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Item 9A. Controls and Procedures

2025-12-23 compared with 2024-12-27 · 1309 added, 412 removed, 492 unchanged (78% of the section changed)

48 unchanged sentences

Corporate Governance

We have adopted a written Code of Ethics and Business

Conduct that applies to our directors, officers, and all employees.

We intend to disclose any amendments to, or waivers from, our code

of ethics and business conduct that are required to be publicly disclosed pursuant to rules of the SEC by filing such amendment or waiver

with the SEC.

This code of ethics and business conduct can be found in the “Governance – Governance Documents” section

of our website, www.citiusonc.com .

The other information required by this Item concerning

our directors and executive officers is incorporated by reference to the section captioned “Proposal No.

1—Election of Directors”

and “Corporate Governance” to be contained in our proxy statement related to the 2025 Annual Meeting of Stockholders (the

“Proxy Statement”), which information is expected to be filed with the SEC within 120 days of the end of our fiscal year pursuant

to General Instruction G(3) of Form 10-K or as otherwise provided by amendment to this Form 10-K.

The information required by this Item

concerning compliance with Section 16(a) of the Exchange Act by our directors, executive officers and persons who own more than 10% of

our outstanding common stock is incorporated by reference from the section captioned “Section 16(a) Beneficial Ownership Reporting

Compliance” to be contained in the Proxy Statement or as otherwise provided by amendment to this Form 10-K.

The following table sets forth information as of the date of this report

with respect to the individuals who serve as the directors and executive officers of Company, including their positions, and is followed

by a biography of each such individual.

Leonard Mazur

Chairman and Chief Executive Officer and Director

Myron Holubiak

Secretary and Director

Eugene Holuka

Joel Mayersohn

Jaime Bartushak

Chief Financial Officer and Treasurer

Chief Medical Officer

Leonard Mazur

Leonard Mazur is the Chairman and Chief Executive

Officer of the Company, a position he has held since August 12, 2024.

Prior thereto, he served as the Chief Executive Officer of Citius

Oncology Sub, Inc., beginning on April 1, 2022.

Mazur also serves as the Executive Chairman and Secretary of Citius Pharma (Nasdaq:

CTXR) and has been a member of the board of directors of Citius Pharma since September 2014.

In May 2022, Mr.

Mazur became the Chief Executive

Officer of Citius Pharma.

He also serves as the Secretary of Citius Pharma’s majority-owned subsidiary, NoveCite, Inc.

(“NoveCite”),

and provides other guidance to Citius Pharma and NoveCite.

Since August 2021, Mr.

Mazur has served on the board of directors of Hillstream

BioPharma, Inc.

HILS), a pre-clinical biotechnology company developing novel therapeutic candidates targeting ferroptosis, an

emerging new anti-cancer mechanism resulting in iron mediated cell death for treatment resistant cancers.

Mazur is the co-founder

and Vice Chairman of Akrimax Pharmaceuticals, LLC (“Akrimax”), a privately held pharmaceutical company specializing in producing

cardiovascular and general pharmaceutical products.

Akrimax was founded in September 2008 and has successfully launched prescription drugs

while acquiring drugs from major pharmaceutical companies.

From January 2005 to May 2012, Mr.

Mazur co-founded and served as the Chief

Operating Officer of Triax Pharmaceuticals LLC (“Triax”), a specialty pharmaceutical company producing prescription dermatological

Prior to joining Triax, he was the founder and, from 1995 to 2005, Chief Executive Officer of Genesis Pharmaceutical, Inc.

a dermatological products company that marketed its products through dermatologists’ offices as well as co-promoting products for

major pharmaceutical companies.

Mazur successfully sold Genesis to Pierre Fabre, a leading pharmaceutical company.

has extensive sales, marketing and business development experience from his tenures at Medicis Pharmaceutical Corporation as Executive

Vice President, ICN Pharmaceuticals, Inc.

as Vice President, Sales & Marketing, Knoll Pharma (a division of BASF), and Cooper Laboratories,

Mazur is a member of the Board of Trustees of Manor College, is a recipient of the Ellis Island Medal of Honor and was previously

the Chairman of the board of directors of Leonard-Meron Biosciences, Inc.

(“LMB”), the Company’s wholly-owned subsidiary.

Mazur received both his B.A.

from Temple University and has served in the U.S.

Marine Corps Reserves.

The Board believes that Mr.

Mazur is qualified

to serve as a director because of his entrepreneurial experience and marketing knowledge in the pharmaceutical industry.

Myron Holubiak

Myron Holubiak is the current Secretary of the

Company and a member of the Board, a position he has held since August 12, 2024.

Prior thereto, he served as Secretary and a director

of Citius Oncology Sub, Inc., beginning on April 1, 2022.

Holubiak is also the Executive Vice Chairman of Citius Pharma, a position

he has held since May 2022.

He has also served as a member of the board of directors of Citius Pharma since October 2015.

2015 through April 2022, Mr.

Holubiak served as Citius Pharma’s President and Chief Executive Officer.

Holubiak also serves

as the acting Chief Executive Officer of our majority-owned subsidiary, NoveCite.

Holubiak has extensive experience in managing and

advising large and emerging pharmaceutical and life sciences companies.

Holubiak was the President of Roche Laboratories, Inc.

a major research-based pharmaceutical company, from December 1998 to August 2001.

Prior to that, he held sales and marketing positions

at Roche during his 19-year tenure.

From September 2002 to July 2016, Mr.

Holubiak served on the board of directors and for the last two

years was the Chairman of the board of directors of BioScrip, Inc.

(“BioScrip”) (Nasdaq:

BioScrip is a leading national

provider of infusion and home care management solutions.

Since July 2010, Mr.

Holubiak has served as a member of the board of directors

of Assembly Biosciences, Inc.

(“Assembly”) (Nasdaq:

ASMB) and its predecessor Ventrus Biosciences, Inc.

Assembly is a biopharmaceutical

company developing innovative, small molecule therapeutics for hepatitis B virus (HBV), hepatitis delta virus (HDV) and herpes virus infections.

Additionally, Mr.

Holubiak serves as a director for bioAffinity Technologies Inc., a privately held company.

In March 2013, Mr.

founded LMB, the Company’s wholly-owned subsidiary, and he served as the Chief Executive Officer and President of LMB until March

In addition, Mr.

Holubiak was also a trustee of the Academy of Managed Care Pharmacy Foundation from April 2013 to April 2015.

Holubiak received a B.S.

in Molecular Biology and Biophysics from the University of Pittsburgh;

he received advanced business training

from the Harvard Business School and the University of London;

and advanced training in health economics from the University of York’s

Centre for Health Economics.

The Board believes that Mr.

Holubiak is qualified

to serve as a director because of his industry knowledge and experience managing both large and small pharmaceutical companies.

Suren Dutia has been a member of the Board since

August 12, 2024.

Dutia has also been a member of the board of directors of Citius Pharma since October 2015.

In addition to his role

as an outside independent director of Citius Pharma, Mr.

Dutia has been serving as director of Flint Rehab and Vahan Inc, since 2016.

Dutia has been involved in fostering entrepreneurship for more than 20 years and served as Senior Fellow of the Ewing Mario Kauffman

Foundation from March 2011 to December 2016 and Senior Fellow of Skandalaris Center for Entrepreneurship and Innovation at Washington

University, St.

Louis from 2010 to 2013.

He has served as a member of the advisory board of Center for Digital Transformation, University

of California, Irvine since May 2012.

From February 2006 to May 2010, Mr.

Dutia served as the Chief Executive Officer of TiE, a non-profit

organization involved in fostering entrepreneurship globally.

From February 2011 to May 2013, Mr.

Dutia served as a director of LifeProof

and from July 2000 to December 2011, he served as a director of Anvita Health.

From 1989 to 1998, Mr.

Dutia served as the Chief Executive

Officer and Chairman of the board of directors of Xscribe Corporation.

Prior to his positions with Xscribe Corporation, Mr.

several positions with Dynatech Corporation, and, in addition, he was the President of a medical instruments company.

Dutia received

degrees in chemical engineering and B.A.

in political science from Washington University, St.

In addition, he

obtained an M.B.A.

from the University of Dallas.

The Board believes that Mr.

Dutia is qualified

to serve as a director because of his financial management background, his involvement with start-up companies and his management skills.

Eugene Holuka

Eugene Holuka has been a member of the Board

since August 12, 2024.

Holuka has also been a member of the board of directors of Citius Pharma since June 2016.

internist and has practiced in internal medicine for almost 35 years.

He is presently an attending physician at the Staten Island University

Hospital where he has practiced since 1991.

Holuka has also served as an Adjunct Clinical Assistant Professor at the Touro College

of Osteopathic Medicine since 2011 and currently serves as an associate professor at the Zucker School of Medicine at Hofstra University.

From April 2014 until the acquisition of LMB by the Company in March 2016, he was a member of the LMB Scientific Advisory Board.

received the Ellis Island Medal of Honor in 2000 and has served on the NECO Committee Board since 2005.

He was an Executive Committee

Member on the Forum’s Children Foundation from 2000 until 2008.

The Board believes that Dr.

Holuka is qualified

to serve as a director because of his extensive experience in the healthcare industry.

McGrath has been a member of the Board

since August 12, 2024.

McGrath has also been a member of the board of directors of Citius Pharma since February 2023.

He has served

as the President of PAVmed, Inc.

PAVM), a diversified commercial-stage medical technology company since March 2019 (having served

as Executive Vice President from March 2017 to March 2019) and as PAVmed’s Chief Financial Officer since March 2017.

has also served as the Chief Financial Officer of Lucid, PAVmed’s majority owned subsidiary since the consummation of Lucid’s

initial public offering.

Previously, from 2000 to 2017 Mr.

McGrath served in several senior level positions of PhotoMedex, Inc.

PHMD), a global manufacturer and distributor of medical device equipment and services, including from 2011 to 2017 as director,

President, and Chief Financial Officer.

Prior to PhotoMedex’s reverse merger with Radiancy, Inc in December 2011, he also served

as a board member and Chief Executive Officer from 2009 to 2011 and served as Vice President of Finance and Chief Financial Officer from

2000 to 2009.

He received honors as a P.A.C.T.

(Philadelphia Alliance for Capital and Technology) finalist for the 2011 Investment Deal

of the Year, award winner for the SmartCEO Magazine 2012 CEO of the Year for Turnaround Company, and finalist for the Ernst & Young

2013 Entrepreneur of the Year.

He has extensive experience in mergers and acquisitions, both domestically and internationally, particularly

involving public company acquisitions, including Surgical Laser Technologies, Inc, (formerly, Nasdaq:

SLTI), ProCyte Corporation (formerly,

PRCY), LCA Vision, Inc.

(formerly, Nasdaq:

LCAV) and Think New Ideas, Inc.

(formerly, Nasdaq:

Prior to PhotoMedex, he served

in several senior level positions of AnswerThink Consulting Group, Inc.

(then, Nasdaq:

ANSR, now, The Hackett Group, Nasdaq:

business consulting and technology integration company, including from 1999 to 2000 as Chief Operating Officer of the Internet Practice,

the largest division of AnswerThink Consulting Group, Inc., while concurrently during the merger of the companies, serving as the acting

Chief Financial Officer of Think New Ideas, Inc.

(then, Nasdaq:

THNK, now, Nasdaq:

HCKT), an interactive marketing services and business

solutions company.

McGrath also served from 1996 until 1999 as Chief Financial Officer, Executive Vice President and director of TriSpan,

Inc., an internet commerce solutions and technology consulting company, which was acquired by AnswerThink Consulting Group, Inc.

During his tenure at Arthur Andersen & Co., where he began his career, he became a Certified Public Accountant in 1981 and he holds

a B.S., maxima cum laude, in accounting from LaSalle University.

In addition, he serves as the audit and compensation committee chair

and a director of several medical device companies, including DarioHealth Corp.

DRIO), and LIV Process, formerly BioVector, Inc.

Previously from 2014 to 2024, Mr.

McGrath served as a director and audit chair of Cagent Vascular, Inc., and from 2007 to 2009, Mr.

served as a director of Embrella Cardiovascular, Inc.

(sold to Edwards Lifesciences Corporation, NYSE:

He also serves on the Board

of Visitors for Taylor University and on Board of Trustees of Manor College.

The Board believes that Mr.

McGrath is qualified

to serve as a director because of his background of his extensive business experience and board service with public companies.

Smith has been a member of the Board

since August 12, 2024.

Smith has also been a member of the board of directors of Citius Pharma since March 2024.

Smith is an accomplished

biopharmaceutical executive who has driven commercial, financial, and operational success at leading pharmaceutical companies, including

PFE) and Wyeth Pharmaceuticals (formerly NYSE:

WYE), for more than 35 years.

Smith’s extensive industry expertise

has been honed by decades of executive leadership roles in business development, mergers and acquisitions, corporate and commercial strategy,

and research and development.

For the past eight years (May 2016 to January 2024), Mr.

Smith served as Senior Vice President, Global Gene

Therapy Business of Pfizer and was responsible for managing and leading gene therapy and rare disease early commercial development activities

in partnership with the rare disease research unit.

During his tenure at Pfizer, Mr.

Smith also served as Senior Vice President, Business

Development and Alliance Management (October 2009 to January 2024) and led its worldwide research and development organization and the

business development and strategy teams for Pfizer’s global animal health, Capsugel, a former subsidiary of Pfizer, consumer healthcare

and nutrition business units, as well as the alliance management function supporting all of Pfizer’s global biopharmaceutical business

units and the worldwide research and development organization.

Smith joined Pfizer from Wyeth Pharmaceuticals in 2009, following Pfizer’s

acquisition of Wyeth, where he was Senior Vice President, Mergers and Acquisitions (April 2008 to October 2009) responsible for leading

and managing Wyeth’s global mergers and acquisitions group.

Prior to that, in his role at Wyeth as Senior Vice President of Global

Licensing, he completed a wide variety of transactions in support of Wyeth’s commercial and research and development divisions.

Smith has served as a member of the board of directors of private companies AM Pharma B.V.

(observer), Bamboo Therapeutics Inc.

2016 to August 2016), and Ignite Immunotherapeutics Inc.

(December 2016 to October 2019), as well as Iterum Therapeutics Limited (observer)

Smith also serves or has served as a member of Life Sciences PA - the Pennsylvania Biotechnology Association, Bio

NJ - the New Jersey State Biotechnology Association (since 2021), the Duke Margolis Value Based Agreements Advisory Board, the Alliance

for Regenerative Medicine (ARM) (since 2018) and the Foundation for Cell and Gene Medicine (FCGM) (since 2019).

He is a member of the

Executive Committees of the ARM and FCGM Board of Directors and serves as the Chairman of the ARM Board’s Governance and Operations

Smith is also a member of the Business Advisory Board of Ocugen, Inc., the Investment Advisory Committee for Venture Investors

LLC, Madison, Wisconsin, and the Cell and Gene Therapy Scientific Advisory Board of the Focused Ultrasound Foundation based in Charlottesville,

Smith obtained a B.S.

in Neuroscience from the University of Rochester and an M.B.A.

in Finance and Corporate Accounting

from the William E.

Simon Graduate School of Business Administration at the University of Rochester, Rochester, New York.

The Board believes that Mr.

Smith is qualified

to serve as a director because of his extensive background with public companies and his business experience.

Joel Mayersohn

Joel Mayersohn has served as a director of the

Company since October 2022.

Mayersohn is a member at Dickinson Wright, where he specializes in corporate, securities and business

He advises a diversified client base in private placements, public offerings, mergers and acquisitions, financing transactions and

general securities law matters.

He also has experience in venture capital, bridge loans and pipe financings.

He is a member of the Florida

and New York Bars and received his J.D.

from The State University of New York at Buffalo.

The Board believes that Mr.

Mayersohn is well

qualified to serve as a director due to his extensive experience in corporate and finance legal matters.

Carol Webb has been a member of the Board since

August 12, 2024.

Webb served as a director of Leonard-Meron Biosciences, Inc.

(“LMB”), a wholly owned subsidiary of Citius

Pharma, beginning March 17, 2014 and, upon LMB’s acquisition by the Citius Pharma in March 2016, and has since been a member of

the board of directors of Citius Pharma.

From 2000 to 2005, she served as Company Group Chairman of Johnson & Johnson.

2000, she served in various capacities at Ortho Biotech, including President, Vice President, Executive Director, Product Management and

Senior Product Director.

From 1972 to 1983, Ms.

Webb worked in various positions at Roche Laboratories, including Sales Representative,

Sales Trainer, Product Manager and Manager of Public Policy.

Webb received her B.S.

in Biology from Bowling Green State University.

The Board believes that Ms.

Webb is qualified

to serve as a director because she brings over 40 years of pharmaceutical sales, marketing and business development experience to our

Jaime Bartushak

From April 1, 2014 until November 2017, Mr.

served as Chief Financial Officer of Leonard-Meron Biosciences, Inc.

(“LMB”), a wholly-owned subsidiary of Citius Pharma.

In November 2017, he became the Chief Financial Officer of Citius Pharma upon the acquisition of LMB by Citius Pharma.

In November 2022,

he was appointed Chief Business Officer of Citius Pharma.

Bartushak became our Chief Financial Officer in August 2024.

is an experienced finance professional for early-stage pharmaceutical companies, and has over 20 years of corporate finance, business

development, restructuring, and strategic planning experience.

Bartushak was one of the founders of LMB in 2014 and was instrumental

in its startup as well as in obtaining initial investment capital.

In 2014, prior to his work at LMB, Mr.

Bartushak helped lead the sale

of PreCision Dermatology, Inc.

to Valeant Pharmaceuticals International, Inc.

Czuczman, M.D.

Czuczman joined Citius Pharma as Chief Medical

Officer in July 2020.

He became our Chief Medical Officer in August 2024.

Prior to his employment with Citius Pharma, Dr.

Vice President, Global Clinical Research and Development, Therapeutic Area Head of Lymphoma/CLL at Celgene Corporation, a position he

held from June 2015 to January 2020.

Prior to working in the pharmaceutical industry, Dr.

Czuczman practiced medicine for over two decades

at Roswell Park Cancer Institute, an NCI-designated comprehensive cancer center in Buffalo, NY, where he served as chief of the Lymphoma/Myeloma

Service and head of the Lymphoma Translational Research Laboratory.

In addition to his extensive publications record, membership and leadership

roles on national and international research organizations, and consulting and advisory to dozens of pharma companies, Dr.

Czuczman also

attained the positions of tenured Professor of Medicine at the State University of New York at Buffalo School of Medicine and Biomedical

Sciences and Professor of Oncology at Roswell Park Comprehensive Cancer Center.

Czuczman received his medical degree from the Pennsylvania

State University College of Medicine after graduating magna cum laude in Biochemistry from the University of Pittsburgh.

his Internal Medicine residency training at Weill Cornell North Shore University/MSKCC Program, followed by Medical Oncology/Hematology

fellowship training at Memorial Sloan-Kettering Cancer Center in New York City.

Family Relationships

There are no family relationships among our executive

officers and directors.

Code of Ethics

We have adopted a written Code of Ethics and

Business Conduct that applies to our directors, officers, and all employees.

We intend to disclose any amendments to, or waivers from,

our code of ethics and business conduct that are required to be publicly disclosed pursuant to rules of the SEC by filing such amendment

or waiver with the SEC.

Additionally, we have adopted an insider trading policy to establish guidelines for our employees, officers,

directors, and consultants regarding transactions in our securities and the disclosure of material nonpublic information related to our

Company, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards

applicable to the registrant.

Both can be found in the Resources-Governance-Governance Documents section of our website, www.citiusonc.com .

Audit and Risk Committee

Our Audit and Risk Committee currently consists

McGrath (Chair), Dutia and Mr.

Each of Messrs.

McGrath, Dutia and Smith satisfies the independence requirements of Rule

5605(a)(2) of the Nasdaq Listing Rules and SEC Rule 10A-3.

Our Audit and Risk Committee is responsible for, among other things:

o appointing, terminating, compensating, and overseeing the work of any accounting firm engaged to prepare

or issue an audit report or other audit, review or attestation services;

o reviewing and approving, in advance, all audit and non-audit services to be performed by the independent

auditor, taking into consideration whether the independent auditor’s provision of non-audit services to us is compatible with maintaining

the independent auditor’s independence;

o reviewing and discussing the adequacy and effectiveness of our accounting and financial reporting processes

and controls and the audits of our financial statements;

o establishing and overseeing procedures for the receipt, retention, and treatment of complaints received

by us regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential, anonymous submission

by our employees regarding questionable accounting or auditing matters;

o monitoring and evaluating the independent auditor’s qualifications, performance, and independence

on an ongoing basis;

o reviewing and approving related-party transactions for potential conflict of interest situations on an

ongoing basis.

Our Board has affirmatively determined that Messrs.

McGrath and Dutia are designated as the “audit committee financial experts.” The designation does not impose on Messrs.

and Dutia any duties, obligations or liabilities that are greater than those generally imposed on members of our audit committee and our

Delinquent Section 16(A) Reports

Section 16(a) of the Exchange

Act requires our directors, executive officers and holders of more than 10% of our common stock to file with the SEC initial

reports of ownership and reports of changes in the ownership of our common stock and other equity securities.

Such persons are

required to furnish us copies of all Section 16(a) filings.

Based solely upon a review of the copies of the forms furnished to us,

we believe that our officers, directors and holders of more than 10% of our common stock complied with all applicable filing

requirements during the fiscal year ended September 30, 2025, except for Joel Mayersohn who filed a Form 4 on August 7, 2025 that

was due on July 30, 2025 to report a distribution in kind to limited partners of 10XYZ Holdings, which was the Sponsor of TenX Keane

Acquisition (“TenX”), the legacy entity of Citius Oncology, Inc.

on July 28, 2025.

Executive Compensation

The information required by this Item concerning

directors and executive compensation is incorporated by reference from the sections captioned “Director Compensation” and

“Executive Compensation”, respectively, to be contained in the Proxy Statement or as otherwise provided by amendment to the

EXECUTIVE COMPENSATION

Our Named Executive Officers (as identified below)

also are employees of Citius Pharma.

The services of Citius Pharma’s employees as our Named Executive Officers are provided to us

pursuant to an amended and restated shared services agreement with Citius Pharma.

For the fiscal years ended September 30, 2025 and 2024,

pursuant to the shared services agreement, Citius Pharma allocated a portion of the salary and non-equity incentive compensation paid

during each of those fiscal years to the services provided to us by its employees acting as our Named Executive Officers.

provided by Citius Pharma are allocated to any of our Named Executive Officers.

Executive Compensation Objectives

We seek to achieve the following broad goals in

our executive compensation programs and decisions regarding individual compensation:

o Attract and retain executives critical to our overall success.

o Reward executives for contributions to achieving strategic goals that enhance stockholder value.

o Foster and maintain a company culture of ownership, creativity and innovation.

o Motivate our executive officers to achieve critical long- and short-term development, product and financial

milestones set by the Board in consultation with management.

Named Executive Officers

Our “Named Executive Officers” for

the year ended September 30, 2025 consist of Mr.

Mazur, our Chief Executive Officer, and Mr.

Holubiak, our Secretary, and Dr.

our Chief Medical Officer, who were the two most highly compensated executive officers other than Mr.

Mazur serving as executive officers

as of September 30, 2025.

General Compensation Process

The Compensation Committee is responsible for

determining the elements and levels of compensation for our Named Executive Officers.

In doing so, the Compensation Committee reviews

our corporate performance against financial and corporate achievement measures, assesses individual performance and evaluates recommendations

of the Chief Executive Officer regarding compensation for other Named Executive Officers.

Deliberations of the Compensation Committee

may occur within a meeting of the full Board at which all members of the Compensation Committee are in attendance and the Board may take

action in such meetings upon the advice of the Compensation Committee Chair and/or its members.

To assist in its deliberations regarding executive

compensation, the Compensation Committee may engage the services of an independent executive compensation advisor.

The Company would anticipate

that the Compensation Committee may work with such independent executive compensation advisor to develop a peer group of companies within

the biotechnology and pharmaceuticals industries.

Components of Compensation

The key components of our executive compensation

package are cash compensation (salary) and long-term equity incentive awards.

These components are administered with the goal of providing

total compensation that recognizes meaningful differences in individual performance, is competitive, varies the opportunity based on individual

and corporate performance, and is valued by our Named Executive Officers.

It is the Compensation Committee’s objective

to set a competitive rate of annual base salary for each Named Executive Officer.

The Compensation Committee believes competitive base

salaries are necessary to attract and retain top quality executives, since it is common practice for public companies to provide their

named executive officers with a guaranteed annual component of compensation that is not subject to performance risk.

The Compensation

Committee, on its own or with outside consultants may establish salary ranges for our Named Executive Officers, with minimum to maximum

opportunities that cover the normal range of market variability.

The actual base salary for each Named Executive Officer is then derived

from those salary ranges based on his responsibility, tenure and past performance and market comparability.

Annual base salaries for the

Named Executive Officers are reviewed and approved by the Compensation Committee.

Changes in base salary are based on the scope of an

individual’s current job responsibilities, individual performance in the previous performance year, target pay position relative

to the peer group, and our salary budget guidelines.

The Compensation Committee reviews established goals and objectives and determines

an individual’s achievement of those goals and objectives and considers the recommendations provided by the Chief Executive Officer

to assist it in determining appropriate salaries for the Named Executive Officers other than the Chief Executive Officer.

The base salary information for our Named Executive

Officers for the fiscal years ended September 30, 2025 and 2024 is set forth in the Summary Compensation Table below.

Long-Term Incentive Equity Awards

We believe that long-term corporate success is

achieved with an ownership culture that encourages high performance by our employees through the use of stock-based awards.

were each established to provide our employees, including our Named Executive Officers, with incentives to help align employees’

interests with the interests of our stockholders.

The Compensation Committee believes that the use of stock-based awards offers the best

approach to achieving our compensation goals of incentivizing long-term performance.

We have historically elected to use stock options

as the primary long-term equity incentive vehicle;

however, the Compensation Committee has the ability under our stock plans to grant

restricted stock and other equity awards as part of our long-term incentive program, although no such awards have been granted to date.

We have selected the Black-Scholes method of valuation for stock-based compensation.

The Compensation Committee generally oversees the

administration of our stock plans.

Stock Options

Our 2024 Omnibus Stock Incentive Plan (the “2024

Plan”) authorizes us to grant options to purchase shares of common stock to our employees, directors and consultants.

Our 2023 Omnibus

Stock Incentive Plan (the “2023 Plan”) authorizes us to grant the same.

Upon the adoption of the 2024 Plan, we ceased granting

awards under the 2023 Plan.

The Compensation Committee reviews and approves

stock option awards to Named Executive Officers based upon a review of competitive compensation data, an assessment of individual performance,

a review of each Named Executive Officer’s existing long-term incentives, and retention considerations.

Periodic stock option grants

are made at the discretion of the Compensation Committee to eligible employees and, in appropriate circumstances, after consideration

of any recommendations of our Chief Executive Officer.

Stock options granted to employees have an exercise

price equal to the fair market value of our common stock on the day of grant, typically vest over a time or upon the achievement of certain

performance-based milestones and are based upon continued employment, and generally expire 10 years after the date of grant.

value of the options granted to the Named Executive Officers and reflected in the Summary Compensation Table is determined in accordance

with the Black-Scholes method of valuation for share-based compensation.

Incentive stock options also include certain other terms necessary

to ensure compliance with the Code.

We expect to continue to use stock options as

a long-term incentive vehicle because:

o Stock options align the interests of our Named Executive Officers with those of our stockholders, supporting

a pay-for performance culture, foster employee stock ownership, and focus the management team on increasing value for our stockholders.

o Stock options are performance-based.

All of the value received by the recipient of a stock option is based

on the growth of the stock price.

In addition, stock options can be issued with vesting based on the achievement of specified milestones

although we have not used such performance-based vesting to date.

o Stock options help provide balance to the overall executive compensation program as base salary and annual

bonuses focus on short-term compensation, while stock options focus on long-term compensation.

o The vesting period of stock options over time encourages executive retention and is designed to increase

stockholder value.

In determining the number of stock options to be granted to our Named Executive Officers, we take into account the

individual’s position, scope of responsibility, ability to affect profits and stockholder value and the individual’s historic

and recent performance and the value of stock options in relation to other elements of the individual Named Executive Officer’s

total compensation.

Policies and Practices Related to the Grant

of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

While we do not have a formal written policy

in place with regard to the timing of awards of options or similar awards in relation to the disclosure of material nonpublic information,

our equity awards are generally granted on fixed dates determined in advance.

On limited occasions, our Compensation Committee or

Board may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes.

The Committee approves all equity award grants

on or before the grant date and does not grant equity awards in anticipation of the release of material nonpublic information.

the Committee does not time the release of material nonpublic information based on equity award grant dates.

Executive Benefits and Perquisites

Our Named Executive Officers are not currently

parties to employment agreements.

We will consider entering into employment agreements as necessary and advisable.

In addition, consistent

with our compensation philosophy, we intend to establish benefits for our Named Executive Officers, including medical, dental and life

insurance and the ability to contribute to a 401(k) plan.

We would expect these benefits to be comparable to benefit levels for comparable

Pension Benefits

We do not maintain any qualified or non-qualified

defined benefit plans.

As a result, none of our Named Executive Officers participate in or have account balances in qualified or non-qualified

defined benefit plans sponsored by us.

Our Compensation Committee or Board may elect to adopt qualified or non-qualified benefit plans

in the future if it determines that doing so is in our best interests.

Nonqualified Deferred Compensation

None of our Named Executive Officers participate

in or have account balances in nonqualified defined contribution plans or other non-qualified deferred compensation plans maintained by

Our Compensation Committee or Board may elect to provide our officers and other employees with non-qualified defined contribution

or other non-qualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

Summary Compensation Table

The following table sets forth information regarding

compensation paid to our Named Executive Officers for the years ended September 30, 2025 and 2024.

Name & Position

Leonard Mazur

Chief Executive Officer and Executive Chairman

Myron Holubiak

Executive Vice Chairman

Myron Czuczman

Chief Medical Officer

salary represents that portion of the total salary received by the Named Executive Officer from Citius Pharma that has been allocated

to Citius Oncology pursuant to the Shared Services Agreement.

dollar amount set forth in the table above represents the aggregate grant date fair value for all restricted stock awards or option awards,

as applicable, granted to the executive officer with respect to the fiscal year in accordance with FASB ASC Topic 718 .

These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the restricted

stock awards or stock options, the exercise of the stock options, or the sale of the common stock underlying such restricted stock awards

or stock options.

Outstanding Equity Awards at Fiscal Year-End

The following table contains certain information

concerning unexercised options for our executive officers as of September 30, 2025.

Option Awards

Unexercisable

have not vested

Leonard Mazur

1,233,333 (1)

Chief Executive Officer and Chairman

1,700,000 (3)

$ 3,451,000 (4)

Myron Holubiak

Executive Vice Chairman

$ 1,725,500 (4)

Myron Czuczman

Chief Medical Officer

$ 1,674,750 (4)

(1) This option, originally issued by Citius Oncology Sub, Inc., vests over three years, beginning July 5,

2023, with 1/36th every month for the first year, and the 1/3 each on the second and third anniversary of July 5, 2023, provided that

grantee provides continuous service to the Company or a related entity as of each such vesting date.

The option was assumed by Citius

Oncology, Inc.

in the Merger, which closed August 12, 2024.

(2) The options will vest in three substantially equal installments on the first, second and third anniversaries

of December 12, 2024, provided that grantee provides continuous service to the Company or a related entity as of each such vesting date.

(3) The shares will vest in total on the third anniversary of September 19, 2025, subject to the grantee’s

continuous service to the Company or a related entity as of each such vesting date.

(4) Amounts are calculated based on multiplying the number of shares shown in the table by the per share closing

price of our common stock on September 30, 2025, which was $2.03.

Option Repricing

We did not engage in any repricing or other modifications

to any of our executive officers’ outstanding options during the year ended September 30, 2025.

Director Compensation

Director Compensation for the Fiscal Year

ended September 30, 2025

The Board has not yet approved a compensation

plan for non-employee directors.

To assist in its deliberations regarding non-employee compensation, the Compensation Committee may engage

the services of an independent compensation advisor.

The Company would anticipate that the Compensation Committee may work with such independent

compensation advisor to develop a peer group of companies within the biotechnology and pharmaceuticals industries.

Also, as part of the non-employee director compensation

plan, we anticipate that non-employee directors would be entitled to receive stock options as part of their annual compensation.

2024, our non-employee directors were awarded stock option awards and in September 2025, our non-employee directors were awarded restricted

stock awards, each for their service as non-employee directors.

Director compensation for the year ended September

30, 2025 was as follows:

Fees Earned or

Suren Dutia (2)

Eugene Holuka (2)

Joel Mayersohn (2)

Dennis McGrath (2)

Robert Smith (2)

Carol Webb (2)

The dollar amount set forth in the table above represents the aggregate grant date fair value for all restricted stock awards or option awards, as applicable, granted to the director with respect to the fiscal year in accordance with FASB ASC Topic 718 .

These amounts do not reflect the actual economic value that will be realized by the director upon the vesting of the restricted stock awards or stock options, the exercise of the stock options, or the sale of the common stock underlying such restricted stock awards or stock options.

At September 30, 2025, the non-employee directors held the following

options to purchase shares of Citius Oncology common stock:

Dutia, 275,000;

Holuka 275,000;

Mayersohn 250,000;

Smith 125,000;

Webb 275,000.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the amount of our common

stock beneficially owned as of December 10, 2025 by (i) each person or group as those terms are used in Section 13(d)(3) of the Exchange

Act believed by us to beneficially own more than 5% of our common stock, (ii) each of our current directors, (iii) each of our Named

Executive Officers and (iv) all of our directors and executive officers as a group.

Except as otherwise noted, each person named in the

table has sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community

property laws.

Name and Address of Beneficial Owner (1)

Percentage of

Executive Officers and Directors

Leonard Mazur (4)

Myron Holubiak (4)

Suren Dutia (4)

Eugene Holuka (4)

Robert Smith (4)

Joel Mayersohn (5)

Carol Webb (4)

Myron Czuczman (4)

All directors and executive officers as a group (10 people) 6)

Citius Pharmaceuticals, Inc.

(1) The business address of each of the following entities or individuals is c/o of the Company, 11 Commerce

Drive, 1st Floor, Cranford, New Jersey 07016.

(2) Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting

or investment power with respect to securities.

Shares of common stock subject to options or warrants currently exercisable or convertible,

or exercisable or convertible within 60 days of December 10, 2025, are deemed outstanding for computing the percentage of the person holding

such option or warrant but are not deemed outstanding for computing the percentage of any other person.

(3) Percentage based on 84,797,846 shares of common stock issued and outstanding

as of December 10, 2025.

(4) Consists entirely of shares of common stock that the director or officer has the right to acquire pursuant

to outstanding options that are exercisable within 60 days of December 10, 2025.

(5) Consists of:

(i) 21,228 shares of common stock acquired by Mr.

Mayersohn through a distribution in kind

to limited partners of 10XYZ Holdings, which was the Sponsor of TenX Keane Acquisition, the legacy entity of Citius Oncology, Inc., and

(ii) 250,000 shares of common stock Mr.

Mayersohn has the right to acquire pursuant to outstanding options that are exercisable within

60 days of December 10, 2025.

(6) Consists of:

(i) 21,228 shares of common stock, and (ii) 7,441,667 shares of common stock the directors

and executive officers have the right to acquire pursuant to outstanding options that are exercisable within 60 days of December 10, 2025.

authorized for issuance under equity compensation plans

The following table sets forth the indicated information

8 unchanged sentences

2024 Omnibus Stock Incentive Plan

Our equity compensation plan consists of the Citius

Oncology, Inc.

2023 Omnibus Stock Option Plan which was approved by shareholders of Citius Oncology, Inc.

on April 29, 2023, and the Citius

Oncology, Inc.

2024 Omnibus Stock Incentive Plan, which was approved by the securityholders of TenX on August 2, 2024, in anticipation

of the Merger.

We do not have any equity compensation plans or arrangements that have not been approved by stockholders.

Our equity compensation plan consists of the 2023

Plan which was approved by shareholders of Citius Oncology, Inc.

on April 29, 2023, and the 2024 Plan, which was approved by the securityholders

of TenX on August 2, 2024, in anticipation of the Merger.

The 2024 Plan was subsequently amended on October 27, 2025.

We do not have any

equity compensation plans or arrangements that have not been approved by stockholders.

The other information required by this Item is

incorporated by reference to the information under the section captioned “Security Ownership of Certain Beneficial Owners and

Management” to be contained in the Proxy Statement or as otherwise provided by amendment to this Form 10-K.

Certain Relationships and Related

Transactions, and Director Independence

The information required by this Item is incorporated

by reference to the information under the section captioned “Certain Relationships and Related Transactions” and “Proposal

1—Election of Directors” to be contained in the Proxy Statement or as otherwise provided by amendment to this Form

Other than as set forth below, there were no transactions

since October 1, 2023, to which the Company was or is a party in which:

o the amount involved exceeded or exceeds the lesser of (i) $120,000 and (ii) one percent of the average

of our total assets at year-end for the last two completed fiscal years;

o any of our directors or executive officers, any holder of 5% of our capital stock or any member of their

immediate family had or will have a direct or indirect material interest.

Agreements with Citius Pharma

The Company and Citius Pharma operate separately,

although Citius Pharma continues to control the Company.

In connection with the Merger, Citius Pharma and Citius Oncology entered into

various agreements to establish the framework for the Company’s relationship with Citius Pharma, including the A&R Shared Services

A&R Shared Services Agreement

In connection with the Merger, the Company and

Citius Pharma entered into an A&R Shared Services Agreement, pursuant to which Citius Pharma and its affiliates provide to the Company

the services set forth in the therein, which services are of the type that Citius Pharma provided to the Company prior to the Merger,

including services relating to information technology, facilities, accounting and finance, business development, investor relations, human

resources, and other corporate and administrative functions, as well as certain scientific services.

The fees for each of the services

are set forth in the A&R Shared Services Agreement as an aggregate quarterly fee of approximately $940,000, and the Company reimburses

Citius Pharma for all reasonable out-of-pocket costs and expenses that it incurs in connection with providing the services.

Shared Services Agreement will terminate on the earlier of (i) mutual agreement of the parties or (ii) two years from the Merger;

that the agreement automatically extends for additional one-year periods unless the Company or Citius Pharma provides at least 30 days

prior written notice of its desire not to automatically extend the term.

Promissory Note between the Company and

Citius Pharma

In connection with the closing of the Merger,

Citius Pharma contributed $10 million in cash to the Company, comprised of $3,800,111 in working capital of the Company, funding $6,199,889

of transaction expenses of the parties to the Merger Agreement, and $1,077,026 for the purchase of TenX Rights prior to the Closing of

the transaction (which converted into 422,353 shares of common stock at closing).

Such capital contribution is evidenced by an unsecured

promissory note (the “Note”) issued by the Company, dated August 16, 2024, in the principal amount of $3,800,111 to Citius

The Note bears no interest and prior to September 10, 2025, was repayable in full upon a financing of at least $10 million by

the Company, per the terms of the Note.

On September 10, 2025, the Note was amended to be repayable in full at the date on which the Company

has closed a series of capital raises that in the aggregate provide gross proceeds of at least $30 million through the issuance of debt

or equity securities or the royalty-backed monetization of LYMPHIR™.

On December 10, 2025, the Note was amended to provide that the maturity of the Note would be the date at which the Company has closed

a series of capital raises that in the aggregate provide gross proceeds of at least $50 million.

Procedures for Review and Approval of Transactions

with Related Persons

Pursuant to the Audit and Risk Committee charter,

the Audit and Risk Committee is responsible for reviewing and approving all related party transactions as defined under Item 404 of Regulation

S-K, after reviewing each such transaction for potential conflicts of interests and other improprieties.

Our policies and procedures for

review and approval of transactions with related persons are in writing in our Code of Ethics and Business Conduct available under the Resources-Governance-Governance

Documents section of our website at www.citiusonc.com .

Board of Directors Independence

After review of all relevant transactions or relationships between

each nominee for director, or any of his or her family members, and the Company, its senior management and Wolf & Company, P.C., its

independent registered public accounting firm, the Board has determined that all directors of the Company are independent within the meaning

of the applicable Nasdaq listing standards, except Leonard Mazur, the Chief Executive Officer and Chairman, Myron Holubiak, the Secretary,

and Joel Mayersohn.

Because Citius Pharma continues to control a majority of the voting

power of the outstanding shares of Company common stock, the Company qualifies as a “controlled company” within the meaning

of the corporate governance standards of the Nasdaq.

Under these rules, a listed company of which more than 50% of the voting power is

held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate

governance requirements, including the requirements that (i) a majority of the Board consist of “independent directors” as

defined under Nasdaq listing rules, (ii) we have a compensation committee composed entirely of independent directors and (iii) we have

a nominating/corporate governance committee composed entirely of independent directors.

The Company does not intend to rely on these exemptions but may opt

to utilize these exemptions in the future as long as it remains a controlled company.

Accordingly, Company stockholders may not have the

same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

If the Company ceases to be a “controlled company” in the

future, it will be required to comply with the Nasdaq Listing Rules, which may require replacing a number of its directors and may require

development of certain other governance-related policies and practices.

These and any other actions necessary to achieve compliance with

such rules may increase the Company’s legal and administrative costs, will make some activities more difficult, time-consuming,

and costly and may also place additional strain on the Company’s personnel, systems and resources.

Principal Accountant Fees and Services

The information required by this Item is incorporated

by reference to the information under the section captioned “Auditor and Audit Committee Matters” to be contained in the Proxy

Statement or as otherwise provided by amendment to this Form 10-K.

AUDITOR AND AUDIT COMMITTEE MATTERS

Report of the Audit and Risk Committee

The Audit and Risk Committee has reviewed and

discussed with management our audited financial statements for the fiscal year ended September 30, 2025, which were audited by Wolf &

Company, P.C.

(“Wolf”), an independent registered public accounting firm.

The Audit and Risk Committee discussed with Wolf

the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”)

and the Commission.

The Audit and Risk Committee received the written disclosures and letter from the independent registered public accounting

firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications

with the Audit and Risk Committee concerning independence, and discussed with the independent registered public accounting firm the independent

registered public accounting firm’s independence.

The Audit and Risk Committee also considered whether the provision of services

other than the audit of our financial statements for the fiscal year ended September 30, 2025 were compatible with maintaining the independence

Based on the review and discussions referred to

in the foregoing paragraph, the Audit and Risk Committee recommended to the Board that the audited financial statements be included in

the Original Filing.

Our Audit and Risk Committee is currently composed

of the following three directors:

McGrath (Chair), Mr.

Dutia, and Mr.

All are independent directors as defined in Rules 5605(a)(2)

and 5605(c)(2) of the Nasdaq Listing Rules and Section 10A-3 of the Exchange Act.

The Board has determined that Messrs.

Dutia are each an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation

S-K promulgated by the SEC.

Our Audit and Risk Committee operates under a written charter adopted by the Board, a copy of which is

available under Governance-Governance Documents section of our website at www.citiusonc.com.

Wolf has served as our auditor since we began

operations in April 2022 and audited our consolidated financial statements for the years ended September 30, 2023 through September 30,

THE AUDIT AND RISK COMMITTEE

Dennis McGrath, Chair

Fees Paid to the Independent Registered Public

Accounting Firm

The aggregate audit fees billed for professional

services rendered by our auditor, Wolf, an independent registered public accounting firm, for the audit of our financial statements as

of and for the years ended September 30, 2025 and 2024, our filings with the SEC and other audit fees were $271,250 and $157,080, respectively.

Audit Related Fees

The aggregate audit related fees billed for professional

services by Wolf for the years ended September 30, 2025 and 2024 were $205,250 and $229,900, respectively.

There were no tax fees billed for professional

services by Wolf for the years ended September 30, 2025 and 2024.

Tax fees are for the preparation of federal and state income tax returns.

All Other Fees

No other fees were billed by or paid to Wolf during

the years ended September 30, 2025 and 2024.

Pre-Approval Policies and Procedures of Audit

and Non-Audit Services of Independent Registered Public Accounting Firm

All fees reported above under the headings Audit

Fees, Audit Related Fees, Tax Fees and All Other Fees were approved by the Audit and Risk Committee before the respective services were

rendered, which concluded that the provision of such services was compatible with the maintenance of the independence of Wolf in the conduct

of its auditing functions.

Exhibits and Financial Statement Schedules

2 unchanged sentences

Certificate of Incorporation of Citius Oncology, Inc.

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.

Bylaws of Citius Oncology, Inc.

Specimen Common Stock Certificate of Citius Oncology, Inc.

Warrant Agency Agreement, dated as of July 17, 2025, by and between Citius Oncology, Inc.

and Equiniti Trust Company, LLC.

Form of Common Warrant.

Form of Placement Agent Warrant.

Form of Common Warrant.

Form of Placement Agent Warrant.

Form of Common Warrant.

Form of Pre-funded Warrant.

Form of Placement Agent Warrant.

Description of Common Stock.

5 unchanged sentences

2024 Omnibus Stock Incentive Plan.

Amendment to the Citius Oncology, Inc.

2024 Omnibus Stock Incentive Plan.

Asset Purchase Agreement, dated as of September 1, 2021, between Dr.

9 unchanged sentences

Reddy’s Laboratories S.A.

Description of Document

Side Letter Agreement, dated August 12, 2024, by and by and among Citius Pharmaceuticals, Inc., Citius Oncology, Inc., TenX Keane Acquisition and TenX Merger Sub, Inc.

3 unchanged sentences

and Citius Pharmaceuticals, Inc.

Letter from Marcum LLP to the Securities and Exchange Commission, dated August 16, 2024.

Amendment to Promissory Note, dated September 10, 2025, by and between Citius Oncology, Inc.

and Citius Pharmaceuticals, Inc.

Second Amendment to Promissory Note, dated December 10, 2025, by and between Citius Oncology, Inc.

and Citius Pharmaceuticals, Inc.

Placement Agency Agreement, dated as of July 16, 2025, by and between Citius Oncology, Inc.

and Maxim Group LLC.

Securities Purchase Agreement, dated as of July 16, 2025, by and between Citius Oncology, Inc.

and the purchasers named therein.

Placement Agency Agreement, dated as of September 9, 2025, by and between Citius Oncology, Inc.

and Maxim Group LLC.

Form of Securities Purchase Agreement, dated as of September 9, 2025, by and between Citius Oncology, Inc.