CTOR DEF 14A
Citius Oncology, Inc. (CTOR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 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 |
(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 September 29, 2026
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of Citius Oncology, Inc. The meeting will be held on Tuesday, September 29, 2026, 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 three Class II directors to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified; |
| 2. | 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, 2026; and |
| 3. | To transact such other business as may properly come before the meeting or any adjournment thereof. |
The record date for the Annual Meeting is August 17, 2026. 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 September 22, 2026, by e-mail ([email protected]), 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.
Our proxy statement and Annual Report on Form 10-K for the year ended September 30, 2025, 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 2026 ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 29, 2026
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 2026 Annual Meeting of Stockholders of the Company to be held on Tuesday, September 29, 2026, 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, 2025 were first mailed to stockholders on or about August 26, 2026.
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 Annual Meeting, please contact Jaime Bartushak no later than September 22, 2026, by email ([email protected]), telephone (908-967-6677 x103) or U.S. mail at 11 Commerce Drive, First Floor, Cranford, New Jersey 07016.
VOTING SECURITIES
The close of business on August 17, 2026, has been fixed as the record date for determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting. On that date there were outstanding and entitled to vote 92,981,204 shares of common stock (which number does not include shares held in abeyance or shares underlying pre-funded warrants), each of which is entitled to one vote on each matter at the Annual Meeting.
Pursuant to the Company’s bylaws, the director nominees receiving the highest number of affirmative votes of our common stock present or represented and entitled to be voted for them will be elected as directors. Pursuant to the Company’s bylaws, the vote of a majority of shares of common stock either present in person or represented by proxy and entitled to vote will be required to ratify the selection of the independent auditors for the fiscal year ending September 30, 2026.
The presence, in person or by properly executed proxy, of the holders of shares of common stock entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting is necessary to constitute a quorum. Holders of shares of common stock represented by a properly signed, dated and returned proxy will be treated as present at the Annual Meeting for purposes of determining a quorum. Proxies relating to “street name” shares that are voted by brokers will be counted as shares present for purposes of determining the presence of a quorum, but will not be treated as votes cast at the Annual Meeting as to any proposal as to which the brokers do not have voting instructions or discretion to vote on routine matters. These missing votes are known as “broker non-votes.”
Cost of this Proxy Solicitation
We will pay the cost of this proxy solicitation. In addition to soliciting proxies by mail, our directors and employees might solicit proxies personally and by telephone. None of these individuals will receive any compensation for solicitation activities. We will, upon request, reimburse banks, brokerage firms and other nominees for their expenses in sending proxy materials to their principals and obtaining their proxies.
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Why am I receiving these materials?
This proxy statement and the enclosed proxy card are being sent to you because the Board of Directors of Citius Oncology, Inc. is soliciting your proxy to vote at the 2026 Annual Meeting of Stockholders, or at any adjournments or postponements thereof. We invite you to attend the Annual Meeting and request that you vote on the proposals described in this proxy statement. The meeting will be held on Tuesday, September 29, 2026, at 8:00 a.m. (Eastern time) at the Company’s headquarters located at 11 Commerce Drive, First Floor, Cranford, New Jersey 07016. However, you do not need to attend the meeting to vote your shares. Instead, you may follow the instructions contained herein under the heading “How do I vote?” below to vote via the Internet, by telephone or by mail.
How do I attend the Annual Meeting?
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 Annual Meeting, please contact Jaime Bartushak no later than September 22, 2026 by email ([email protected]), telephone (908-967-6677 x103) or by mail at 11 Commerce Drive, First Floor, Cranford, New Jersey 07016.
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on August 17, 2026, the record date for the Annual Meeting, will be entitled to vote at the Annual Meeting. On August 17, 2026, there were 92,981,204 shares of common stock (each entitled to one vote) outstanding, which number does not include shares held in abeyance or shares underlying pre-funded warrants.
Stockholder of Record: Shares Registered in Your Name
If on August 17, 2026, your shares of our common stock were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote in person at the Annual Meeting, or vote by proxy via the Internet, by telephone, or by mail. Whether or not you plan to attend the meeting, we urge you to vote, in whatever manner you prefer, to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on August 17, 2026, your shares of our common stock were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a signed letter or other valid proxy from your broker or other agent.
What am I voting on?
There are two matters scheduled for a vote at the Annual Meeting:
| 1. | to elect three Class II directors to serve until the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified; and |
| 2. | To ratify the selection of Wolf & Company, P.C., an independent registered public accounting firm, as the auditor of the Company for the fiscal year ending September 30, 2026. |
We will also consider any other business that properly comes before the meeting. As of the record date, we are not aware of any other matters to be submitted for consideration at the meeting. If any other matters are properly brought before the meeting, the persons named in the proxy card or voter instruction card will vote the shares they represent using their best judgment.
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How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you owned as of August 17, 2026.
What is the quorum requirement?
A majority of our outstanding shares of common stock entitled to vote as of the record date must be present at the Annual Meeting in order for us to hold the meeting and conduct business. This is called a quorum. Your shares will be counted as present at the Annual Meeting if you:
| ● | are present and entitled to vote in person at the Annual Meeting; |
| ● | properly submitted a proxy card or voter instruction card in advance of or at the Annual Meeting; or |
| ● | do not provide your broker with instructions on how to vote, but the broker submits the proxy nonetheless (a broker non-vote). |
If you are present in person or by proxy at the Annual Meeting, but abstain from voting on any or all proposals, your shares are still counted as present and entitled to vote. The proposals listed in this proxy statement identify the votes needed to approve or ratify the proposed actions. See also “How many votes are needed to approve each Proposal?”
How do I vote?
The procedures for voting are set forth below:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote in person at the Annual Meeting, vote by proxy via the Internet, by telephone or by mail. Whether or not you plan to attend the Annual Meeting, we urge you to vote, in whatever manner you prefer, to ensure your vote is counted. You may still attend the Annual Meeting and vote in person if you have already voted via the Internet, by telephone or by mail. You may vote as follows:
| ● | Via the Internet by accessing the proxy materials on the secure website https://www.proxyvote.com and following the voting instructions on that website; |
| ● | Via telephone by calling toll free 1-800-690-6903 in the United States or outside the United States and following the recorded instructions; |
| ● | By requesting that printed copies of the proxy materials be mailed to you pursuant to the instructions provided in the Notice of Internet Availability of Proxy Materials and completing, dating, signing and returning the proxy card that you receive in response to your request; or |
| ● | To vote in person, register for and attend the Annual Meeting and we will give you a ballot when you arrive. |
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you hold your shares in “street name” and thus are a beneficial owner of shares registered in the name of your broker, bank or other agent, you must vote your shares in the manner prescribed by your broker or other nominee. Your broker or other nominee has provided to you a voting instruction card for you to use in directing the broker or nominee how to vote your shares. Check the voting form used by that organization to see if it offers internet or telephone voting. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.
How are votes counted?
You may vote “FOR” or “WITHHOLD” on the election of three Class II directors to serve until the 2029 Annual Meeting of Stockholders, and you may vote “FOR,” “AGAINST” or “ABSTAIN” on the proposal to ratify the selection of Wolf & Company, P.C., an independent registered public accounting firm, as the auditor of the Company for the fiscal year ending September 30, 2026.
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If you mail your proxy, vote via the Internet or by telephone, but withhold or abstain from voting on one or more matters, your shares will be counted as present at the Annual Meeting for the purpose of determining a quorum. Your shares also will be counted as present at the meeting for the purpose of calculating the vote on the particular matter with respect to which you withheld or abstained from voting. If you abstain or withhold from voting on a proposal, your abstention or withheld vote has the same effect as a vote against that proposal. See “How many votes are needed to approve each Proposal?”
If you hold your shares in street name and do not provide voting instructions to your brokerage firm, your brokerage firm may still be able to vote your shares with respect to “discretionary” (or routine) items, but it will not be allowed to vote your shares with respect to “non-discretionary” items. In the case of non-discretionary items, for which no instructions are received, the shares will be treated as “broker non-votes”. Shares that constitute broker non-votes will be counted as present at the Annual Meeting for the purpose of determining a quorum, but will not be considered entitled to vote on the proposal in question. Your broker does not have discretionary authority to vote shares for the election of directors. Your broker does have discretionary authority to vote on the proposal relating to the ratification of the selection of the accounting firm. As a result, if you do not vote your street name shares, your broker has the authority to vote on your behalf with respect to Proposal 2.
How many votes are needed to approve each Proposal?
| Proposal | Vote Required | Effect of Withheld Votes or Abstentions | Effect of Broker Non-Votes | |||
| Election of three Class II members to our Board of Directors | A plurality of the votes represented at the meeting and entitled to vote. | None | None | |||
| Ratification of the selection of Wolf & Company, P.C., an Independent Registered Public Accounting Firm, as the auditor for our Fiscal Year Ending September 30, 2026 | A majority of the votes represented at the meeting and entitled to vote. | Vote against | No broker non-votes are expected |
Can I change my vote after submitting my proxy, voting via the Internet or by telephone?
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are a stockholder of record, you may revoke your proxy in any one of four ways:
| ● | If you voted by telephone or via the Internet, voting again by the same means prior to 11:59 PM Eastern time on September 28, 2026. |
| ● | You may submit another properly completed proxy card with a later date. |
| ● | You may send a written notice that you are revoking your proxy to our Corporate Secretary, Citius Oncology, Inc., 11 Commerce Drive, First Floor, Cranford, New Jersey 07016. |
| ● | You may register for and attend the Annual Meeting and vote in person. Simply attending the Annual Meeting will not, by itself, revoke your proxy. |
If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker, or other holder of record. You may also vote in person at the Annual Meeting if you obtain a legal proxy from them as described in the answer to the question above “How do I vote?”.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K within four business days after the Annual Meeting.
What does it mean if I receive more than one set of proxy materials?
If you receive more than one set of proxy materials, your shares are registered in more than one name or are registered in different accounts. Please vote your shares via the Internet, by telephone or by mail for each set of proxy materials you received to ensure that all of your shares are voted.
Who is paying for this proxy solicitation?
All of the expenses involved in preparing, assembling and mailing the proxy materials and all costs of soliciting proxies will be paid by us. In addition to the delivery of the proxy materials, our directors, officers and employees may also solicit proxies in person, by telephone, by facsimile, by electronic mail or by other means of communication. We will not pay our directors, officers and employees any compensation for soliciting proxies. We will also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
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PROPOSAL 1
ELECTION OF DIRECTORS
Board Size and Structure
Our Certificate of Incorporation provides that the number of directors shall be established from time to time by the Board. The Board has fixed the number of directors at nine, and as of the date of this Proxy Statement, there are nine members of the Board. The Board is divided into three classes, designated as Class I, Class II and Class III. See “Corporate Governance – Information Regarding the Board of Directors and its Committees – Board Composition.”
Current Directors, Classes and Terms
Our current directors and their respective classes and terms are set forth below. The current term of the Class II directors ends at the Annual Meeting, and Class III and Class I at the 2027 and 2028 annual meeting of stockholders, respectively.
| Class I | Class II | Class III | ||
| Myron Holubiak | Dr. Eugene Holuka | Leonard Mazur | ||
| Joel Mayersohn | Robert Smith | Suren Dutia | ||
| Jonathan Peri | Carol Webb | Dennis M. McGrath |
Nominees for Director
Upon the recommendation of the Nominating and Governance Committee, the Board has nominated Dr. Eugene Holuka, Robert Smith and Carol Webb to stand for election to serve on the Board. As the directors assigned to Class II, the current terms of service for Dr. Holuka, Mr. Smith and Ms. Webb will expire at the Annual Meeting. If elected by the stockholders at the Annual Meeting, Dr. Holuka, Mr. Smith and Ms. Webb will each serve for a term expiring at our annual meeting of stockholders to be held in 2029 (the “2029 Annual Meeting”) and until the election and qualification of their respective successor or until their earlier death, resignation, disqualification or removal.
The Board of Directors has determined that each of Dr. Holuka, Mr. Smith and Ms. Webb is independent under the applicable Nasdaq listing standards. In addition to the specific bars to independence set forth in the applicable rules, we also consider whether a director or his or her affiliates have provided any services to, worked for or received any compensation from us or any of our subsidiaries in the past three years. None of the nominees is related by blood, marriage or adoption to any other nominee or any of our executive officers.
All nominees have consented to serve if elected. We expect that each of the nominees will be available for election, but if any of them is not a candidate at the time the election occurs, a proxy will be voted for the election of another nominee to be designated by the Board of Directors to fill any such vacancy.
Director & Director Nominee Qualifications and Biographical Information
The following pages contain professional and other biographical information (as of August 17, 2026) for each director nominee and each director whose term as a director will continue after the Annual Meeting, including all positions they hold, their principal occupation and business experience for the past five years, and the names of other publicly traded companies of which the director or nominee currently serves as a director or has served as a director during the past five years.
Nominees for Election to Three-Year Terms Expiring at the 2029 Annual Meeting of Stockholders
| Name | Age | Director Since | Current Position | |||
| Dr. Eugene Holuka | 67 | 2024 | Director | |||
| Robert Smith | 65 | 2024 | Director | |||
| Carol Webb | 79 | 2024 | Director |
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Dr. Eugene Holuka
Dr. Eugene Holuka has been a member of the Board of Directors since August 12, 2024. Dr. Holuka has also been a member of the board of directors of Citius Pharma since June 2016. Dr. Holuka is an internist and has practiced in internal medicine for approximately 35 years. He is presently an attending physician at the Staten Island University Hospital where he has practiced since 1991. Dr. Holuka has also served as an Adjunct Clinical Assistant Professor at the Touro College of Osteopathic Medicine since 2011 and currently serves as an associate professor at the Zucker School of Medicine at Hofstra University. From April 2014 until the acquisition of LMB by the Company in March 2016, he was a member of the LMB Scientific Advisory Board. Dr. Holuka received the Ellis Island Medal of Honor in 2000 and has served on the NECO Committee Board since 2005. He was an Executive Committee Member on the Forum’s Children Foundation from 2000 until 2008.
The Board of Directors believes that Dr. Holuka is qualified to serve as a director because of his extensive experience in the healthcare industry.
Robert Smith
Robert J. Smith has been a member of the Board of Directors since August 12, 2024. Mr. Smith has also been a member of the board of directors of Citius Pharma since March 2024. Mr. Smith is an accomplished biopharmaceutical executive who has driven commercial, financial, and operational success at leading pharmaceutical companies, including Pfizer Inc. (NYSE: PFE) and Wyeth Pharmaceuticals (formerly NYSE: WYE), for more than 35 years. Mr. Smith’s extensive industry expertise has been honed by decades of executive leadership roles in business development, mergers and acquisitions, corporate and commercial strategy, and research and development. For the past eight years (May 2016 to January 2024), Mr. Smith served as Senior Vice President, Global Gene Therapy Business of Pfizer and was responsible for managing and leading gene therapy and rare disease early commercial development activities in partnership with the rare disease research unit. During his tenure at Pfizer, Mr. Smith also served as Senior Vice President, Business Development and Alliance Management (October 2009 to January 2024) and led its worldwide research and development organization and the business development and strategy teams for Pfizer’s global animal health, Capsugel, a former subsidiary of Pfizer, consumer healthcare and nutrition business units, as well as the alliance management function supporting all of Pfizer’s global biopharmaceutical business units and the worldwide research and development organization. Mr. Smith joined Pfizer from Wyeth Pharmaceuticals in 2009, following Pfizer’s acquisition of Wyeth, where he was Senior Vice President, Mergers and Acquisitions (April 2008 to October 2009) responsible for leading and managing Wyeth’s global mergers and acquisitions group. Prior to that, in his role at Wyeth as Senior Vice President of Global Licensing, he completed a wide variety of transactions in support of Wyeth’s commercial and research and development divisions. Mr. Smith has served as a member of the board of directors of private companies AM Pharma B.V. (observer), Bamboo Therapeutics Inc. (January 2016 to August 2016), and Ignite Immunotherapeutics Inc. (December 2016 to October 2019), as well as Iterum Therapeutics Limited (observer) (Nasdaq: ITRM). Mr. Smith also serves or has served as a member of Life Sciences PA – the Pennsylvania Biotechnology Association, Bio NJ – the New Jersey State Biotechnology Association (since 2021), the Duke Margolis Value Based Agreements Advisory Board, the Alliance for Regenerative Medicine (ARM) (since 2018) and the Foundation for Cell and Gene Medicine (FCGM) (since 2019). He is a member of the Executive Committees of the ARM and FCGM Board of Directors and serves as the Chairman of the ARM Board’s Governance and Operations Committee. Mr. Smith is also a member of the Business Advisory Board of Ocugen, Inc., the Investment Advisory Committee for Venture Investors LLC, Madison, Wisconsin, and the Cell and Gene Therapy Scientific Advisory Board of the Focused Ultrasound Foundation based in Charlottesville, Virginia. Mr. Smith obtained a B.S. in Neuroscience from the University of Rochester and an M.B.A. in Finance and Corporate Accounting from the William E. Simon Graduate School of Business Administration at the University of Rochester, Rochester, New York.
The Board of Directors believes that Mr. Smith is qualified to serve as a director because of his extensive background with public companies and his business experience.
Carol Webb
Carol Webb has been a member of the Board of Directors since August 12, 2024. Ms. Webb served as a director of Leonard-Meron Biosciences, Inc. (“LMB”), a wholly owned subsidiary of Citius Pharma, beginning March 17, 2014 and, upon LMB’s acquisition by the Citius Pharma in March 2016, and has since been a member of the board of directors of Citius Pharma. From 2000 to 2005, she served as Company Group Chairman of Johnson & Johnson. From 1987 to 2000, she served in various capacities at Ortho Biotech, including President, Vice President, Executive Director, Product Management and Senior Product Director. From 1972 to 1983, Ms. Webb worked in various positions at Roche Laboratories, including Sales Representative, Sales Trainer, Product Manager and Manager of Public Policy. Ms. Webb received her B.S. in Biology from Bowling Green State University.
The Board of Directors believes that Ms. Webb is qualified to serve as a director because she brings over 40 years of pharmaceutical sales, marketing and business development experience to our Board.
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Class III Directors Whose Term Expires at the 2027 Annual Meeting of Stockholders
| Name | Age | Director Since | Current Position | |||
| Leonard Mazur | 81 | 2024 | Chairman and Chief Executive Officer | |||
| Suren Dutia | 83 | 2024 | Lead Independent Director | |||
| Dennis M. McGrath | 68 | 2024 | Director |
Leonard Mazur
Leonard Mazur is the Chairman and Chief Executive Officer of the Company, a position he has held since August 12, 2024. Prior thereto, he served as the Chief Executive Officer of Citius Oncology Sub, Inc., beginning on April 1, 2022. Mr. Mazur also serves as the Executive Chairman and Secretary of Citius Pharmaceuticals, Inc. (“Citius Pharma”) (Nasdaq: CTXR) and has been a member of the board of directors of Citius Pharma since September 2014. In May 2022, Mr. Mazur became the Chief Executive Officer of Citius Pharma. He also serves as the Secretary of Citius Pharma’s majority-owned subsidiary, NoveCite, Inc. (“NoveCite”), and provides other guidance to Citius Pharma and NoveCite. Since August 2021, Mr. Mazur has served on the board of directors of Hillstream BioPharma, Inc. (Nasdaq: HILS), a pre-clinical biotechnology company developing novel therapeutic candidates targeting ferroptosis, an emerging new anti-cancer mechanism resulting in iron mediated cell death for treatment resistant cancers. Mr. Mazur is the co-founder and Vice Chairman of Akrimax Pharmaceuticals, LLC (“Akrimax”), a privately held pharmaceutical company specializing in producing cardiovascular and general pharmaceutical products. Akrimax was founded in September 2008 and has successfully launched prescription drugs while acquiring drugs from major pharmaceutical companies. From January 2005 to May 2012, Mr. Mazur co-founded and served as the Chief Operating Officer of Triax Pharmaceuticals LLC (“Triax”), a specialty pharmaceutical company producing prescription dermatological drugs. Prior to joining Triax, he was the founder and, from 1995 to 2005, Chief Executive Officer of Genesis Pharmaceutical, Inc. (“Genesis”), a dermatological products company that marketed its products through dermatologists’ offices as well as co-promoting products for major pharmaceutical companies. In 2003, Mr. Mazur successfully sold Genesis to Pierre Fabre, a leading pharmaceutical company. Mr. Mazur has extensive sales, marketing and business development experience from his tenures at Medicis Pharmaceutical Corporation as Executive Vice President, ICN Pharmaceuticals, Inc. as Vice President, Sales & Marketing, Knoll Pharma (a division of BASF), and Cooper Laboratories, Inc. Mr. Mazur is a member of the Board of Trustees of Manor College, is a recipient of the Ellis Island Medal of Honor and was previously the Chairman of the board of directors of Leonard-Meron Biosciences, Inc. (“LMB”), the Company’s wholly-owned subsidiary. Mr. Mazur received both his B.A. and M.B.A. from Temple University and has served in the U.S. Marine Corps Reserves.
The Board of Directors believes that Mr. Mazur is qualified to serve as a director because of his entrepreneurial experience and marketing knowledge in the pharmaceutical industry.
Suren Dutia
Suren Dutia has been a member of the Board of Directors since August 12, 2024. Mr. Dutia has also been a member of the board of directors of Citius Pharma since October 2015. In addition to his role as an outside independent director of Citius Pharma, Mr. Dutia has been serving as director of Flint Rehab and Vahan Inc, since 2016. Mr. Dutia has been involved in fostering entrepreneurship for more than 20 years and served as Senior Fellow of the Ewing Mario Kauffman Foundation from March 2011 to December 2016 and Senior Fellow of Skandalaris Center for Entrepreneurship and Innovation at Washington University, St. Louis from 2010 to 2013. He has served as a member of the advisory board of Center for Digital Transformation, University of California, Irvine since May 2012. From February 2006 to May 2010, Mr. Dutia served as the Chief Executive Officer of TiE, a non-profit organization involved in fostering entrepreneurship globally. From February 2011 to May 2013, Mr. Dutia served as a director of LifeProof and from July 2000 to December 2011, he served as a director of Anvita Health. From 1989 to 1998, Mr. Dutia served as the Chief Executive Officer and Chairman of the board of directors of Xscribe Corporation. Prior to his positions with Xscribe Corporation, Mr. Dutia held several positions with Dynatech Corporation, and, in addition, he was the President of a medical instruments company. Mr. Dutia received his B.S. and M.S. degrees in chemical engineering and B.A. in political science from Washington University, St. Louis. In addition, he obtained an M.B.A. from the University of Dallas.
The Board of Directors believes that Mr. Dutia is qualified to serve as a director because of his financial management background, his involvement with start-up companies and his management skills.
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Dennis M. McGrath
Dennis M. McGrath has been a member of the Board of Directors since August 12, 2024. Mr. McGrath has also been a member of the board of directors of Citius Pharma since February 2023. He has served as the President of PAVmed, Inc. (Nasdaq: PAVM), a diversified commercial-stage medical technology company since March 2019 (having served as Executive Vice President from March 2017 to March 2019) and as PAVmed’s Chief Financial Officer since March 2017. Mr. McGrath has also served as the Chief Financial Officer of Lucid, PAVmed’s majority owned subsidiary since the consummation of Lucid’s initial public offering. Previously, from 2000 to 2017 Mr. McGrath served in several senior level positions of PhotoMedex, Inc. (formerly, Nasdaq: PHMD), a global manufacturer and distributor of medical device equipment and services, including from 2011 to 2017 as director, President, and Chief Financial Officer. Prior to PhotoMedex’s reverse merger with Radiancy, Inc in December 2011, he also served as a board member and Chief Executive Officer from 2009 to 2011 and served as Vice President of Finance and Chief Financial Officer from 2000 to 2009. He received honors as a P.A.C.T. (Philadelphia Alliance for Capital and Technology) finalist for the 2011 Investment Deal of the Year, award winner for the SmartCEO Magazine 2012 CEO of the Year for Turnaround Company, and finalist for the Ernst & Young 2013 Entrepreneur of the Year. He has extensive experience in mergers and acquisitions, both domestically and internationally, particularly involving public company acquisitions, including Surgical Laser Technologies, Inc, (formerly, Nasdaq: SLTI), ProCyte Corporation (formerly, Nasdaq: PRCY), LCA Vision, Inc. (formerly, Nasdaq: LCAV) and Think New Ideas, Inc. (formerly, Nasdaq: THNK). Prior to PhotoMedex, he served in several senior level positions of AnswerThink Consulting Group, Inc. (then, Nasdaq: ANSR, now, The Hackett Group, Nasdaq: HCKT), a business consulting and technology integration company, including from 1999 to 2000 as Chief Operating Officer of the Internet Practice, the largest division of AnswerThink Consulting Group, Inc., while concurrently during the merger of the companies, serving as the acting Chief Financial Officer of Think New Ideas, Inc. (then, Nasdaq: THNK, now, Nasdaq: HCKT), an interactive marketing services and business solutions company. Mr. McGrath also served from 1996 until 1999 as Chief Financial Officer, Executive Vice President and director of TriSpan, Inc., an internet commerce solutions and technology consulting company, which was acquired by AnswerThink Consulting Group, Inc. in 1999. During his tenure at Arthur Andersen & Co., where he began his career, he became a Certified Public Accountant in 1981 and he holds a B.S., maxima cum laude, in accounting from LaSalle University. In addition, he serves as the audit and compensation committee chair and a director of several medical device companies, including DarioHealth Corp. (Nasdaq: DRIO), and LIV Process, formerly BioVector, Inc. Previously from 2014 to 2024, Mr. McGrath served as a director and audit chair of Cagent Vascular, Inc., and from 2007 to 2009, Mr. McGrath served as a director of Embrella Cardiovascular, Inc. (sold to Edwards Lifesciences Corporation, NYSE: EW). He also serves on the Board of Visitors for Taylor University and on Board of Trustees of Manor College.
The Board of Directors believes that Mr. McGrath is qualified to serve as a director because of his extensive business experience and board service with public companies.
Class I Directors Whose Term Expires at the 2028 Annual Meeting
| Name | Age | Director Since | Current Position | |||
| Myron Holubiak | 79 | 2024 | Secretary and Director | |||
| Joel Mayersohn | 68 | 2024 | Director | |||
| Jonathan Peri | 52 | 2026 | Director |
Myron Holubiak
Myron Holubiak is the current Secretary of the Company and a member of the Board of Directors, a position he has held since August 12, 2024. Prior thereto, he served as Secretary and a director of Citius Oncology Sub, Inc., beginning on April 1, 2022. Mr. Holubiak is also the Executive Vice Chairman of Citius Pharma, a position he has held since May 2022. He has also served as a member of the board of directors of Citius Pharma since October 2015. From October 2015 through April 2022, Mr. Holubiak served as Citius Pharma’s President and Chief Executive Officer. Mr. Holubiak also serves as the acting Chief Executive Officer of our majority-owned subsidiary, NoveCite. Mr. Holubiak has extensive experience in managing and advising large and emerging pharmaceutical and life sciences companies. Mr. Holubiak was the President of Roche Laboratories, Inc. (“Roche”), a major research-based pharmaceutical company, from December 1998 to August 2001. Prior to that, he held sales and marketing positions at Roche during his 19-year tenure. From September 2002 to July 2016, Mr. Holubiak served on the board of directors and for the last two years was the Chairman of the board of directors of BioScrip, Inc. (“BioScrip”) (Nasdaq: BIOS). BioScrip is a leading national provider of infusion and home care management solutions. Since July 2010, Mr. Holubiak has served as a member of the board of directors of Assembly Biosciences, Inc. (“Assembly”) (Nasdaq: ASMB) and its predecessor Ventrus Biosciences, Inc. Assembly is a biopharmaceutical company developing innovative, small molecule therapeutics for hepatitis B virus (HBV), hepatitis delta virus (HDV) and herpes virus infections. Additionally, Mr. Holubiak serves as a director for bioAffinity Technologies Inc., a privately held company. In March 2013, Mr. Holubiak founded LMB, the Company’s wholly-owned subsidiary, and he served as the Chief Executive Officer and President of LMB until March 2016. In addition, Mr. Holubiak was also a trustee of the Academy of Managed Care Pharmacy Foundation from April 2013 to April 2015. Mr. Holubiak received a B.S. in Molecular Biology and Biophysics from the University of Pittsburgh; he received advanced business training from the Harvard Business School and the University of London; and advanced training in health economics from the University of York’s Centre for Health Economics.
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The Board of Directors believes that Mr. Holubiak is qualified to serve as a director because of his industry knowledge and experience managing both large and small pharmaceutical companies.
Joel Mayersohn
Joel Mayersohn has served as a director of the Company since October 2022. Mr. Mayersohn is a member at Dickinson Wright, where he specializes in corporate, securities and business law. He advises a diversified client base in private placements, public offerings, mergers and acquisitions, financing transactions and general securities law matters. He also has experience in venture capital, bridge loans and pipe financings. He is a member of the Florida and New York Bars and received his J.D. and B.A. from The State University of New York at Buffalo.
The Board of Directors believes that Mr. Mayersohn is well qualified to serve as a director due to his extensive experience in corporate and finance legal matters.
Jonathan Peri
Jonathan Peri, Ph.D., J.D., was appointed to the Board effective August 10, 2026. Dr. Peri has served as President of Manor College since November 2015 and has also served as an elected Commissioner of Middle States Commission on Higher Education, a premier university accrediting agency, since July 2019 and was appointed as Vice Chair in January 2026. Prior to Manor College, Dr. Peri was the Vice President and General Counsel for Neumann University from July 2006 to November 2015. Dr. Peri’s prior experiences include service as a nonprofit corporate legal counsel, former construction materials firm advisory director, former real estate broker, former political consultant, and former auto racing team leader. From March 2021 to March 2024, Dr. Peri served on the advisory board of directors of First State Bank, the oldest bank in Texas, and was lead advisory director beginning in 2023. Dr. Peri received a B.A in Theology from Villanova University; a J.D. from Widener University; a doctorate in Organizational Leadership from Eastern University; and an MLE Certificate from Harvard University.
The Board of Directors believes that Dr. Peri is well qualified to serve as a director due to experience as a chief legal officer, his service on boards overseeing substantial financial assets, and his background in organizational governance.
Family Relationships
There are no family relationships among our executive officers and directors.
Required Vote
Provided there is a quorum for the meeting, pursuant to the terms of our bylaws, the election of each director requires the affirmative vote of a plurality of the votes represented at the Annual Meeting in person or by proxy and entitled to vote on this Proposal 1. This means that the director nominees receiving the highest number of affirmative votes of our common stock present or represented and entitled to be voted for them will be elected as directors. Votes withheld will have no legal effect on the election of directors. Under applicable exchange rules, brokers are not permitted to vote shares held for a customer on “non-routine” matters without specific instructions from the customer. As such, broker non-votes will have no effect on the outcome of this Proposal 1.
Recommendation
Our Board of Directors unanimously recommends that stockholders vote FOR the election of the three Class II nominees for election to the Board for a three-year term.
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PROPOSAL 2
RATIFICATION OF THE SELECTION OF WOLF & COMPANY, P.C.,
AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS THE AUDITOR OF THE COMPANY
FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2026
The Company’s stockholders are being asked to ratify the Board of Directors’ selection of Wolf & Company, P.C. (“Wolf”), an independent registered public accounting firm, as the auditor of the Company for the fiscal year ending September 30, 2026. While the Audit and Risk Committee is solely responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm, the Audit and Risk Committee and the Board are requesting that the stockholders ratify this appointment. If the stockholders ratify this appointment, the Audit and Risk Committee, in its discretion, may appoint a different independent registered public accounting firm at any time during the year if it believes that doing so would be in the best interests of the Company and our stockholders. If the stockholders do not ratify this appointment, the Audit and Risk Committee may reconsider, but might not change, its appointment.
A representative of Wolf is not expected to be present but will attend telephonically the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so. It is also expected that such representative will be available to respond to appropriate questions.
Required Vote
Provided there is a quorum for the meeting, ratification of the appointment of Wolf as our auditor for the fiscal year ending September 30, 2026, requires the affirmative vote of a majority of the votes represented at the Annual Meeting in person or by proxy and entitled to vote on this Proposal 2. Broker non-votes and abstentions, if any, are entitled to vote, and therefore will have the same effect as a vote against this Proposal 2. No broker non-votes are expected because this Proposal 2 is a routine matter.
Recommendation
Our Board of Directors unanimously recommends that stockholders vote FOR the ratification of the Board’s appointment of Wolf & Company, P.C., an independent registered public accounting firm, as the auditor of the Company for fiscal year ending September 30, 2026.
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CORPORATE GOVERNANCE
Information Regarding the Board of Directors and its Committees
Board Composition
Our Certificate of Incorporation provides that the number of directors shall be established from time to time by the Board. The Board has fixed the number of directors at nine, and as of the date of this Proxy Statement, there are nine members of the Board.
Pursuant to our Certificate of Incorporation, the Board is divided into three classes, designated as Class I, Class II and Class III. Each class of directors must stand for reelection no later than the third annual meeting of stockholders subsequent to their initial appointment or election to the Board, provided that the term of each director will continue until the election and qualification of their successor or their earlier death, resignation, disqualification or removal. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as practicable, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Any vacancy resulting from the death, resignation, removal or disqualification of a director or other cause, or any newly created directorship in the Board of Directors, may be filled by a majority of the directors then in office, although less than a quorum, by the sole remaining director, or by the stockholders of the Company; provided, however, that from and after the Trigger Event (as defined in our Certificate of Incorporation), any vacancy resulting from the death, resignation, removal or disqualification of a director or other cause, or any newly created directorship in the Board of Directors, shall be filled only by a majority of the directors then in office, although less than a quorum, or by the sole remaining director, and shall not be filled by the stockholders of the Company.
Selection of Nominees for our Board of Directors
The Nominating and Governance Committee of our Board of Directors is responsible for establishing the criteria for recommending which directors should stand for re-election to the Board and the selection of new directors to serve on the Board. In addition, the Nominating and Governance Committee is responsible for establishing the procedures for our stockholders to nominate candidates to the Board. Board candidates are typically identified by existing directors or members of management. The Nominating and Governance Committee considers the needs for the Board as a whole when identifying and evaluating nominees and, among other things, considers diversity in background, age, experience, qualifications, attributes and skills in identifying nominees, although it does not have a formal policy regarding the consideration of diversity. Each director nominee is recommended by the Nominating and Governance Committee.
Pursuant to the Company’s bylaws, any stockholder of record entitled to vote generally in elections of directors may nominate one or more persons for election as directors at a meeting of stockholders only if written notice of such stockholder’s intent to make such nomination or nominations has been given, either by personal delivery or by United States certified mail, postage prepaid, to the secretary of the Company (i) with respect to an election to be held at an annual meeting of stockholders, not more than 120 days nor less than 90 days in advance of such meeting, and (ii) with respect to an election to be held at a special meeting of stockholders called for the purpose of the election of directors, not later than the close of business on the tenth business day following the date on which notice of such meeting is first given to stockholders. Each such notice of a stockholder’s intent to nominate a director or directors at an annual or special meeting shall set forth the following:
| ● | the name and address, as they appear on the Company’s books, of the stockholder who intends to make the nomination and the name and residence address of the person or persons to be nominated; |
| ● | the class and number of shares of the Company that are beneficially owned by the stockholder; |
| ● | a representation that the stockholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting; |
| ● | a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons pursuant to which the nomination was made; |
| ● | such other information regarding each nominee proposed by such stockholder as would be required to be disclosed in solicitations of proxies for election of directors, pursuant to Regulation 14A under the Securities Exchange Act, as amended, or the Exchange Act, including any information that would be required to be included in a proxy statement filed pursuant to Regulation 14A had the nominee been nominated by the Board of Directors; and |
| ● | the written consent of each nominee to be named in a proxy statement and to serve as director of the Company if so elected. |
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In addition to satisfying the foregoing requirements under the Company’s bylaws, in order to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act within the timeframe set forth above and as described in the “proxy access” provisions of our bylaws.
Our Nominating and Governance Committee will evaluate a nominee recommended by a stockholder in the same manner in which the Nominating and Governance Committee evaluates nominees recommended by other persons as well as its own nominee recommendations. No stockholder has nominated anyone for election as a director at this Annual Meeting.
Board of Directors Independence
After review of all relevant transactions or relationships between each nominee for director, or any of his or her family members, and the Company, its senior management and Wolf, the Company’s independent registered public accounting firm, the Board of Directors has determined that all of the Company’s directors are independent within the meaning of the applicable Nasdaq listing standards, except Leonard Mazur, the Chief Executive Officer and Chairman of the Company, and Myron Holubiak, the Executive Vice Chairman of the Company, due to their employment with the Company.
Board of Directors Committees
The Company has a Nominating and Governance Committee, Audit and Risk Committee, and Compensation Committee. The Board of Directors has determined that each of the members of the Nominating and Governance, Audit and Risk and Compensation Committees is independent. The adopted written charters for each of these committees are available under the Resources – Governance – Governance Documents section of our website at www.citiusonc.com. Each committee is required to perform an annual evaluation of its charter, and each committee may engage outside independent advisors as the committee deems appropriate. A brief description of the responsibilities of the Nominating and Governance, Audit and Risk and the Compensation Committees follows.
Audit and Risk Committee
Our Audit and Risk Committee currently consists of Messrs. McGrath (Chair), Dutia and Smith. Each of Messrs. Dutia, McGrath and Smith satisfies the independence requirements of Rule 5605(a)(2) of the Nasdaq Listing Rules and SEC Rule 10A-3. Our Audit and Risk Committee is responsible for, among other things:
| ● | appointing, terminating, compensating, and overseeing the work of any accounting firm engaged to prepare or issue an audit report or other audit, review or attestation services; |
| ● | reviewing and approving, in advance, all audit and non-audit services to be performed by the independent auditor, taking into consideration whether the independent auditor’s provision of non-audit services to us is compatible with maintaining the independent auditor’s independence; |
| ● | reviewing and discussing the adequacy and effectiveness of our accounting and financial reporting processes and controls and the audits of our financial statements; |
| ● | establishing and overseeing procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential, anonymous submission by our employees regarding questionable accounting or auditing matters; |
| ● | monitoring and evaluating the independent auditor’s qualifications, performance, and independence on an ongoing basis; and |
| ● | reviewing and approving related-party transactions for potential conflict of interest situations on an ongoing basis. |
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Our Board of Directors has affirmatively determined that Messrs. McGrath and Dutia are designated as the “audit committee financial experts.” The designation does not impose on Messrs. McGrath and Dutia any duties, obligations or liabilities that are greater than those generally imposed on members of our Audit and Risk Committee and our Board.
Compensation Committee
Our Compensation Committee consists of Mr. Dutia (Chair), Dr. Holuka, Mr. McGrath and Ms. Webb. Each of Mr. Dutia, Dr. Holuka, Mr. McGrath and Ms. Webb meet the additional test for independence for compensation committee members imposed by SEC regulations and the Nasdaq Listing Rules. Our Compensation Committee is responsible for, among other things:
| ● | establishing and recommending to the Board for approval, and thereafter to review, the Company’s overall board and management compensation philosophy and policy to ensure that the Company provides appropriate rewards and incentives for the Company’s directors, management and employees; |
| ● | reviewing and approving the compensation, employment agreements and severance arrangements, and other benefits of all of our executive officers and key employees; |
| ● | reviewing and approving, on an annual basis, the corporate goals and objectives relevant to the compensation of the executive officers, and evaluating their performance in light thereof; |
| ● | reviewing and making recommendations, on an annual basis, to the Board of Directors with respect to director compensation; and |
| ● | reviewing any analysis or report on executive compensation required to be included in the annual proxy statement and periodic reports pursuant to applicable federal securities rules and regulations, and recommending the inclusion of such analysis or report in our proxy statement and periodic reports. |
Pursuant to its written charter, our Compensation Committee has the authority to engage the services of outside advisors as it deems appropriate to assist it in the evaluation of the compensation of our directors, principal executive officer or other executive and non-executive officers, and in the fulfillment of its other duties. Additionally, our Compensation Committee has the authority to review and approve the compensation of our other officers and employees and may delegate its authority to review and approve the compensation of other non-executive officer employees to specified executive officers.
Nominating and Governance Committee
Our Nominating and Governance Committee currently consists of Dr. Holuka (Chair), Mr. McGrath, and Ms. Webb. Each of Dr. Holuka, Mr. McGrath and Ms. Webb is independent under the Nasdaq Listing Rules. The Nominating and Governance Committee is responsible for, among other things:
| ● | determining the qualifications, qualities, skills, and other expertise required to be a director, including any applicable listing standards or legal or regulatory requirements regarding diversity, and to develop criteria to be considered in selecting nominees for the Board of Directors; |
| ● | identifying and screening candidates for our Board, and recommending nominees for election as directors; |
| ● | establishing procedures to exercise oversight of the evaluation of the Board and management; |
| ● | reviewing the structure of the Board’s committees and recommending to the Board for its approval directors to serve as members of each committee, and where appropriate, making recommendations regarding the removal of any member of any committee; and |
| ● | generally advising our Board on corporate governance and related matters. |
Information Regarding Meetings of the Board of Directors and Committees
The business of our Company is under the general oversight of our Board of Directors as provided by the laws of Delaware and our bylaws. During the year ended September 30, 2025, our Board held five meetings, our Audit and Risk Committee held three meetings (plus acted with the full Board to review and approve the Company’s Annual Report on Form 10-K for the year ended September 30, 2025), our Compensation Committee held no meetings (acting instead with the full Board on all matters requiring Compensation Committee approval) and our Nominating and Governance Committee held no meetings (acting instead with the full Board on all matters requiring Nominating and Governance Committee approval). In fiscal 2025, each director nominee attended at least 75% of the Board meetings and the meetings of the committee on which he or she served since being appointed to the Board and respective committees. Our Board and our Compensation Committee also took certain actions by unanimous written consent during fiscal 2025.
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We do not have a formal policy regarding attendance of directors at annual meetings, but we encourage them to do so.
Code of Ethics
We have
Anti-Hedging and Anti-Pledging Policy
Our Board of Directors has not adopted an anti-hedging or anti-pledging policy. However, our insider trading policy strongly discourages our directors, officers and employees from engaging in any hedging activity in our securities or pledging any of our securities as collateral for loans or margin accounts.
Risk Oversight
While management is responsible for managing the day-to-day issues faced by the Company, our Board of Directors has an active role in the oversight of the Company’s risk management efforts. The Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding the Company’s assessment of risks. The Board focuses on the most significant risks facing the Company and the Company’s general risk management strategy, and also ensures that risks undertaken by the Company are consistent with the Board’s appetite for risk. We believe this division of responsibilities is the most effective approach for addressing the risks facing the Company and that our Board leadership structure supports this approach.
The Board of Directors also relies on its committees for specific risk oversight. In particular, the Compensation Committee oversees risks related to our compensation and benefit plans and policies to ensure sound pay practices that do not cause risks to arise that are reasonably likely to have a material adverse effect on our Company. The Audit and Risk Committee oversees risk related to our accounting, tax, financial and public disclosure processes, as well as risks associated with our financial assets. Additionally, the Audit and Risk Committee oversees cybersecurity risks and the Company’s processes to identify, prioritize, assess, manage, and mitigate those risks. The Audit and Risk Committee receives updates on cybersecurity and information technology matters and related risk exposures from the Company’s Chief Financial Officer.
In order to promote open discussion among non-employee directors, our Board of Directors has a policy of regularly conducting executive sessions of non-employee directors at scheduled meetings and at such other times requested by any non-employee director. Suren Dutia has served as the Board’s lead independent director since August 2024. As lead independent director, Mr. Dutia provides valuable leadership to the independent directors, presides over meetings and sessions of the independent directors, and advises the Board on matters where there may be an actual or perceived conflict of interest.
Say-on-Pay
As we remain an “emerging growth company” under applicable federal securities laws, we have not yet held our first advisory vote on executive compensation. However, our Board Chairman and members of management regularly engage with investors and consider investor feedback regarding executive compensation and governance matters.
The Board Chairman and the Compensation Committee value the opinion of our investors and will consider their input on an ongoing basis. Once we hold a say-on-pay vote, the Compensation Committee will review the results and seek investor feedback when making compensation decisions for our executives, including our NEOs.
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Clawback Policy
We have adopted a clawback policy to provide for the recovery of erroneously-awarded incentive compensation, as required by the Dodd-Frank Act, final SEC rules and applicable listing standards.
Stockholder Proposals
Our bylaws establish procedures for bringing business before any annual meeting or special meeting of stockholders and stockholder director nominations. Any stockholder wishing to bring any other business before a meeting of stockholders, including, but not limited to, the nomination of persons for election as directors, must provide notice to the Company not more than 120 and not less than 90 days before the meeting in writing by registered mail, return receipt requested, of the business to be presented by the stockholders at the stockholders’ meeting. Any such notice shall set forth the following as to each matter the stockholder proposes to bring before the meeting:
A stockholder’s notice must set forth:
| ● | a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting and, if such business includes a proposal to amend our bylaws, the language of the proposed amendment; |
| ● | the name and address, as they appear on the Company’s books, of the stockholder proposing such business; |
| ● | a representation that the stockholder is a holder of record of stock entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business; and |
| ● | any material interest of the stockholder in such business, including any anticipated benefit to the stockholder or a Stockholder Associated Person (as defined in our bylaws) therefrom. |
As to the stockholder giving notice and any Stockholder Associated Person, any such notice shall also set forth:
| ● | the class, series and number of all shares beneficially owned by such stockholder and by such Stockholder Associated Person; |
| ● | the nominee holder for, and number of shares owned beneficially, but not of record by such stockholder and by any such Stockholder Associated Person; and |
| ● | whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder of any such Stockholder Associated Person with respect to any share of stock of the Company. |
A stockholder must also comply with all applicable laws, rules and regulations, including the Securities Act of 1933, as amended, and rules promulgated thereunder governing proxies and stockholder proposals.
In the absence of such notice to the Company meeting the above requirements, a stockholder will not be entitled to present any business at any meeting of stockholders.
See “Selection of Nominees for our Board of Directors” for procedures for proxy access for stockholder director nominations.
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EXECUTIVE OFFICERS
The names of our executive officers and their ages, positions, and biographies as of August 17, 2026, are set forth below.
| Name | Age | Title | ||
| Leonard Mazur | 81 | Chief Executive Officer, Chairman, and Director | ||
| Myron Holubiak | 79 | Secretary and Director | ||
| Jaime Bartushak | 59 | Chief Financial Officer and Chief Business Officer | ||
| Myron S. Czuczman, M. D. | 66 | Chief Medical Officer and Executive Vice President |
In August 2024, Mr. Mazur was appointed as Chief Executive Officer, Mr. Holubiak was appointed Executive Vice Chairman, Mr. Bartushak was appointed as Chief Financial Officer and Dr. Czuczman was appointed Chief Medical Officer and Executive Vice President of the Company. The biographies for Leonard Mazur and Myron Holubiak are contained in the information disclosures relating to the Company’s directors in Proposal 1.
Jaime Bartushak
From April 1, 2014, until November 2017, Mr. Bartushak served as Chief Financial Officer of Leonard-Meron Biosciences, Inc. (“LMB”), a wholly-owned subsidiary of Citius Pharma. In November 2017, he became the Chief Financial Officer of Citius Pharma upon the acquisition of LMB by Citius Pharma. In November 2022, he was appointed Chief Business Officer of Citius Pharma. Mr. Bartushak became our Chief Financial Officer in August 2024. Mr. Bartushak is an experienced finance professional for early-stage pharmaceutical companies, and has over 20 years of corporate finance, business development, restructuring, and strategic planning experience. Mr. Bartushak was one of the founders of LMB in 2014 and was instrumental in its startup as well as in obtaining initial investment capital. In 2014, prior to his work at LMB, Mr. Bartushak helped lead the sale of PreCision Dermatology, Inc. to Valeant Pharmaceuticals International, Inc.
Myron S. Czuczman, M.D.
Dr. Czuczman joined Citius Pharma as Chief Medical Officer in July 2020. He became our Chief Medical Officer in August 2024. Prior to his employment with Citius Pharma, Dr. Czuczman was Vice President, Global Clinical Research and Development, Therapeutic Area Head of Lymphoma/CLL at Celgene Corporation, a position he held from June 2015 to January 2020. Prior to working in the pharmaceutical industry, Dr. Czuczman practiced medicine for over two decades at Roswell Park Cancer Institute, an NCI-designated comprehensive cancer center in Buffalo, NY, where he served as chief of the Lymphoma/Myeloma Service and head of the Lymphoma Translational Research Laboratory. In addition to his extensive publications record, membership and leadership roles on national and international research organizations, and consulting and advisory to dozens of pharma companies, Dr. Czuczman also attained the positions of tenured Professor of Medicine at the State University of New York at Buffalo School of Medicine and Biomedical Sciences and Professor of Oncology at Roswell Park Comprehensive Cancer Center. Dr. Czuczman received his medical degree from the Pennsylvania State University College of Medicine after graduating magna cum laude in Biochemistry from the University of Pittsburgh. He completed his Internal Medicine residency training at Weill Cornell North Shore University/MSKCC Program, followed by Medical Oncology/Hematology fellowship training at Memorial Sloan-Kettering Cancer Center in New York City.
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EXECUTIVE COMPENSATION
Our Named Executive Officers (as identified below) also are employees of Citius Pharma. The services of Citius Pharma’s employees as our Named Executive Officers are provided to us pursuant to an amended and restated shared services agreement (“A&R Shared Services Agreement”) with Citius Pharma. For the fiscal years ended September 30, 2025 and 2024, pursuant to the A&R Shared Services Agreement, Citius Pharma allocated a portion of the salary and non-equity incentive compensation paid during each of those fiscal years to the services provided to us by its employees acting as our Named Executive Officers. No benefits provided by Citius Pharma are allocated to any of our Named Executive Officers.
As an “emerging growth company” and a “smaller reporting company,” each as defined under SEC rules, we are not required to include a compensation discussion and analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies and smaller reporting companies.
Compensation Review
In June 2026, the Compensation Committee formally engaged Fredrick W. Cook & Co. (FW Cook), an independent compensation consultant, to assist both the Board of Directors and the Company in its deliberations regarding both executive and Board compensation in acting as its compensation consultant. FW Cook does not undertake any work for us other than its services for the Compensation Committee. The Compensation Committee has determined that FW Cook is independent and that its services will not raise any conflict of interest with us or any of our executive officers or directors. In carrying out its work for the Compensation Committee, FW Cook will interact from time to time directly with our management as it determines appropriate, with respect to any work product prior to presentation to the Compensation Committee in order to confirm alignment with our business strategy and obtain data or information necessary for its work.
FW Cook will review with the Compensation Committee competitive market compensation data for consideration when determining different levels and mix of compensation. As part of its work with FW Cook, the Compensation Committee will review publicly available compensation information of both executive officers and boards of directors, as well as aggregate share usage and dilution in order to construct a peer group of companies within the biotechnology and pharmaceuticals industries. These companies will be selected by the Compensation Committee with FW Cook’s assistance and will be similar to the Company in terms of size, business model and state of development. The Company intends to use the market compensation data and peer group information provided by FW Cook as a part of setting the Company’s executive and director compensation policies for fiscal year 2027.
Executive Compensation Objectives
We seek to achieve the following broad goals in our executive compensation programs and decisions regarding individual compensation:
| ● | Attract and retain executives critical to our overall success. |
| ● | Reward executives for contributions to achieving strategic goals that enhance stockholder value. |
| ● | Foster and maintain a company culture of ownership, creativity and innovation. |
| ● | Motivate our executive officers to achieve critical long- and short-term development, product and financial milestones set by the Board of Directors in consultation with management. |
Named Executive Officers
Our “Named Executive Officers” for the year ended September 30, 2025, consist of Mr. Mazur, our Chief Executive Officer, and Mr. Holubiak, our Secretary, and Dr. Czuczman, our Chief Medical Officer, who were the two most highly compensated executive officers other than Mr. Mazur serving as executive officers as of September 30, 2025.
General Compensation Process
The Compensation Committee is responsible for determining the elements and levels of compensation for our Named Executive Officers. In doing so, the Compensation Committee reviews our corporate performance against financial and corporate achievement measures, assesses individual performance and evaluates recommendations of the Chief Executive Officer regarding compensation for other Named Executive Officers. Deliberations of the Compensation Committee may occur within a meeting of the full Board at which all members of the Compensation Committee are in attendance and the Board may take action in such meetings upon the advice of the Compensation Committee Chair and/or its members.
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To assist in its deliberations regarding executive compensation, the Compensation Committee may engage the services of an independent executive compensation advisor. As noted, the Compensation Committee recently engaged and is actively working with FW Cook, an independent executive compensation advisor to review the Company’s compensation policies going forward.
Components of Compensation
The key components of our executive compensation package are cash compensation (salary) and long-term equity incentive awards. These components are administered with the goal of providing total compensation that recognizes meaningful differences in individual performance, is competitive, varies the opportunity based on individual and corporate performance, and is valued by our Named Executive Officers.
Base Salary
It is the Compensation Committee’s objective to set a competitive rate of annual base salary for each Named Executive Officer. The Compensation Committee believes competitive base salaries are necessary to attract and retain top quality executives, since it is common practice for public companies to provide their named executive officers with a guaranteed annual component of compensation that is not subject to performance risk. The Compensation Committee, on its own or with outside consultants may establish salary ranges for our Named Executive Officers, with minimum to maximum opportunities that cover the normal range of market variability. The actual base salary for each Named Executive Officer is then derived from those salary ranges based on his responsibility, tenure and past performance and market comparability.
Annual base salaries for the Named Executive Officers are reviewed and approved by the Compensation Committee. Changes in base salary are based on the scope of an individual’s current job responsibilities, individual performance in the previous performance year, target pay position relative to the peer group, and our salary budget guidelines. The Compensation Committee reviews established goals and objectives and determines an individual’s achievement of those goals and objectives and considers the recommendations provided by the Chief Executive Officer to assist it in determining appropriate salaries for the Named Executive Officers other than the Chief Executive Officer.
The base salary information for our Named Executive Officers for the fiscal years ended September 30, 2025 and 2024 is set forth in the Summary Compensation Table below.
Long-Term Incentive Equity Awards
We believe that long-term corporate success is achieved with an ownership culture that encourages high performance by our employees through the use of stock-based awards. The Plans were each established to provide our employees, including our Named Executive Officers, with incentives to help align employees’ interests with the interests of our stockholders. The Compensation Committee believes that the use of stock-based awards offers the best approach to achieving our compensation goals of incentivizing long-term performance. We have historically elected to use stock options as the primary long-term equity incentive vehicle; however, the Compensation Committee has the ability under our stock plans to grant restricted stock and other equity awards as part of our long-term incentive program, and granted restricted stock units in September 2025. These restricted stock units were granted based upon a review of competitive compensation data, an assessment of individual performance, a review of each Named Executive Officer’s existing long-term incentives, and retention considerations. We have selected the Black-Scholes method of valuation for stock-based compensation. The Compensation Committee generally oversees the administration of our stock plans.
Our 2024 Omnibus Stock Incentive Plan (the “2024 Plan”) authorizes us to grant equity awards to our employees, directors and consultants. Our 2023 Omnibus Stock Incentive Plan (the “2023 Plan”) authorizes us to grant the same. Upon the adoption of the 2024 Plan, we ceased granting awards under the 2023 Plan.
The Compensation Committee reviews and approves equity awards to Named Executive Officers based upon a review of competitive compensation data, an assessment of individual performance, a review of each Named Executive Officer’s existing long-term incentives, and retention considerations. Periodic equity awards are made at the discretion of the Compensation Committee to eligible employees and, in appropriate circumstances, after consideration of any recommendations of our Chief Executive Officer.
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Stock options granted to employees have an exercise price equal to the fair market value of our common stock on the day of grant, typically vest over a time or upon the achievement of certain performance-based milestones and are based upon continued employment, and generally expire 10 years after the date of grant. The fair value of the options granted to the Named Executive Officers and reflected in the Summary Compensation Table is determined in accordance with the Black-Scholes method of valuation for share-based compensation. Incentive stock options also include certain other terms necessary to ensure compliance with the Code.
We expect to continue to primarily use stock options (and possibly a mix of restricted stock units) as a long-term incentive vehicle because:
| ● | Equity awards align the interests of our Named Executive Officers with those of our stockholders, supporting a pay-for performance culture, foster employee stock ownership, and focus the management team on increasing value for our stockholders. |
| ● | Stock options are performance-based. All of the value received by the recipient of a stock option is based on the growth of the stock price. In addition, stock options can be issued with vesting based on the achievement of specified milestones although we have not used such performance-based vesting to date. |
| ● | Stock options and restricted stock units help provide balance to the overall executive compensation program as base salary and annual bonuses focus on short-term compensation, while stock options focus on long-term compensation. |
| ● | The vesting period of stock options and restricted stock units over time encourages executive retention and is designed to increase stockholder value. In determining the number of equity awards to be granted to our Named Executive Officers, we take into account the individual’s position, scope of responsibility, ability to affect profits and stockholder value and the individual’s historic and recent performance and the value of the equity awards in relation to other elements of the individual Named Executive Officer’s total compensation. |
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
Executive Benefits and Perquisites
Our Named Executive Officers are not currently parties to employment agreements, although they do have employment agreements with Citius Pharma. We will consider entering into employment agreements as necessary and advisable. In addition, consistent with our compensation philosophy, we intend to establish benefits for our Named Executive Officers, including medical, dental and life insurance and the ability to contribute to a 401(k) plan, which they are entitled to as employees of Citius Pharma. We would expect these benefits to be comparable to benefit levels for comparable companies.
Pension Benefits
We do not maintain any qualified or non-qualified defined benefit plans. As a result, none of our Named Executive Officers participate in or have account balances in qualified or non-qualified defined benefit plans sponsored by us. Our Compensation Committee or Board of Directors may elect to adopt qualified or non-qualified benefit plans in the future if it determines that doing so is in our best interests.
Nonqualified Deferred Compensation
None of our Named Executive Officers participate in or have account balances in nonqualified defined contribution plans or other non-qualified deferred compensation plans maintained by us. Our Compensation Committee or Board of Directors may elect to provide our officers and other employees with non-qualified defined contribution or other non-qualified deferred compensation benefits in the future if it determines that doing so is in our best interests.
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Summary Compensation Table
The following table sets forth information regarding compensation paid to our Named Executive Officers for the years ended September 30, 2025 and 2024.
| Name & Position | Fiscal Year | Salary (1) | Bonus | Stock Award (2) | Option Awards (2) | All Other Compensation | Total | |||||||||||||||||||
| Leonard Mazur | 2025 | $ | 166,250 | $ | -- | $ | 2,975,000 | $ | 647,723 | $ | -- | $ | 3,788,973 | |||||||||||||
| Chief Executive Officer and Executive Chairman | 2024 | $ | 166,250 | $ | -- | -- | $ | 2,035,000 | $ | -- | $ | 2,201,250 | ||||||||||||||
| Myron Holubiak | 2025 | $ | 450,000 | $ | -- | $ | 1,487,500 | $ | 242,896 | $ | -- | $ | 2,180,396 | |||||||||||||
| Executive Vice Chairman | 2024 | $ | 450,000 | $ | -- | -- | $ | 825,000 | $ | -- | $ | 1,275,000 | ||||||||||||||
| Myron Czuczman | 2025 | $ | 225,000 | $ | -- | $ | 1,443,750 | $ | 323,862 | $ | -- | $ | 1,992,612 | |||||||||||||
| Chief Medical Officer | 2024 | $ | 225,000 | $ | -- | -- | $ | 770,000 | $ | -- | $ | 995,000 | ||||||||||||||
| (1) | The salary represents that portion of the total salary received by the Named Executive Officer from Citius Pharma that has been allocated to Citius Oncology pursuant to the A&R Shared Services Agreement. |
| (2) | The dollar amount set forth in the table above represents the aggregate grant date fair value for all restricted stock units or option awards, as applicable, granted to the executive officer with respect to the fiscal year in accordance with FASB ASC Topic 718. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the restricted stock units or stock options, the exercise of the stock options, or the sale of the common stock underlying such restricted stock units or stock options. |
Outstanding Equity Awards at Fiscal Year-End 2025
The following table contains certain information concerning unexercised options for our executive officers as of September 30, 2025.
| Option Awards | Stock Awards | |||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of shares or units of stock that have not vested | Market value of shares or units of stock that have not vested | ||||||||||||||||
| Leonard Mazur | 2,466,667 | 1,233,333 | (1) | $ | 2.15 | 07/05/2033 | - | - | ||||||||||||||
| Chief Executive Officer and Chairman | 266,667 | 533,333 | (2) | $ | 1.07 | 12/12/2034 | - | - | ||||||||||||||
| - | - | - | - | 1,700,000 | (3) | $ | 3,451,000 | (4) | ||||||||||||||
| Myron Holubiak | 1,000,000 | 500,000 | (1) | $ | 2.15 | 07/05/2033 | - | - | ||||||||||||||
| Executive Vice Chairman | 100,000 | 200,000 | (2) | $ | 1.07 | 12/12/2034 | - | - | ||||||||||||||
| - | - | - | - | 850,000 | (3) | $ | 1,725,500 | (4) | ||||||||||||||
| Myron Czuczman | 933,333 | 466,667 | $ | 2.15 | 07/05/2033 | - | - | |||||||||||||||
| Chief Medical Officer | 133,333 | 266,667 | $ | 1.07 | 12/12/2034 | - | - | |||||||||||||||
| - | - | - | - | 825,000 | (3) | $ | 1,674,750 | (4) | ||||||||||||||
| (1) | This option, originally issued by Citius Oncology Sub, Inc., vests over three years, beginning July 5, 2023, with 1/36th every month for the first year, and the 1/3 each on the second and third anniversary of July 5, 2023, provided that grantee provides continuous service to the Company or a related entity as of each such vesting date. The option was assumed by Citius Oncology, Inc. in the merger with TenX Keane Acquisition (the “Merger”), which closed August 12, 2024. |
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| (2) | The options will vest in three substantially equal installments on the first, second and third anniversaries of December 12, 2024, provided that grantee provides continuous service to the Company or a related entity as of each such vesting date. |
| (3) | The shares will vest in total on the third anniversary of September 19, 2025, subject to the grantee’s continuous service to the Company or a related entity as of such vesting date. |
| (4) | Amounts are calculated based on multiplying the number of shares shown in the table by the per share closing price of our common stock on September 30, 2025, which was $2.03. |
Option Repricings
We did not engage in any repricings or other modifications to any of our executive officers’ outstanding options during the year ended September 30, 2025.
Director Compensation
Director Compensation for the Fiscal Year ended September 30, 2025
The Board is currently reviewing but has not yet approved a compensation plan for non-employee directors. To assist in its deliberations regarding non-employee compensation, the Compensation Committee has engaged the services of an independent compensation advisor. The Company anticipates that the Compensation Committee will work with such independent compensation advisor to develop a peer group of companies within the biotechnology and pharmaceuticals industries.
Also, as part of the non-employee director compensation plan, we anticipate that non-employee directors would be entitled to receive stock options as part of their annual compensation. In December 2024, our non-employee directors were awarded stock option awards and in September 2025, our non-employee directors were awarded restricted stock units, each for their service as non-employee directors. Going forward, the Compensation Committee will not grant awards to directors on the same day as awards are made to executive officers.
Director compensation for the year ended September 30, 2025 was as follows:
| Name | Fees Earned or Paid in Cash (1) | Stock Awards (1) | Option Awards (1) | All Other Compensation | Total | |||||||||||||||
| Suren Dutia (2) | $ | - | $ | 525,000 | $ | 95,813 | - | $ | 620,813 | |||||||||||
| Dr. Eugene Holuka (2) | $ | - | $ | 525,000 | $ | 95,813 | - | $ | 620,813 | |||||||||||
| Joel Mayersohn (2) | $ | 10,000 | $ | 525,000 | $ | 191,626 | - | $ | 726,626 | |||||||||||
| Dennis McGrath (2) | $ | - | $ | 525,000 | $ | 95,813 | - | $ | 620,813 | |||||||||||
| Robert Smith (2) | $ | - | $ | 525,000 | $ | 95,813 | - | $ | 620,813 | |||||||||||
| Carol Webb (2) | $ | - | $ | 525,000 | $ | 95,813 | - | $ | 620,813 | |||||||||||
| (1) | The dollar amount set forth in the table above represents the aggregate grant date fair value for all restricted stock units or option awards, as applicable, granted to the director with respect to the fiscal year in accordance with FASB ASC Topic 718. These amounts do not reflect the actual economic value that will be realized by the director upon the vesting of the restricted stock units or stock options, the exercise of the stock options, or the sale of the common stock underlying such restricted stock units or stock options. |
| (2) | At September 30, 2025, the non-employee directors held the following options to purchase shares of Citius Oncology common stock: Mr. Dutia, 275,000; Dr. Holuka 275,000; Mr. Mayersohn 250,000; Mr. McGrath; 275,000; Mr. Smith 125,000; and Ms. Webb 275,000. At September 30, 2025, each non-employee director also held 300,000 restricted stock units. |
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the amount of our common stock beneficially owned as of August 17, 2026, by (i) each person or group as those terms are used in Section 13(d)(3) of the Exchange Act believed by us to beneficially own more than 5% of our Common Stock, (ii) each of our current directors, (iii) each of our Named Executive Officers (namely Leonard Mazur, Myron Holubiak and Myron Czuczman), and (iv) all of our directors and executive officers as a group. Except as otherwise noted, each person named in the table has sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.
| Name and Address of Beneficial Owner(1) | Number of Shares of Common Stock Beneficially Owned(2) | Percentage of Shares of Common Stock Beneficially Owned(3) | ||||||
| Executive Officers and Directors | ||||||||
| Leonard Mazur(4) | 3,966,667 | 4.09 | % | |||||
| Myron Holubiak(4) | 1,600,000 | 1.69 | % | |||||
| Suren Dutia(4) | 275,000 | * | ||||||
| Dr. Eugene Holuka(4) | 275,000 | * | ||||||
| Dennis M. McGrath(4) | 275,000 | * | ||||||
| Robert Smith(4) | 125,000 | * | ||||||
| Joel Mayersohn(5) | 271,228 | * | ||||||
| Carol Webb(4) | 275,000 | * | ||||||
| Jonathan Peri | -0- | * | ||||||
| Myron Czuczman(4) | 1,533,333 | 1.62 | % | |||||
| All directors and executive officers as a group (11 people) (6) | 10,129,561 | 9.82 | % | |||||
| 5% Holders | ||||||||
| Citius Pharmaceuticals, Inc. | 66,049,615 | 71.0 | % | |||||
| * | Less than 1% |
| (1) | The business address of each of the following entities or individuals is c/o of the Company, 11 Commerce Drive, 1st Floor, Cranford, New Jersey 07016. |
| (2) | Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of August 17, 2026, are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person. |
| (3) | Percentage based on 92,981,204 shares of common stock issued and outstanding as of August 17, 2026, which number does not include shares held in abeyance or shares underlying pre-funded warrants. |
| (4) | Consists entirely of shares of common stock that the director or officer has the right to acquire pursuant to outstanding options that are exercisable within 60 days of August 17, 2026. |
| (5) | Consists of: (i) 21,228 shares of common stock acquired by Mr. Mayersohn through a distribution in kind to limited partners of 10XYZ Holdings, which was the Sponsor of TenX Keane Acquisition, the legacy entity of Citius Oncology, Inc., and (ii) 250,000 shares of common stock Mr. Mayersohn has the right to acquire pursuant to outstanding options that are exercisable within 60 days of August 17, 2026. |
| (6) | Consists of: (i) 21,228 shares of common stock, and (ii) 10,108,333 shares of common stock the directors and executive officers have the right to acquire pursuant to outstanding options that are exercisable within 60 days of August 17, 2026. |
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AUDITOR AND AUDIT COMMITTEE MATTERS
Report of the Audit and Risk Committee
The Audit and Risk Committee has reviewed and discussed with management our audited financial statements for the fiscal year ended September 30, 2025, which were audited by Wolf & Company, P.C. (“Wolf”), an independent registered public accounting firm. The Audit and Risk Committee discussed with Wolf the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Commission. The Audit and Risk Committee received the written disclosures and letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit and Risk Committee concerning independence, and discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. The Audit and Risk Committee also considered whether the provision of services other than the audit of our financial statements for the fiscal year ended September 30, 2025, were compatible with maintaining the independence of Wolf.
Based on the review and discussions referred to in the foregoing paragraph, the Audit and Risk Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 for filing with the SEC.
Our Audit and Risk Committee is currently composed of the following three directors: Mr. McGrath (Chair), Mr. Dutia, and Mr. Smith. All are independent directors as defined in Rules 5605(a)(2) and 5605(c)(2) of the Nasdaq Listing Rules and Section 10A-3 of the Exchange Act. The Board of Directors has determined that Messrs. McGrath and Dutia are each an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC. Our Audit and Risk Committee operates under a written charter adopted by the Board, a copy of which is available under Resources–Governance—Governance Documents section of our website at www.citiusonc.com.
Wolf has served as our auditor since we began operations in April 2022 and audited our consolidated financial statements for the years ended September 30, 2023 through September 30, 2025.
THE AUDIT AND RISK COMMITTEE
Dennis McGrath, Chair
Suren Dutia
Robert Smith
Fees Paid to the Independent Registered Public Accounting Firm
Audit Fees
The aggregate audit fees billed for professional services rendered by our auditor, Wolf, an independent registered public accounting firm, for the audit of our financial statements as of and for the years ended September 30, 2025 and 2024, our filings with the SEC and other audit fees were $271,250 and $157,080, respectively.
Audit Related Fees
The aggregate audit related fees billed for professional services by Wolf for the years ended September 30, 2025 and 2024 were $205,250 and $229,900, respectively.
Tax Fees
There were no tax fees billed for professional services by Wolf for the years ended September 30, 2025 and 2024. Tax fees are for the preparation of federal and state income tax returns.
All Other Fees
No other fees were billed by or paid to Wolf during the years ended September 30, 2025 and 2024.
Pre-Approval Policies and Procedures of Audit and Non-Audit Services of Independent Registered Public Accounting Firm
All fees reported above under the headings Audit Fees, Audit Related Fees, Tax Fees and All Other Fees were approved by the Audit and Risk Committee before the respective services were rendered, which concluded that the provision of such services was compatible with the maintenance of the independence of Wolf in the conduct of its auditing functions.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than as set forth below, there were no transactions since October 1, 2023, to which the Company was or is a party in which:
| ● | the amount involved exceeded or exceeds the lesser of (i) $120,000 and (ii) one percent of the average of our total assets at year end for the last two completed fiscal years; and |
| ● | any of our directors or executive officers, any holder of 5% of our capital stock or any member of their immediate family had or will have a direct or indirect material interest. |
Agreements with Citius Pharma
The Company and Citius Pharma operate separately, although Citius Pharma continues to control the Company. In connection with the Merger, Citius Pharma and Citius Oncology entered into various agreements to effect the framework for the Company’s relationship with Citius Pharma, including the A&R Shared Services Agreement.
A&R Shared Services Agreement
In connection with the Merger, the Company and Citius Pharma entered into an A&R Shared Services Agreement, pursuant to which Citius Pharma and its affiliates provide to the Company the services set forth therein, which services are of the type that Citius Pharma provided to the Company prior to the Merger, including services relating to information technology, facilities, accounting and finance, business development, investor relations, human resources, and other corporate and administrative functions, as well as certain scientific services. The fees for each of the services are set forth in the A&R Shared Services Agreement as an aggregate quarterly fee of approximately $940,000, and the Company reimburses Citius Pharma for all reasonable out-of-pocket costs and expenses that it incurs in connection with providing the services. The A&R Shared Services Agreement will terminate on the earlier of (i) mutual agreement of the parties or (ii) two years from the Merger; provided that the agreement automatically extends for additional one-year periods unless the Company or Citius Pharma provides at least 30 days prior written notice of its desire not to automatically extend the term.
Promissory Note between the Company and Citius Pharma
In connection with the closing of the Merger, Citius Pharma contributed $10,000,000 in cash to the Company, comprised of $3,800,111 in working capital of the Company, funding $6,199,889 of transaction expenses of the parties to the Merger Agreement, and $1,077,026 for the purchase of TenX Rights prior to the Closing of the transaction (which converted into 422,353 shares of common stock at closing). Such capital contribution is evidenced by an unsecured promissory note (the “Note”) issued by the Company, dated August 16, 2024, in the principal amount of $3,800,111 to Citius Pharma. The Note bears no interest and prior to September 10, 2025, was repayable in full upon a financing of at least $10 million by the Company, per the terms of the Note. On September 10, 2025, the Note was amended to be repayable in full at the date on which the Company has closed a series of capital raises that in the aggregate provide gross proceeds of at least $30 million through the issuance of debt or equity securities or the royalty-backed monetization of LYMPHIR™. On December 10, 2025, the Note was amended to provide that the maturity of the Note would be the date at which the Company has closed a series of capital raises that in the aggregate provide gross proceeds of at least $50 million through the issuance of debt or equity securities or the royalty-backed monetization of LYMPHIR™.
On May 4, 2026, in connection with a loan agreement with Avenue Growth Lending, Fund III, L.P. and Avenue Venture Opportunities Fund II, L.P. (the “Senior Debt”) the Note was amended to, among other things, (i) conform the payment and maturity provisions of the Note to the subordination agreement entered into in connection with the Senior Debt, such that the entire unpaid principal balance of the Note shall be payable on a date that is 91 days after the Senior Debt has been fully paid and the loan agreement has been terminated, (ii) eliminate all prior maturity triggers related to capital raises, issuances of debt or equity securities, or royalty-backed monetizations, (iii) prohibit prepayment of the Note in cash prior to the new maturity date, and (iv) add a voluntary conversion feature allowing Citius Pharma, subject to the Company’s approval, to convert all or a portion of the outstanding principal into shares of common stock at a conversion price equal to $0.90 per share. All other terms of the Note remain the same.
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Procedures for Review and Approval of Transactions with Related Persons
Pursuant to the Audit and Risk Committee charter, the Audit and Risk Committee is responsible for reviewing and approving all related party transactions as defined under Item 404 of Regulation S-K, after reviewing each such transaction for potential conflicts of interests and other improprieties. Our policies and procedures for review and approval of transactions with related persons are in writing in our Code of Ethics and Business Conduct available under the Resources—Governance—Governance Documents section of our website at www.citiusonc.com.
Delinquent Section 16(A) Reports
Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in the ownership of our common stock and other equity securities. Such persons are required to furnish us copies of all Section 16(a) filings. Based solely upon a review of the copies of the forms furnished to us, we believe that our officers, directors and holders of more than 10% of our common stock complied with all applicable filing requirements during the fiscal year ended September 30, 2025, except for Joel Mayersohn who filed a Form 4 on August 7, 2025 that was due on July 30, 2025 to report a distribution in kind to limited partners of 10XYZ Holdings, which was the Sponsor of TenX Keane Acquisition (“TenX”), the legacy entity of Citius Oncology, Inc. on July 28, 2025.
STOCKHOLDER COMMUNICATIONS
Stockholders may send any communications regarding our Company’s business to the Board of Directors in care of our Corporate Secretary at our principal executive offices located at 11 Commerce Drive, First Floor, Cranford, New Jersey 07016. The Secretary will forward all such communications to the addressee.
DEADLINE FOR STOCKHOLDER PROPOSALS FOR 2027 ANNUAL MEETING
Stockholders may present proposals for action at meetings of stockholders only if they comply with the proxy rules established by the SEC and applicable Delaware law. We have not received any stockholder proposals for consideration at our 2026 Annual Meeting of Stockholders.
Under SEC Rule 14a-8, in order for a stockholder proposal to be included in our proxy solicitation materials for the 2027 annual meeting of stockholders, it must be delivered to our principal executive offices located at Corporate Secretary, Citius Oncology, Inc., 11 Commerce Drive, First Floor, Cranford, New Jersey 07016 by April 28, 2027; however, if the date of the 2027 annual meeting of stockholders is changed by more than 30 days from the date of the first anniversary of the 2026 Annual Meeting, then the deadline is a reasonable time before we begin to print and mail our proxy statement for the 2027 annual meeting of stockholders.
In addition, our bylaws require that we be given advance notice of stockholder nominations for election to the Board of Directors and of other matters that stockholders wish to present for action at an annual meeting of stockholders, other than matters included in our proxy statement. Under our bylaws, stockholder proposals to be considered at our next annual meeting, including nominees for director, must be received by us not more than 120 days and not less than 90 days in advance of the date of the next annual meeting of stockholders (assumed to be the anniversary of the previous year’s annual meeting of stockholders). All submissions must comply with all of the requirements of our bylaws and Rule 14a-8 of the Exchange Act.
Eligible stockholders may include a candidate for election to our Board of Directors in our proxy statement for the next annual meeting in accordance with the “proxy access” provisions of our bylaws. Stockholder nominations for directors submitted for inclusion in our proxy statement must be received not less than 90 days (July 1, 2027) nor more than 120 days (June 1, 2027) in advance of the date for the next annual meeting of stockholders (assumed to be the anniversary of the previous year’s annual meeting of stockholders), and must otherwise comply with all of the requirements of the bylaws. In addition to satisfying the foregoing requirements under the Company’s bylaws, in order to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act within the timeframe set forth above and as described in the “proxy access” provisions of our bylaws.
Management’s proxy holders for the 2027 annual meeting of stockholders will have discretion to vote proxies given to them on any stockholder proposal of which our Company does not have notice prior to July 12, 2027.
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DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
The SEC has adopted rules that permit companies to deliver a single copy of proxy materials to multiple stockholders sharing an address unless a company has received contrary instructions from one or more of the stockholders at that address. Upon request, we will promptly deliver a separate copy of proxy materials to one or more stockholders at a shared address to which a single copy of proxy materials was delivered. Stockholders may request a separate copy of proxy materials by contacting us either by calling (908) 967-6677 or by mailing a request to 11 Commerce Drive, First Floor, Cranford, New Jersey 07016. Stockholders at a shared address who receive multiple copies of proxy materials may request to receive or a single copy of proxy materials in the future in the same manner as described above.
ANNUAL REPORT ON FORM 10-K
Our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, as filed with the SEC is accessible free of charge on the SEC’s website at www.sec.gov. It contains audited financial statements covering the fiscal years ended September 30, 2025 and 2024. You can request a copy of our Annual Report on Form 10-K free of charge by calling (908) 967-6677 or by mailing a request to our Corporate Secretary, 11 Commerce Drive, First Floor, Cranford, New Jersey 07016. Please include your contact information with the request.
OTHER MATTERS
The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting, but if other matters properly come before the meeting, the persons named as proxies in the proxy will vote according to their best judgment. Stockholders are requested to vote promptly via the Internet, by telephone or by mail. If you attend the Annual Meeting, you may revoke your proxy at that time and vote in person, if you wish. Otherwise, your proxy will be voted for you.
| By Order of the Board of Directors | |
| /s/ Leonard Mazur | |
| Director, Chief Executive Officer and Chairman |
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DIRECTIONS TO CITIUS ONCOLOGY, INC.
2026 ANNUAL MEETING
AT
11 COMMERCE DRIVE, FIRST FLOOR
CRANFORD, NEW JERSEY 07016
From New York City:
Any Hudson River Crossing to the New Jersey Turnpike South to Route 78 West. From Route 78 West take Exit 52, the Garden State Parkway South to Exit 136 (Linden, Roselle, and Winfield Park). Follow to Centennial Avenue and then Commerce Drive. 11 Commerce Drive is marked accordingly.
From North of Newark:
Take the Garden State Parkway South to Exit 136 (Linden, Roselle, and Winfield Park). Follow to Centennial Avenue and then Commerce Drive. 11 Commerce Drive is marked accordingly.
From South of Newark:
Take the Garden State Parkway North to Exit 136 (Linden, Roselle, and Winfield Park). Follow to Centennial Avenue and then Commerce Drive. 11 Commerce Drive is marked accordingly.
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