8-K
filed December 10, 2025, 6:59 PM ET
ticker CTOR
CIK 0001851484
other material
confidence high
sentiment neutral
materiality 0.70
Citius Oncology raises $18M in registered direct & private placement; funds LYMPHIR launch
CITIUS ONCOLOGY, INC.
- Gross proceeds ~$18M from sale of 1,284,404 shares at $1.09 + 15,229,358 pre-funded warrants at $1.0899 per unit.
- Net proceeds ~$15.2M after fees; H.C. Wainwright acted as placement agent (7% fee).
- Concurrent private placement includes warrants exercisable at $1.09 upon stockholder approval, 5-year term.
- Existing warrants for 11,961,040 shares amended to $1.09 exercise price and exercisable after stockholder approval.
- Citius Pharma promissory note maturity amended to require $50M of gross proceeds raised before maturity.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
CITIUS ONCOLOGY, INC. issued pre-funded warrants to purchase up to 15,229,358 shares of common stock of warrant to such institutional investor for at a combined price of $1.0899 per Pre-funded Warrant and accompanying Common Warrant.
- Security
- warrant
- Shares
- pre-funded warrants to purchase up to 15,229,358 shares of common stock
- Purchaser
- such institutional investor
- Consideration
- at a combined price of $1.0899 per Pre-funded Warrant and accompanying Common Warrant
Exact text from the filing
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
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
CITIUS ONCOLOGY, INC. issued up to 1,155,963 shares of common stock of warrant to H.C. Wainwright and Co., LLC.
- Security
- warrant
- Shares
- up to 1,155,963 shares of common stock
- Purchaser
- H.C. Wainwright and Co., LLC
Exact text from the filing
In addition, the Company granted placement agent warrants to Wainwright, or its designees, to purchase up to 1,155,963 shares of common stock (the “Placement Agent Warrants”)
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
CITIUS ONCOLOGY, INC. issued warrants to purchase up to 1,284,404 shares of common stock of warrant to such institutional investor for at a combined price of $1.0899 per Pre-funded Warrant and accompanying Common Warrant.
- Security
- warrant
- Shares
- warrants to purchase up to 1,284,404 shares of common stock
- Purchaser
- such institutional investor
- Consideration
- at a combined price of $1.0899 per Pre-funded Warrant and accompanying Common Warrant
Exact text from the filing
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
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
CITIUS ONCOLOGY, INC. issued 1,284,404 shares of common stock to a certain institutional investor for $1.09 per share.
- Security
- common stock
- Shares
- 1,284,404 shares
- Purchaser
- a certain institutional investor
- Consideration
- $1.09 per share
Exact text from the filing
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
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
CITIUS ONCOLOGY, INC. issued 15,229,358 Common Warrants of warrant to such institutional investor for at a combined price of $1.0899 per Pre-funded Warrant and accompanying Common Warrant.
- Security
- warrant
- Shares
- 15,229,358 Common Warrants
- Purchaser
- such institutional investor
- Consideration
- at a combined price of $1.0899 per Pre-funded Warrant and accompanying Common Warrant
Exact text from the filing
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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
CITIUS ONCOLOGY, INC. entered into Registration Rights Agreement with the investor valued at Company agreed to file a registration statement for resale of shares issuable upon exercise of Pre-f (effective 2025-12-08).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- the investor
- Value
- Company agreed to file a registration statement for resale of shares issuable upon exercise of Pre-f
- Effective
- 2025-12-08
Exact text from the filing
In connection with the PIPE Purchase Agreement, the Company entered into a registration rights agreement with the investor (the “Registration Rights Agreement”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
CITIUS ONCOLOGY, INC. entered into RD Purchase Agreement with a certain institutional investor valued at purchase and sale of 1,284,404 shares of common stock at $1.09 per share, plus Common Warrants to pu (effective 2025-12-08).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- a certain institutional investor
- Value
- purchase and sale of 1,284,404 shares of common stock at $1.09 per share, plus Common Warrants to pu
- Effective
- 2025-12-08
Exact text from the filing
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”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
CITIUS ONCOLOGY, INC. entered into PIPE Purchase Agreement with such institutional investor valued at issuance of Pre-funded Warrants to purchase up to 15,229,358 shares and Common Warrants to purchase (effective 2025-12-08).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- such institutional investor
- Value
- issuance of Pre-funded Warrants to purchase up to 15,229,358 shares and Common Warrants to purchase
- Effective
- 2025-12-08
Exact text from the filing
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.
View on SEC.gov
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