UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~June~~December 3031, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 001-41534

Citius Oncology, Inc.

(Exact name of registrant as specified in its charter)

Delaware

99-4362660

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

11 Commerce Drive, First Floor, Cranford, NJ		07016
(Address of principal executive offices)		(Zip Code)

(908) 967-6677

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common stock, $0.0001 par value		CTOR		Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to 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 be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the 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 Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~August~~February 1110, ~~2025~~ 2026, there were 7888,~~370~~275,~~584~~204 shares of common stock, $0.0001 par value, of ~~the~~ the registrant issued and outstanding.

Citius Oncology, Inc.

FORM 10-Q

TABLE OF CONTENTS

~~June 30~~December 31, 2025

		Page	~~Page~~
PART I. FINANCIAL INFORMATION:		1	1
Item 1.	Financial Statements (Unaudited)	~~Financial Statements (Unaudited)~~1	1
		Condensed Consolidated Balance Sheets as of June 30, 2025 and September 30, 2024	1
	Condensed Consolidated Balance Sheets as of December 31, 2025 and September 30, 2025	1
		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended June 30, 2025 and 2024	2
	Condensed Consolidated Statements of Operations for the Three Months Ended December 31, 2025 and 2024	2
		Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended June 30, 2025 and 2024	3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended December 31, 2025 and 2024	3
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2025 and 2024	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2025 and 2024	4
	Notes to Condensed Consolidated Financial Statements	~~Notes to Condensed Consolidated Financial Statements~~5	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~16	12
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	~~Quantitative and Qualitative Disclosures about Market Risk~~21	18
Item 4.	Controls and Procedures	~~Controls and Procedures~~21	18
PART II. OTHER INFORMATION		22	19
Item 1.	Legal Proceedings	~~Legal Proceedings~~22	19
Item 1A.	Risk Factors	~~Risk Factors~~22	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	~~Unregistered Sales of Equity Securities and Use of Proceeds~~22	19
Item 3.	Defaults Upon Senior Securities	~~Defaults Upon Senior Securities~~22	19
Item 4.	Mine Safety Disclosures	~~Mine Safety Disclosures~~22	19
Item 5.	Other Information	~~Other Information~~22	19
Item 6.	Exhibits	~~Exhibits~~23	20
	SIGNATURES	~~SIGNATURES~~24	21

EXPLANATORY NOTE

In this Quarterly Report on Form 10-Q, and unless the context otherwise requires, the “Company,” “Citius Oncology” “we,” “us” and “our” refer to Citius Oncology, Inc. and its wholly-owned subsidiary Citius Oncology Sub Inc., (“Citius Oncology Sub”,) taken as a whole.

LYMPHIR^TM(denileukin diftitox) is our registered trademark. All other trade names, trademarks and service marks appearing in this quarterly report are the property of their respective owners. We have assumed that the reader understands that all such terms are source-indicating. Accordingly, such terms, when first mentioned in this report, appear with the trade name, trademark or service mark notice and then throughout the remainder of this report without trade name, trademark or service mark notices for convenience only and should not be construed as being used in a descriptive or generic sense.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, 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 Report and in other documents which we file with the Securities and Exchange Commission (the “SEC”). In addition, such statements could be affected by risks and uncertainties related to:

● 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; ● the Company’s need for substantial additional funds, including for the launch of LYMPHIR, and its ability to raise those funds; ● the ability of the Company to commercialize LYMPHIR, including covering the costs of licensing payments, product manufacturing and other third-party goods and services; ● the ability of the Company to recognize the anticipated benefits of the Merger (as defined herein), which may not be realized fully, if at all, or may take longer to realize than expected; ● our ongoing evaluations of strategic alternatives; ● the ability of the Company to maintain compliance with the continued listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”); ● the ability of LYMPHIR or any of our future product candidates to impact the quality of life of our target patient populations; ● the estimated markets for LYMPHIR or any of our future product candidates and the acceptance thereof by any market; ● our ability to procure cGMP commercial-scale supply; ● our dependence on third-party suppliers; ● risks arising from changes in the fields in which LYMPHIR and any of our future product candidates, if approved, may compete; ● risks relating to the results of research and development activities, including those from our existing and any new pipeline assets; ● ability to obtain, perform under and maintain financing and strategic agreements and relationships; ● the Company’s operating results and financial performance; ● uncertainties relating to preclinical and clinical testing, approval and commercialization of any future product candidates by the Company; ● the Company’s ability to manage and grow our business and execution of our business and growth strategies;

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

● the competitive environment in the life sciences and biotechnology industry; ● failure to maintain, protect and defend the Company’s intellectual property rights; ● changes in government laws and regulations, including laws governing intellectual property, and the enforcement thereof affecting the Company’s business; ● changes in general economic conditions, global trade conditions, including the level of tariffs imposed by governments, geopolitical risk, including as a result of any unexpected global tariffs, pandemic or international conflict, including in the Middle East and between Russia and Ukraine; ● the effect of the transactions on the Company’s business relationships, operating results, and businesses generally; ● volatility in the price of the Company’s securities due to a variety of factors, including the Company’s inability to implement its business plans or meet or exceed our ~~financial~~ongoing ~~projections;~~evaluation ~~● the outcome~~ of ~~any~~strategic ~~litigation related to or arising out of the Merger, or any adverse developments therein or delays or costs resulting therefrom~~alternatives; and ● the other factors discussed in the “Risk Factors” section of our most recent Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC on December 27, 2024, as amended on January 27, 2025, and our most recent Quarterly Report on Form 10-Q for the six months ended March 31, 2025, filed with the SEC on May 14, 2025, and elsewhere in this Report.

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

	●	our ability to maintain compliance with the continued listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”);

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

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

	●	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 Pharmaceuticals, Inc. (“Citius Pharma”), which may not be realized fully, if at all, or may take longer to realize than expected;

	●	our ability to procure cGMP commercial-scale supply;

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

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

	●	our ability to recruit and retain qualified management and technical personnel to carry out our operations; and

●

the other factors discussed in the “Risk Factors” section of our most recent Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on December 23, 2025.

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 Report.

iviii

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CITIUS ONCOLOGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2025			September 30, 2024
	December 31, 2025			September 30, 2025
Current Assets:
Cash and cash equivalents	$	~~112~~7,295,451		$	~~112~~3,924,908
Inventory		17,208,967			8,268,766
Accounts receivable, net of allowances		4,049,111			—
Prepaid expenses		1,100,000			2,700,000
Inventory		22,639,342			22,286,693
Total Current Assets		18,309,079			10,968,878
Prepaid expenses		3,162,940			1,331,280
Total Current Assets		37,146,844			27,542,881
Other Assets:
In-process research and development		73,400,000			73,400,000
In-process research and development, net of accumulated amortization		72,826,562			73,400,000
Total Other Assets		7372,~~400~~826,~~000~~562			73,400,000
Total Assets	$	91109,~~709~~973,~~079~~406		$	84100,~~368~~942,~~878~~881
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	810,~~667~~446,~~419~~900		$	313,~~711~~234,~~622~~684
License payable		2818,~~400~~250,000			2822,~~400~~650,000
Accrued expenses		84,~~458~~518,~~554~~916			—4,093,124
Due to related party		711,~~464~~494,~~362~~578			~~588~~9,~~806~~513,771
Total Current Liabilities		5244,~~990~~710,~~335~~394			3249,~~700~~491,~~428~~579
Deferred tax liability		23,~~520~~049,~~720~~200			12,~~728~~784,~~000~~960
Note payable to related party		3,800,111			3,800,111
Total Liabilities		5951,~~311~~559,~~166~~705			3856,~~228~~076,~~539~~650
Stockholders’ Equity:
Preferred stock - $0.0001 par value; 10,000,000 shares authorized: no shares issued and outstanding		—			—
Common stock - $0.0001 par value; 400,000,000 and 100,000,000 shares authorized at June 30, 2025 and September 30, 2024, respectively; 71,552,402 shares issued and outstanding		7,155			7,155
Common stock - $0.0001 par value; 400,000,000 shares authorized at December 31, 2025 and September 30, 2025; 84,797,846 and 83,513,442 shares issued and outstanding at December 31, 2025 and September 30, 2025, respectively		8,480			8,351
Additional paid-in capital		91127,~~434~~979,~~058~~246			85108,~~411~~897,~~771~~836
Accumulated deficit		(5969,~~043~~574,~~300~~025	)		(3964,~~278~~039,~~587~~956	)
Total Stockholders’ Equity		3258,~~397~~413,~~913~~701			4644,~~140~~866,~~339~~231
Total Liabilities and Stockholders’ Equity	$	91109,~~709~~973,~~079~~406		$	84100,~~368~~942,~~878~~881

See notes to unaudited condensed consolidated financial statements.

CITIUS ONCOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~JUNE~~DECEMBER 3031, 2025 AND 2024

(Unaudited)

	Three Months Ended						~~Nine Months Ended~~
	June 30,			June 30,			June 30,			June 30,
	December 31,			December 31,
	2025			2024			~~2025~~			~~2024~~
Revenues	$	—		$	—		$	—		$	—
Revenue	$	3,944,111		$	—
Operating Expenses
Cost of revenues		(789,208	)		—
Research and development		938,277			1,131,439			5,342,198			3,628,900
Gross Profit		3,154,903			—
General and administrative		1,881,447			1,540,411			7,446,753			4,443,899
Operating Expenses
Stock-based compensation – general and administrative		2,125,237			1,957,000			6,022,287			5,831,000
Research and development		1,018,352			1,264,508
Total Operating Expenses		4,944,961			4,628,850			18,811,238			13,903,799
Amortization of in-process research and development		573,438			—
Operating Loss		(4,944,961	)		(4,628,850	)		(18,811,238	)		(13,903,799	)
General and administrative		2,859,339			3,321,979
Interest expense		160,755			—			160,755			—
Stock-based compensation – general and administrative		3,956,050			1,808,478
Loss before Income Taxes		(5,105,716	)		(4,628,850	)		(18,971,993	)		(13,903,799	)
Total Operating Expenses		8,407,179			6,394,965
Income tax expense		264,240			144,000			792,720			432,000
Operating Loss		(5,252,276	)		(6,394,965	)
Net Loss	$	(5,369,956	)	$	(4,772,850	)	$	(19,764,713	)	$	(14,335,799	)
Other Income (Expense)
Net Loss Per Share - Basic and Diluted	$	(0.08	)	$	(0.07	)	$	(0.28	)	$	(0.21	)
Interest income		28,288			—
Weighted Average Common Shares Outstanding
Interest expense		(45,841	)		—
Basic and diluted		71,552,402			67,500,000			71,552,402			67,500,000
Total Other Income (Expense), Net		(17,553	)		—
Loss before Income Taxes		(5,269,829	)		(6,394,965	)
Income tax expense		264,240			264,240
Net Loss	$	(5,534,069	)	$	(6,659,205	)
Net Loss Per Share - Basic and Diluted	$	(0.06	)	$	(0.09	)
Weighted Average Common Shares Outstanding
Basic and diluted (includes pre-funded warrants from the December 2025 offering)		87,462,385			71,552,402

See notes to unaudited condensed consolidated financial statements.

CITIUS ONCOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~JUNE~~DECEMBER 3031, 2025 AND 2024

(Unaudited)

	Preferred Stock				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance, September 30, 2024		-	$	-		71,552,402	$	7,155	$	85,411,771	$	(39,278,587	)	$	46,140,339
Balance, September 30, 2025		-	$	-		83,513,442	$	8,351	$	108,897,836	$	(64,039,956	)	$	44,866,231
December 2025 sale of common stock and pre-funded warrants, net of costs of $2,872,989		-		-		1,284,404		129		15,125,360		-			15,125,489
Stock-based compensation expense		-		-		-		-		3,956,050		-			3,956,050
Net loss		-		-		-		-		-		(5,534,069	)		(5,534,069	)
Balance, December 31, 2025		-	$	-		84,797,846	$	8,480	$	127,979,246	$	(69,574,025	)	$	58,413,701
Balance, September 30, 2024		-		-		71,552,402	$	7,155	$	85,411,771	$	(39,278,587	)	$	46,140,339
Stock-based compensation expense		-		-		-		-		1,808,478		-			1,808,478
Net loss		-		-		-		-		-		(6,659,205	)		(6,659,205	)
Balance, December 31, 2024		-	$	-		71,552,402	$	7,155	$	87,220,249	$	(45,937,792	)	$	41,289,612
Stock-based compensation expense		-		-		-		-		2,088,572		-			2,088,572
Net loss		-		-		-		-		-		(7,735,552	)		(7,735,552	)
Balance, March 31, 2025		-		-		71,552,402		7,155		89,308,821		(53,673,344	)		35,642,632
Stock-based compensation expense		-		-		-		-		2,125,237		-			2,125,237
Net loss		-		-		-		-		-		(5,369,956	)		(5,369,956	)
Balance, June 30, 2025		-	$	-		71,552,402	$	7,155	$	91,434,058	$	(59,043,300	)	$	32,397,913
Balance, September 30, 2023		-	$	-		67,500,000	$	6,750	$	43,658,750	$	(18,129,840	)	$	25,535,660
Stock-based compensation expense		-		-		-		-		1,917,000		-			1,917,000
Net loss		-		-		-		-		-		(4,727,403	)		(4,727,403	)
Balance, December 31, 2023		-		-		67,500,000		6,750		45,575,750		(22,857,243	)		22,725,257
Stock-based compensation expense		-		-		-		-		1,957,000		-			1,957,000
Net loss		-		-		-		-		-		(4,835,546	)		(4,835,546	)
Balance, March 31, 2024		-		-		67,500,000		6,750		47,532,750		(27,692,789	)		19,846,711
Stock-based compensation expense		-		-		-		-		1,957,000		-			1,957,000
Net loss		-		-		-		-		-		(4,772,850	)		(4,772,850	)
Balance, June 30, 2024		-	$	-		67,500,000	$	6,750	$	49,489,750	$	(32,465,639	)	$	17,030,861

See notes to unaudited condensed consolidated financial statements.

CITIUS ONCOLOGY, INC.

Condensed Consolidated STATEMENTS OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~JUNE~~DECEMBER 3031, 2025 AND 2024

(Unaudited)

	2025			2024
Cash Flows From Operating Activities:
Net loss	$	(195,~~764~~534,~~713~~069	)	$	(146,~~335~~659,~~799~~205	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock-based compensation expense		63,~~022~~956,~~287~~050			51,~~831~~808,~~000~~478
Deferred income tax expense		792,720			432,000
Amortization of in-process research and development		573,438			-
Deferred income tax expense		264,240			264,240
Changes in operating assets and liabilities:
Inventory		(8,940,201	)		-
Accounts receivable, net of allowances		(4,049,111	)		-
Prepaid expenses		1,600,000			(2,271,920	)
Inventory		(352,649	)		(6,112,603	)
Accounts payable		4,955,797			(1,289,045	)
Prepaid expenses		(1,831,660	)		-
Accrued expenses		8,458,554			185,930
Accounts payable		(2,787,784	)		2,162,955
Due to related party		6,875,556			11,447,834
Accrued expenses		425,792			6,228,612
Net Cash Provided By Operating Activities		-			-
Due to related party		1,980,807			2,307,523
Net Change in Cash and Cash Equivalents		-			-
Net Cash (Used In) Provided By Operating Activities		(7,354,946	)		-
Cash and Cash Equivalents – Beginning of Period		112			-
Cash Flows From Investing Activities
Cash and Cash Equivalents – End of Period	$	112		$	-
License payments		(4,400,000	)		-
Net Cash Used In Investing Activities		(4,400,000	)		-
Cash Flows From Financing Activities
Net proceeds from issuance of common stock		15,125,489			-
Net Cash Provided by Financing Activities		15,125,489			-
Net Change in Cash and Cash Equivalents		3,370,543			-
Cash and Cash Equivalents – Beginning of Period		3,924,908			112
Cash and Cash Equivalents – End of Period	$	7,295,451		$	112
Supplemental Disclosures of Cash Flow Information and Non-cash Transactions:
Interest Paid	$	14,460		$	-

See notes to unaudited condensed consolidated financial statements.

CITIUS ONCOLOGY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~JUNE~~DECEMBER 3031, 2025 AND 2024

(Unaudited)

1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

Citius Oncology, Inc. (“Citius Oncology”, the “Company”, “we” or “us”) is a specialty pharmaceutical company dedicated to the development and commercialization of critical care products targeting unmet needs with a focus on oncology products. We ~~are~~have ~~commercializing~~developed E7777 (denileukin diftitox), an approved oncology immunotherapy for the treatment of cutaneous T-cell lymphoma (“CTCL”), a rare form of non-Hodgkin lymphoma. We have obtained the trade name of LYMPHIR for E7777. Revenue commenced in December 2025 with the commercial launch of LYMPHIR.

Since our inception, we have devoted substantially all our efforts to business planning, research and development, and recruiting management and technical staff. We are subject to a number of risks common to companies in the pharmaceutical industry including, but not limited to, the Company’s ability to obtain additional financing, risks related to the development by the Company or its competitors of research and development stage products, market acceptance of any of its products approved for marketing, competition from larger companies, dependence on key personnel, dependence on key suppliers and strategic partners and the Company’s compliance with governmental and other regulations.

Since our inception, Citius Pharmaceuticals, Inc. (“Citius Pharma”) (Nasdaq: CTXR) has funded and continues to partially fund the Company. Citius Pharma and the Company are party to an amended and restated shared services agreement (the “A&R Shared Services Agreement”), which governs certain management and scientific services that Citius Pharma provides the Company.

Merger

On August 23, 2021, Citius Pharma formed Citius Acquisition Corp. (“SpinCo”) as a wholly-owned subsidiary in conjunction with the acquisition of LYMPHIR, which began operations in April 2022, when Citius Pharma transferred the assets related to LYMPHIR to SpinCo, including the related license agreement and asset purchase agreement (see Note 57).

On October 23, 2023, Citius Pharma and SpinCo entered into an agreement and plan of merger and reorganization (the “Merger Agreement”) with TenX Keane Acquisition, a Cayman Islands exempted company (“TenX”), and TenX Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of TenX (“Merger Sub”).

On August 12, 2024, pursuant to the terms and conditions of the Merger Agreement, Merger Sub merged with and into SpinCo, with SpinCo surviving as a wholly owned subsidiary of TenX (the “Merger”) which was subsequently renamed Citius Oncology Sub, Inc. Prior to closing of the Merger, TenX migrated to and domesticated as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware and the Cayman Islands Companies Act (As Revised) (the “Domestication”). As part of the Domestication, TenX changed its name to “Citius Oncology, Inc.” (Nasdaq: CTOR). Immediately after the closing of the Merger, Citius Pharma owned approximately 92.3% of the outstanding shares of common stock of the Company. As of ~~July~~December 1731, 2025, Citius Pharma owned approximately ~~84.3~~ 78% of the outstanding shares of common stock of the Company.

While the Merger Sub was the legal acquirer of the Company, for accounting purposes, the Company was deemed to be the accounting acquirer. Accordingly, for accounting purposes, the Merger was treated as the equivalent of the Company issuing stock for the assets and liabilities of the Merger Sub, accompanied by a recapitalization. Total shares outstanding of the Company after the Merger and recapitalization increased to 71,552,402. The net assets of the merged entities are stated at historical cost, with no goodwill or other intangible assets recorded. Additionally, the historical financial statements of the Company became the historical financial statements of the Company.

The Merger, net amount of $2,753,795 charged to additional paid-in capital consists of $395,015 of net liabilities of TenX on the date of the Merger (cash of $163,500 less liabilities of $559,015) plus directly related transaction costs of $2,358,780.

As part of the Merger, Citius Pharma made capital investments in the Company through cash contributions of $3,827,944 to fund transactions related to the Merger and by reclassifying to additional paid-in capital intercompany receivables of $33,180,961 that were due from the Company to Citius Pharma. Simultaneously, Citius Pharma advanced an additional $3,800,111 to the Company under the terms of a note payable (see Note 810).

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Preparation - The accompanying unaudited condensed consolidated financial statements include the operations of Citius Oncology, Inc., and its wholly-owned subsidiary, Citius Oncology Sub, Inc., which was formed in connection with Merger. All significant inter-company balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to fairly state the condensed consolidated financial position of the Company as of ~~June~~December 3031, 2025, and the results of its operations and cash flows for the three ~~and nine~~ months ended ~~June~~December 3031, 2025 and 2024. The operating results for the three ~~and nine~~ months ended ~~June 30~~December 31, 2025 are not necessarily indicative of the results that may be expected for the year ending September 30, ~~2025~~2026. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2024~~2025 filed with the Securities and Exchange Commission (“SEC”) on December ~~27,~~ ~~2024~~23, ~~as amended on January 27,~~ 2025.

Use of Estimates - The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates having relatively higher significance include the accounting for revenue recognition, in-process research and development, stock-based compensation, net realizable value of inventory and income taxes. Actual results could differ from those estimates and changes in estimates may occur.

Basic and Diluted Net Loss per Common Share - Basic and diluted net loss per common share applicable to common stockholders is computed by dividing net loss applicable to common stockholders in each period by the weighted average number of shares of common stock outstanding during such period. For the periods presented, common stock equivalents, ~~and~~ consisting of stock options and warrants, were not included in the calculation of the diluted loss per share because they were anti-dilutive, with pre-funded warrants being included in the loss per share.

~~Recently Issued Accounting Standards~~ 6

~~Other than as disclosed in our Form 10-K, we are~~Recently ~~not~~Issued ~~aware~~Accounting ofStandards ~~any other recently issued accounting standards not yet adopted that may have a material impact on our financial statements.~~

2.Other than ~~GOING~~as ~~CONCERN~~disclosed ~~UNCERTAINTY~~in ~~AND~~our ~~MANAGEMENT’S~~Form 10-K, we are not aware of any other recently issued accounting standards not yet adopted that may have ~~PLAN~~a material impact on our financial statements.

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business2. ~~The Company had a net loss of $19,764,713 for the nine months ended June 30, 2025. The Company~~ ~~has~~GOING noCONCERN ~~revenue~~UNCERTAINTY ~~and~~AND ~~has~~MANAGEMENT’S ~~relied on funding from Citius Pharma to finance its operations. At June 30, 2025, the Company had $112 in cash and a negative working capital of $34.7 million.~~PLAN

OnThe accompanying ~~July~~unaudited ~~17,~~condensed ~~2025,~~consolidated ~~Citius~~financial ~~Oncology~~statements ~~completed~~have been prepared on a ~~public~~ ~~offering~~going ofconcern 6basis,~~818,182~~ ~~shares~~which ofcontemplates ~~its~~the realization ~~common~~of ~~stock~~assets and ~~warrants~~the tosatisfaction ~~purchase~~of ~~6,818,182~~liabilities ~~shares~~in the normal course of ~~its~~business. ~~common~~The ~~stock~~Company athad ~~$1.32~~a ~~per~~net ~~share.~~loss of $5,534,069 ~~The~~for ~~immediately~~the ~~exercisable~~three ~~five-year~~months ~~warrants~~ended ~~have~~December an31, ~~exercise~~2025. ~~price~~The ofCompany ~~$1.32~~has ~~per~~generated ~~share.~~limited ~~Gross~~revenue, ~~proceeds~~which ~~from~~commenced ~~the~~in ~~offering~~December 2025, ~~before~~and ~~deducting~~has historically ~~placement~~relied ~~agent~~primarily ~~fees~~on ~~and~~funding ~~other~~from ~~estimated~~Citius ~~offering~~Pharma ~~expenses,~~to ~~were~~finance ~~approximately~~its $9operations.0 ~~million.~~At ~~The~~December ~~net~~31, ~~proceeds~~2025, ~~from~~ the ~~offering~~Company ~~were~~had ~~approximately~~ $7~~.44 million~~,295,451 ~~after~~in ~~deducting~~cash ~~placement~~and a ~~agent~~negative ~~fees~~working ~~and~~capital ~~other~~of ~~offering~~$7.6 ~~expenses~~million.

6On December 10, 2025, Citius Oncology completed an offering of 1,284,404 shares of common stock at $1.09 per share and pre-funded warrants to purchase 15,229,358 shares of its common stock at $1.0899 per warrant. The pre-funded warrants have an exercise price of $0.0001 per share. Gross proceeds from the offering, before deducting placement agent fees and other estimated offering expenses, were approximately $18.0 million. The net proceeds from the offering were approximately $15.1 million, after deducting placement agent fees and other offering expenses.

~~After giving effect to the July 17, 2025 financing,~~We we expect that we will have sufficient funds to continue our operations through ~~September~~May ~~2025~~2026. We will need to raise additional capital in the future to support our operations beyond ~~September~~May ~~2025~~2026, which raises substantial doubt about our ability to continue as a going concern within one year after the date that the accompanying financial statements are issued.

The Company plans to continue to rely partially on funding from Citius Pharma, to raise capital through equity financings from outside investors and to generate revenue from ~~the future~~ sales of LYMPHIR. Both the Company and Citius Pharma are actively engaged in capital raising efforts to extend the cash runway. The Company also has retained Jefferies LLC as its exclusive financial advisor in evaluating strategic alternatives aimed at maximizing shareholder value. There is no assurance, however, that Citius Pharma will have the resources to ~~continue~~assist ~~funding~~in funding the Company, that the Company will be successful in raising the needed capital and, if funding is available, that it will be available on terms acceptable to the Company or that the Company will find strategic partners or generate substantial revenue from the sale of LYMPHIR. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of the above uncertainty.

3. REVENUE ~~INVENTORY~~RECOGNITION AND ACCOUNTS RECEIVABLE

~~Inventory is stated at the lower of actual accumulated~~Revenue costs or net realizable value. Inventory consists of finished goods of $8,962,493, and work in process of $8,246,474 as of June 30, 2025. Inventory consists of finished goods of $6,134,895, and work in process of $2,133,862 as of September 30, 2024. Inventory is all related to the manufacturing of LYMPHIR commercial products expected to be sold commencing in the fourth quarter of 2025. No reserves against inventory were deemed necessary based on an evaluation of the product expiration dating.Recognition

4We recognize revenue in accordance with the provisions of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. In ~~PREPAID~~determining ~~EXPENSES~~the appropriate amount and timing of revenue to be recognized under this guidance, we perform the following five steps: (i) identify the contract(s) with our customer; (ii) identify the promised goods or services in the agreement and determine whether they are performance obligations, including whether they are distinct in the context of the agreement; (iii) measure the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations based on stand-alone selling prices; and (v) recognize revenue when (or as) we satisfy each performance obligation. Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

~~Prepaid~~We distribute ~~expenses~~LYMPHIR atin ~~June~~the ~~30,~~U.S. ~~2025~~through ~~and~~third ~~September 30,~~party ~~2024~~specialty ~~consist~~distributors ofwho ~~$1,100,000~~are ~~and~~our ~~$2,700,000,~~customers. ~~respectively,~~The ofthird-party ~~advance~~specialty ~~payments~~distributors subsequently ~~made~~resell ~~for~~our ~~the~~product ~~preparation~~to ofhealth ~~long-lead~~care ~~time~~providers, ~~drug~~hospitals ~~substance~~ and ~~product~~infusion ~~costs,~~centers. ~~respectively~~Separately, ~~which~~we ~~will~~have beor ~~utilized~~may inenter ~~research~~into ~~and~~payment arrangements ~~development~~with ~~activities~~various orthird-party’s inincluding ~~the~~government ~~manufacturing~~healthcare ofprograms ~~LYMPHIR~~who provide coverage and or reimbursement for ~~sales~~our product that have been prescribed to a patient.

~~5. PATENT AND TECHNOLOGY LICENSE AGREEMENTS~~7

~~License Agreement with Eisai~~ Net Revenues

~~In September 2021, Citius Pharma entered into~~We anrecognize ~~asset~~net ~~purchase~~revenue ~~agreement~~from ~~with~~LYMPHIR ~~Dr. Reddy’s Laboratories SA~~sales, anet ~~subsidiary~~ of ~~Dr.~~variable ~~Reddy’s~~consideration ~~Laboratories, Ltd. (collectively, “Dr. Reddy’s”)~~ and aconsideration ~~license~~payable ~~agreement with Eisai Co., Ltd. (“Eisai”)~~ to ~~acquire~~parties another ~~exclusive~~than ~~license~~our ofcustomers ~~E7777~~consisting ~~(denileukin~~of ~~diftitox),~~estimates anrelated ~~oncology~~to ~~immunotherapy~~allowances for ~~the~~sales ~~treatment~~returns, ofgovernment ~~CTCL~~chargebacks, apatient ~~rare~~coupon ~~form~~programs, ofand ~~non-Hodgkin~~specialty ~~lymphoma~~distributor fees. ~~Citius~~Revenue ~~Pharma~~is ~~renamed E7777~~generally asrecognized ~~I/ONTAK~~when ~~and also obtained~~ the ~~trade~~customer ~~name~~obtains control of ~~LYMPHIR for~~ the Company’s product., ~~Citius~~which ~~Pharma~~occurs ~~assigned~~at ~~these~~a ~~agreements~~point toin ~~us effective~~time, ~~April~~upon 1,delivery ~~2022.~~based ~~The~~on ~~Company received a BLA approval from~~ the ~~FDA~~contractual ~~for~~shipping ~~LYMPHIR~~terms inof ~~August~~a ~~2024~~contract.

~~Under~~We estimate ~~the~~variable ~~terms~~consideration ofusing ~~these~~the ~~agreements,~~expected ~~Citius~~value ~~Pharma acquired~~method, ~~Dr.~~constrained ~~Reddy’s~~to ~~exclusive~~amounts ~~license~~ for ~~E7777~~which ~~from~~it ~~Eisai~~is ~~and~~probable ~~other~~that ~~related~~a ~~assets~~significant ~~owned~~reversal of bycumulative ~~Dr.~~revenue ~~Reddy’s~~will ~~(which~~not ~~are~~occur ~~now~~when ~~owned by~~uncertainties ~~Citius~~are ~~Oncology)~~resolved. ~~The~~Calculating ~~exclusive license rights include rights to develop and commercialize E7777 in all markets except for Japan and~~ certain ~~parts~~ of ~~Asia.~~these ~~Additionally,~~items weinvolves ~~retained~~estimates ~~an option on the right to develop~~ and ~~market the product in India. Eisai retains exclusive~~judgments ~~development~~based ~~and~~on ~~marketing~~sales ~~rights~~or ~~for~~invoice ~~the agent in Japan~~data, ~~China,~~contractual ~~Korea~~terms, ~~Taiwan,~~historical ~~Hong~~or ~~Kong,~~expected ~~Macau,~~utilization ~~Indonesia~~rates, ~~Thailand,~~new ~~Malaysia,~~information ~~Brunei, Singapore,~~regarding ~~India~~changes ~~(subject~~in ~~to the India option prior to FDA approval), Pakistan, Sri Lanka, Philippines, Vietnam, Myanmar, Cambodia, Laos,~~applicable ~~Afghanistan,~~regulations ~~Bangladesh, Bhutan, Nepal, Mongolia,~~ and ~~Papua~~guidelines ~~New~~that ~~Guinea.~~would ~~Citius~~impact ~~Pharma paid Dr. Reddy’s a $40 million upfront payment, which represents~~ the ~~acquisition~~amount ~~date fair value~~ of the ~~in-process~~actual ~~research~~allowance and ~~development~~our ~~acquired~~expectations ~~from~~regarding ~~Dr.~~future ~~Reddy’s.~~utilization ~~Dr. Reddy’s~~rates isand ~~entitled~~channel toinventory updata. toWe ~~$40~~will ~~million~~review ~~in development milestone payments related to CTCL approvals in~~ the ~~U.S.~~adequacy ~~and~~of ~~other~~our ~~markets,~~provisions ~~up to $70 million in development milestones~~ for ~~additional~~all ~~indications, as well as commercial milestone payments and low double~~gross-~~digit tiered royalties on net product sales (within a range of 10%~~ to ~~15%), and up to $300 million for commercial sales milestones. Citius Oncology also must pay on a fiscal quarter basis tiered royalties equal to low double~~-~~digit percentages of~~ net ~~product~~adjustments ~~sales (within a range of 10% to 15%). The royalties will end~~ on ~~the earlier of (i) the 15-year anniversary of the first commercial sale of the latest indication that received regulatory approval in the applicable country and (ii) the date on which~~ a ~~biosimilar~~quarterly product results in the reduction of net sales in the applicable product by 50% in two consecutive quarters, as compared to the four quarters prior to the first commercial sale of the biosimilar productbasis. ~~Citius Oncology will also pay to Dr. Reddy’s an amount equal to a low-thirties percentage of any sublicense~~Amounts ~~upfront~~reserved ~~consideration~~for orthese ~~milestone~~adjustments ~~payments~~are ~~(or~~made ~~the~~when ~~like)~~trends ~~received by us and the greater of (i) a low-thirties percentage of any sublicensee sales-based royalties~~ or ~~(ii)~~significant aevents ~~mid-single~~indicate ~~digit~~that ~~percentage~~adjustment ~~of such licensee’s net sales. Citius Pharma~~ is aappropriate ~~guarantor~~reflecting ofactual ~~Citius Oncology’s payment obligations under these agreements~~experience.

7The Company elected the practical expedient in ASC 606-10-32-18 and does not assess whether a significant financing component exists for contracts in which payment is expected within one year. No other practical expedients were applied.

~~At the time of the FDA approval for LYMPHIR, a $27.5 million milestone payment became payable~~ Gross-to ~~Dr. Reddy’s under the terms of the asset purchase~~-Net agreement for which a balance of $22.5 million remains due as of June 30, 2025. Pending further discussions with Dr. Reddy’s, Dr. Reddy’s agreed to a partial deferral without penalty of this milestone payment. On July 10, 2025, Citius Pharma made a payment of $1,000,000 to Dr. Reddy’s against the outstanding milestone approval fee. On July 28, 2025, Citius Oncology made a payment of $1,250,000 to Dr. Reddy’s against the outstanding milestone approval fees.Adjustments

~~Under the license agreement, Eisai was to receive~~Specialty aDistributor $5.9 million milestone payment upon FDA approval, which is included in license payable at June 30, 2025, and additional commercial milestone payments related to the achievement of net product sales thresholds and an aggregate of up to $22 million related to the achievement of net product sales thresholds. Citius Oncology was also required to reimburse Eisai for up to $2.65 million of its costs to complete the Phase 3 pivotal clinical trial for LYMPHIR for the CTCL indication and reimburse Eisai for all reasonable costs associated with the preparation of a Biologics License Application (“BLA”) for LYMPHIR. Eisai was responsible for completing the CTCL clinical trial, and chemistry, manufacturing, and controls (“CMC”) activities through the filing of the BLA for LYMPHIR with the FDA. The BLA was approved by the FDA on August 8, 2024. We are responsible for development costs associated with potential additional indications.Fees

~~On March 28, 2025, Citius Oncology and Eisai entered~~We ~~into~~pay afees ~~letter agreement that amended the license agreement to provide~~ for adistribution ~~payment~~services, ~~schedule~~such toas ~~Eisai~~fees for ~~the~~certain ~~milestone~~data ~~payment~~that ~~and~~customers ~~certain unpaid~~provide ~~invoices~~us. ~~Citius~~We ~~Oncology~~estimate ~~has~~our ~~agreed~~customers towill ~~pay~~earn ~~Eisai on or before July 15, 2025, an aggregate amount of $2,535,318 and thereafter~~these onfees ~~the 15th of each of the next four months to pay Eisai $2,350,000~~ and ~~make~~deduct athese ~~final~~fees ~~payment of $2,197,892 to Eisai on or before December 15, 2025, in each case with interest on each obligation~~ from ~~its~~gross ~~original~~product ~~due~~revenues ~~date through the date of actual payment under the letter agreement~~ at the ~~rate~~time ofwe 2%recognize ~~per annum. During~~ the nine months ended June 30, 2025 Citius Oncology recorded $160,755 in interest expense under the agreement. The parties released each other from any and all claims, losses, damages, costs and expenses that arise from or related ~~to the failure of Citius Oncology to pay the milestone payment or the other incurred costs under the license agreement except for any claims arising out of a breach of the letter agreement~~revenues. All other terms of the license agreement remain in full force and effect. On July 15, 2025, Citius Pharma made a payment of $1,091,167.12 to Eisai for the outstanding milestone approval fee and accumulated interest associated with the letter agreement. On July 21, 2025, Citius Oncology made a payment to Eisai of $1,616,521.96 for other certain invoices and accumulated interest associated with the letter agreement.

~~The term of the license agreement will continue~~Product until (i) March 30, 2026, if there has not been a commercial sale of a licensed product in the territory, or (ii) if there has been a first commercial sale of a licensed product in the territory by March 30, 2026, the 10-year anniversary of the first commercial sale on a country-by-country basis. The term of the license may be extended for additional 10-year periods for all countries in the territory by notifying Eisai and paying an extension fee equal to $10 million. Either party may terminate the license agreement upon written notice if the other party is in material breach of the agreement, subject to cure within the designated time periods. Either party also may terminate the license agreement immediately upon written notice if the other party files for bankruptcy or takes related actions or is unable to pay its debts as they become due. Additionally, either party will have the right to terminate the agreement if the other party directly or indirectly challenges the patentability, enforceability or validity of any licensed patent.Returns

~~Under~~Customers have the ~~purchase~~right ~~agreement with Dr. Reddy’s, we are required~~ to ~~(i)~~return ~~use commercially reasonable efforts to make commercially available~~ products inif ~~the~~they ~~CTCL~~are ~~indication~~damaged, ~~peripheral T-cell~~defective, ~~lymphoma~~or ~~indication and immuno-oncology indication~~expired, ~~(ii)~~or ~~initiate~~as ~~two~~it ~~investigator~~is ~~initiated~~defined ~~immuno-oncology~~in ~~trials~~their ~~(both~~customer ofagreement. ~~which~~ We have estimated ~~been~~product ~~initiated),~~returns ~~(iii)~~considering ~~use~~experience ~~commercially~~from ~~reasonable~~similar ~~efforts~~products toin ~~achieve~~the ~~each~~market, ofhistorical ~~the~~return ~~approval~~patterns, ~~milestones~~sales data, and ~~(iv) complete each specified~~inventory ~~immuno-oncology~~levels ~~investigator~~in ~~trial~~the ondistribution orchannel. ~~before~~These ~~the~~reserves ~~four-year~~are ~~anniversary~~recorded ofin the ~~effective~~same ~~date~~period of the ~~definitive~~related ~~agreement.~~revenue ~~Additionally~~is recognized, we ~~are~~resulting ~~required to commercially launch a product~~ in a reduction ~~territory within six months~~ of ~~receiving~~gross ~~regulatory approval for such~~ product ~~in each such jurisdiction~~revenue.

8Chargebacks

AsChargebacks will ~~part~~occur ofwhen ~~the~~federal ~~definitive~~agencies ~~agreement~~who we contract with, ~~Dr.~~or ~~Reddy’s~~may contract with, can purchase off the Federal Supply Schedule or when Public ~~Citius~~Health ~~Pharmaceuticals~~Service ~~acquired~~340B ~~method~~covered ofentities ~~use~~purchase ~~patents~~directly infrom ~~which~~our ~~LYMPHIR~~customers isat ~~administered~~discounted inprices. ~~combination~~Our ~~with~~customers ~~the~~then ~~programmed~~charge ~~cell~~us ~~death~~the ~~protein~~difference 1between ~~(“PD-1”)~~their ~~pathway~~purchase ~~inhibitor~~price ~~drug~~and ~~class~~the discounted price. ~~PD-1~~We ~~plays~~estimate achargebacks ~~vital~~considering ~~role~~the interms ~~inhibiting~~of ~~immune~~the ~~responses~~applicable arrangement and our ~~promoting~~visibility ~~self-tolerance through~~regarding ~~modulating~~utilization. We record estimates for these chargebacks at the ~~activity~~time of ~~T-cells,~~sale ~~activating~~as ~~apoptosis~~deductions offrom ~~antigen-specific~~gross Tproduct revenues, ~~cells~~with ~~and~~corresponding ~~inhibiting~~adjustments ~~apoptosis~~to ofour ~~regulatory~~accounts ~~T cells~~receivable reserves and allowances.

~~The following patents were acquired and subsequently transferred to us:~~8

~~● US Provisional Application No. 63/070,645, which was filed on August 26, 2020, and subsequently published as US 2022/0062390 A1 on March 3, 2022, entitled Methods of Treating Cancer.~~Co-payment Assistance

●We offer ~~International~~co-payment ~~Patent~~assistance ~~Application~~to ~~Number:~~patients ~~PCT/IB2021/0576733,~~with ~~which~~commercial ~~was~~insurance ~~filed~~that ~~with~~have coverage and are allowed such co-payment assistance. We estimate the ~~World~~average ~~Intellectual~~co-payment ~~Property~~assistance ~~Organization~~amounts for our products based on ~~August~~expected ~~23,~~customer ~~2021,~~utilization and ~~subsequently~~record ~~published~~estimates as WOa ~~2022/043863~~reduction from A1gross onproduct ~~March~~revenue. 3,The ~~2022,~~Company ~~entitled,~~has ~~Combination~~deposited ~~for~~the ~~Use~~estimated inco-pay ~~Methods~~assistance ofreflected ~~Treating~~and ~~Cancer~~included in the gross-to-net adjustments.

Upon FDA approval of LYMPHIR in August 2024, the Company was subject to approval milestone payments totaling $33.4 million. The $33.4 million was recorded as in-process research and development asset and will be subject to amortization over the regulatory exclusivity period commencing upon revenue generation.

	Three Months Ended
	31-Dec-25

Gross Product Revenue	$	4,878,720
Gross-to-net adjustments:		934,609
Net Revenue	$	3,944,111

~~6. STOCKHOLDER’S EQUITY~~Accounts receivable

~~Authorized~~Accounts receivable ~~Capital~~is ~~Stock~~stated at amounts invoiced less allowances for distributor fees, chargebacks, and estimated returns. At December 31, 2025, these sales allowances totaled $829,609. On a periodic basis, the Company evaluates its accounts receivable to establish an allowance for doubtful accounts. The allowance reflects our current estimate of credit losses expected to occur over the life of the receivable. In developing our allowance for expected credit losses, we use assumptions to capture the risk of loss, even if remote, based on a number of factors including existing contractual payment terms, individual customer circumstances, historical payment patterns of our customers, a review of the local economic environment and its potential impact on expected future customer payment patterns. Our collection risk is mitigated to a certain extent by the fact that sales are collected in a reasonable period of time, allowing for the ability to reduce exposure on defaults if collection issues are identified. We update our allowance as necessary to reflect expected credit losses over the remaining accounts receivable that are past due. We do not currently expect our current or future exposures to credit losses to have a significant impact on us. The estimated allowance for expected credit losses was $0 as of December 31, 2025.

~~The certificate of incorporation adopted on August 5, 2024, in connection with the Merger, authorized 110,000,000 shares, of which 100,000,000 shares are common stock with a par value of $0~~4.~~0001, and 10,000,000 shares are preferred stock with a par value of $0.0001. On April 7, 2025, pursuant to Board and stockholder approval,~~ ~~the Company amended its Certificate of Amendment to increase the authorized shares of common stock from 100,000,000 shares to 400,000,000 shares.~~INVENTORY

~~Stock~~Inventory is ~~Plans~~stated at the lower of actual accumulated costs or net realizable value related to the manufacturing of LYMPHIR commercial products, which became available for sale in December 2025. Cost is determined using the first-in, first-out (FIFO) method. No reserves against inventory were deemed necessary based on an evaluation of the product expiration dating. A summary of inventory is as follows:

Under the 2023 Citius Oncology Omnibus Stock Incentive Plan, adopted on April 29, 2023, we reserved 15,000,000 common shares for issuance. On August 2, 2024, we reserved an additional 15,000,000 common shares for issuance under the 2024 Citius Oncology Omnibus Stock Incentive Plan. The stock plans provide incentives to employees, directors, and consultants through grants of options, SARs, dividend equivalent rights, restricted stock, restricted stock units, or other rights.

	December 31, 2025		September 30, 2025
Finished goods	$	15,687,377	$	10,577,876
Work in process		6,951,965		11,708,817
Total	$	22,639,342	$	22,286,693

~~The fair value of each stock option award is estimated~~Cost ~~on the date~~ of ~~grant~~Goods using the Black-Scholes option pricing model. Volatility is estimated using the trading activity of Citius Pharmaceuticals common stock until such time as we have sufficient history. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. The expected term of stock options granted to employees and directors, all of which qualify as “plain vanilla,” is based on the average of the contractual term (generally 10 years) and the vesting period. For non-employee options, the expected term is the contractual term.Sold

ACost of ~~summary~~goods sold consists of ~~option~~direct ~~activity~~and ~~under~~indirect ~~the~~costs ~~stock~~associated ~~plans~~with ismanufacturing ~~presented~~and ~~below:~~distributing LYMPHIR. These costs include amounts paid to third-party contract manufacturing organizations for production-related services, including raw materials, drug substance, drug product manufacturing, fill-finish activities, certain testing, and packaging. Cost of goods sold also includes distribution, storage shipping, and handling fees, as well as royalties owed under the Company’s licensing arrangements.

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at September 30, 2024		12,750,000		$	2.15		8.78 years	$	—
Granted		5,750,000		$	1.07
Forfeited		(333,333	)		1.74
Outstanding at June 30, 2025		18,166,667		$	1.82		8.43 years	$	46,051,667
Exercisable at June 30, 2025		5,554,167		$	1.99		8.13 years	$	13,098,333

5. PREPAID EXPENSES

9Prepaid expenses at December 31, 2025 and September 30, 2025 include $2,531,280 and $1,331,280, respectively, of advance payments made for the preparation of long-lead time drug substance and product costs, respectively, which will be utilized in research and development activities or in the manufacturing of LYMPHIR for sales. Prepaid expenses at December 31, 2025 also include $331,660 for annual licensing fees paid to the FDA and $300,000 for prepaid marketing costs.

~~On December 2, 2024, the Board of Directors granted options to purchase 200,000 common shares at an exercise price of $1.02 per share.~~9

~~On December 12, 2024, the Board of Directors granted~~6. ~~options~~IN-PROCESS toRESEARCH ~~purchase~~AND 5DEVELOPMENT,~~550,000~~ ~~common shares at an exercise price of $1.07 per share.~~NET

~~The~~In process ~~weighted~~research ~~average~~and ~~grant~~development ~~date~~consists ~~fair~~of a beginning carrying value for LYMPHIR of $73,400,000 and a net balance of $72,826,563 at ~~the~~December ~~options~~31, ~~granted~~2025. ~~during~~Amortization ~~the~~of ~~nine~~in-process research and development commenced upon revenue generation in December 2025. For the three months ended ~~June~~December 3031, 2025 and December 31, 2024 amortization was ~~estimated~~$573,438 atand $0, respectively.80 ~~per~~In-process ~~share.~~research ~~All~~and ~~these~~development is ~~options~~being ~~vest~~amortized as follows on a straight-line basis over ~~terms~~the ~~of 12~~remaining toFDA 36product ~~months~~exclusivity ~~and~~period ~~have~~which aends ~~term~~in August 2036. A summary of 10the ~~years.~~amortization for in-process research and development is as follows:

Stock-based compensation expense for the three months ended June 30, 2025 and 2024 was $2,125,237 and $1,957,000, respectively. Stock-based compensation expense for the nine months ended June 30, 2025 and 2024 was $6,022,287 and $5,831,000, respectively.

Year Ended September 30,	Amount
2026	$	5,160,938
2027		6,881,250
2028		6,881,250
2029		6,881,250
2030		6,881,250
2031		6,881,250
Thereafter		33,259,375
Total	$	72,826,523

~~At June 30, 2025, unrecognized total compensation~~7. ~~cost~~PATENT ~~related~~AND toTECHNOLOGY ~~unvested~~LICENSE ~~awards under the Citius Oncology stock plans of $9,909,073 is expected to be recognized over a weighted average period of 1.41 years.~~AGREEMENTS

7.License Agreement ~~COMMERCIAL~~with ~~MANUFACTURING~~Eisai ~~CONTRACTS~~

~~The~~In September ~~Company~~2021, ~~has~~Citius Pharma entered into an asset purchase agreement with a ~~contract~~Dr. ~~manufacturing~~Reddy’s ~~organization~~Laboratories ~~for~~SA, ~~the~~a ~~manufacture~~subsidiary ~~and supply~~ of ~~drug substance~~Dr. ~~The agreement runs through calendar 2026~~Reddy’s Laboratories, ~~with an automatic renewal for a subsequent four-year term~~Ltd. ~~Under this agreement~~(collectively, ~~the~~“Dr. ~~Company~~Reddy’s”) isand ~~obligated to purchase minimum annual quantities of batches at~~ a ~~set~~license ~~price~~agreement ~~per~~with ~~batch,~~Eisai ~~subject to annual increases~~Co. ~~Additionally~~, ~~the~~Ltd. ~~Company is required~~ (“Eisai”) to ~~pay~~acquire an ~~annual~~exclusive ~~service~~license ~~fee~~ of ~~$250,000.~~ ~~The~~E7777 ~~agreement~~(denileukin ~~also~~diftitox), ~~includes~~an ~~provisions~~oncology immunotherapy for ~~potential~~the ~~price~~treatment ~~increases~~of ~~based~~CTCL, ona ~~increases~~rare inform ~~the~~of ~~manufacturer’s operating~~non-Hodgkin ~~expenses~~lymphoma. orCitius ~~industry~~Pharma ~~indices,~~renamed asE7777 ~~well~~ as ~~significant~~I/ONTAK ~~termination fees~~ and ~~obligations.~~also Asobtained ofthe ~~June~~trade ~~30,~~name ~~2025,~~LYMPHIRTM for the ~~total~~product. ~~minimum~~Citius ~~purchase~~Pharma ~~commitment~~assigned ~~under~~these ~~this~~agreements ~~agreement~~to ~~was~~us ~~approximately~~effective ~~$18.3~~April ~~million~~1, ~~consisting~~2022. ofThe ~~payments~~Company ofreceived ~~$11.9~~a ~~million~~Biologics ~~and~~License ~~$5.4~~Application ~~million~~(“BLA”) ~~for calendar~~approval ~~years~~from ~~2025~~the ~~and~~FDA ~~2026, respectively, and $1.0 million~~ for ~~2026~~LYMPHIR ~~pass-throughs~~in ~~and~~August ~~consumable manufacturing components~~2024.

AsUnder the terms of ~~June~~these 30agreements, ~~2025,~~Citius ~~the~~Pharma ~~Company~~acquired ~~also~~Dr. ~~has~~Reddy’s ~~commercial supply~~exclusive ~~agreements~~license ~~with~~of ~~two~~E7777 from Eisai and other ~~vendors~~related assets owned by Dr. Reddy’s (which are now owned by Citius Oncology). The exclusive license includes rights to develop and commercialize E7777 in all markets except for Japan and certain parts of Asia. Eisai retains exclusive development and marketing rights for the ~~completion~~agent in Japan, China, Korea, Taiwan, Hong Kong, Macau, Indonesia, Thailand, Malaysia, Brunei, Singapore, India, Pakistan, Sri Lanka, Philippines, Vietnam, Myanmar, Cambodia, Laos, Afghanistan, Bangladesh, Bhutan, Nepal, Mongolia, and ~~packaging~~Papua ofNew ~~finished~~Guinea. ~~drug~~Citius ~~products~~Pharma paid Dr. ~~Minimum~~Reddy’s a ~~purchase~~$40 ~~commitments~~million ~~under~~upfront payment, which represents the acquisition date fair value of the in-process research and development acquired from ~~these~~Dr. ~~two~~Reddy’s. ~~agreements~~Dr. ~~amount~~Reddy’s is entitled to ~~approximately~~up to $~~4.5~~40 million ~~consisting~~in ofdevelopment ~~purchase~~milestone ~~commitment~~payments ~~obligations~~related ofto $2CTCL approvals in the U.9S. and other markets, up to $70 million in ~~calendar~~development ~~year~~milestones for additional indications, as well as commercial milestone payments ~~2025~~and low double-digit tiered royalties on net product sales (within a range of 10% to 15%), and up to $~~1.6~~300 million for commercial sales milestones. Citius Oncology also must pay on a fiscal quarter basis tiered royalties equal to low double-digit percentages of net product sales (within a range of 10% to 15%). The royalties will end on the earlier of (i) the 15-year anniversary of the first commercial sale of the latest indication that received regulatory approval in ~~2026~~the applicable country and (ii) the date on which a biosimilar product results in the reduction of net sales in the applicable product by 50% in two consecutive quarters, as compared to the four quarters prior to the first commercial sale of the biosimilar product. Citius Oncology will also pay to Dr. Reddy’s an amount equal to a low-thirties percentage of any sublicense upfront consideration or milestone payments (or the like) received by us and the greater of (i) a low-thirties percentage of any sublicensee sales-based royalties or (ii) a mid-single digit percentage of such licensee’s net sales. Citius Pharma is a guarantor of Citius Oncology’s payment obligations under these agreements.

~~8. RELATED PARTY TRANSACTIONS~~10

~~The Company’s officers and directors also~~At ~~serve~~the astime ~~officers~~ of ~~Citius~~the ~~Pharma.~~FDA Asapproval offor ~~June 30~~LYMPHIR, ~~2025,~~a ~~the~~$27.5 ~~Company~~million ~~does~~milestone ~~not~~payment ~~have~~became ~~any~~payable ~~employees~~to Dr. ~~The~~Reddy’s ~~Company~~under ~~and~~the ~~Citius~~terms ~~Pharma~~of ~~entered~~the ~~into~~asset ~~the~~purchase ~~A&R~~agreement ~~Shared~~for ~~Services~~which ~~Agreement.~~a ~~Under~~balance ~~the~~of ~~terms~~$18,250,000 remains due as of ~~the~~December ~~agreement~~31, ~~Citius~~2025. ~~Pharma~~Dr. ~~provides~~Reddy’s ~~management~~agreed ~~and~~to ~~scientific~~a ~~services~~partial todeferral ~~the~~without ~~Company~~penalty of this milestone payment.

~~During~~ Under the ~~three~~license ~~months~~agreement, ~~ended~~Eisai ~~June~~was ~~30,~~due ~~2025~~a $5.9 million milestone payment upon FDA approval, ~~Citius~~and additional commercial milestone payments ~~Pharma~~related ~~charged~~to the ~~Company~~achievement ~~$567,937~~of ~~for~~net ~~reimbursement~~product ofsales ~~general~~thresholds and ~~administrative~~an ~~payroll,~~aggregate of up to $~~480,000~~22 ~~for~~million ~~reimbursement~~related to the achievement of ~~research~~net ~~and~~product ~~development~~sales ~~payroll,~~thresholds. ~~and~~Citius ~~$27,939~~Oncology was also required to reimburse Eisai for ~~the~~up ~~use~~to $2.65 million of ~~shared~~its ~~office~~costs ~~space.~~to ~~During~~complete the ~~three~~Phase ~~months~~3 ~~ended~~pivotal clinical ~~June~~trial ~~30,~~for ~~2024,~~LYMPHIR ~~Citius~~for ~~Pharma charged~~ the ~~Company~~CTCL ~~$474,688~~indication and reimburse Eisai for ~~reimbursement~~all reasonable costs associated with the preparation of ~~general~~a BLA ~~and~~for ~~administrative~~LYMPHIR. ~~payroll,~~Eisai ~~$515,838~~was responsible for ~~reimbursement~~completing ofthe ~~research~~CTCL clinical trial, and ~~development~~chemistry, ~~payroll~~manufacturing, and ~~$30,368~~controls ~~for~~(“CMC”) activities through the ~~use~~filing of ~~shared~~the ~~office~~BLA ~~space~~for LYMPHIR with the FDA. We are responsible for development costs associated with potential additional indications.

10On March 28, 2025, Citius Oncology and Eisai entered into a letter agreement that amended the license agreement to provide for a payment schedule to Eisai for the milestone payment and certain unpaid invoices. We agreed to pay Eisai $2,535,318 on July 15, 2025, $2,350,000 on the 15th of each of the subsequent four months, and make a final payment of $2,197,892 on or before December 15, 2025, in each case with interest on each obligation from its original due date through the date of payment at the rate of 2% per annum. During the three months ended December 31, 2025, we recorded $45,841 in interest expense under the agreement. The parties released each other from any and all claims, losses, damages, costs and expenses that arise from or related to our failure to pay the milestone payment or the other incurred costs under the license agreement except for any claims arising out of a breach of the letter agreement. All other terms of the license agreement remain in full force and effect. On December 15, 2025, we paid Eisai the balance of the outstanding milestone approval fee and accumulated interest on the license fee. At December 31, 2025, we owe Eisai for other unpaid invoices, consisting of $2,700,000 of accounts payable and $4,062,481 of accrued expenses.

~~During~~The term of the ~~nine~~license ~~months~~agreement ~~ended~~will ~~June~~continue until (i) March 30, ~~2025~~2026, ~~Citius~~if ~~Pharma~~there ~~charged~~has ~~the~~not been a commercial sale of a licensed product in ~~Company~~the $1territory,~~703,811~~ ~~for~~or ~~reimbursement~~(ii) if there has been a first commercial sale of ~~general~~a ~~and~~licensed ~~administrative~~product ~~payroll~~in the territory by March 30, $12026,~~440,000~~ ~~for~~the ~~reimbursement~~10-year anniversary of ~~research~~the ~~and~~first ~~development~~commercial ~~payroll,~~sale on a country-by-country basis. The first commercial sale occurred in December 2025. The term ~~and~~of ~~$86,246~~the license may be extended for additional 10-year periods for all countries in the ~~use~~territory ofby ~~shared~~notifying ~~office~~Eisai ~~space~~and paying an extension fee equal to $10 million. ~~During~~Either party may terminate the ~~nine~~license ~~months~~agreement ~~ended~~upon ~~June~~written ~~30,~~notice ~~2024~~if the other party is in material breach of the agreement, ~~Citius~~subject ~~Pharma~~to ~~charged~~cure within the ~~Company~~designated ~~$1,330,364~~time periods. Either party also may terminate the license agreement immediately ~~for~~upon ~~reimbursement~~written ofnotice ~~general~~if ~~and~~the ~~administrative~~other ~~payroll,~~party ~~$1,481,964~~files for ~~reimbursement~~bankruptcy ofor ~~research~~takes ~~and~~related ~~development~~actions ~~payroll~~or is unable to pay its debts as they become due. Additionally, ~~and~~either ~~$91~~party will have the right to terminate the agreement if the other party directly or indirectly challenges the patentability,~~103~~ ~~for~~enforceability ~~the~~or ~~use~~validity of ~~shared~~any ~~office~~licensed ~~space~~patent.

~~The~~Under the ~~Company~~purchase ~~has~~agreement ~~limited~~with ~~cash~~Dr. Reddy’s, ~~therefore~~we ~~all~~are required to (i) use commercially reasonable efforts to make commercially available products in the CTCL indication, peripheral T-cell lymphoma indication and immuno-oncology indication, (ii) initiate two investigator ~~Company’s~~initiated ~~expenditures~~immuno-oncology ~~are~~trials ~~paid~~(both byof ~~Citius~~which ~~Pharma~~have been initiated), (iii) use commercially reasonable efforts to achieve each of the approval milestones, and ~~reflected~~(iv) incomplete each specified immuno-oncology investigator trial on or before the ~~due~~four-year anniversary of the effective date of the definitive agreement. Additionally, we are required to ~~related~~commercially ~~party~~launch ~~account~~a product in a territory within six months of receiving regulatory approval for such product in each such jurisdiction; though approved in August 2024, Dr. Reddy’s waived the six-month requirement and the launch of LYMPHIR in December 2025 satisfied this requirement in the U.S.

As part of the definitive agreement with Dr. Reddy’s, Citius Pharma ~~advanced~~acquired ~~cash~~method toof ~~the~~use ~~Company~~patents ~~for~~in which LYMPHIR is administered ain ~~non-interest~~combination ~~bearing,~~with ~~unsecured~~the ~~promissory~~programmed ~~note~~cell ~~issued~~death byprotein ~~the~~1 ~~Company,~~(“PD-1”) ~~dated~~pathway ~~August~~inhibitor ~~16,~~drug ~~2024,~~class. inPD-1 ~~the~~plays ~~principal~~a ~~amount~~vital ofrole ~~$3,800,111.~~in ~~The~~inhibiting ~~note~~immune isresponses ~~repayable~~and inpromoting ~~full~~self-tolerance ~~upon~~through amodulating ~~financing~~the activity of atT-cells, ~~least~~activating ~~$10~~apoptosis ~~million~~of byantigen-specific T ~~the~~cells ~~Company~~and inhibiting apoptosis of regulatory T cells.

~~9. NASDAQ LISTING~~11

~~On April 23, 2025, we received a notification~~The ~~letter~~following ~~from~~patents ~~the Nasdaq Stock Market LLC (“Nasdaq”) that we~~ were ~~not~~acquired in compliance with Nasdaq Listing Rule 5550(a)(2) because the minimum bid price of our common stock closed below $1.00 per share for 30 consecutive business days. On June 26, 2025, we received written notice that for 10 consecutive trading days the closing bid price of our common stock has been at $1.00 per share or greater, and ~~accordingly,~~subsequently wetransferred ~~had~~to ~~regained compliance with Nasdaq Listing Rule 5550(a)(2).~~us:

9● US Provisional Application No. ~~SUBSEQUENT~~63/070,645, ~~EVENTS~~which was filed on August 26, 2020, and subsequently published as US 2022/0062390 A1 on March 3, 2022, entitled Methods of Treating Cancer.

On● ~~July~~International ~~17,~~Patent ~~2025,~~Application weNumber: ~~completed~~PCT/IB2021/0576733, awhich ~~public~~was ~~offering of~~filed ~~6,818,182~~with ~~shares~~the ofWorld ~~common~~Intellectual ~~stock~~Property ~~and~~Organization ~~warrants~~on toAugust ~~purchase 6~~23,~~818,182~~ ~~shares of common stock for gross proceeds of $9~~2021,~~000,000.~~ ~~The shares~~ and ~~warrants~~subsequently ~~were~~published ~~sold~~as atWO a2022/043863 ~~per~~A1 ~~unit~~on ~~price~~March of3, ~~$1.32.~~2022, ~~The~~entitled, ~~immediately~~Combination ~~exercisable~~for ~~five-year~~Use ~~warrants~~in ~~have~~Methods ~~an exercise price~~ of ~~$1.32~~Treating ~~per share~~Cancer. ~~Gross proceeds from the offering were approximately $9.0 million and net proceeds were approximately $7.44 million, after deducting placement agent fees and other offering expenses.~~

~~We paid the placement agent a fee of 7~~8.~~0% of the~~ ~~gross~~STOCKHOLDER’S proceeds and expenses of $125,000. Additionally, we issued the placement agent warrants to purchase up to 272,727 shares of common stock at an exercise price of $1.65 per share. The warrants are exercisable commencing on January 17, 2026 and expire five years after such date.EQUITY

11Authorized Capital Stock

~~Item~~The certificate 2.of ~~Management’s~~incorporation ~~Discussion~~adopted on August 5, 2024, in connection with the Merger, authorized 110,000,000 shares, of which 100,000,000 shares are common stock with a par value of $0.0001, and ~~Analysis~~10,000,000 shares are preferred stock with a par value of ~~Financial~~$0.0001. ~~Condition~~On April 7, 2025, pursuant to Board and ~~Results~~stockholder approval, the Company amended its Certificate of ~~Operations~~Incorporation to increase the authorized shares of common stock from 100,000,000 shares to 400,000,000 shares.

~~The following discussion and analysis of our~~Common ~~financial~~Stock condition and results of operations for the three and nine months ended June 30, 2025 and 2024 should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Report and in conjunction with the audited financial statements of Citius Oncology, Inc. included in our Annual Report on Form 10-K for the year ended September 30, 2024, filed with the Securities and Exchange Commission (“SEC”) on December 27, 2024, as amended on January 27, 2025. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Cautionary Note Regarding Forward-Looking Statements” on page iii of this Report.Offerings

~~Business~~July 2025 Offering

~~Citius~~On July ~~Oncology~~17, is2025, awe ~~specialty~~sold ~~biopharmaceutical company~~6,818,182 ~~focused~~shares onof ~~developing~~common stock and ~~commercializing~~warrants ~~innovative~~to ~~targeted~~purchase ~~oncology~~6,818,182 ~~therapies~~shares of common stock, at $1.32 Weper ~~are~~share and ~~commercializing~~accompanying ~~LYMPHIR~~warrant. The immediately exercisable five-year warrants had an initial exercise price of exercise price of $1.32 per share. In connection with the December 10, 2025 offering (~~denileukin~~discussed ~~diftitox~~below), an ~~oncology~~we ~~immunotherapy~~agreed ~~for~~to reduce the ~~treatment~~exercise price of ~~CTCL~~the 6,818,182 awarrants to ~~rare~~$1.09 ~~form~~per ofshare. ~~non-Hodgkin~~Gross ~~lymphoma~~proceeds from the offering were approximately $9.0 ~~LYMPHIR~~million and net proceeds were $7,546,988, after deducting placement agent fees and other offering expenses. The estimated fair value of the warrants issued to the investors on July 17, 2025 was approximately ~~approved~~$8,197,000. byThe estimated fair value of the ~~FDA~~repriced inwarrants ~~August~~issued ~~2024~~to the investors as of December 8, 2025 was approximately $5,301,000.

We paid ~~were~~the ~~incorporated~~placement inagent a fee of 7.0% of the ~~Cayman~~gross ~~Islands~~proceeds ~~on March~~and 1,expenses ~~2021~~of $125,000 ~~for~~and granted the ~~purpose~~placement ofagent ~~effecting~~warrants ato ~~merger~~purchase 272,727 ~~capital~~shares of common stock ~~exchange,~~at ~~asset~~an ~~acquisition,~~exercise ~~stock~~price ~~purchase,~~of ~~reorganization~~$1.65 orper ~~similar~~share. The warrants are exercisable commencing on January 17, 2026 and ~~business~~expire ~~combination~~on ~~with~~July ~~one~~17, or2030. ~~more~~We ~~businesses~~also paid an additional 7.0% Incash ~~August~~fee ~~2024,~~to wea ~~reincorporated~~prior inplacement ~~Delaware~~agent and ~~completed~~issued ~~the~~warrants ~~Merger~~to ~~whereby~~purchase weup ~~acquired~~to 477,273 ~~SpinCo~~shares asof acommon ~~wholly~~stock ~~owned~~at ~~subsidiary~~an ~~and~~exercise ~~changed~~price ~~our~~of ~~name~~$1.65 toper ~~Citius~~share. ~~Oncology~~The placement agent warrants are exercisable commencing on August 17, 2025 ~~Inc~~and expire on July 17, 2030. ~~SpinCo~~The ~~began~~estimated ~~operations~~fair invalue ~~April~~of ~~2022~~the placement agent warrants was approximately $905,000.

~~Since inception, we devoted substantially all~~September of2025 our efforts to business planning, research and development, and recruiting management and technical staff. The Company is subject to a number of risks common to companies in the pharmaceutical industry including, but not limited to, the Company’s ability to obtain additional financing, risks related to the development by the Company or our competitors of research and development stage products, market acceptance of our approved products, competition from larger companies, dependence on key personnel, dependence on key suppliers and strategic partners and the Company’s compliance with governmental and other regulations.Offering

~~License~~On September ~~Agreement~~10, 2025, we sold 5,142,858 shares of common stock and warrants to purchase 5,142,858 shares of common stock at $1.75 per share and accompanying warrant. The warrants are exercisable beginning on March 10, 2026 and expire on March 10, 2031 and had an initial exercise price of $1.84 per share. In connection with ~~Eisai~~the December 10, 2025 offering (discussed below), Citius Oncology agreed to reduce the exercise price of the 5,142,858 warrants to $1.09 per share. Gross proceeds from the offering were approximately $9.0 million and net proceeds were $7,619,854, after deducting placement agent fees and other offering expenses. The estimated fair value of the warrants issued to the investors on September 10, 2025 was approximately $6,995,000. The estimated fair value of the repriced warrants issued to the investors as of December 8, 2025 was approximately $4,179,000.

InWe paid ~~September~~the ~~2021,~~placement ~~Citius~~agent ~~Pharma~~a ~~entered~~fee ~~into an~~of ~~asset~~7.0% ~~purchase~~of ~~agreement~~the ~~with~~gross ~~Dr.~~proceeds ~~Reddy’s~~ and aexpenses ~~license~~of ~~agreement~~$125,000. ~~with~~Additionally, ~~Eisai~~we issued the placement agent warrants to ~~acquire~~purchase 205,714 shares of common stock at an ~~exclusive~~exercise ~~license~~price of ~~E7777~~$1.92 ~~(denileukin diftitox),~~per anshare. ~~oncology~~The ~~immunotherapy~~warrants ~~for~~are ~~the~~exercisable ~~treatment~~commencing ofon ~~CTCL~~March 10, a2026 ~~rare~~and ~~form~~expire ofon ~~non-Hodgkin~~March ~~lymphoma~~10, 2031. ~~Citius~~We ~~Pharma~~also ~~renamed~~paid ~~E7777~~an asadditional ~~I/ONTAK and~~7.0% ~~also~~cash ~~obtained~~fee ~~the~~to ~~trade~~a ~~name~~prior ~~LYMPHIRTM~~placement ~~for~~agent ~~the~~and ~~product.~~issued ~~Citius~~warrants ~~Pharma~~to ~~assigned~~purchase up ~~these~~to ~~agreements~~360,000 toshares usof ~~effective~~common ~~April~~stock ~~1, 2022~~at an exercise price of $2.1875 ~~Denileukin~~per ~~diftitox~~share. isThe ~~referred~~placement toagent inwarrants ~~this~~are ~~report~~exercisable ascommencing on ~~E7777~~March 10, ~~I/ONTAK~~2026 orand ~~LYMPHIR~~expire on March 10, ~~depending~~2031. onThe ~~the~~estimated ~~period~~fair value of ~~time~~the ~~and~~placement ~~context~~agent ~~that is~~warrants ~~being~~was ~~discussed~~approximately $717,000.

~~Under the terms of these agreements, Citius Pharma~~December ~~acquired~~2025 Dr. Reddy’s exclusive license for E7777 from Eisai and other related assets owned by Dr. Reddy’s which are now owned by us. The exclusive license rights include rights to develop and commercialize E7777 in all markets except for Japan and certain parts of Asia. Additionally, we retained an option on the right to develop and market the product in India. Eisai retains exclusive development and marketing rights for the agent in Japan, China, Korea, Taiwan, Hong Kong, Macau, Indonesia, Thailand, Malaysia, Brunei, Singapore, India (subject to the India option prior to FDA approval), Pakistan, Sri Lanka, Philippines, Vietnam, Myanmar, Cambodia, Laos, Afghanistan, Bangladesh, Bhutan, Nepal, Mongolia, and Papua New Guinea. Citius Pharma paid Dr. Reddy’s a $40 million upfront payment, which represents the acquisition date fair value of the in-process research and development acquired from Dr. Reddy’s. Dr. Reddy’s is entitled to up to $40 million in development milestone payments related to CTCL approvals in the U.S. and other markets, up to $70 million in development milestones for additional indications, as well as commercial milestone payments and low double-digit tiered royalties on net product sales (within a range of 10% to 15%) and up to $300 million for commercial sales milestones. We also must pay on a fiscal quarter basis tiered royalties equal to low double-digit percentages of net product sales (within a range of 10% to 15%). The royalties will end on the earlier of (i) the 15-year anniversary of the first commercial sale of the latest indication that received regulatory approval in the applicable country and (ii) the date on which a biosimilar product results in the reduction of net sales in the applicable product by 50% in two consecutive quarters, as compared to the four quarters prior to the first commercial sale of the biosimilar product. We will also pay to Dr. Reddy’s an amount equal to a low-thirties percentage of any sublicense upfront consideration or milestone payments (or the like) received by us and the greater of (i) a low-thirties percentage of any sublicensee sales-based royalties or (ii) a mid-single digit percentage of such licensee’s net sales. Citius Pharma is a guarantor of Citius Oncology’s payment obligations under these agreements.Offering

12On December 10, 2025, we sold 1,284,404 shares of common stock and accompanying warrants to purchase 1,284,404 shares of common stock, at $1.09 per share and accompanying warrant, and additionally sold 15,229,358 pre-funded warrants and accompanying warrants to purchase 15,229,358 shares of common stock at $1.0899 per pre-funded warrant and accompanying warrant. Aggregate gross proceeds from the offering were approximately $18.0 million and net proceeds were $15,125,489, after deducting placement agent fees and other offering expenses. The 15,229,358 pre-funded warrants are immediately exercisable at $0.0001 per share and do not expire. The 16,513,762 warrants have an exercise price of $1.09 and are exercisable for five years after stockholder approval, expected in February 2026. The estimated fair value of the 16,513,762 warrants issued to the investors was approximately $13,196,000.

At the time of the FDA approval for LYMPHIR, a $27.5 million milestone payment became payable to Dr. Reddy’s under the terms of the asset purchase agreement for which a balance of $22.5 million remains due as of June 30. 2025. Pending further discussions with Dr. Reddy’s, Dr. Reddy’s agreed to a partial deferral without penalty of this milestone payment.12

~~Under~~We paid the ~~license~~placement ~~agreement,~~agent ~~Eisai~~a ~~was~~fee toof ~~receive a $5~~7.90% ~~million~~of ~~milestone~~the ~~payment,~~gross ~~upon~~proceeds ~~FDA~~and ~~approval~~expenses ~~which~~of ~~is included in license payable at June 30~~$135,000. ~~2025~~Additionally, ~~and~~we ~~additional~~issued ~~commercial milestone payments related~~ to the ~~achievement~~placement ofagent warrants ~~net~~to ~~product~~purchase ~~sales~~1,155,963 ~~thresholds~~shares ~~and an aggregate~~ of upcommon tostock ~~$22~~at ~~million~~an ~~related~~exercise toprice ~~the achievement~~ of ~~net~~ ~~product~~$1.3625 ~~sales~~per ~~thresholds~~share. WeThe ~~were~~warrants ~~also~~are ~~required~~exercisable tocommencing on ~~reimburse~~stockholder ~~Eisai~~approval ~~for~~and upexpire toon ~~$2.65~~December ~~million~~8, of2030. ~~its~~We ~~costs~~also topaid ~~complete~~an ~~the~~additional ~~Phase~~7.0% 3cash ~~pivotal clinical~~fee ~~trial~~to ~~for~~a ~~LYMPHIR~~prior ~~for~~placement ~~the~~agent ~~CTCL indication~~ and ~~reimburse~~issued warrants ~~Eisai~~to ~~for~~purchase ~~all~~up ~~reasonable~~to ~~costs~~660,550 ~~associated~~shares ~~with the preparation~~ of acommon ~~BLA for~~stock ~~LYMPHIR.~~at ~~Eisai~~an ~~was~~exercise ~~responsible~~price ~~for~~of ~~completing~~$1.199 ~~the~~per ~~CTCL~~share. ~~clinical~~The ~~trial,~~placement ~~and~~agent ~~CMC~~warrants ~~activities through the filing of a BLA for LYMPHIR~~are ~~with~~exercisable ~~the~~commencing ~~FDA.~~on ~~The~~stockholder ~~BLA~~approval ~~was~~and ~~approved~~expire ~~by the FDA~~ on ~~August~~December 8, ~~2024~~2030. The ~~Company~~estimated ~~will~~fair bevalue ~~responsible~~of ~~for~~the ~~development~~placement ~~costs~~agents ~~associated with~~warrants ~~potential~~was ~~additional~~approximately ~~indications~~$1,401,000.

~~On March 28, 2025, Citius Oncology and Eisai entered~~Stock ~~into~~Plans a letter agreement that amended the license agreement to provide for a payment schedule to Eisai for the milestone payment and certain unpaid invoices. Citius Oncology has agreed to pay Eisai on or before July 15, 2025, an aggregate amount of $2,535,318 and thereafter on the 15th of each of the next four months to pay Eisai $2,350,000 and make a final payment of $2,197,892 to Eisai on or before December 15, 2025, in each case with interest on each obligation from its original due date through the date of actual payment under the letter agreement at the rate of 2% per annum. During the nine months ended June 30, 2025 we recorded $160,755 in interest expense under the agreement. The parties released each other from any and all claims, losses, damages, costs and expenses that arise from or related to the failure of Citius Oncology to pay the milestone payment or the other incurred costs under the license agreement except for any claims arising out of a breach of the letter agreement. All other terms of the license agreement remain in full force and effect. On July 15, 2025, we paid Eisai $2,535,318 plus accrued interest of $172,371.

~~The term of~~ Under the ~~license~~Citius ~~agreement~~Oncology ~~will~~2023 ~~continue until~~Omnibus ~~(i)~~Stock ~~March~~Incentive 30Plan, ~~2026,~~adopted ifon ~~there~~April ~~has~~29, ~~not~~2023, ~~been~~we areserved ~~commercial sale of a licensed product in the territory~~15,000,000 orcommon ~~(ii)~~shares iffor ~~there has been a~~issuance. ~~first~~On ~~commercial~~August ~~sale~~2, of2024, awe ~~licensed~~reserved ~~product in the territory by March 30~~15, ~~2026~~000,000 ~~the~~common ~~10-year~~shares ~~anniversary~~for ofissuance ~~the~~under ~~first commercial sale on a country-by-country basis. The term of~~ the ~~license~~Citius ~~may~~Oncology be2024 ~~extended~~Omnibus ~~for~~Stock ~~additional~~Incentive ~~10-year~~Plan ~~periods for all countries in~~ (the ~~territory~~ by“2024 ~~notifying Eisai and paying an extension fee equal to $10 million~~Plan”). ~~Either~~We ~~party~~amended ~~may terminate~~ the ~~license~~2024 ~~agreement~~Plan ~~upon~~on ~~written~~October ~~notice if the other party is in material breach of the agreement~~27, ~~subject~~2025 to ~~cure~~reserve ~~within~~an ~~the~~additional ~~designated~~15,000,000 ~~time~~shares ~~periods.~~of ~~Either~~common ~~party~~stock ~~also may terminate~~for ~~the~~an ~~license~~aggregate ~~agreement~~of ~~immediately~~30,000,000 ~~upon~~shares ~~written~~of ~~notice~~common ifstock. ~~the~~The ~~other~~stock ~~party~~plans ~~files~~provide ~~for~~incentives ~~bankruptcy~~to oremployees, ~~takes~~directors, ~~related~~and ~~actions~~consultants ~~or is unable to~~through ~~pay~~grants ~~its~~of ~~debts~~options, asSARs, ~~they~~dividend ~~become~~equivalent ~~due. Additionally~~rights, ~~either~~restricted ~~party~~stock, ~~will~~restricted ~~have~~stock ~~the right to terminate the agreement if the other party directly or indirectly challenges the patentability~~units, ~~enforceability~~ or ~~validity~~other ~~of any licensed patent~~rights.

~~Under~~The fair ~~the~~value ~~purchase~~of ~~agreement~~each ~~with~~stock ~~Dr.~~option ~~Reddy’s, we~~award ~~are~~is ~~required~~estimated toon ~~(i)~~the ~~use~~date ~~commercially~~of ~~reasonable~~grant ~~efforts~~using tothe ~~make~~Black-Scholes ~~commercially~~option ~~available~~pricing ~~products~~model. inVolatility is estimated using the ~~CTCL~~trading ~~indication,~~activity ~~peripheral T-cell~~of ~~lymphoma~~Citius ~~indication~~Pharma ~~and~~common ~~immuno-oncology~~stock ~~indication,~~until ~~(ii)~~such ~~initiate~~time ~~two~~as ~~investigator~~we ~~initiated~~have ~~immuno-oncology~~sufficient ~~trials~~history. ~~(both~~The ofrisk-free ~~which have~~interest ~~been~~rate ~~initiated),~~is based ~~(iii)~~on ~~use~~the ~~commercially~~U.S. ~~reasonable~~Treasury ~~efforts~~yield tocurve ~~achieve~~in ~~each~~effect ofat the ~~approval~~time ~~milestones,~~of ~~and~~grant ~~(iv)~~commensurate ~~complete~~with ~~each~~the ~~specified immuno-oncology~~expected ~~investigator~~term ~~trial~~assumption. onThe orexpected ~~before~~term of ~~the~~stock ~~four-year~~options ~~anniversary~~granted ofto ~~the~~employees ~~effective~~and ~~date~~directors, all of ~~the~~which ~~definitive~~qualify ~~agreement.~~as ~~Additionally~~“plain vanilla, we” ~~are~~is ~~required~~based toon ~~commercially~~the ~~launch~~average aof the ~~product~~contractual interm a(generally ~~territory~~10 ~~within~~years) ~~six~~and ~~months~~the ofvesting ~~receiving~~period. ~~regulatory~~For ~~approval~~non-employee ~~for~~options, ~~such~~the ~~product~~expected ~~in each~~term ~~such~~is ~~jurisdiction~~the contractual term.

13A summary of option activity under the stock plans is presented below:

RESULTS OF OPERATIONS

	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at September 30, 2025		18,100,000	$	1.83		8.21 years	$	5,386,000
Granted		-		-
Forfeited		-		-
Outstanding at December 31, 2025		18,100,000	$	1.83		7.76 years	$	-
Exercisable at December 31, 2025		11,316,667	$	1.90		7.53 years	$	-

~~Three~~Stock-based compensation ~~months~~expense ~~ended~~for ~~June~~stock ~~30,~~options ~~2025~~for ~~compared with~~ the three months ended ~~June~~December 3031, 2025 and 2024 was $2,252,035 and $1,808,478, respectively.

	Three Months Ended June 30, 2025			Three Months Ended June 30, 2024
Revenues	$	—		$	—
Operating expenses:
Research and development		938,277			1,131,439
General and administrative		1,881,447			1,540,411
Stock-based compensation – general and administrative		2,125,237			1,957,000
Total operating expenses		4,944,961			4,628,850
Operating loss		(4,944,961	)		(4,628,850	)
Interest expense		160,755			—
Loss before income taxes		(5,105,716	)		(4,628,850	)
Income tax expense		264,240			144,000
Net loss	$	(5,369,956	)	$	(4,772,850	)

At December 31, 2025, unrecognized total compensation cost related to unvested awards under our stock plans of $5,562,647 is expected to be recognized over a weighted average period of 1.08 years.

~~Revenues~~Restricted Stock Awards

WeOn September ~~did~~19, ~~not~~2025, ~~generate~~the ~~any~~Board ~~revenues~~of ~~for~~Directors ~~the~~granted ~~three months~~restricted ~~ended~~stock ~~June~~awards 30of 11,600,000 ~~2025~~shares of common stock to employees and ~~2024~~directors. The restricted stock awards vest on September 19, 2028. The fair value of the common stock on the date of grant was $20,300,000 ($1.75 per share).

On June 9, 2025, we announced that we entered into a distribution services agreement with Cardinal Health (NYSE: CAH), a leading provider of pharmaceutical and specialty pharmaceutical distribution services in the United States. This agreement is designed to help provide access to LYMPHIR in support of its anticipated U.S. commercial launch.13

OnStock-based compensation ~~June~~expense ~~17, 2025, we announced that preparations~~ for ~~the~~restricted ~~commercial~~stock ~~launch~~awards ~~of LYMPHIR™, an FDA-approved immunotherapy~~ for the ~~treatment~~three ofmonths ~~adults~~ended ~~with~~December ~~relapsed or refractory cutaneous T-cell lymphoma (CTCL)~~31, ~~are~~2025 ~~nearing~~was ~~completion. The Company believes it is now operationally positioned to transition from a development-stage enterprise to a fully integrated commercial organization~~$1, ~~with all major launch-enabling activities underway~~704,015. ~~Final preparations are in process for an anticipated U.S. launch of LYMPHIR in the second half of 2025.~~

~~On July~~At December 1531, 2025, weunrecognized ~~announced~~total ~~the~~compensation ~~execution of~~cost arelated ~~distribution~~to ~~services~~unvested ~~agreement~~restricted ~~with~~stock ~~Cencora~~awards ~~(formerly~~under ~~AmerisourceBergen),~~the astock ~~global~~plans ~~pharmaceutical~~of ~~services company. This agreement~~$18,392,245 ~~marks~~is ~~another~~expected ~~significant~~to ~~step~~be ~~forward~~recognized inover ~~the~~a ~~Company's~~weighted ~~commercial~~average ~~launch~~period ~~strategy~~of ~~for~~2.72 ~~LYMPHIR~~years.

~~Research and Development Expenses~~Warrants

~~For~~We have ~~the~~reserved ~~three months ended June 30~~46, ~~2025~~836,387 ~~research and~~shares ~~development~~of ~~expenses~~common ~~were~~stock ~~$938,277 as compared to $1,131,439~~ for the ~~three~~exercise ~~months~~of ~~ended~~outstanding ~~June~~warrants. ~~30,~~The ~~2024,~~following atable ~~decrease~~summarizes ofthe ~~$193,162 primarily~~warrants ~~related~~outstanding toat ~~lower~~December ~~costs~~31, ~~associated with product validation studies.~~2025:

General and Administrative Expenses

	Exercise price		Number		Expiration Dates
July 2025 Offering Investors	$	1.32		6,818,182	July 17, 2030
July 2025 Offering Agent	$	1.65		272,727	July 17, 2030
July 2025 Prior Offering Agent	$	1.65		477,273	July 17, 2030
September 2025 Offering Investors	$	1.84		5,142,858	March 10, 2031
September 2025 Offering Agent	$	1.92		205,714	March 10, 2031
September 2025 Prior Offering Agent	$	2.1875		360,000	March 10, 2031
December 2025 Offering Investors	$	0.0001		15,229,358	None
December 2025 Offering Investors	$	1.09		16,513,762	February 28, 2031
December 2025 Placement Offering Agent	$	1.3625		1,155,963	December 8, 2030
December 2025 Prior Offering Agent	$	1.199		660,550	December 8, 2030
				46,836,387

~~For~~At December ~~the~~31, ~~three~~2025, ~~months~~the ~~ended~~weighted ~~June~~average ~~30,~~remaining ~~2025,~~life ~~general and~~of ~~administrative~~the ~~expenses~~outstanding ~~were~~warrants ~~$1,881,447~~was asestimated ~~compared~~at to3.44 $1years,~~540,411~~ ~~for~~all ~~the~~warrants ~~three~~are ~~months~~exercisable except ~~ended~~for ~~June 30~~16, ~~2024~~513,762 aninvestor ~~increase~~warrants ofand ~~$341~~1,~~036. The~~816,513 ~~primary~~placement ~~reason~~agent ~~for~~warrants ~~the~~which ~~increase~~become ~~was~~exercisable ~~the~~after ~~efforts~~stockholder ~~associated~~approval ~~with~~which is ~~the~~expected ~~pre-commercial~~to ~~and~~occur ~~commercial~~in ~~launch~~February ~~activities~~2026. ofAt ~~LYMPHIR~~December ~~associated with market research~~31, ~~marketing,~~2025 ~~distribution~~the aggregate ~~and~~intrinsic ~~drug~~value ~~product~~of ~~reimbursement~~the ~~from~~warrants ~~health~~outstanding ~~plans~~was ~~and payers~~$15,227,835.

14Common Stock Reserved

~~Stock-based~~A summary ~~Compensation~~of ~~Expense~~common stock reserved for future issuances by the Company as of December 31, 2025 is as follows:

For the three months ended June 30, 2025, stock-based compensation expense was $2,125,237 as compared to $1,957,000 for the three months ended June 30, 2024. The primary reason for the $168,237 increase in stock-based compensation expense was the new options granted in December 2024.

Stock plan options outstanding			18,100,000
Restricted stock awards			11,600,000
Stock plan shares available for future grants			15,300,000
Warrants outstanding			46,836,387
Total			91,836,387

~~Interest~~9. COMMERCIAL ~~Expense~~MANUFACTURING CONTRACTS

~~For~~The Company has entered into an agreement with a contract manufacturing organization for the ~~nine~~manufacture ~~months~~and ~~ended~~supply ~~June~~of 30drug substance. The agreement runs through calendar year 2026, ~~2025~~with an automatic renewal for a subsequent four-year term. Under this agreement, the Company ~~interest~~is ~~expense~~obligated ~~was~~to ~~$160~~purchase minimum annual quantities of batches at a set price per batch,~~755~~ assubject ~~compared~~to annual increases. Additionally, the Company is required to pay an annual service fee of $0250,000. The agreement also includes provisions for potential price increases based on increases in the ~~three~~manufacturer’s ~~months~~operating ~~ended~~expenses ~~June~~or 30industry indices, ~~2024~~as well as significant termination fees and obligations. As ~~This~~of ~~was~~December ~~related~~31, to2025, the ~~letter~~total minimum purchase commitment under this agreement was approximately $16.2 million consisting of obligations of $9.9 million and $6.3 million for calendar years 2025 and 2026, respectively with ~~Eisai~~2025 representing prior production obligations which were not manufactured.

~~Income Taxes~~14

~~The~~As of ~~Company~~December ~~recorded~~31, ~~deferred~~2025, ~~income~~the ~~tax~~Company ~~expense of~~also ~~$264,240~~has incommercial ~~the~~supply ~~three~~agreements ~~months~~with ~~ended~~two ~~June~~other ~~30,~~vendors ~~2025~~for asthe ~~compared~~completion toand ~~$144,000~~packaging inof ~~the~~finished drug ~~three~~products. ~~months~~Minimum ~~ended~~purchase ~~June~~commitments ~~30,~~under ~~2024~~these ~~related~~two agreements amount to ~~the~~approximately ~~amortization for~~$4.0 ~~taxable~~million ~~purposes~~consisting of ~~its~~purchase commitment obligations of $2.2 million in~~-process~~ ~~research~~calendar year 2026 and ~~development~~$1.8 ~~asset~~million in calendar year 2027.

~~Net~~10. RELATED ~~Loss~~PARTY TRANSACTIONS

~~For~~Our officers ~~the~~and ~~three~~directors ~~months~~also ~~ended~~serve ~~June~~as ~~30,~~officers ~~2025,~~of weCitius ~~incurred a~~Pharma. ~~net~~As ~~loss~~ of $5December 31,~~369,956~~ ~~compared to a net loss of $4~~2025,~~772,850~~ ~~for~~ the ~~three~~Company ~~months~~does ~~ended~~not ~~June~~have ~~30,~~any ~~2024~~employees. The Company ~~$597,106~~and ~~increase~~Citius inPharma entered into the ~~net loss~~A&R ~~was~~Shared ~~primarily~~Services ~~due~~Agreement toand under the ~~increases~~terms of ~~$341~~the agreement,~~036~~ inCitius ~~general~~Pharma ~~and~~provides management ~~administrative expenses~~ and ~~$168,237~~scientific inservices ~~stock-based~~to ~~compensation expense~~us.

~~Nine~~During the three months ended ~~June~~December 3031, 2025, ~~compared~~Citius ~~with~~Pharma charged us $497,937 for reimbursement of general and administrative payroll, $480,000 for reimbursement of research and development payroll, and $27,939 for the ~~nine~~use ~~months~~of shared office space. During the three months ended ~~June~~December 3031, 2024, Citius Pharma charged us $567,937 for reimbursement of general and administrative payroll, $480,000 for reimbursement of research and development payroll, and $30,368 for the use of shared office space.

	Nine Months Ended June 30, 2025			Nine Months Ended June 30, 2024
Revenues	$	—		$	—
Operating expenses:
Research and development		5,342,198			3,628,900
General and administrative		7,446,753			4,443,899
Stock-based compensation – general and administrative		6,022,287			5,831,000
Total operating expenses		18,811,238			13,903,799
Operating loss		(18,811,238	)		(13,903,799	)
Interest expense		160,755			—
Loss before income taxes		(18,971,993	)		(13,903,799	)
Income tax expense		792,720			432,000
Net loss	$	(19,764,713	)	$	(14,335,799	)

We have had limited cash, therefore most of our expenditures were paid by Citius Pharma and reflected in the due to related party account.

~~Revenues~~Citius Pharma advanced cash to us for a non-interest bearing, unsecured promissory note, dated August 16, 2024, in the principal amount of $3,800,111. The note is repayable in full upon a financing of at least $50 million by us. Management does not anticipate such repayment within the next twelve months and has classified the note payable as a long-term liability.

~~We did not generate any revenues for the nine months ended June 30, 2025 and 2024.~~15

~~Research~~Item 2. Management’s Discussion and ~~Development~~Analysis ~~Expenses~~of Financial Condition and Results of Operations.

~~For~~The following discussion and analysis of our financial condition and results of operations for the ~~nine~~three months ended ~~June~~December 3031, 2025, ~~research~~and 2024 should be read together with our unaudited condensed consolidated financial statements and ~~development~~related ~~expenses~~notes ~~were~~included ~~$5,342,198~~elsewhere asin ~~compared~~this Report toand ~~$3,628,900~~in ~~for~~conjunction with the ~~nine~~audited ~~months~~financial statements of Citius Oncology, Inc. included in our Annual Report on Form 10-K for the year ended ~~June~~September 30, ~~2024~~2025, anfiled ~~increase~~with ofthe $1SEC on December 23,~~713~~ 2025. The following discussion contains “forward-looking statements” that reflect our future plans,~~298~~ estimates, beliefs and expected performance. Our actual results may differ materially ~~primarily~~from ~~related~~those tocurrently ~~costs~~anticipated ~~associated~~and ~~with~~expressed ~~the~~in ~~expense~~such forward-looking statements as a result of a ~~drug~~number ~~substance~~of ~~batch~~factors. ~~needed~~We ~~for~~caution that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results and the differences ~~pre~~can be material. Please see “Cautionary Note Regarding Forward-~~license~~Looking ~~inspection~~Statements” on page iii of ~~the~~this ~~manufacturer~~Report.

15Business

~~General~~Citius Oncology is a specialty biopharmaceutical company focused on developing and ~~Administrative~~commercializing ~~Expenses~~innovative targeted oncology therapies. We have developed E7777 (denileukin diftitox), an approved oncology immunotherapy for the treatment of cutaneous T-cell lymphoma (“CTCL”), a rare form of non-Hodgkin lymphoma. We have obtained the trade name of LYMPHIR for E7777 and revenue commenced in December 2025 upon the commercial launch of LYMPHIR.

~~For~~We were incorporated in the ~~nine~~Cayman ~~months~~Islands ~~ended~~on ~~June~~March 301, ~~2025~~2021, ~~general and~~for ~~administrative~~the ~~expenses~~purpose ~~were~~of ~~$7,446,753~~effecting asa ~~compared~~business tocombination ~~$4,443,899~~with ~~for~~one ~~the~~or ~~nine~~more ~~months~~businesses. In ~~ended~~August ~~June 30,~~ 2024, anwe ~~increase~~reincorporated ofin ~~$3,002,854. The~~Delaware ~~primary~~and ~~reason~~completed ~~for~~ the ~~increase~~Merger ~~was~~whereby ~~the~~we ~~efforts~~acquired ~~associated~~SpinCo ~~with~~as ~~the~~a ~~pre-commercial~~wholly ~~and~~owned ~~commercial~~subsidiary ~~launch~~and ~~activities~~changed our ofname ~~LYMPHIR~~to ~~associated with~~Citius ~~market research~~Oncology, ~~marketing,~~Inc. ~~distribution~~SpinCo ~~and~~began ~~drug~~operations ~~product~~in ~~reimbursement~~April ~~from health plans and payers~~2022.

~~Stock-based~~Since inception, ~~Compensation~~we ~~Expense~~have devoted substantially all of our efforts to business planning, research and development, recruiting management and technical staff and commercially launching LYMPHIR. We are subject to a number of risks common to companies in the pharmaceutical industry including, but not limited to, our ability to obtain additional financing, risks related to the development by us or our competitors of research and development stage products, market acceptance of our approved products, competition from larger companies, dependence on key personnel, dependence on key suppliers and strategic partners, and our compliance with governmental and other regulations.

~~For the nine months ended June 30, 2025, stock-based~~License ~~compensation~~Agreement ~~expense~~with was $6,022,287 as compared to $5,831,000 for the nine months ended June 30, 2024. The primary reason for the $191,287 increase in stock-based compensation expense was the new options granted in December 2024.Eisai

~~Interest~~In September ~~Expense~~2021, Citius Pharma entered into an asset purchase agreement with Dr. Reddy’s and a license agreement with Eisai to acquire an exclusive license of E7777 (denileukin diftitox), an oncology immunotherapy for the treatment of CTCL, a rare form of non-Hodgkin lymphoma. Citius Pharma renamed E7777 as I/ONTAK and also obtained the trade name LYMPHIRTM for the product. Citius Pharma assigned these agreements to us effective April 1, 2022. Denileukin diftitox is referred to in this report as E7777, I/ONTAK or LYMPHIR, depending on the period of time and context that is being discussed.

~~For~~Under the terms of these agreements, Citius Pharma acquired Dr. Reddy’s exclusive license of E7777 from Eisai and other related assets owned by Dr. Reddy’s which are now owned by us. The exclusive license includes rights to develop and commercialize E7777 in all markets except for Japan and certain parts of Asia. Eisai retains exclusive development and marketing rights for the ~~nine~~agent ~~months~~in ~~ended~~Japan, China, ~~June~~Korea, 30Taiwan, ~~2025~~Hong Kong, ~~interest~~Macau, ~~expense~~Indonesia, ~~was~~Thailand, Malaysia, Brunei, Singapore, India, Pakistan, Sri Lanka, Philippines, Vietnam, Myanmar, Cambodia, Laos, Afghanistan, Bangladesh, Bhutan, Nepal, Mongolia, and Papua New Guinea. Citius Pharma paid Dr. Reddy’s a $~~160~~40 million upfront payment,~~755~~ which represents the acquisition date fair value of the in-process research and development acquired from Dr. Reddy’s. Dr. Reddy’s is entitled to up to $40 million in development milestone payments related to CTCL approvals in the U.S. and other markets, up to $70 million in development milestones for additional indications, as ~~compared~~well as commercial milestone payments and low double-digit tiered royalties on net product sales (within a range of 10% to 15%), and up to $0300 million for commercial sales milestones. We also must pay on a fiscal quarter basis tiered royalties equal to low double-digit percentages of net product sales (within a range of 10% to 15%). The royalties will end on the ~~nine~~earlier ~~months~~of ~~ended~~(i) ~~June~~the 3015-year anniversary of the first commercial sale of the latest indication that received regulatory approval in the applicable country and (ii) the date on which a biosimilar product results in the reduction of net sales in the applicable product by 50% in two consecutive quarters, ~~2024.~~as ~~This~~compared to the four quarters prior to the first ~~was~~commercial ~~related~~sale of the biosimilar product. We will also pay to Dr. Reddy’s an amount equal to a low-thirties percentage of any sublicense upfront consideration or milestone payments (or the ~~letter~~like) ~~agreement~~received ~~with~~by ~~Eisai~~us and the greater of (i) a low-thirties percentage of any sublicensee sales-based royalties or (ii) a mid-single digit percentage of such licensee’s net sales. Citius Pharma is a guarantor of our payment obligations under these agreements.

~~Income Taxes~~16

~~The~~At the ~~Company~~time ~~recorded~~of ~~deferred~~the ~~income~~FDA ~~tax~~approval ~~expense of~~for ~~$792~~LYMPHIR,~~720~~ ina $27.5 million milestone payment became payable to Dr. Reddy’s under the ~~nine~~terms ~~months~~of ~~ended~~the asset ~~June~~purchase ~~30,~~agreement ~~2025~~for aswhich ~~compared~~a tobalance of $~~432,000~~18.25 inmillion ~~the~~remains ~~nine~~due ~~months~~as ~~ended~~of ~~June~~December 3031, ~~2024~~2025. ~~related~~Dr. Reddy’s agreed to ~~the~~a ~~amortization~~partial ~~for~~deferral ~~taxable~~without ~~purposes~~penalty of ~~its~~this ~~in-process~~milestone ~~research and development asset~~payment.

~~Net~~Under the ~~Loss~~license agreement, Eisai was due a $5.9 million milestone payment upon FDA approval, and additional commercial milestone payments related to the achievement of net product sales thresholds and an aggregate of up to $22 million related to the achievement of net product sales thresholds. We were also required to reimburse Eisai for up to $2.65 million of its costs to complete the Phase 3 pivotal clinical trial for LYMPHIR for the CTCL indication and reimburse Eisai for all reasonable costs associated with the preparation of a BLA for LYMPHIR. Eisai was responsible for completing the CTCL clinical trial, and CMC activities through the filing of the BLA for LYMPHIR with the FDA. We are responsible for development costs associated with potential additional indications.

~~For~~On March 28, 2025, Citius Oncology and Eisai entered into a letter agreement that amended the ~~nine~~license ~~months~~agreement ~~ended~~to ~~June~~provide 30for a payment schedule to Eisai for the milestone payment and certain unpaid invoices. We agreed to pay Eisai $2,535,318 on July 15, 2025, ~~we incurred~~$2,350,000 aon ~~net~~the ~~loss~~15th of ~~$19~~each of the subsequent four months,~~764,713~~ ~~compared~~and tomake a ~~net~~final ~~loss~~payment of $142,~~335~~197,~~799~~892 ~~for~~on or before December 15, 2025, in each case with interest on each obligation from its original due date through the ~~nine~~date of payment at the rate of 2% per annum. During the three months ended ~~June~~December 3031, ~~2024~~2025, we recorded $45,841 in interest expense under the agreement. The $5parties released each other from any and all claims,~~428~~ losses,~~914~~ ~~increase~~damages, incosts and expenses that arise from or related to our failure to pay the milestone payment or ~~net~~the ~~loss~~other ~~was~~incurred ~~primarily~~costs ~~due~~under tothe license agreement except for any claims arising out of a breach of the ~~increases~~letter agreement. All other terms of ~~$1,713,298~~the license agreement remain in ~~research~~full force and ~~development~~effect. ~~and~~On $3December 15,~~002~~ 2025,~~854~~ inwe ~~general~~paid Eisai the balance of the outstanding milestone approval fee and ~~administrative~~accumulated ~~expenses~~interest on the license fee. At December 31, 2025, we owe Eisai approximately $6.8 million for certain other unpaid invoices.

~~LIQUIDITY~~The term ~~AND~~of ~~CAPITAL~~the ~~RESOURCES~~license agreement will continue until (i) March 30, 2026, if there has not been a commercial sale of a licensed product in the territory, or (ii) if there has been a first commercial sale of a licensed product in the territory by March 30, 2026, the 10-year anniversary of the first commercial sale on a country-by-country basis. The first commercial sale occurred in December 2025. The term of the license may be extended for additional 10-year periods for all countries in the territory by notifying Eisai and paying an extension fee equal to $10 million. Either party may terminate the license agreement upon written notice if the other party is in material breach of the agreement, subject to cure within the designated time periods. Either party also may terminate the license agreement immediately upon written notice if the other party files for bankruptcy or takes related actions or is unable to pay its debts as they become due. Additionally, either party will have the right to terminate the agreement if the other party directly or indirectly challenges the patentability, enforceability or validity of any licensed patent.

~~Liquidity~~Under the purchase agreement with Dr. Reddy’s, we are required to (i) use commercially reasonable efforts to make commercially available products in the CTCL indication, peripheral T-cell lymphoma indication and ~~Working~~immuno-oncology ~~Capital~~indication, (ii) initiate two investigator initiated immuno-oncology trials (both of which have been initiated), (iii) use commercially reasonable efforts to achieve each of the approval milestones, and (iv) complete each specified immuno-oncology investigator trial on or before the four-year anniversary of the effective date of the definitive agreement. Additionally, we are required to commercially launch a product in a territory within six months of receiving regulatory approval for such product in each such jurisdiction; though approved in August 2024, Dr. Reddy’s waived the six-month requirement and the launch of LYMPHIR in December 2025 satisfied this requirement in the U.S.

Citius Oncology has incurred operating losses since inception and incurred a net loss of $19,764,713 for the nine months ended June 30, 2025. At June 30, 2025, we had an accumulated deficit of $59,043,300. The Company has no revenue and has relied on funding from Citius Pharma to finance its operations. At June 30, 2025, we had $112 in cash and a negative working capital of approximately $34.7 million. 17

~~We need to obtain substantial additional financing~~RESULTS inOF order to satisfy our outstanding milestone payment obligations, as well as meet minimum purchase commitments under our agreements for the manufacture and supply of our drug product, and cannot be sure that any additional funding will be available on terms favorable to us, or at all. As of June 30, 2025, the Company’s outstanding milestone payments and purchase commitments for 2025 include:OPERATIONS

~~● We have agreed to pay Eisai on or before July 15, 2025, an aggregate amount of $2,535,318 and thereafter on the 15th of each of the next four~~ Three months ~~$2,350,000~~ended ~~and make a final payment of $2,197,892 to Eisai on or before~~ December 1531, 2025, incompared ~~each case~~ with ~~interest on each obligation from its original due date through~~ the ~~date~~three ofmonths ~~actual~~ended ~~payment~~December ~~under the letter agreement at the rate of 2% per annum. On July 15~~31, 2025, Citius Pharma made a payment of $1,091,167.12 to Eisai for the outstanding milestone approval fee and accumulated interest associated with the letter agreement. On July 21, 2025, Citius Oncology made a payment to Eisai of $1,616,521.96 for certain other invoices and accumulated interest associated with the letter agreement.2024

	Three Months Ended December 31, 2025			Three Months Ended December 31, 2025

Revenue	$	3,944,111			—
Cost of revenues		(789,208	)		—
Gross profit		3,154,903			—

Operating expenses:
Research and development		1,018,352			1,264,508
Amortization of in-process research and development		573,438			—
General and administrative		2,859,339			3,321,979
Stock-based compensation – general and administrative		3,956,050			1,808,478
Total operating expenses		8,407,179			6,394,965
Operating loss		(5,252,276	)		(6,394,965	)
Interest income		28,288			—
Interest expense		(45,841	)		—
Loss before income taxes		(5,269,829	)		(6,394,965	)
Income tax expense		264,240			264,240
Net loss	$	(5,534,069	)	$	(6,659,205	)

● At the time of the FDA approval for LYMPHIR, a $27.5 million milestone payment became payable to Dr. Reddy’s under the terms of the asset purchase agreement for which a balance of $22.5 million remains due as of June 30, 2025. Pending further discussions with Dr. Reddy’s, Dr. Reddy’s agreed to a partial deferral without penalty of this milestone payment. On July 10, 2025, Citius Pharma made a payment of $1,000,000 to Dr. Reddy’s against the outstanding milestone approval fee. On July 28, 2025, Citius Oncology made a payment of $1,250,000 to Dr. Reddy’s against the outstanding milestone approval fee.Revenues

●In 2025, Wethe ~~have~~Company ~~entered~~executed ~~into~~three anservice ~~agreement~~agreements with apharmaceutical ~~contract~~specialty ~~manufacturing~~distributors ~~organization~~who ~~for~~are ~~the~~our ~~manufacture~~customers and ~~supply~~who ofdistribute LYMPHIR ~~drug~~to ~~substance.~~healthcare ~~Under~~organizations ~~this~~which ~~agreement~~include academic centers, ~~the~~community ~~Company~~oncology ispractices, ~~obligated~~as towell ~~purchase~~as ~~minimum~~infusion ~~annual~~centers. ~~quantities~~The oftransaction price ~~batches~~for atgross aproduct ~~set~~revenues ~~price~~under ~~per~~these ~~batch,~~customer ~~subject~~specialty todistributor ~~annual~~agreements ~~increases~~are based on the contractually stated wholesale acquisition cost (“WAC”). AsThe oftransaction ~~June~~price 30is reduced for variable considerations, ~~2025~~including product returns, chargebacks, co-payment assistance, and other gross-to-net adjustments, which are reasonably estimated by the ~~total~~Company ~~minimum~~and ~~purchase~~constrained ~~commitment~~to ~~under~~amounts ~~this~~that are ~~agreement~~probable ~~was~~not ~~approximately~~to ~~$18~~result in a significant revenue reversal.3 ~~million~~As LYMPHIR is a newly launched product, ~~consisting~~any ofreasonable ~~payments~~estimates ofmade ~~$11.9~~by the ~~million~~Company ~~and~~regarding ~~$5.4~~certain ~~million~~gross-to-net ~~for~~adjustments ~~calendar~~will ~~years~~result ~~2025~~from ~~and~~certain ~~2026~~information, ~~respectively~~such as inventory held by distributors, market ~~and~~data ~~$1.0~~or ~~million~~comparable ~~for~~products, ~~2026~~until ~~pass-throughs~~sufficient ~~and~~historical ~~consumable~~data ~~manufacturing~~becomes ~~components~~available.

●Net product Asrevenues offor ~~June 30, 2025,~~ the ~~Company~~three ~~also~~months ~~has~~ended ~~commercial~~December ~~supply~~31, ~~agreements~~2025 ~~with~~were ~~two~~$3,944,111, ~~other~~as ~~vendors~~we ~~for~~began ~~the~~commercial ~~completion~~distribution ~~and packaging~~ of ~~finished~~LYMPHIR ~~drug~~in ~~products~~December 2025. ~~Minimum~~Gross ~~purchase~~profit ~~commitments~~on ~~under~~net ~~these~~product ~~two~~revenues ~~agreements~~for ~~amount~~the tothree ~~approximately~~months ~~$4.5~~ended ~~million~~December ~~consisting~~31, ~~of purchase commitment obligations of $2.9 million in calendar years~~ 2025 ~~and~~was ~~$1.6~~approximately ~~million in 2026~~80%.

~~We plan to continue to rely on funding from Citius~~The ~~Pharma,~~Company tobelieves raise capital through equity financings from outside investors and to generate revenue from the future sales of LYMPHIR. We also have retained Jefferies LLC as our exclusive financial advisor in evaluating strategic alternatives aimed at maximizing shareholder value. There is no assurance, however, that ~~Citius~~revenues ~~Pharma~~ will ~~have~~increase ~~the resources to continue funding us, that we will be successful~~ in ~~raising~~ the ~~needed~~future ~~capital~~as ~~and,~~LYMPHIR ifgains ~~funding~~market ~~is available, that it will be available on terms acceptable to us or that we will find strategic partners or generate substantial revenue from the sale of LYMPHIR~~acceptance.

~~During the three months ended June 30, 2025, Citius Pharma received net proceeds from equity offerings of approximately $10.5 million.~~18

~~On July 17, 2025, we completed a public offering~~Research ~~of 6,818,182 shares of common stock~~ and ~~warrants~~Development to purchase 6,818,182 shares of common stock for gross proceeds of $9,000,000. The shares and warrants were sold at a per unit price of $1.32. The immediately exercisable five-year warrants have an exercise price of $1.32 per share. Gross proceeds from the offering were approximately $9.0 million and net proceeds were approximately $7.44 million, after deducting placement agent fees and other offering expenses.Expenses

~~After giving effect to the Citius Pharma equity~~For ~~offerings during~~ the three months ended ~~June~~December 3031, 2025 ~~and our July 2025 public offering~~, weresearch ~~expect that we~~ and ~~Citius~~development ~~Pharma~~expenses ~~collectively will~~were ~~have~~$1,018,352, ~~sufficient~~as ~~funds~~compared to ~~continue~~$1,264,508 ~~our~~for ~~operations through September 2025. We will need to raise additional capital in~~ the ~~future to~~three ~~support~~months ~~our~~ended ~~operations~~December ~~beyond September 2025~~31, ~~including~~2024. toThe ~~complete~~decrease ~~the launch~~ of ~~LYMPHIR.~~$246,156 ~~There~~was isprimarily norelated ~~assurance,~~to ~~however,~~pre-commercial ~~that~~manufacturing weimplementation ~~will~~services berelated ~~successful in raising the needed capital or that the proceeds will be received in an amount or in a timely manner~~ to ~~support~~product ~~our~~labeling ~~operations~~serialization.

17Amortization of in-process research and development

~~Inflation~~Amortization of in-process research and development commenced upon revenue generation in December 2025. For the three months ended December 31, 2025 amortization was $573,438. In-process research and development is being amortized on a straight-line basis over the remaining FDA product exclusivity period, which ends in August 2036.

~~Our management believes that inflation has not~~General ~~had~~and aAdministrative ~~material effect on our results of operations.~~Expenses

~~Off~~For the ~~Balance~~three ~~Sheet~~months ~~Arrangements~~ended December 31, 2025, general and administrative expenses were $2,859,339, as compared to $3,321,979 for the three months ended December 31, 2024, a decrease of $462,640. The primary reason for the decrease was lower set-up and implementation costs associated with commercial services and launch activities.

~~We do not have any off~~Stock-~~balance~~based Compensation ~~sheet arrangements.~~Expense

~~Critical~~For the ~~Accounting~~three ~~Policies~~months ~~and~~ended ~~Estimates~~December 31, 2025, stock-based compensation expense was $3,956,050, as compared to $1,808,478 for the three months ended December 31, 2024. The primary reason for the $2,147,572 increase in stock-based compensation expense was the restricted stock awards granted in September 2025.

~~The preparation of our financial statements and~~Interest related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities as of the date of the financial statements and the amounts of revenues and expenses recorded during the reporting periods. We base our estimates on historical experience, where applicable, and other assumptions that we believe are reasonable under the circumstances. Actual results may differ from our estimates under different assumptions or conditions.Income

~~Our~~For the ~~critical~~three ~~accounting~~months ~~policies~~ended ~~and~~December ~~use~~31, ~~of estimates are discussed in~~2025, ~~and~~interest ~~should~~income bewas ~~read in conjunction with~~$28,288, ~~the~~as ~~annual~~compared ~~consolidated~~to ~~financial~~$0 ~~statements and notes included in the Company’s Annual Report on Form 10-K~~ for the ~~year~~three months ended ~~September~~December 3031, 2024,. We ~~filed~~have ~~with~~invested some of the ~~SEC~~proceeds onof ~~December~~our ~~27,~~recent ~~2024,~~equity asofferings ~~amended~~in ona ~~January~~money ~~27,~~market ~~2025~~account.

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk.~~Interest Expense

~~Not~~For the ~~applicable~~three months ended December 31, 2025, interest expense was $45,841, as compared to $0 for the three months ended December 31, 2024. Interest expense was related to the March 28, 2025 letter agreement with Eisai.

~~Item 4. Controls and Procedures.~~Income Taxes

~~Evaluation~~The Company recorded deferred income tax expense of ~~Disclosure~~$264,240 ~~Controls~~in the three months ended December 31, 2025 and ~~Procedures~~2024 related to the amortization for taxable purposes of its in-process research and development asset.

~~We maintain disclosure controls and procedures~~Net designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.Loss

~~Our Chief Executive Officer (who is our principal~~For ~~executive~~the ~~officer)~~three ~~and~~months ~~Chief~~ended ~~Financial~~December ~~Officer~~31, ~~(who~~2025, iswe ~~our~~incurred ~~principal~~a ~~financial~~net ~~officer~~loss ~~and~~of ~~principal accounting officer)~~$5,534,069, ~~evaluated the effectiveness of our disclosure controls and procedures (~~as ~~defined~~compared into ~~Rules~~a ~~13a-15(e)~~net ~~and~~loss ~~15d-15(e)~~of ~~promulgated~~$6,659,205 ~~under~~for the ~~Exchange Act)~~three asmonths ofended ~~June~~December 3031, ~~2025~~2024. InThe ~~designing and evaluating disclosure controls and procedures~~$1, ~~we recognize that any disclosure controls and procedures~~125, no136 ~~matter~~decrease ~~how~~in ~~well~~net ~~designed~~loss ~~and~~was ~~operated,~~primarily ~~can~~due ~~only~~to ~~provide~~our ~~reasonable~~gross ~~assurance~~profit ofon ~~achieving~~revenues ~~the desired control objective. As~~ of ~~June 30~~$3, ~~2025~~154,903, offset ~~based~~by onan ~~the~~increase ~~evaluation~~ of ~~these disclosure controls and procedures~~$2,012,214 ~~our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective~~ in ~~ensuring~~operating ~~that~~expenses, ~~information~~primarily ~~required~~related to ~~be disclosed by us in reports that we file or submit under~~ the ~~Exchange~~granting ~~Act~~of isrestricted ~~recorded,~~stock ~~processed, summarized, and reported within the time periods specified in the SEC’s rules and forms~~awards.

~~Changes In Internal Control Over Financial Reporting~~19

~~There were no changes in our internal control~~LIQUIDITY ~~over~~AND ~~financial~~CAPITAL ~~reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.~~RESOURCES

18Liquidity and Working Capital

~~PART~~Citius Oncology IIhas -incurred ~~OTHER~~operating ~~INFORMATION~~losses since inception and incurred a net loss of $5,534,069 for the three months ended December 31, 2025. At December 31, 2025, we had an accumulated deficit of $69,574,025. The Company has had limited revenue commencing in December 2025 and has historically relied on funding from Citius Pharma to finance our operations. At December 31, 2025, we had $7,295,451 in cash and a negative working capital of approximately $7.6 million.

~~Item~~During the three months ended December 31, 2025, we received net proceeds of approximately $15.1 million from an equity offering and Citius Pharma received net proceeds of approximately $5.8 ~~Legal~~million ~~Proceedings~~from an equity offering.

~~None~~In order to satisfy our outstanding milestone payment obligations, as well as meet minimum purchase commitments under our agreements for the manufacture and supply of our drug product, in addition to generating income from the sale of LYMPHIR, we need to obtain substantial additional financing and cannot be sure that any additional funding will be available on terms favorable to us, or at all. As of December 31, 2025, our outstanding milestone payments and purchase commitments for 2025 include:

~~Item~~● 1AOn March 28, 2025, we entered into a letter agreement to pay Eisai $2,535,318 on or before July 15, 2025, and $2,350,000 thereafter on the 15th of each of the next four months, and make a final payment of $2,197,892 on or before December 15, 2025, in each case with interest on each obligation from its original due date at the rate of 2% per annum. ~~Risk~~As ~~Factors~~of December 31, 2025, we have paid the milestone in full and owe a balance of approximately $6.8 million to Eisai for certain other invoices.

~~There~~● ~~have~~At ~~been~~the notime ~~material~~of ~~changes to~~ the ~~Company’s risk~~FDA ~~factors~~approval asfor ~~disclosed~~LYMPHIR, ina ~~the~~$27.5 ~~Company’s~~million ~~Annual~~milestone ~~Report~~payment onbecame ~~Form~~payable ~~10-K~~to ~~for~~Dr. ~~the~~Reddy’s ~~fiscal~~of ~~year~~which ~~ended~~a ~~September~~balance ~~30,~~of ~~2024,~~$18.25 ~~filed~~million ~~with~~remains ~~the SEC~~due ~~on December 27, 2024,~~ as ~~amended~~of onDecember ~~January 27~~31, 2025,. orDr. ~~in the Company~~Reddy’s ~~Quarterly~~has ~~Report~~agreed onto ~~Form~~a ~~10-Q~~partial ~~for~~deferral ~~the~~without ~~nine~~penalty ~~months ended~~of ~~June~~this ~~30,~~milestone ~~2025~~payment.

~~Item~~● 2We entered into an agreement with a contract manufacturing organization for the manufacture and supply of drug substance. ~~Unregistered~~Under ~~Sales~~this agreement, we are obligated to purchase minimum annual quantities of ~~Equity~~batches ~~Securities~~at ~~and~~a ~~Use~~set price per batch, subject to annual increases. As of ~~Proceeds~~December 31, 2025, the total minimum purchase commitment under this agreement was approximately $16.2 million, consisting of payments of $9.9 million and $6.3 million for calendar years 2025 and 2026, respectively, with 2025 representing prior obligations which were not manufactured.

~~None~~● As of December 31, 2025, the Company also has commercial supply agreements with two other vendors for the completion and packaging of finished drug products. Minimum purchase commitments under these two agreements are approximately $4.0 million consisting of purchase commitment obligations of $2.2 million in calendar years 2026 and $1.8 million in 2027.

~~Item~~We plan 3to continue to partially rely on funding from Citius Pharma, to raise capital through equity financings from outside investors, and to generate revenue from sales of LYMPHIR. ~~Defaults~~We ~~Upon~~also ~~Senior~~have ~~Securities~~retained Jefferies LLC as our exclusive financial advisor in evaluating strategic alternatives aimed at maximizing shareholder value. There is no assurance, however, that Citius Pharma will have the resources to continue partially funding us, that we will be successful in raising the needed capital and, if funding is available, that it will be available on terms acceptable to us or that we will find strategic partners or generate substantial revenue from the sale of LYMPHIR.

~~None~~After giving effect to our recent equity offerings during the three months ended December 31, 2025, we expect that we and Citius Pharma collectively will have sufficient funds to continue our operations through May 2026. We will need to raise additional capital in the future to support our operations beyond May 2026. There is no assurance, however, that we will be successful in raising needed capital or that the proceeds will be received in an amount or in a timely manner to support our operations.

~~Item 4. Mine Safety Disclosures.~~Investing Activities

~~Not~~During the ~~applicable~~three months ended December 31, 2025, we paid the final $2,900,000 due to Eisai in connection with the LYMPHIR approval milestone and paid $1,500,000 in connection with the milestone payment due to Dr. Reddy’s. At December 31, 2025, we owe Dr. Reddy’s $18,250,000 representing the balance of the approval milestone.

~~Item 5. Other Information.~~20

~~During the quarter ended June 30, 2025, none of our directors or officers adopted or terminated any contract or written plan for the purchase or sale of our securities.~~Inflation

~~On August 17, 2025, we issued to a financial advisor~~Our ~~warrants~~management tobelieves ~~purchase up to 477,273 shares of our common stock with an exercise price of $1.65 per shares and~~ that ~~expire~~inflation onhas ~~August~~not ~~17, 2030.~~had ~~The warrants were issued in~~ a ~~private~~material ~~placement~~effect ~~pursuant~~on toour ~~Section~~results ~~4(a)(2)~~ of ~~the Securities Act of 1933, as amended~~operations.

19Off Balance Sheet Arrangements

~~Item~~We do 6.not ~~Exhibits~~have any off-balance sheet arrangements.

3.1		Certificate of Incorporation of Citius Oncology, Inc. (incorporated by reference to Exhibit 3.1 of Form 8-K filed on August 16, 2024).
3.2		Certificate of Amendment to the Certificate of Incorporation of Citius Oncology, Inc., filed with the Secretary of State of the State of Delaware on April 7, 2025.
4.1		Warrant Agency Agreement, dated as of July 17, 2025, by and between Citius Oncology, Inc. and Equiniti Trust Company, LLC (incorporated by reference to Exhibit 4.1 of Form 8-K filed on July 18, 2025).
4.2		Form of Common Warrant (incorporated by reference to Exhibit 4.2 of Form 8-K filed on July 18, 2025).
4.3		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 of Form 8-K filed on July 18, 2025).
10.1		Placement Agency Agreement, dated as of July 16, 2025, between Citius Oncology, Inc. and Maxim Group LLC (incorporated by reference to Exhibit 10.1 of Form 8-K filed on July 18, 2025).
10.2		Securities Purchase Agreement, dated as of July 16, 2025, between Citius Oncology, Inc. and the purchaser named therein (incorporated by reference to Exhibit 10.2 of Form 8-K filed on July 18, 2025).
31.1		Certification of the Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a).*
31.2		Certification of the Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a).*
32.1		Certification of the Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.*
EX-101.INS		Inline XBRL Instance Document*
EX-101.SCH		Inline XBRL Taxonomy Extension Schema Document*
EX-101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*
EX-101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*
EX-101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*
EX-101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
EX-104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

Critical Accounting Policies and Estimates

*The preparation ~~Filed~~of ~~herewith~~our financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities as of the date of the financial statements and the amounts of revenues and expenses recorded during the reporting periods. We base our estimates on historical experience, where applicable, and other assumptions that we believe are reasonable under the circumstances. Actual results may differ from our estimates under different assumptions or conditions.

20Our critical accounting policies and use of estimates as discussed in the footnotes to the condensed consolidated financial statements included within this Form 10-Q should also be read in conjunction with, the annual consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025, filed with the SEC on December 23, 2025.

~~SIGNATURES~~Item 3. Quantitative and Qualitative Disclosures About Market Risk.

~~Pursuant to the requirements of the Securities~~Not ~~Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~applicable.

	CITIUS ONCOLOGY, INC.
Date: August 12, 2025	By:	/s/ Leonard Mazur
		Leonard Mazur
		Chief Executive Officer (Principal Executive Officer)
Date: August 12, 2025	By:	/s/ Jaime Bartushak
		Jaime Bartushak
		Chief Financial Officer (Principal Financial and Accounting Officer)

Item 4. Controls and Procedures.

21Evaluation of Disclosure Controls and Procedures

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xbrli:pure and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

Our Chief Executive Officer (who is our principal executive officer) and Chief Financial Officer (who is our principal financial officer and principal accounting officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of December 31, 2025. In designing and evaluating disclosure controls and procedures, we recognize that any disclosure controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objective. As of December 31, 2025, based on the evaluation of these disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Changes In Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

There have been no material changes to the Company’s risk factors as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on December 23, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

In connection with our registered direct offering and concurrent private placement which closed on December 10, 2025, we issued to a financial advisor warrants to purchase up to 660,550 shares of our common stock with an exercise price of $1.199 per shares and have a five-year term. The warrants were issued in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the quarter ended December 31, 2025, none of our directors or officers adopted or terminated any contract or written plan for the purchase or sale of our securities.

Item 6. Exhibits.

4.1		Form of Common Warrant (incorporated by reference to Exhibit 4.1 of Form 8-K filed on December 10, 2025).

4.2		Form of Pre-funded Warrant (incorporated by reference to Exhibit 4.2 of Form 8-K filed on December 10, 2025).

4.3		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 of Form 8-K filed on December 10, 2025).

10.1		Form of Registered Direct Securities Purchase Agreement, dated as of December 9, 2025, by and between Citius Oncology, Inc. and the purchaser signatory thereto (incorporated by reference to Exhibit 10.1 of Form 8-K filed on December 10, 2025).

10.2		Form of PIPE Securities Purchase Agreement, dated as of December 9, 2025, by and between Citius Oncology, Inc. and the purchaser signatory thereto (incorporated by reference to Exhibit 10.2 of Form 8-K filed on December 10, 2025).

10.3		Form of Registration Rights Agreement, dated as of December 9, 2025, by and between Citius Oncology, Inc. and the purchaser signatory thereto (incorporated by reference to Exhibit 10.3 of Form 8-K filed on December 10, 2025).

10.4		Form of Warrant Amendment Agreement, dated as of December 9, 2025, by and between Citius Oncology, Inc. and the investor signatory thereto (incorporated by reference to Exhibit 10.4 of Form 8-K filed on December 10, 2025).

10.5		Amendment to Promissory Note, dated December 10, 2025, by and between Citius Oncology, Inc. and Citius Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.5 of Form 8-K filed on December 10, 2025).

31.1		Certification of the Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a).*

31.2		Certification of the Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a).*

32.1		Certification of the Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.*

EX-101.INS		Inline XBRL Instance Document*

EX-101.SCH		Inline XBRL Taxonomy Extension Schema Document*

EX-101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*

EX-101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*

EX-101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*

EX-101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*

EX-104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CITIUS ONCOLOGY, INC.

Date: February 13, 2026	By:	/s/ Leonard Mazur
		Leonard Mazur
		Chief Executive Officer (Principal Executive Officer)

Date: February 13, 2026	By:	/s/ Jaime Bartushak
		Jaime Bartushak
		Chief Financial Officer (Principal Financial and Accounting Officer)

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