DEF 14C 1 ea0292248-def14c_citius.htm DEFINITIVE INFORMATION STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C

(Rule 14c-101)

SCHEDULE 14C INFORMATION STATEMENT

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

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☐	Preliminary Information Statement

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☒	Definitive Information Statement

Citius Oncology, Inc.

(Name of Registrant as Specified In Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐	Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11.

Citius Oncology, Inc.

11 Commerce Drive, 1st Floor

Cranford, NJ 07016

WE ARE NOT ASKING YOU FOR A PROXY

AND YOU ARE REQUESTED NOT TO SEND US A PROXY

NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS

Dear Stockholder:

This notice and the accompanying information statement (the “Information Statement”) is furnished by the Board of Directors (the “Board”) of Citius Oncology, Inc. (“Citius Oncology,” the “Company,” “we” or “us”). The Company, a Delaware corporation, is a public company registered with the Securities and Exchange Commission (the “SEC”). The Information Statement has been filed with the SEC and is being furnished, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to notify the holders of record of our common stock, par value $0.0001 per share (our “Common Stock”), as of the close of business on May 22, 2026 of actions we are taking pursuant to a written consent representing a majority of the voting power of our Common Stock, in lieu of a meeting of stockholders.

Background of Stockholder Actions

On May 5, 2026, the Company entered a Loan and Security Agreement (the “Loan and Security Agreement”) and a Supplement to the Loan and Security Agreement (together with the Loan and Security Agreement, the “Loan Agreement”) with certain institutional lenders (the “Lenders”), pursuant to which term loans in the aggregate principal amount of up to $25.0 million (collectively, the “Loans”) were made available to the Company with (i) $10.0 million funded on May 6, 2026, (ii) up to $7.0 million to be made available to the Company beginning on the later of (A) the date on which certain net revenue and liquidity milestones are achieved and (B) October 1, 2026, and continuing through December 31, 2026 (“Tranche 2”), and (iii) up to $8.0 million to be made available to the Company beginning on the later of (A) the date on which certain additional net revenue milestones are achieved and one or more Tranche 2 Loans have been drawn and (B) January 1, 2027, and continuing through March 31, 2027 (“Tranche 3”).

In connection with the Loans, the Company issued to the Lenders warrants to purchase shares of Common Stock (the “Lender Warrants”). The Lender Warrants entitle the Lenders, in the aggregate, to purchase a number of fully paid and nonassessable shares of Common Stock (the “Lender Warrant Shares”) equal to the sum of $1 million, plus (i) 10% of the portion of the Tranche 2 Loans actually funded by the Lenders, plus (ii) 10% of the portion of the Tranche 3 Loans actually funded by Lenders, divided by the exercise price of $0.90.

Additionally, pursuant to the Loan Agreement, the Lenders will have the right, at any time while any Loan is outstanding, to convert up to its pro rata share of $4.0 million of the outstanding principal of the Loans (the “Conversion Option”) into shares of the Common Stock at a price per share equal to 120% of the exercise price of the Lender Warrants (the “Conversion Price”), subject to certain terms and conditions, including beneficial ownership limitations.

Additionally, on May 6, 2026, the Company closed a warrant inducement transaction (the “Warrant Inducement”) wherein the Company issued to an institutional investor (the “Investor”) warrants (the “May Common Warrants”) to purchase up to 25,555,556 shares of our Common Stock as a part of the inducement to the Investor for exercising previously issued warrants. The May Common Warrants have an exercise price of $0.90 per share and are exercisable commencing on the date of stockholder approval. In addition, the Company issued warrants to the placement agent or its designees (the “May PA Warrants”, together with the May Common Warrants, the “May Warrants”) to purchase up to 894,444 shares of Common Stock (the “May PA Warrant Shares”) on substantially the same terms as the May Common Warrants, except with an exercise price of $1.125 per share and expiration date five years from the commencement of sales in the Warrant Inducement. As used herein, “May Warrant Shares” means, collectively, the shares of Common Stock issuable upon exercise of the May Warrants.

In connection with the Warrant Inducement, the Company and the Investor entered into a letter agreement (the “Warrant Amendment Agreement”) for the purpose of amending outstanding warrants originally issued on December 10, 2025 (the “December Warrants”) to purchase up to a remaining 15,697,024 shares of Common Stock (the “December Warrant Shares” and together with the Lender Warrant Shares and the May Warrant Shares, the “Warrant Shares”). Pursuant to the Warrant Amendment Agreement, as a part of the inducement to the Investor for exercising previously issued warrants, the terms of the December Warrants (the “Amended Warrants”) were amended as follows: (i) the exercise price of the Amended Warrants was lowered to $0.90 per share, (ii) the Amended Warrants will not be exercisable until the receipt of stockholder approval, and (iii) the original expiration date of the Amended Warrants was extended to five years following the receipt of such stockholder approval. The Warrant Amendment Agreement became effective on May 5, 2026.

The exercise of the Conversion Option, as well as the exercise of the Lender Warrants, May Warrants and Amended Warrants, respectively, and the issuance of the shares thereunder, are subject to stockholder approval in accordance with Nasdaq Listing Rule 5635(d) of The Nasdaq Stock Market LLC (“Nasdaq”). As a result, in the absence of stockholder approval, we may not issue shares of Common Stock to the Lenders upon the exercise of the Conversion Option or any Warrant Shares to the holders upon exercise of the Lender Warrants, May Warrants or the Amended Warrants.

Purpose of Information Statement

The purpose of the Information Statement is to inform the stockholders of the Company that on May 22, 2026, pursuant to Section 228 of the Delaware General Corporation Law (“DGCL”), the holder of a majority of the issued and outstanding shares of our Common Stock approved the issuance of Common Stock upon exercise of the Conversion Option (the “Conversion Option Issuance”), as well as the issuance of the Warrant Shares upon exercise of the Lender Warrants, May Warrants or the Amended Warrant pursuant to their respective terms (the “Warrant Shares Issuance”), in accordance with Nasdaq Listing Rule 5635(d) by written consent (the “Stockholder Written Consent”). Our Board approved the Conversion Option Issuance in connection with the Loans and the Warrant Shares Issuance related to the Warrant Inducement, each on May 5, 2026, and approved the filing of this Information Statement on May 29, 2026.

No action is required by you. The accompanying Information Statement is being furnished only to inform our stockholders of the Stockholder Written Consent described above before the approval of the Conversion Option Issuance and the Warrant Shares Issuance takes effect in accordance with Rule 14c-2, promulgated under the Securities Exchange Act. The actions taken by written consent of the majority of our stockholders will not become effective until June 18, 2026, which is the date that is twenty (20) calendar days after this Information Statement is first mailed or otherwise delivered to holders of our capital stock as of the record date.

The entire cost of furnishing the Information Statement will be borne by the Company.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF THE INFORMATION STATEMENT

The full text of the Information Statement is made available with this mailing and on our website at https://citiusonc.com/financials/sec-filings/.

NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THE INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

There are no stockholder dissenters’ or appraisal rights in connection with any of the matters discussed in the accompanying Information Statement. Please read this Information Statement carefully and entirely. It describes the terms of the actions taken by the stockholders. Although you will not have an opportunity to vote on the approval of the Conversion Option Issuance and the Warrant Shares Issuance, the Information Statement contains important information about these corporate actions.

May 29, 2026	By Order of the Board of Directors

	/s/ Leonard Mazur
	Director, Chief Executive Officer and Chairman

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE CONVERSION OPTION ISSUANCE OR THE WARRANT SHARES ISSUANCE, PASSED UPON THE MERITS OR FAIRNESS OF THE CONVERSION OPTION ISSUANCE OR THE WARRANT SHARES ISSUANCE, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THIS INFORMATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Information Statement is dated May 29, 2026 and is first made available to our stockholders on or about May 29, 2026.

Citius Oncology, Inc.

11 Commerce Drive, 1st Floor

Cranford, NJ 07016

INFORMATION STATEMENT

REGARDING CORPORATE ACTION TAKEN BY WRITTEN CONSENT

IN LIEU OF SPECIAL MEETING

NO VOTE OR OTHER CONSENT OF OUR STOCKHOLDERS IS SOLICITED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

Questions and Answers about this Information Statement:

Why am I receiving this Information Statement?

This Information Statement is being furnished by the Board of Citius Oncology, Inc. on or about May 29, 2026, to the holders of record of the outstanding shares of our Common Stock at the close of business on May 22, 2026 (the “Record Date”). The purpose of this Information Statement is to inform Citius Oncology’s stockholders of the Stockholder Written Consent.

The actions contemplated by the Stockholder Written Consent are being taken without a prior stockholder meeting or vote in accordance with the DGCL, the Company’s Certificate of Incorporation and Bylaws, each as amended. The Company’s Certificate of Incorporation does not prohibit stockholder action by written consent. This Information Statement is being furnished to non-consenting stockholders in accordance with Section 228(e) of the DGCL and Rule 14c-2 under the Exchange Act. This Information Statement is being mailed on or about May 29, 2026, to the stockholders of the Company as of the Record Date.

What was approved by the Stockholder Written Consent?

As described more fully herein, on May 22, 2026 the holder of a majority of the issued and outstanding shares of our Common Stock approved (i) the issuance of shares of the Company’s Common Stock upon exercise of Lender Warrants, (ii) the issuance of Common Stock upon exercise of the Conversion Option, (iii) the issuance of shares of the Company’s Common Stock upon exercise of the May Warrants and (iv) the issuance of shares of the Company’s Common Stock upon the exercise of the Amended Warrant, each in accordance with Nasdaq Listing Rule 5635(d). Our Board approved the Conversion Option Issuance in connection with the Loans and the Warrant Shares Issuance related to the Warrant Inducement, each on May 5, 2026.

What vote was obtained to approve the Items described in this Information Statement?

Section 228 of the DGCL provides that, unless a company’s certificate of incorporation provides otherwise, stockholders may take any action without a meeting of stockholders, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by stockholders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize and take such action at a meeting at which all shares entitled to vote thereon were present and voted.

As of the Record Date, 92,981,204 shares of our Common Stock were issued and outstanding. Each share of our Common Stock is entitled to one vote. Pursuant to Section 228 of the DGCL, as outlined above, at least a majority of the voting equity of the Company, or at least 46,490,603 votes, are required to approve the corporate actions by written consent. Our majority stockholder, Citius Pharmaceuticals, Inc. (“Citius Pharma”), who, as of the Record Date, held 66,049,615 shares of Common Stock, representing approximately 71.0% of the voting equity of the Company, has voted in favor of the Conversion Option Issuance and the Warrant Shares Issuance, thereby satisfying the requirement pursuant to the DGCL that at least a majority of the voting equity vote in favor of a corporate action by written consent.

Accordingly, we have obtained all necessary corporate approval in connection with the Conversion Option Issuance and the Warrant Shares Issuance. We are not seeking written consent from any other stockholder, and the other stockholders will not be given an opportunity to vote with respect to the actions described in this Information Statement. This Information Statement is furnished solely for the purposes of advising stockholders of the action approved by the Stockholder Written Consent and giving stockholders notice as required by Delaware law and the Exchange Act.

The Conversion Option Issuance and the Warrant Shares Issuance were approved by the Stockholder Written Consent of the holder of a majority of our voting stock. Accordingly, there will be no stockholders’ meeting.

Are there interested parties with respect to the Stockholder Written Consent?

None of the directors or executive officers of the Company have any substantial interest resulting from the Conversion Option Issuance or the Warrant Shares Issuance that is not shared by all other stockholders, pro rata, and in accordance with their respective interests. We are not aware of any substantial interest, direct or indirect, by any security holders or otherwise, that is in opposition to matters of action being taken.

Do I have dissenter’s rights?

Pursuant to the DGCL, stockholders have no appraisal or dissenters’ rights in connection with the Conversion Option Issuance or the Warrant Shares Issuance.

Why was the Conversion Option Issuance and the Warrant Shares Issuance approved via the Stockholder Written Consent?

The Board has determined to pursue stockholder action by majority written consent of those shares entitled to vote as of the Record Date to reduce the costs and management time required to hold a special meeting of stockholders, and to implement the above actions in a timely manner and as required by the Loan Agreement and the agreements for the Warrant Inducement.

When will the Conversion Option Issuance and the Warrant Shares Issuance be effective?

In accordance with Rule 14c-2 of the Exchange Act, the approval of the Conversion Option Issuance and the Warrant Shares Issuance described herein will become effective on June 18, 2026, which is the date that is twenty (20) calendar days after this Information Statement is first mailed or otherwise delivered to holders of our Common Stock as of the Record Date.

We are not seeking written consent from any stockholders other than as set forth above, and our other stockholders will not be given an opportunity to vote with respect to the actions taken. All necessary corporate approvals have been obtained, and this Information Statement is furnished solely for the purpose of advising stockholders of the actions taken by the Stockholder Written Consent and giving stockholders advance notice of the actions taken.

FORWARD-LOOKING STATEMENTS

This Information Statement contains “forward-looking statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, plans, strategies, predictions, or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors discussed from time to time in this Information Statement, including the risks described under “Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2025, filed with the SEC on December 23, 2025. In addition, such statements could be affected by risks and uncertainties related to:

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our independent registered public accounting firm’s report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern;

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our need for substantial additional funds and our ability to raise those funds;

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our ongoing evaluation of strategic alternatives;

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our ability to successfully commercialize LYMPHIR, including covering the costs of licensing payments, product manufacturing and other third-party goods and services;

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the ability of LYMPHIR or any of our future product candidates to impact the quality of life of our target patient populations;

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the estimated markets for LYMPHIR or any of our future product candidates and the acceptance thereof by any market;

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our ability to recognize the anticipated benefits of the August 2024 reverse merger whereby we became a standalone publicly traded company and majority-owned subsidiary of Citius Pharma, which may not be realized fully, if at all, or may take longer to realize than expected;

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our ability to procure cGMP commercial-scale supply;

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our ability to regain compliance with the continued listing requirements of Nasdaq;

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our ability to obtain, perform under and maintain financing and strategic agreements and relationships;

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our ability to manage and grow our business and execution of our business and growth strategies; and

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our ability to recruit qualified management and technical personnel to carry out our operations.

Any forward-looking statements speak only as of the date on which they are made, and, except as may be required under applicable securities laws, we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the filing date of this Information Statement.

ITEM I: APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK

UPON EXERCISE OF THE LENDER WARRANTS

Background

On May 5, 2026, the Company entered the Loan Agreement with the Lenders, pursuant to which the Loans were made available to the Company. In connection with the Loans, the Company issued to the Lenders the Lender Warrants. The Lender Warrants entitle the Lenders, in the aggregate, to purchase a number of fully paid and nonassessable shares of Common Stock equal to the sum of $1 million, plus (i) 10% of the portion of the Tranche 2 Loans actually funded by the Lenders, plus (ii) 10% of the portion of the Tranche 3 Loans actually funded by Lenders, divided by the exercise price of $0.90. The issuance of the shares underlying the Lender Warrants is subject to stockholder approval.

In order to obtain such stockholder approval, the Company agreed to seek stockholder approval by written consent or hold an annual or special meeting of stockholders on or prior to the date that is forty-five (45) days following May 5, 2026 for the purpose of obtaining stockholder approval. Subject to any statutory restrictions or restrictions under the Nasdaq Capital Market rules and regulations that would prevent such registration, the Company has agreed to register for resale the Lender Warrant Shares upon request.

The foregoing description of the Loan and Security Agreement and the Supplement to the Loan and Security Agreement is not complete and you are encouraged to refer to the full text of each, which were filed as Exhibit 10.4 and Exhibit 10.5, respectively, to our Current Report on Form 8-K filed on May 6, 2026 (the “May Form 8-K”). The Lender Warrants and the shares issuable pursuant thereto were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”).

Summary of Terms of the Lender Warrants

Exercisability. The Lender Warrants will be exercisable subject to stockholder approval of the issuance of the shares of Common Stock upon exercise of the Lender Warrants and have a term of five (5) years from the stockholder approval date. The Lender Warrants will be exercisable, at the option of the holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration statement registering the issuance of shares of Common Stock underlying the Lender Warrant under the Securities Act is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately available funds for the number of shares of Common Stock purchased upon such exercise.

Cashless Exercise. In lieu of making the cash payment otherwise contemplated to be made to us upon exercise of the Lender Warrants in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in the Lender Warrants. Additionally, on the expiration date of the Lender Warrants, any Lender Warrants outstanding and unexercised will be automatically exercised via cashless exercise as provided therein. We will not receive any cash proceeds in the event of a cashless exercise of any of the Lender Warrants.

Transferability. Subject to applicable laws and restrictions on transfer to competitors of the Company, the Lender Warrants may be transferred at the option of the holder upon surrender of the Lender Warrants to us together with the appropriate instruments of transfer.

Exchange Listing. There is no trading market available for the Lender Warrants on any securities exchange or nationally recognized trading system. We do not intend to list the Lender Warrants on any securities exchange or nationally recognized trading system.

Right as a Stockholder. Except as otherwise provided in the Lender Warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holders of the Lender Warrants do not have the rights or privileges of holders of our Common Stock, including any voting rights, until they exercise their Lender Warrants.

Beneficial Ownership Limitation. The Lender will not have the right to exercise any portion of its Lender Warrants if the Lender, together with its affiliates, would beneficially own in excess of 4.99% (or 9.99% at the election of the Lender prior to the date of issuance) of the number of shares of common stock outstanding immediately after giving effect to such exercise; provided, however, that upon 61 days’ prior notice to the Company, the Lender may increase or decrease the beneficial ownership limitation, provided that in no event shall the beneficial ownership limitation exceed 9.99%.

Change of Control. In the event of a Change of Control (as defined in the Lender Warrants), the Lender Warrants will be automatically exercised in full immediately prior to consummation, for the maximum number of shares as if exercised for cash, and the warrant will terminate upon delivery of such shares.

Effect of the Issuance of the Warrant Shares

The potential issuance of the Warrant Shares would result in a substantial and significant increase in the number of shares of our Common Stock outstanding, and our stockholders will incur substantial dilution of their percentage ownership to the extent that the holders of the Lender Warrants exercise their Lender Warrants.

Nasdaq Listing Requirements and Reason for Stockholder Approval

The issuance of shares of Common Stock underlying the Lender Warrants is subject to stockholder approval in accordance with Nasdaq Listing Rule 5635(d).

The Common Stock is currently listed on the Nasdaq Capital Market and, as such, we are subject to the Nasdaq rules. Nasdaq Listing Rule 5635(d) requires a company obtain stockholder approval prior to the issuance of shares of common stock in connection with certain non-public offerings involving the sale, issuance or potential issuance of shares of common stock (and/or securities convertible into or exercisable for shares of common stock) equal to 20% or more of the shares of capital stock outstanding prior to such issuance where the price of the common stock to be issued at a discount. Shares of common stock issuable upon the exercise or conversion of warrants or other equity securities issued or granted in such non-public offerings will be considered shares issued in such a transaction in determining whether the 20% limit has been reached. Pursuant to Nasdaq guidance, a company must attribute a value of $0.125 to each share of common stock underlying a warrant for the purposes of determining whether the warrant is issued at a discount. The five-day average of the Nasdaq official closing price of our common stock on May 5, 2026, which immediately preceded the signing of the Loan Agreement, was $0.90.

We cannot predict whether or when the Lenders will exercise the Lender Warrants. For this reason, we are unable to accurately forecast or predict with any certainty the total amount of Common Stock that may ultimately be issued upon exercise of the Lender Warrants. However, the number of shares of Common Stock to be issued upon exercise of the Lender Warrants could result in the issuance of a number of shares exceeding the threshold and pricing for which stockholder approval is required under Nasdaq Listing Rule 5635(d), if Nasdaq were to aggregate the shares with the Conversion Option Issuance and the other Warrant Shares Issuance described in this Information Statement. Therefore, the issuance of the shares underlying the Lender Warrants was approved by our board of directors and the majority of our stockholders to ensure compliance with Nasdaq Listing Rule 5635(d).

ITEM II: APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK

UPON EXERCISE OF THE CONVERSION OPTION

Background

Pursuant to the Loan Agreement, the Lenders will have the right, at any time while any Loan is outstanding, to exercise the Conversion Option and convert up to its pro rata share of $4.0 million of the outstanding principal of the Loans into shares of the Common Stock at the Conversion Price, or $1.08, subject to certain terms and conditions, including beneficial ownership limitations.

The foregoing description of the Loan and Security Agreement and the Supplement to the Loan and Security Agreement is not complete and you are encouraged to refer to the full text of each, which were filed as Exhibit 10.4 and Exhibit 10.5, respectively, to the May Form 8-K. The Conversion Option and the shares issuable pursuant thereto were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act.

Effect of the Issuance of Common Stock pursuant to the Conversion Option

The potential issuance of the Common Stock would result in a substantial and significant increase in the number of shares of our Common Stock outstanding, and our stockholders will incur substantial dilution of their percentage ownership to the extent that the Lenders exercise their Conversion Option.

Nasdaq Listing Requirements and Reason for Stockholder Approval

The issuance of shares of Common Stock pursuant to the Conversion Option is subject to stockholder approval in accordance with Nasdaq Listing Rule 5635(d).

We cannot predict whether or when the Lenders will exercise the Conversion Option. For this reason, we are unable to accurately forecast or predict with any certainty the total amount of Common Stock that may ultimately be issued upon exercise of the Conversion Option. However, the number of shares of Common Stock to be issued upon exercise of the Conversion Option could result in the issuance of a number of shares exceeding the threshold and pricing for which stockholder approval is required under Nasdaq Listing Rule 5635(d), if Nasdaq were to aggregate the shares with the Warrant Shares Issuance described in this Information Statement. Therefore, the issuance of the shares pursuant to the Conversion Option was approved by our board of directors and the majority of our stockholders to ensure compliance with Nasdaq Listing Rule 5635(d).

ITEM III: APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK

UPON EXERCISE OF WARRANTS ISSUED IN MAY 2026

Background

On May 6, 2026, the Company closed the Warrant Inducement, wherein the Company issued to the Investor the May Common Warrant to purchase up to 25,555,556 shares of our Common Stock. The May Common Warrant has an exercise price of $0.90 per share and will be exercisable commencing on the date of stockholder approval. In addition, the Company issued May PA Warrants to purchase up to 894,444 shares of Common Stock with an exercise price of $1.125 per share.

In order to obtain such stockholder approval, we agreed to seek stockholder approval by written consent or hold an annual or special meeting of stockholders on or prior to the date that is ninety (90) days following May 6, 2026 for the purpose of obtaining stockholder approval, and shall seek stockholder approval by written consent or call a meeting every ninety (90) days thereafter to seek stockholder approval until the earlier of the date on which stockholder approval is obtained or the May Warrants are no longer outstanding.

The foregoing description of the May Warrants and the May Warrant Shares is not complete and you are encouraged to refer to the full text of the May Common Warrants and the May PA Warrants and the agreements for the Warrant Inducement, which were filed as Exhibits 4.1, 4.2, 10.1, and 10.2, respectively, to our May Form 8-K. The May Warrants and the May Warrant Shares were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”).

Summary of Terms of the May Warrants

Exercisability. The May Warrants will be exercisable upon receipt of stockholder approval of the issuance of the shares of Common Stock issuable upon exercise of the May Warrants and will have a term of five (5) years from the stockholder approval date in the case of the May Common Warrant, and five (5) years from the commencement of sales in the Warrant Inducement in the case of the May PA Warrants. The May Warrants will be exercisable, at the option of the holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration statement registering the issuance of shares of Common Stock underlying the May Warrants under the Securities Act is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately available funds for the number of shares of Common Stock purchased upon such exercise.

Cashless Exercise. If a registration statement is not effective at the time of exercise or if a prospectus is not available for the issuance of shares of Common Stock to the holder, in lieu of making the cash payment otherwise contemplated to be made to us upon exercise of a May Warrant in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in the May Warrants. Additionally, on the expiration date of the May Warrants, any May Warrants outstanding and unexercised will be automatically exercised via cashless exercise as provided therein. We will not receive any cash proceeds in the event of a cashless exercise of any of the May Warrants.

Transferability. Subject to applicable laws, the May Warrants may be transferred at the option of the holder upon surrender of the May Warrants to us together with the appropriate instruments of transfer.

Exchange Listing. There is no trading market available for the May Warrants on any securities exchange or nationally recognized trading system. We do not intend to list the May Warrants on any securities exchange or nationally recognized trading system.

Right as a Stockholder. Except as otherwise provided in the May Warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holders of the May Warrants do not have the rights or privileges of holders of our Common Stock, including any voting rights, until they exercise their May Warrants.

Beneficial Ownership Limitation. The holder will not have the right to exercise any portion of its May Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or 9.99% at the election of the holder prior to the date of issuance) of the number of shares of common stock outstanding immediately after giving effect to such exercise; provided, however, that upon 61 days’ prior notice to the Company, the hodler may increase or decrease the beneficial ownership limitation, provided that in no event shall the beneficial ownership limitation exceed 9.99%.

Fundamental Transaction. In the event of a fundamental transaction, as described in the May Warrants and generally including any reorganization, recapitalization or reclassification of our Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Common Stock, or any person or group becoming the beneficial owner of more than 50% of the voting power represented by our outstanding Common Stock, the holders of the May Warrants will be entitled to receive upon exercise of the May Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the May Warrants immediately prior to such fundamental transaction. Notwithstanding the foregoing, in the event of a fundamental transaction, the holders of the May Warrants, have the right to require us or a successor entity to redeem the May Warrants for cash in the amount of the Black-Scholes Value (as defined in the May Warrants) of the unexercised portion of the May Warrants. However, in the event of a fundamental transaction which is not in our control, including a fundamental transaction not approved by our board of directors, the holders of the May Warrants will only be entitled to receive from us or our successor entity, as of the date of consummation of such fundamental transaction the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the May Warrants that is being offered and paid to the holders of our Common Stock in connection with the fundamental transaction, whether that consideration is in the form of cash, stock or any combination of cash and stock, or whether the holders of our Common Stock are given the choice to receive alternative forms of consideration in connection with the fundamental transaction.

Effect of the Issuance of the May Warrant Shares

The potential issuance of the May Warrant Shares would result in a substantial and significant increase in the number of shares of our Common Stock outstanding, and our stockholders will incur substantial dilution of their percentage ownership to the extent that the holders of the May Warrants exercise their May Warrants.

Nasdaq Listing Requirements and Reason for Stockholder Approval

The issuance of shares of the Common Stock underlying the May Warrants is subject to stockholder approval in accordance with Nasdaq Listing Rule 5635(d).

Our Common Stock is currently listed on the Nasdaq Capital Market and, as such, we are subject to the Nasdaq rules. Nasdaq Listing Rule 5635(d) requires a company to obtain stockholder approval prior to the issuance of shares of common stock in connection with certain non-public offerings involving the sale, issuance or potential issuance of shares of common stock (and/or securities convertible into or exercisable for shares of common stock) equal to 20% or more of the shares of capital stock outstanding prior to such issuance where the price of the common stock to be issued at a discount. Shares of common stock issuable upon the exercise or conversion of warrants or other equity securities issued or granted in such non-public offerings will be considered shares issued in such a transaction in determining whether the 20% limit has been reached. Pursuant to Nasdaq guidance, a company must attribute a value of $0.125 to each share of common stock underlying a warrant for the purposes of determining whether the warrant is issued at a discount. The five-day average of the Nasdaq official closing price of our common stock on May 5, 2026, which immediately preceded the signing of the binding agreements in the Warrant Inducement, was $0.90.

We cannot predict whether or when the holders will exercise the May Warrants. For this reason, we are unable to accurately forecast or predict with any certainty the total amount of Common Stock that may ultimately be issued upon exercise of the May Warrants. However, the number of shares of Common Stock to be issued upon exercise of the May Warrants could result in the issuance of a number of shares exceeding the threshold and pricing for which stockholder approval is required under Nasdaq Listing Rule 5635(d), if Nasdaq were to aggregate the shares with the Conversion Option and other Warrant Shares Issuance described in this Information Statement. Therefore, the issuance of the May Warrant Shares was approved by our board of directors and the majority of our stockholders to ensure compliance with Nasdaq Listing Rule 5635(d).

ITEM IV: APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK

UPON EXERCISE OF THE AMENDED WARRANT

Background

In connection with the Warrant Inducement, the Company and the Investor entered into the Warrant Amendment Agreement for the purpose of amending the December Warrants to purchase up to the remaining 15,697,024 shares of Common Stock issued to the Investor by the Company pursuant to a securities purchase agreement (the “December Purchase Agreement”) in a warrant inducement transaction on December 10, 2025. The December Warrants had an exercise price of $1.09 per share and were exercisable six months from the date of issuance.

Pursuant to the Warrant Amendment Agreement, as a part of the inducement to the Investor for exercising previously issued warrants, the terms of the Amended Warrants were amended as follows: (i) the exercise price of the Amended Warrants was lowered to $0.90 per share, (ii) the Amended Warrants will not be exercisable until the receipt of stockholder approval, and (iii) the original expiration date of the Amended Warrants was extended to five years following the receipt of such stockholder approval. The Warrant Amendment Agreement became effective on May 5, 2026.

In order to obtain such stockholder approval, the Company agreed to seek stockholder approval by written consent or hold an annual or special meeting of stockholders within 90 days of the closing of the Warrant Inducement.

The foregoing description of the Warrant Amendment Agreement, the Amended Warrants, and the December Purchase Agreement is not complete and you are encouraged to refer to the full text of each. The Warrant Amendment Agreement was filed as Exhibit 10.2 to the May Form 8-K. The Form of December Warrant and the December Purchase Agreement were filed as Exhibits 4.1 and 10.2, respectively, to the Company’s Current Report on Form 8-K, filed on December 10, 2025.

Summary of Terms of the Amended Warrants

The terms of the Amended Warrants are the same terms as the May Common Warrants (see Item III for a summary of terms).

Effect of the Issuance of the Warrant Shares

Nasdaq Listing Requirements and Reason for Stockholder Approval

The issuance of shares of Common Stock underlying the Amended Warrants is subject to stockholder approval in accordance with Nasdaq Listing Rule 5635(d).

We cannot predict whether or when the Investor will exercise the Amended Warrants. For this reason, we are unable to accurately forecast or predict with any certainty the total amount of Common Stock that may ultimately be issued upon exercise of the Amended Warrants. However, the number of shares of Common Stock to be issued upon exercise of the Amended Warrants could result in the issuance of a number of shares exceeding the threshold and pricing for which stockholder approval is required under Nasdaq Listing Rule 5635(d), if Nasdaq were to aggregate the shares with the Conversion Option and other Warrant Shares Issuance described in this Information Statement. Therefore, the issuance of the shares underlying the Amended Warrants was approved by our board of directors and the majority of our stockholders to ensure compliance with Nasdaq Listing Rule 5635(d).

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the amount of our Common Stock beneficially owned as of May 22, 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 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		4.1	%
Myron Holubiak⁽⁴⁾		1,600,000		1.7	%
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		*
Myron Czuczman⁽⁴⁾		1,533,333		1.6	%
*All directors and executive officers as a group (10 people)⁽⁶⁾*		10,129,561		9.8	%

5% Holders
Citius Pharmaceuticals, Inc.		66,049,615		71.0	%

(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 May 22, 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 May 22, 2026.

(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 May 22, 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 May 22, 2026.

(6)

Consists of: (i) 21,228 shares of Common Stock, and (ii) 10,129,561 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 May 22, 2026.

DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS

The SEC has adopted rules that permit companies to deliver a single copy of information statements or 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 this Information Statement to one or more stockholders at a shared address to which a single copy of the Information Statement was delivered. Stockholders may request a separate copy of the Information Statement 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 an information statement or proxy materials may request to receive or a single copy of information statements or proxy materials in the future in the same manner as described above.

ADDITIONAL AVAILABLE INFORMATION

Financial and other information about our Company is available on our website at www.citiusonc.com. We make available on our website, free of charge, copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it, to the SEC. All reports we file with the SEC are available free of charge via EDGAR through the SEC website at www.sec.gov. We have included the web addresses of Citius Oncology and the SEC as inactive textual references only. Except as specifically incorporated by reference into this Information Statement, information on these websites is not part of this filing.

As a matter of regulatory compliance, we are sending you this Information Statement that describes the purpose and effect of the Stockholder Written Consent. Your consent to the Stockholder Written Consent is not required and is not being solicited in connection with the Stockholder Written Consent. This Information Statement is intended to provide our stockholders with information required by the rules and regulations of the Exchange Act.

SEC Form DEF 14C filed by Citius Oncology Inc.