Citius Oncology Inc 2024年度报告

FORM 10-K/A(Amendment No. 1) ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the Fiscal Year Ended September 30, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 Commission File Number 001-41534 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.☐Yes☐No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.☐Yes☐No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was requiredto file such reports), and (2) has been subject to such filing requirements for the past 90 days.☐Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).☐Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act bythe registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐` Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☐No The aggregate market value of the voting and non-voting common equity held by non-affiliates of TenX KeaneAcquisition, a Cayman Islands exempted company, our predecessor, computed by reference to the price at which thecommon equity was last sold, or the average bid and asked price of such common equity, as of the last business dayof the registrant’s most recently completed second fiscal quarter (March 28, 2024) was approximately $47,700,000million. Affiliates for the purpose of this item refers to the issuer’s executive officers and directors and/or any persons orfirms (excluding those brokerage firms and/or clearing houses and/or depository companies holding issuer’ssecurities as record holders only for their respective clients’ beneficial interest) owning 10% or more of the issuer’scommon stock, both of record and beneficially. Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latestpracticable date: 71,552,402 shares as of December 18, 2024, all of one class of common stock, $0.0001 par value. EXPLANATORY NOTE This Amendment No. 1 to Form 10-K (this “Form 10-K/A”) amends the Annual Report on Form 10-K of CitiusOncology, Inc., a Delaware corporation (the “Company,” “we,” “us,” and “our,” as applicable), for the year endedSeptember 30, 2024, that we originally filed with the Securities and Exchange Commission (the “SEC”) onDecember 27, 2024 (the “Original Filing”). We are filing this Form 10-K/A to provide the information required byItems 10, 11, 12, 13, and 14 of Part III of Form 10-K. We previously omitted this information from the Original Filing in reliance on General Instruction G(3) to Form 10-K. We hereby amend and restate in its entirety Part III ofthe Original Filing. Capitalized terms not otherwise defined in Part III of this Form 10-K/A shall have the samemeanings assigned to those terms in Parts I and II of the Original Filing. Pursuant to the rules of the SEC, Part IV, Item 15 (Exhibit Index) has also been amended to contain the currentlydated certifications from our principal executive officer and principal financial officer pursuant to Section 302 of theSarbanes-Oxley Act of 2002. The certifications of our principal executive officer and principal financial officer areattached