On December 9, 2025 Citius Oncology, Inc. ("Citius Oncology" or the "Company") (Nasdaq: CTOR), the oncology-focused subsidiary of Citius Pharmaceuticals, Inc. ("Citius Pharma") (Nasdaq: CTXR), reported that it has entered into a definitive agreement with a single healthcare-focused investor for the purchase and sale of 1,284,404 shares of its common stock at a purchase price of $1.09 per share in a registered direct offering priced at-the-market under Nasdaq rules. In addition, the Company has agreed to issue to the investor unregistered warrants to purchase up to 1,284,404 shares of common stock at an exercise price of $1.09 per share, which will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares of common stock upon exercise of the warrants and will expire five years from the date of stockholder approval.
Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:
Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing
Schedule Your 30 min Free Demo!
Concurrently with the registered direct offering, in a private placement priced at-the-market under Nasdaq rules, the Company entered into a definitive agreement with the investor for the purchase and sale of 15,229,358 shares of common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to 15,229,358 shares of the Company’s common stock at a purchase price of $1.09 per share and accompanying warrant. The warrants to be issued in the private placement have an exercise price of $1.09 per share, will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares of common stock upon exercise of the warrants and will expire five years from the date of stockholder approval.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offerings.
The closing of the offerings is expected to occur on or about December 10, 2025, subject to the satisfaction of customary closing conditions. The gross proceeds from the offerings, before deducting the placement agent’s fees and other offering expenses payable by the Company, are expected to be approximately $18 million. The Company intends to use the net proceeds from the offerings to support the commercial launch of LYMPHIR and for working capital and general corporate purposes.
The shares of common stock (but not the shares of common stock and pre-funded warrants to be issued in the private placement and the unregistered warrants and the shares of common stock underlying the unregistered warrants) being offered in the registered direct are being offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-289979) that was declared effective by the Securities and Exchange Commission (the "SEC") on September 4, 2025. The offering of the shares of common stock in the registered direct is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at View Source or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, New York 10022, by phone at (212) 856-5711 or e-mail at [email protected].
The shares of common stock, pre-funded warrants and warrants to be issued in the private placement, as well as the unregistered warrants to be issued to the investor in the registered directed offering, are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying such pre-funded warrants and warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, such securities and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Under a registration rights agreement with the investor, the Company is required to file a registration statement with the SEC covering the resale of the shares of the common stock and shares of common stock underlying the pre-funded warrants to be issued in the private placement and the shares of common stock underlying the warrants to be issued in both offerings.
The Company also has agreed to amend certain existing warrants to purchase up to an aggregate of 11,961,040 shares of the Company’s common stock that were previously issued to the investor in July 2025 and September 2025, with exercise prices of $1.32 and $1.84 per share, respectively, effective upon the closing of the offerings, such that the amended warrants will have a reduced exercise price of $1.09 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the warrants.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
(Press release, Citius Oncology, DEC 9, 2025, View Source [SID1234661327])