Citius Oncology prices $9 million offering at $1.75 per share

Citius Oncology Inc. (NASDAQ: CTOR) announced it has entered into a securities purchase agreement with a single institutional investor for a registered direct offering of 5,142,858 shares of common stock at $1.75 per share. The oncology-focused subsidiary of Citius Pharmaceuticals Inc. (NASDAQ: CTXR) also agreed to issue warrants to purchase up to 5,142,858 additional shares in a concurrent private placement.

The warrants carry an exercise price of $1.84 per share and will become exercisable six months from issuance, expiring five and one-half years from the date of issuance. The combined offering price for each share and accompanying warrant totals $1.75.

Citius Oncology expects to receive approximately $9.0 million in gross proceeds before deducting placement agent fees and other offering expenses. The transaction is scheduled to close on or about September 10, 2025, subject to customary closing conditions.

Maxim Group LLC serves as the sole placement agent for the offering. The common stock is being offered through a registration statement on Form S-3 filed with the Securities and Exchange Commission on September 2, 2025, and declared effective on September 4, 2025.

The warrants and shares issuable upon their exercise are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933 and have not been registered under federal securities laws.

Citius Oncology's primary asset, LYMPHIR, received FDA approval in August 2024 for treating adults with relapsed or refractory cutaneous T-cell lymphoma who have had at least one prior systemic therapy. Citius Pharmaceuticals owns 84% of Citius Oncology.

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