Amendment: SEC Form SCHEDULE 13D/A filed by Citius Oncology Inc.
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Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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Citius Oncology, Inc. (Name of Issuer) |
Common Shares, $0.0001 par value per share (Title of Class of Securities) |
17331Y109 (CUSIP Number) |
Leonard L. Mazur
Chief Executive Officer, 11 Commerce Drive, 1st Floor
Cranford, NJ, 07016
(908) 967-6677
Chief Executive Officer, 11 Commerce Drive, 1st Floor
Cranford, NJ, 07016
(908) 967-6677
Alexander M. Donaldson, Esq.
4101 Lake Boone Trail, Suite 300,
Raleigh, NC, 27607
(919) 781-4000
4101 Lake Boone Trail, Suite 300,
Raleigh, NC, 27607
(919) 781-4000
Lorna A. Knick, Esq.
4101 Lake Boone Trail, Suite 300,
Raleigh, NC, 27607
(919) 781-4000
4101 Lake Boone Trail, Suite 300,
Raleigh, NC, 27607
(919) 781-4000
Wyrick Robbins Yates & Ponton
4101 Lake Boone Trail, Suite 300,
Raleigh, NC, 27607
(919) 781-4000
4101 Lake Boone Trail, Suite 300,
Raleigh, NC, 27607
(919) 781-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
05/15/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | 17331Y109 |
| 1 |
Name of reporting person
Citius Pharmaceuticals, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
66,049,615.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
71.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
CO
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, $0.0001 par value per share | |
| (b) | Name of Issuer:
Citius Oncology, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
11 Commerce Drive, 1st Floor, Cranford,
NEW JERSEY
, 07016. | |
Item 1 Comment:
EXPLANATORY NOTE
This Amendment No. 4 to the Schedule 13D of the Reporting Person filed on August 16, 2024, as amended on July 25, 2025, September 12, 2025, and December 17, 2025 (this "Amendment"), amends and supplements the Schedule 13D as specifically set forth herein, to report a material decrease in the Reporting Person's percentage beneficial ownership of the Issuer's common stock resulting solely from increases in the Issuer's outstanding shares.
The information provided herein is intended to encompass the information that would have been included in amendments previously required upon the occurrence of the events summarized below. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Person is the beneficial owner of 66,049,615 shares of the Issuer's common stock, which represents approximately 71.0% of the Issuer's outstanding common stock, based upon 92,981,204 shares of common stock outstanding as of May 14, 2026 (per the Issuer's Form 10-Q for the quarter ended March 31, 2026, filed May 15, 2026). The decrease in the Reporting Person's percentage beneficial ownership since Amendment No. 3 resulted solely from increases in the Issuer's outstanding shares of common stock and not from any acquisition or disposition of shares by the Reporting Person.
Additional Event Requiring Amendment
On February 10, 2026, the Issuer reported that 88,275,204 shares of common stock were outstanding (as of such date), as disclosed in its Quarterly Report on Form 10-Q for the quarter ended December 31, 2025. Based on 66,049,615 shares beneficially owned by the Reporting Person, this reflected a decrease in the Reporting Person's percentage beneficial ownership to approximately 74.9%. | |
| (b) | The Reporting Person has sole voting and dispositive power of 66,049,615 shares of the Issuer's common stock beneficially owned.
Note: In its Current Report on Form 8-K filed on May 6, 2026 (the "Form 8-K"), the Issuer disclosed the immediate exercise of warrants for 12,777,778 shares and the issuance of replacement warrants. According to the Form 8-K, such shares are being held in abeyance by the transfer agent due to a 9.99% beneficial ownership limitation and therefore are not included in the outstanding share count used above. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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