CTOR 8-K
Citius Oncology, Inc. (CTOR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 3.02 Unregistered Sales of Equity Securities.
On September 19, 2025, Citius Oncology, Inc. (the “Company) issued to a financial advisor warrants to purchase up to 360,000 shares of our common stock with an exercise price of $2.1875 per shares, that are exercisable on March 10, 2026, and that expire on March 10, 2031. The warrants were issued in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 19, 2025, the board of directors of the Company approved an amendment to the Company’s 2024 Omnibus Stock Incentive Plan (the “2024 Plan”) to increase the authorized number of shares of the Company’s common stock reserved for issuance thereunder from an aggregate of 15,000,000 shares to an aggregate of 30,000,000 shares. Other than the increase in the shares reserved for issuance under the 2024 Plan, there were no other changes to the 2024 Plan made by the amendment. A copy of the full text of the amendment to the 2024 Plan is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Document | |
| 10.1 | Amendment to the Citius Oncology, Inc. 2024 Omnibus Stock Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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 19, 2025 | CITIUS ONCOLOGY, INC. | |
| By: | /s/ Leonard Mazur | |
| Leonard Mazur | ||
| Chairman and Chief Executive Officer | ||
2
Exhibit 10.1
AMENDMENT TO THE
citius Oncology, inc.
2024 omnibus STOCK INCENTIVE PLAN
WHEREAS, the Board of Directors of Citius Oncology, Inc. (the “Company”) deem it to be in the best interests of the Company to amend the Citius Oncology, Inc. 2024 Omnibus Stock Incentive Plan (the “Plan”) in order to increase the number of shares of Common Stock of the Company issuable for awards under the plan from 15,000,000 to 30,000,000 shares, effective as of September 19, 2025.
NOW, THEREFORE, the Plan shall be amended as follows.
| 1. | Section 3(a) of the Plan is deleted in its entirety and the following substituted in lieu thereof: |
(a) Subject to adjustment as described in Section 13 below, the maximum aggregate number of Shares which may be issued pursuant to all Awards is 30,000,000 Shares and no more than 30,000,000 Shares may be issued in the aggregate pursuant to the exercise of Incentive Stock Options. The Shares may be authorized, but unissued, or reacquired Common Stock.
| 2. | Except as herein amended, the terms and provisions of the Plan shall remain in full force and effect as originally adopted and approved, as amended to date. |
[Signature Page Immediately Follows]
IN WITNESS WHEREOF, the undersigned officer of the Company attests that the foregoing Amendment to the Citius Oncology, Inc. 2024 Omnibus Stock Incentive Plan was adopted by the Company’s Board of Directors on September 19, 2025.
| CITIUS ONCOLOGY, INC. | ||
| By: | /s/ Leonard Mazur | |
| Name: | Leonard Mazur | |
| Title: | Chairman and Chief Executive Officer | |
[Signature Page to Amendment to the Citius Oncology, Inc. 2024 Omnibus Stock Incentive Plan]