CITIUS ONCOLOGY, INC. 10-K

Item 3. Legal Proceedings. We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations. Item 4. Mine Safety Disclosures. Not applicable. PART II Item 5. Market Information. Our Units, Ordinary Shares, and Rights are each traded on The Nasdaq Global Market (“Nasdaq”) under the symbols “TENKU,” “TENK,” and “TENKR,” respectively. Holders As of the date hereof, we had 4 holders of record of our Units, 4 holders of record of our separately traded Ordinary Shares, and 1 holder of our separately traded Rights. The number of record holders was determined from the records of our transfer agent. Dividends We have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our Board of Directors at such time. In addition, our Board of Directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans None. 13 Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings In March 2021, we issued an aggregate of 1,437,500 founder shares to our Sponsor for an aggregate purchase price of $25,000, or approximately $0.017 per share. On December 20, 2021, the Board of Directors of the Company and our Sponsor, as sole shareholder of the Company, approved, through a special resolution, the following share capital changes: (a) Each of the authorized but unissued 150,000,000 Class A ordinary shares were cancelled and re-designated as ordinary shares of $0.0001 par value each; (b) Each of the 1,437,500 Class B ordinary shares in issue were exchanged in consideration for the issuance of 1,437,500 ordinary shares of $0.0001 par value each; and (c) Upon completion of the above steps, the authorized but unissued 10,000,000 Class B ordinary shares were cancelled. On December 20, 2021, the Company issued an additional 287,500 Ordinary Shares to our Sponsor for no additional consideration, resulting in our Sponsor holding an aggregate of 1,725,000 Ordinary Shares (the “Founder Shares”). The issuance was considered as a bonus share issuance, in substance a recapitalization transaction, which was recorded and presented retroactively. The Founder Shares include an aggregate of up to 225,000 ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part. With the consummation of the IPO (including partial exercise by the underwriter of its over-allotment option), 75,000 Founder Shares were forfeited, resulting in our Sponsor holding an aggregate of 1,650,000 Founder Shares. On October 18, 2022 , the Company consummated its IPO of 6,600,000 Units, including 600,000 additional Units issued pursuant to the partial exercise by the underwriter of its over-allotment option. Each Unit consists of one ordinary share, par value $0.0001 per share, of the Company and one Right to receive two-tenths (2/10) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $66,000,000. Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement of 394,000 Units (the “Placement Units”), each Placement Unit consisting of one Ordinary Share and one Right, to the Sponsor at a price of $10.00 per Placement Unit, generating total proceeds of $3,940,000. As of October 18, 2022, transaction costs amounted to $4,859,330 consisting of $1,320,000 of cash underwriting fees, non-cash underwriting fees of $2,922,480 represented by the fair value of 297,000 shares issued to the underwriter and $616,850 of other offering costs. A total of $67,320,000 of the net proceeds from the IPO and the Private Placement were placed in a U.S.-based trust account established for the benefit of the Company’s public shareholders and maintained by American Stock Transfer & Trust Company, acting as trustee. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. Reserved.