Citius Oncology Files 8-K: Material Agreement, Equity Sales

TL;DR

CITIUS filed an 8-K on Dec 10, 2025, reporting a material agreement and equity sales from Dec 8, 2025.

AI Summary

On December 8, 2025, Citius Oncology, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. The filing was made on December 10, 2025.

Why It Matters

This 8-K filing indicates significant corporate activity for Citius Oncology, including a new material agreement and equity transactions, which could impact its financial standing and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and regulatory risks.

Key Players & Entities

• CITIUS ONCOLOGY, INC. (company) — Registrant
• December 8, 2025 (date) — Earliest event reported
• December 10, 2025 (date) — Filing date
• 11 Commerce Drive, 1st Floor, Cranford, NJ 07016 (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — f 1,284,404 shares of our common stock, $0.0001 par value per share, at an offering pri
• $1.09 — alue per share, at an offering price of $1.09 per share of common stock (the "Shares"
• $1.0899 — Common Warrants, at a combined price of $1.0899 per Pre-funded Warrant and accompanying
• $100,000 — reed to also reimburse Wainwright up to $100,000 for fees and expenses of legal counsel,
• $35,000 — for fees and expenses of legal counsel, $35,000 for non-accountable expenses and $15,95
• $15,950 — 35,000 for non-accountable expenses and $15,950 for clearing expenses. In addition, the
• $1.3625 — ants, except that the exercise price is $1.3625 per share and expire five years from th
• $18.0 million — ny from the Offering were approximately $18.0 million. Net proceeds are approximately $15.2 m
• $15.2 m — million. Net proceeds are approximately $15.2 million, after deducting placement agent
• $50 million — gate provide gross proceeds of at least $50 million through the issuance of debt or equity

Filing Documents

• ea0269093-8k_citius.htm (8-K) — 39KB
• ea026909301ex4-1_citius.htm (EX-4.1) — 89KB
• ea026909301ex4-2_citius.htm (EX-4.2) — 82KB
• ea026909301ex4-3_citius.htm (EX-4.3) — 89KB
• ea026909301ex5-1_citius.htm (EX-5.1) — 7KB
• ea026909301ex10-1_citius.htm (EX-10.1) — 225KB
• ea026909301ex10-2_citius.htm (EX-10.2) — 217KB
• ea026909301ex10-3_citius.htm (EX-10.3) — 88KB
• ea026909301ex10-4_citius.htm (EX-10.4) — 8KB
• ea026909301ex10-5_citius.htm (EX-10.5) — 9KB
• ea026909301ex99-1_citius.htm (EX-99.1) — 17KB
• ea026909301ex99-2_citius.htm (EX-99.1) — 16KB
• 0001213900-25-120197.txt ( ) — 1289KB
• ctor-20251208.xsd (EX-101.SCH) — 3KB
• ctor-20251208_lab.xml (EX-101.LAB) — 33KB
• ctor-20251208_pre.xml (EX-101.PRE) — 22KB
• ea0269093-8k_citius_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 8, 2025, Citius Oncology, Inc. (the "Company") entered into a securities purchase agreement (the "RD Purchase Agreement") with a certain institutional investor in a registered direct offering for the purchase and sale of 1,284,404 shares of our common stock, $0.0001 par value per share, at an offering price of $1.09 per share of common stock (the "Shares"). In a concurrent private placement, the Company also agreed to sell such institutional investor warrants to purchase up to 1,284,404 shares of common stock (the "Common Warrants"), with an exercise price of $1.09 per share of our common stock, which are exercisable upon Stockholder Approval (as defined in the Common Warrant), and have a term of five years from the date of Stockholder Approval. On December 8, 2025, the Company also entered into a securities purchase agreement (the "PIPE Purchase Agreement", together with the RD Purchase Agreement, the "Purchase Agreements") with such institutional investor to issue in a concurrent private placement pre-funded warrants to purchase up to 15,229,358 shares of common stock (the "Pre-funded Warrants") and 15,229,358 Common Warrants, at a combined price of $1.0899 per Pre-funded Warrant and accompanying Common Warrant. The Pre-funded Warrants are exercisable immediately, at an exercise price of $0.0001 per share, and will remain valid and exercisable until all the Pre-funded Warrants are exercised in full. The registered direct offering and the concurrent private placement are collectively referred to herein as the "Offering". A holder of a Common Warrant or a Pre-funded Warrant will not have the right to exercise any portion of its warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or 9.99% at the election of the holder prior to the date of issuance) of the number of shares of common stock outstanding immediately after giving effect to such exercise (the "

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 Pre-funded Warrants, Common Warrants, Placement Agent Warrants and the shares issuable upon exercise of the Pre-funded Warrants, Common Warrants and Placement Agent Warrants is hereby incorporated by reference into this Item 3.02. 2

01 Other Events

Item 8.01 Other Events. On December 9, 2025, the Company issued a press release to announce the entry into the Purchase Agreements. On December 10, 2025, the Company issued a press release to announce the closing of the Offering. The press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

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 Pre-funded Warrant. 4.3 Form of Placement Agent Warrant. 5.1 Opinion of Wyrick Robbins Yates & Ponton LLP. 10.1 Form of Registered Direct Securities Purchase Agreement, dated as of December 9, 2025, by and between Citius Oncology, Inc. and the purchaser signatory thereto. 10.2 Form of PIPE Securities Purchase Agreement, dated as of December 9, 2025, by and between Citius Oncology, Inc. and the purchaser signatory thereto. 10.3 Form of Registration Rights Agreement, dated as of December 9, 2025, by and between Citius Oncology, Inc. and the purchaser signatory thereto. 10.4 Form of Warrant Amendment Agreement, dated as of December 9, 2025, by and between Citius Oncology, Inc. and the investor signatory thereto. 10.5 Amendment to Promissory Note, dated December 10, 2025, by and between Citius Oncology, Inc. and Citius Pharmaceuticals, Inc. 99.1 Pricing Press Release, dated as of December 9, 2025. 99.2 Closing Press Release, dated as of December 10, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

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: December 10, 2025 CITIUS ONCOLOGY, INC. By: /s/ Leonard Mazur Leonard Mazur Chairman and Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR