CTOR Seeks Share Dilution, Board Re-election at Oct. 27 Meeting

TL;DR

**CTOR's plan to double its stock incentive pool is a red flag for dilution-wary investors; vote against the share increase.**

AI Summary

Citius Oncology, Inc. (CTOR) is holding its Annual Meeting on October 27, 2025, to address three key proposals. The company seeks to elect two Class I directors, Myron Holubiak and Joel Mayersohn, to serve until the 2028 Annual Meeting. A significant proposal involves amending the 2024 Omnibus Stock Incentive Plan to double the shares reserved from 15,000,000 to 30,000,000, which could lead to substantial dilution. Additionally, stockholders will ratify Wolf & Company, P.C. as the independent auditor for the fiscal year ending September 30, 2025. As of the September 19, 2025 record date, there were 83,513,442 shares of common stock outstanding and entitled to vote. Myron Holubiak, currently Secretary and Director, also serves as Executive Vice Chairman of Citius Pharma and acting CEO of NoveCite, indicating his deep involvement across Citius's entities.

Why It Matters

This DEF 14A filing is crucial for CTOR investors as it outlines proposals that could significantly impact shareholder value and corporate governance. The proposed doubling of shares in the stock incentive plan from 15,000,000 to 30,000,000 could lead to substantial dilution, directly affecting the per-share value of existing holdings. For employees, this plan could offer increased equity incentives, potentially boosting morale and retention in a competitive biotech landscape. The re-election of directors Myron Holubiak and Joel Mayersohn, with Mr. Holubiak's non-independent status, highlights the company's current leadership structure and its implications for oversight and strategic direction, especially as Citius Oncology navigates the challenging oncology market against larger pharmaceutical competitors.

Risk Assessment

Risk Level: medium — The proposal to increase shares reserved under the 2024 Omnibus Stock Incentive Plan from 15,000,000 to 30,000,000 shares presents a medium risk of significant shareholder dilution. While equity incentives can align employee and shareholder interests, doubling the pool could substantially dilute existing shareholder value if these shares are issued. The non-independent status of nominee Myron Holubiak, who is also an executive, suggests potential for less objective board oversight.

Analyst Insight

Investors should carefully evaluate the proposed amendment to the 2024 Omnibus Stock Incentive Plan. Consider voting 'AGAINST' the increase in reserved shares from 15,000,000 to 30,000,000 if you are concerned about potential dilution. Engage with investor relations for a detailed rationale behind the substantial increase.

Key Numbers

• 30,000,000 — Proposed shares reserved under 2024 Omnibus Stock Incentive Plan (Increase from current 15,000,000 shares, representing a 100% increase)
• 15,000,000 — Current shares reserved under 2024 Omnibus Stock Incentive Plan (Baseline before proposed amendment)
• 83,513,442 — Shares of common stock outstanding (As of record date September 19, 2025, entitled to vote)
• October 27, 2025 — Date of Annual Meeting of Stockholders (Key date for voting on proposals)
• September 19, 2025 — Record date for Annual Meeting (Determines stockholders eligible to vote)
• 2028 — Year Class I directors' term expires (If Myron Holubiak and Joel Mayersohn are elected)
• 78 — Age of Myron Holubiak (Director nominee's age as of September 10, 2025)
• 67 — Age of Joel Mayersohn (Director nominee's age as of September 10, 2025)
• 2024 — Year Myron Holubiak became Director (Joined Board of Citius Oncology, Inc.)
• 2024 — Year Joel Mayersohn became Director (Joined Board of Citius Oncology, Inc.)

Key Players & Entities

• Citius Oncology, Inc. (company) — Registrant and issuer of common stock
• Myron Holubiak (person) — Nominee for Class I Director, Secretary, Director since August 12, 2024, Executive Vice Chairman of Citius Pharma, acting CEO of NoveCite
• Joel Mayersohn (person) — Nominee for Class I Director, Director since 2024, determined independent under Nasdaq standards
• Wolf & Company, P.C. (company) — Independent registered public accounting firm selected as auditor for fiscal year ending September 30, 2025
• Leonard Mazur (person) — Director, Chief Executive Officer and Chairman of Citius Oncology, Inc.
• Jaime Bartushak (person) — Contact for advance registration for the Annual Meeting
• Nasdaq (regulator) — Sets listing standards for director independence
• Equiniti Trust Company, LLC (company) — Transfer agent for Citius Oncology, Inc.
• Roche Laboratories, Inc. (company) — Former employer of Myron Holubiak as President
• BioScrip, Inc. (company) — Former board member and Chairman for Myron Holubiak

FAQ

Industry Context

Citius Oncology operates within the biotechnology and pharmaceutical sector, focusing on developing oncology treatments. This industry is characterized by high research and development costs, long product development cycles, and significant regulatory hurdles. Companies in this space often rely on equity financing to fund their operations and clinical trials, making stock incentive plans crucial for attracting and retaining talent.

Regulatory Implications

The company's operations are subject to stringent regulations from bodies like the FDA. Any delays in clinical trials, manufacturing issues, or failure to meet regulatory standards can have significant financial and operational consequences. The proposed increase in the stock incentive plan could also face scrutiny regarding potential dilution and its impact on shareholder value.

What Investors Should Do

1. Review the proposed amendment to the 2024 Omnibus Stock Incentive Plan.
2. Evaluate the director nominees, Myron Holubiak and Joel Mayersohn.
3. Vote on the ratification of Wolf & Company, P.C. as the independent auditor.

Key Dates

• 2025-10-27: Annual Meeting of Stockholders — Key date for voting on director elections, stock incentive plan amendment, and auditor ratification.
• 2025-09-19: Record Date for Annual Meeting — Determines which stockholders are eligible to vote at the Annual Meeting.
• 2025-09-26: First mailing of proxy statement and Annual Report on Form 10-K — Provides stockholders with information regarding the Annual Meeting and voting matters.
• 2025-10-20: Deadline to register in advance for in-person attendance at Annual Meeting — Ensures orderly meeting logistics for attendees.
• 2028: Term expiration for Class I directors — The proposed election of directors is to fill these positions until this year.
• 2025-09-30: Fiscal Year End — The independent auditor is being ratified for this fiscal year.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the proxy statement for Citius Oncology's annual meeting.)

Class I directors

Directors who are elected for a specific term, typically three years, and whose terms expire in different years. (Two Class I directors are up for election at this meeting.)

Omnibus Stock Incentive Plan

A plan that allows a company to grant various types of equity-based compensation to employees and directors. (The company is seeking to increase the number of shares available under this plan.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends or vote at a shareholder meeting. (Determines who can vote on the proposals at the October 27, 2025 meeting.)

Ratify

To approve or confirm an action that has already been taken or proposed. (Stockholders are being asked to ratify the selection of the independent auditor.)

Quorum

The minimum number of shareholders required to be present at a meeting for business to be legally transacted. (A majority of outstanding shares must be present for the annual meeting to proceed.)

Broker non-vote

Occurs when a broker holding shares in 'street name' does not have voting instructions from the beneficial owner on a non-routine matter. (These votes are counted for quorum but not as votes cast on specific proposals.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting and does not contain comparative financial data from a previous year's proxy statement. However, it references the Annual Report on Form 10-K for the year ended September 30, 2024. A comparison of key financial metrics would require an analysis of that prior year's 10-K, which is not directly provided in this DEF 14A document.

Filing Documents

• ea0257805-def14a_citius.htm (DEF 14A) — 320KB
• image_001.jpg (GRAPHIC) — 1310KB
• image_002.jpg (GRAPHIC) — 911KB
• 0001213900-25-092369.txt ( ) — 6199KB
• ctor-20251027.xsd (EX-101.SCH) — 10KB
• ctor-20251027_def.xml (EX-101.DEF) — 2KB
• ctor-20251027_lab.xml (EX-101.LAB) — 33KB
• ea0257805-def14a_citius_htm.xml (XML) — 5KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the Appropriate Box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under Rule 14a-12 Citius Oncology, Inc. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials: Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Citius Oncology, Inc. 11 Commerce Drive, First Floor Cranford, NJ 07016 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held on October 27, 2025 Dear Stockholder: You are cordially invited to attend the Annual Meeting of Stockholders of Citius Oncology, Inc. The meeting will be held on Tuesday, October 27, 2025 at 8:00 a.m. (Eastern time) at the Company's headquarters at 11 Commerce Drive, First Floor, Cranford, New Jersey 07016, for the following purposes: 1. To elect two Class I directors to serve until the 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified; 2. To approve an amendment to the Company's 2024 Omnibus Stock Incentive Plan to increase the number of shares reserved thereunder from 15,000,000 to 30,000,000 shares; 3. To ratify the selection of Wolf & Company, P.C., an independent registered public accounting firm, as the auditor of the Company for the year ending September 30, 2025; and 4. To transact such other business as may properly come before the meeting or any adjournment thereof. The record date for the Annual Meeting is September 19, 2025. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. Enclosed is the proxy statement containing detailed information concerning the proposals and the Annual Meeting. Whether or not you plan to attend the Annual Meeting, the Company urges you to read this material carefully and vote your shares. By Order of the Board of Directors /s/ Leonard Mazur Director, Chief Executive Officer and Chairman You are required to register in advance of the Annual Meeting if you plan to attend the Annual Meeting in person. If you wish to register in advance of the Annual Meeting, please contact Jaime Bartushak by no later than October 20, 2025, by e-mail (jbartushak@citiusonc.com), telephone (908-967-6677 x103) or by mail at 11 Commerce Drive, First Floor, Cranford, New Jersey 07016. You are cordially invited to attend the meeting in person. However, to assure your representation at the Annual Meeting, you are urged to vote by proxy by following the instructions contained in the accompanying proxy statement. You may revoke your proxy in the manner described in the proxy statement at any time before it has been voted at the Annual Meeting. Any stockholder attending the Annual Meeting may vote in person even if he or she has returned a proxy. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder. Your vote is important, no matter how many shares you owned on the record date. Whether or not you plan to attend the Annual Meeting, we hope that you will vote as soon as possible. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON OCTOBER 27, 2025. Our proxy statement and Annual Report on Form 10-K for the year ended September 30, 2024, as amended, which are enclosed with this mailing are also available at https://www.proxyvote.com. Citius Oncology, Inc. 11 Commerce Drive, First Floor Cranford, NJ 07016 PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS October 27, 2025 This proxy statement is furnished to stockholders in connection with the solicitation of proxies by the Board of Directors of Citius Oncology, Inc. ("Citius", the "Company", "we", "our", or "us") in connection with the 2025 Annual Meeting of stockholders of the Company to be held on Tuesday, October 27, 2025 at 8:00 a.m. (Eastern time) at the Company's headquarters located at 11 Commerce Drive, First Floor, Cranford, New Jersey 07016 (the "Annual Meeting"). The proxy statement and Annual Report on Form 10-K for the year ended September 30, 2024, as amended, were first mailed to stockholders on or about September 26, 2025. To ensure an orderly meeting, you are required to register in advance of the Annual Meeting if you plan to attend the Annual Meeting in person. If you wish to register in advance of the Ann

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