Form 8-K
8-K — CITIUS ONCOLOGY, INC.
Accession: 0001213900-26-088068
Filed: 2026-08-12
Period: 2026-08-07
CIK: 0001851484
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — ea0301456-8k_citius.htm (Primary)
EX-99.1 — PRESS RELEASE, DATED AUGUST 12, 2026 (ea030145601ex99-1.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 7, 2026
Citius Oncology, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-41534
99-4362660
(Commission File Number)
(IRS Employer
Identification No.)
11 Commerce Drive, 1st Floor, Cranford, NJ
07016
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code (908) 967-6677
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
CTOR
The Nasdaq Capital Market
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On August 7, 2026, the
Board of Directors (the “Board”) of Citius Oncology, Inc. (the “Company”) expanded the number of directors serving
on the Board to nine individuals and appointed Jonathan Peri, Ph.D., J.D. as a Class I member of the Board, effective August 10, 2026,
to serve until the Company’s 2028 annual meeting of stockholders or until his successor is duly elected and qualified.
While the Board’s Corporate
Governance and Nominating Committee has not formulated any specific minimum qualifications for director candidates, it has determined
certain desirable characteristics including strength of character, mature judgment, career specialization, relevant technical skills,
and independence. After conducting a broad and thorough process, the Corporate Governance and Nominating Committee recommended Dr. Peri
for appointment to the Board.
The Board has determined that
Dr. Peri is an independent director under the relevant SEC and Nasdaq Stock Market listing rules. Following Dr. Peri’s appointment,
the Board remains majority independent. Dr. Peri will be compensated in accordance with the Company’s compensation program for independent
directors, which is currently undergoing review by the Board.
Dr. Peri, 52, has served as President of Manor
College since October 2015. He has served as an elected Commissioner of Middle States Commission on Higher Education (MSCHE), a premier
university accrediting agency since July 2019 and was appointed Vice Chair in July 2026. Prior to Manor College, Dr. Peri was the Vice
President and General Counsel for Neumann University from July 2006 to October 2015. Dr. Peri’s prior experiences include service
as a nonprofit corporate legal counsel, former construction materials firm advisory director, former real estate broker, former political
consultant, and former auto racing team leader. From March 2021 to March 2024, Dr. Peri served on the advisory board of First State Bank,
the oldest bank in Texas, and was lead advisory director beginning in 2023. Dr. Peri received a B.A in Theology from Villanova University,
a J.D. from Widener University, a doctorate in Organizational Leadership from Eastern University and an MLE Certificate from Harvard University.
There have been no transactions
in which the Company has participated and in which Dr. Peri had a direct or indirect material interest that would be required to be disclosed
under Item 404(a) of Regulation S-K.
A copy of the press release
regarding the appointment of Dr. Peri to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Press release, dated August 12, 2026.
104
Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).
1
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 hereunto
duly authorized.
Date: August 12, 2026
CITIUS ONCOLOGY, INC.
By:
/s/ Leonard Mazur
Leonard Mazur
Chairman and Chief Executive Officer
2
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Exhibit 99.1
Citius Oncology Expands Board with Appointment
of Independent Director Jonathan Peri
CRANFORD, N.J., August 12, 2026 —
Citius Oncology, Inc. (“Citius Oncology”) (Nasdaq: CTOR), an oncology-focused biopharmaceutical company and majority-owned subsidiary
of Citius Pharmaceuticals, Inc. (“Citius Pharma”) (Nasdaq: CTXR), today announced that its Board of Directors voted to appoint
Jonathan Peri, Ph.D., J.D., as an additional independent director, effective August 10, 2026. Following a unanimous vote of approval by
the Board, the appointment expands the Company’s Board of Directors to nine members.
Dr. Peri brings three decades of leadership across
higher education, financial services, law, and corporate governance. He currently serves as President of Manor College and previously
served as Vice President and General Counsel of Neumann University, where he was the institution’s chief legal officer. From 2021 to 2024,
he served as lead advisory board director of First State Bank, the oldest state bank in Texas. He has also held fiduciary and governance
roles across numerous government, education, and nonprofit boards. His background spans strategic planning, fundraising, real estate,
and legal and regulatory oversight.
“We are pleased to welcome Jonathan to our
Board,” said Leonard Mazur, Chairman and Chief Executive Officer of Citius Oncology. “As we build on the commercial launch of
LYMPHIR® and scale the organization, Jonathan’s experience leading complex institutions and his disciplined, mission-focused
approach to governance will strengthen our Board as we work to deliver long-term value for shareholders and patients.”
“I am honored to join the Citius Oncology
Board at such a pivotal stage in the Company’s growth,” said Dr. Peri. “Citius Oncology is addressing a serious and underserved
need in cutaneous T-cell lymphoma, and I look forward to contributing to the Board’s strategic oversight as the Company advances its mission
of bringing innovative, targeted oncology therapies to patients.”
Dr. Peri earned his undergraduate degree
from Villanova University, his law degree from Widener University, and his doctorate in Organizational Leadership from Eastern
University. He holds a Management and Leadership in Education certificate from Harvard University and is an elected Commissioner
of the Middle States Commission on Higher Education (MSCHE). His experience as a chief legal officer, his service on boards
overseeing substantial financial assets, and his background in organizational governance are expected to strengthen the
Board’s legal, regulatory, and financial oversight. The Board has determined that Dr. Peri qualifies as an independent
director under applicable Nasdaq listing standards.
About Citius Oncology, Inc.
Citius Oncology, Inc. (Nasdaq: CTOR) is a platform
to develop and commercialize novel targeted oncology therapies. In December 2025, Citius Oncology launched LYMPHIR, approved by the FDA
for the treatment of adults with relapsed or refractory Stage I–III CTCL who had had at least one prior systemic therapy. Management
estimates the initial CTCL market for LYMPHIR currently exceeds $400 million, is growing, and is underserved by existing therapies. Robust
intellectual property protections that span orphan drug designation, complex technology, trade secrets and pending patents for immuno-oncology
use as a combination therapy with checkpoint inhibitors would further support Citius Oncology’s competitive positioning. For more information,
please visit www.citiusonc.com.
Forward-Looking Statements
This press release may contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Such statements are made based on our expectations and beliefs concerning future events impacting Citius Oncology. You can identify these
statements by the fact that they use words such as “will,” “anticipate,” “estimate,” “expect,”
“plan,” “should,” and “may” and other words and terms of similar meaning or use of future dates. Forward-looking
statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our
business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from those
currently anticipated are: our ability to maintain our culture and recruit, integrate and retain qualified personnel and advisors, including
on our Board of Directors; our ability to successfully commercialize LYMPHIR and establish a sustainable revenue stream; the estimated
markets for LYMPHIR and our product candidates and the acceptance thereof by any market; our ability to use the latest technology to support
our commercialization efforts for LYMPHIR; physician and patient acceptance of LYMPHIR in a competitive treatment landscape; our ability
to raise additional money to fund our operations; our ability to regain compliance with Nasdaq’s continued listing standards; our ability
to obtain, perform under and maintain third party agreements and relationships, including obtaining a new bulk drug substance supplier;
risks relating to the results of research and development activities, including those from our existing and any new pipeline assets; early-stage
clinical data may not be predictive of results from larger or later-stage studies; our ability to secure and maintain strategic partnerships
and expand international access to LYMPHIR; our reliance on third-party logistics providers, distributors, and specialty pharmacies to
support commercial operations; our ability to educate providers and payers, secure adequate reimbursement, and maintain uninterrupted
product supply; post-marketing requirements and ongoing regulatory compliance related to LYMPHIR; the ability of LYMPHIR and our product
candidates to impact the quality of life of our target patient populations; our ability to procure cGMP commercial-scale supply; risks
related to our growth strategy; patent and intellectual property matters; government regulation; as well as other risks described in our
Securities and Exchange Commission (“SEC”) filings. Accordingly, these forward-looking statements do not constitute guarantees
of future performance, and you are cautioned not to place undue reliance on these forward-looking statements. Risks regarding our business
are described in detail in our SEC filings which are available on the SEC’s website at www.sec.gov, including in Citius Oncology’s Annual
Report on Form 10-K for the year ended September 30, 2025, filed with the SEC on December 23, 2025. These forward-looking statements speak
only as of the date hereof, and we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances
on which any such statement is based, except as required by law.
Investor Contact:
Ilanit Allen
ir@citiuspharma.com
908-967-6677 x113
Media Contact:
STiR-communications
Greg Salsburg
Greg@STiR-communications.com
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