
- ea0256723-8k_citius.htm (8-K) — 35KB
- ea025672301ex4-1_citius.htm (EX-4.1) — 101KB
- ea025672301ex4-2_citius.htm (EX-4.2) — 104KB
- ea025672301ex5-1_citius.htm (EX-5.1) — 7KB
- ea025672301ex10-1_citius.htm (EX-10.1) — 116KB
- ea025672301ex10-2_citius.htm (EX-10.2) — 212KB
- ea025672301ex10-3_citius.htm (EX-10.3) — 9KB
- ea025672301ex99-1_citius.htm (EX-99.1) — 15KB
- ea025672301ex99-2_citius.htm (EX-99.2) — 14KB
- 0001213900-25-086568.txt ( ) — 937KB
- ctor-20250909.xsd (EX-101.SCH) — 3KB
- ctor-20250909_lab.xml (EX-101.LAB) — 33KB
- ctor-20250909_pre.xml (EX-101.PRE) — 22KB
- ea0256723-8k_citius_htm.xml (XML) — 4KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On September 9, 2025, Citius Oncology, Inc. (the "Company") entered into a placement agency agreement (the "Placement Agency Agreement") with Maxim Group LLC (the "Placement Agent") and a securities purchase agreement (the "Purchase Agreement") with a certain purchaser for the purchase and sale, in a "best-efforts" registered direct offering by the Company, of 5,142,858 shares of the Company's common stock, par value $0.0001 per share (the "Shares"). Concurrently with the sale of the Shares, pursuant to the Purchase Agreement, the Company also sold to the investor in a private placement warrants to purchase up to 5,142,858 shares of the common stock (the "Warrants"). The registered direct offering and the private placement are referred to collectively as the "Offering." The Shares and Warrants were sold at a combined per unit price of $1.75. Estimated net proceeds of the Offering are approximately $7.48 million, after deducting the Placement Agent fees and estimated offering expenses payable by the Company. The Offering closed on September 10, 2025. The Warrants have an exercise price of $1.84 per share, are exercisable six months after the date of issuance for one share of common stock and will expire five and a half years following the date of issuance. Pursuant to the terms of the Purchase Agreement, the Company, including any of its subsidiaries, has agreed not to issue any shares of common stock or file any registration statement or amendment or supplement thereto for a period of 65 days following the date of closing for the Offering. As compensation in connection with the Offering, the Company paid the Placement Agent a cash fee of 7.0% of the aggregate gross proceeds raised in the Offering, plus reimbursement of certain expenses up to a maximum of $100,000. Additionally, the Company issued to the Placement Agent warrants (the "Placement Agent Warrants") to purchase up to 205,714 shares of common stoc
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K relating to the Warrants is hereby incorporated by reference into this Item 3.02. The issuance of the Warrants was not registered under the Securities Act or any state securities laws. The issuance of the Warrants will be in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.
01 Other Events
Item 8.01 Other Events. On September 9, 2025, the Company issued a press release announcing the pricing of the Offering, the text of which is furnished as Exhibit 99.1 and incorporated by reference herein. On September 10, 2025, the Company issued a press release announcing the closing of the Offering, the text of which is furnished as Exhibit 99.2 and incorporated by reference herein.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Common Warrant. 4.2 Form of Placement Agent Warrant. 5.1 Opinion of Wyrick Robbins Yates & Ponton LLP. 10.1 Placement Agency Agreement, dated as of September 9, 2025, by and between Citius Oncology, Inc. and Maxim Group LLC. 10.2 Form of Securities Purchase Agreement, dated as of September 9, 2025, by and between Citius Oncology, Inc. and the purchaser signatory thereto. 10.3 Amendment to Promissory Note, dated September 10, 2025, by and between Citius Oncology, Inc. and Citius Pharmaceuticals, Inc. 99.1 Pricing Press Release, dated as of September 9, 2025. 99.2 Closing Press Release, dated as of September 10, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2
SIGNATURES
SIGNATURES 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. Date: September 10, 2025 CITIUS ONCOLOGY, INC. By: /s/ Leonard Mazur Leonard Mazur Chairman and Chief Executive Officer 3