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. 3)
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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 CEO 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 Lorna A. Knick, Esq. 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 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/10/2025 (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 No. | 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)
77.9 % | ||||||||
| 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, First Floor, Cranford,
NEW JERSEY
, 07016. | |
Item 1 Comment:
EXPLANATORY NOTE
On December 10, 2025, the Issuer sold and issued 1,284,404 shares of its common stock, $0.0001 par value per share, in a registered direct offering.
This Amendment No. 3 to the Schedule 13D of the Reporting Person filed on August 16, 2024, as amended on July 25, 2025, and September 12, 2025, amends and supplements the Schedule 13D as specifically set forth herein, to give effect to the issuance of the shares on December 10, 2025. | ||
| 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 77.9% of the Issuer's outstanding common stock, based upon 84,797,846 shares of common stock outstanding as of December 10, 2025. | |
| (b) | The Reporting Person has sole voting and dispositive power of 66,049,615 shares of the Issuer's common stock beneficially owned. | |
| 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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