Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Citius Oncology, Inc. (Name of Issuer) |
Common Shares, $0.0001 par value per share (Title of Class of Securities) |
17331Y109 (CUSIP Number) |
Alexander M. Donaldson, Esq. Wyrick Robbins Yates & Ponton LLP, 4101 Lake Boone Trail, Suite 300 Raleigh, NC, 27607 (919) 781-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 17331Y109 |
| 1 |
Name of reporting person
Citius Pharmaceuticals, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
66,049,615.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
84.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
CO
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, $0.0001 par value per share | |
| (b) | Name of Issuer:
Citius Oncology, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
11 Commerce Drive, 1st Floor, Cranford,
NEW JERSEY
, 07016. | |
Item 1 Comment:
EXPLANATORY NOTE On July 17, 2025, the Issuer sold and issued 6,818,182 shares of its common stock, $0.0001 par value per share, in a public offering. This Amendment No. 1 to the Schedule 13D of the Reporting Person filed on August 16, 2024
, amends and supplements the Schedule 13D as specifically set forth herein, to give effect to the issuance of the shares on July 17, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Person is the beneficial owner of 66,049,615 shares of the Issuer's common stock, which represents approximately 84.3% of the Issuer's outstanding common stock, based upon 78,370,402 shares of common stock outstanding as of July 17, 2025. | |
| (b) | The Reporting Person has sole voting and dispositive power of 66,049,615 shares of the Issuer's common stock beneficially owned. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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