Citius Oncology Inc美股招股说明书(2025-07-17版)

Citius Oncology, Inc.6,818,182 Shares of Common Stock6,818,182 Warrants to Purchase 6,818,182 Shares of Common Stock6,818,182 Shares of Common Stock underlying the Warrants272,727 Shares of Common Stock Underlying the Placement Agent’s Warrants We are offering 6,818,182 shares of common stock, par value $0.0001 per share (the “Common Stock”), and accompanyingwarrants to purchase 6,818,182 shares of Common Stock (the “Warrants”), at a combined offering price of $1.32 per share ofCommon Stock and accompanying Warrant. Each Warrant will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares uponexercise of the Warrants (the “Warrant Stockholder Approval”), provided however, if the Pricing Conditions (as defined below) aremet, the Warrant Stockholder Approval will not be required and the Warrants will be exercisable upon issuance (the “Initial ExerciseDate”). The Warrants will expire five years from the Initial ExerciseDate. The shares of Common Stock and Warrants will be issued separately and will be immediately separable upon issuance butwill be purchased together in this offering. This prospectus also relates to the shares of common stock issuable upon exercise of thecommon warrants sold in this offering. As used herein “Pricing Conditions” means that the combined public offering price per shareand accompanying common warrant is such that the Warrant Stockholder Approval is not required under the rules of The NasdaqStock Market LLC (“Nasdaq”) because either (i) the offering is an at-the-market offering under the rules of Nasdaq (the “NasdaqRules”) and such price equals or exceeds the sum of (a) the applicable “Minimum Price” per share under Nasdaq Rule 5635(d) plus(b) $0.125 per whole share of common stock underlying the common warrants or (ii) the offering is a discounted offering where thepricing and discount (including attributing a value of $0.125 per whole share underlying the common warrants) meet the pricingrequirements under the Nasdaq Rules. Our Common Stock is traded on Nasdaq under the symbol “CTOR”. There is no established trading market for the Warrantsbeing sold in this offering and we do not expect a market to develop. In addition, we do not intend to list the Warrants on Nasdaq orany other nationally recognized trading system. Without an active trading market, the liquidity of the Warrants will be limited. We expect this offering to be completed not later than two business days following the commencement of this offering andwe will deliver all securities to be issued in connection with this offering upon receipt of investor funds received by us. Accordingly,neither we nor the placement agent have made any arrangements to place investor funds in an escrow account or trust account sincethe placement agent will not receive investor funds in connection with the sale of the securities offered hereunder. We have engaged Maxim Group LLC as our exclusive placement agent (“Maxim” or the “placement agent”) to use itsreasonable best efforts to solicit offers to purchase our securities in this offering. We have agreed to pay the placement agent theplacement agent fees set forth in the table below. See “Plan of Distribution” in this prospectus for more information. (1)Represents a cash fee equal to 7.0% of the aggregate purchase price. We have also agreed to issue to the underwriter, or itsdesignees, at the closing of this offering common share purchase warrants (the “Placement Agent’s Warrants”) to purchase thenumber of common shares equal to 4.0% of the aggregate number of shares of Common Stock sold in this offering. We have alsoagreed to reimburse the placement agent for certain expenses in connection with this offering. See “Plan of Distribution”beginning on page 81 of this prospectus for a description of the compensation to be received by the placement agent. (2)The amount of offering proceeds to us presented in this table does not give effect to any exercise of the Warrants. Investing in our securities involves a high degree of risks, including the risk of losing your entire investment. See “RiskFactors” beginning on page 8 to read about factors you should consider before buying our securities. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. We anticipate that delivery of the shares of Common Stock and Warrants offered hereby against payment on or about July 17,2025. Sole Placement Agent Maxim Group LLC The date of this prospectus is July 16, 2025. TABLE OF CONTENTS PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiSUMMARY OF THE PROSPECTUS1SUMMARY RISK FACTORS3THE OFFERING6RISK FACTORS8USE OF PROCEEDS37CAPITALIZATION38DILUTION39MARKET PRICE OF OUR COMMON STOCK AND DIVIDENDS40MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND