Citius Pharmaceuticals, Inc. 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures We maintain disclosure controls and procedures 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. 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 September 30, 2025, the end of our fiscal year. 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 September 30, 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. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Under the supervision of our Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2025 using the criteria established in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013 Framework). Based on this evaluation, management has concluded that our internal controls were effective and that we maintained effective controls over our financial reporting as of September 30, 2025. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Changes in Internal Controls over Financial Reporting There were no changes in our internal controls over financial reporting during the fourth quarter of fiscal 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Attestation Report of Registered Public Accounting Firm Our independent registered public accounting firm has not assessed the effectiveness of our internal control over financial reporting and, under SEC rules, will not be required to provide an attestation report on the effectiveness of our internal control over financial reporting so long as we qualify as a “non-accelerated filer”. Item 9B. Other Information . On December 2, 2025, we approved and entered into an amendment (the “Pagoda Note Amendment”) to our existing unsecured promissory note with Pagoda. The original note provided for aggregate principal of $1,000,000, bore interest at a per annum rate of 15.00% compounded monthly (or such lesser rate as the maximum permitted by applicable law), and was scheduled to mature on December 2, 2025. Pursuant to the Pagoda Note Amendment, we extended the maturity date to January 2, 2026. In consideration for the extension, we issued to Pagoda a warrant to purchase 75,000 shares of our common stock. The warrant has a five-year term commencing on the date of issuance and an exercise price equal to the closing price of our common stock on Nasdaq on the date of issuance, which was $1.26 per share. On December 10, 2025, in connection with a common stock transaction effected by Citius Oncology, we amended the promissory note, dated August 16, 2024, as previously amended on September 10, 2025 (the “Note”), issued by Citius Oncology to us to provide that the maturity of the Note would be the date at which Citius Oncology has closed a series of capital raises that in the aggregate provide gross proceeds of at least $50 million through the issuance of debt or equity securities or the royalty-backed monetization of LYMPHIR. All other terms of the Note remain the same. On December 23, 2025, we extended the term of the Amended and Restated Employment Agreement between us and Myron Holubiak for an additional 12 months until October 31, 2026, effective as of October 31, 2025. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 77 PART III Item 10. Directors, Executive Officers and 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. 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. Each of these policies can be found in the “Investors - Governance – Governance Documents” section of our website, www.citiuspharma.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 2026 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. 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. Item 11. Executive Compensation The information required by this Item concerning directors and executive compensation is incorporated by reference from the sections captioned “Corporate Governance”, “Director Compensation” and “Executive Compensation”, respectively, to be contained in the Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth the indicated information as of September 30, 2025 with respect to our equity compensation plans: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders 2014 Stock Incentive Plan 16,910 $ 166.67 — 2018 Omnibus Stock Incentive Plan 67,200 27.20 — 2020 Omnibus Stock Incentive Plan 66,000 27.83 — 2021 Omnibus Stock Incentive Plan 330,000 41.67 — 2023 Omnibus Stock Incentive Plan 359,400 13.99 118,000 Total 839,510 $ 30.09 118,000 Our equity compensation plans consist of the Citius Pharmaceuticals, Inc. 2023 Omnibus Stock Incentive Plan, 2021 Omnibus Stock Incentive Plan, 2020 Omnibus Stock Incentive Plan, 2018 Omnibus Stock Incentive Plan and 2014 Stock Incentive Plan, which were all approved by our stockholders. We do not have any equity compensation plans or arrangements that have not been approved by our stockholders. We no longer may grant awards under the 2014 Stock Incentive Plan, the 2018 Omnibus Stock Incentive Plan, the 2020 Omnibus Stock Incentive Plan or the 2021 Omnibus Stock Incentive Plan. 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. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item is incorporated by reference to the information under the sections captioned “Corporate Governance”, “Certain Relationships and Related Transactions” and “Proposal No. 1—Election of Directors” to be contained in the Proxy Statement. Item 14. 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. 78 PART IV Item 15. Exhibits and Financial Statement Schedules Exhibit Number Description of Document Registrant’s Form Dated Exhibit Number Filed Herewith 2.1+ Agreement and Plan of Merger, dated as of October 23, 2023, by and among Citius Pharmaceuticals, Inc., Citius Oncology, Inc., TenX Keane Acquisition, and TenX Merger Sub Inc. 8-K 10/24/2023 2.1 3.1.1 Amended and Restated Articles of Incorporation of Citius Pharmaceuticals, Inc. 8-K 9/18/2014 3.1 3.1.2 Certificate of Amendment to the Amended and Restated Articles of Incorporation of Citius Pharmaceuticals, Inc., effective September 16, 2016. 8-K 9/21/2016 3.1 3.1.3 Certificate of Amendment to the Amended and Restated Articles of Incorporation of Citius Pharmaceuticals, Inc., effective June 9, 2017. 8-K 6/8/2017 3.1 3.1.4 Certificate of Amendment to the Articles of Incorporation of Citius Pharmaceuticals Inc., dated June 21, 2021. 8-K/A 6/22/2021 3.1 3.1.5 Certificate of Designation of Series A Preferred Stock. 8-K 4/18/2025 3.1 3.1.6 Certificate of Amendment to the Articles of Incorporation of Citius Pharmaceuticals, Inc., dated June 9, 2025. 8-K 6/9/2025 3.1 3.1.7 Certificate of Change filed with the Secretary of State of Nevada on November 22, 2024. 8-K 11/26/2024 3.1 3.2.1 Amended and Restated Bylaws of Citius Pharmaceuticals, Inc. 8-K 2/9/2018 3.1 3.2.2 Amendment to the Amended and Restated Bylaws of Citius Pharmaceuticals, Inc. 8-K 4/18/2025 3.2 4.1 Form of Common Stock Purchase Warrant, dated August 13, 2018, as amended August 8, 2023. 10-K 12/29/2023 4.1 4.2 Form of Pre-Funded Common Stock Purchase Warrant, dated August 13, 2018. 8-K 8/13/2018 4.2 4.3 Form of Underwriter’s Common Stock Purchase Warrant, dated August 13, 2018, as amended August 8, 2023. 10-K 12/29/2023 4.3 4.4 Form of Investor Warrant issued April 3, 2019. 8-K 4/03/2019 4.1 4.5 Form of Placement Agent Warrant issued April 3, 2019. 8-K 4/03/2019 4.2 4.6 Form of Common Stock Purchase Warrant issued September 27, 2019. 8-K 9/27/2019 4.1 4.7 Form of Underwriters Common Stock Purchase Warrant issued September 27, 2019. 8-K 9/27/2019 4.3 4.8 Form of Investor Warrant issued on February 19, 2020. 8-K 2/19/2020 4.1 4.9 Form of Placement Agent Warrant issued on February 19, 2020. 8-K 2/19/2020 4.2 4.10 Form of Investor Warrant issued May 18, 2020. 8-K 5/18/2020 4.1 4.11 Form of Placement Agent Warrant issued May 18, 2020. 8-K 5/18/2020 4.2 4.12 Form of Underwriter Warrant issued August 10, 2020. 8-K 8/10/2020 4.1 4.13 Form of Investor Warrant issued January 27, 2021. 8-K 1/27/2021 4.1 4.14 Form of Placement Agent Warrant issued January 27, 2021. 8-K 1/27/2021 4.2 79 Exhibit Number Description of Document Registrant’s Form Dated Exhibit Number Filed Herewith 4.15 Form of Registration Rights Agreement, dated January 24, 2021, by and between Citius Pharmaceuticals, Inc. and the purchasers signatory thereto. 8-K 1/27/2021 4.3 4.16 Form of Investor Warrant issued February 19, 2021. 8-K 2/19/2021 4.1 4.17 Form of Placement Agent Warrant issued February 19, 2021 8-K 2/19/2021 4.2 4.18 Form of Warrant issued May 8, 2023. 8-K 5/8/2023 4.1 4.19 Form of Placement Agent Warrant issued May 8, 2023. 8-K 5/8/2023 4.2 4.20 Form of Investor Warrant issued April 30, 2024. 8-K 4/30/2024 4.1 4.21 Form of Investor Warrant issued November 18, 2024. 8-K 11/18/2024 4.1 4.22 Form of Investor Warrant issued on January 8, 2025 8-K 1/8/2025 4.1 4.23 Form of Pre-funded Warrant issued on April 2, 2025 8-K 4/2/2025 4.1 4.24 Form of Placement Agent Warrant issued on April 2, 2025 8-K 4/2/2025 4.2 4.25 Form of Investor Warrant issued on June 11, 2025. 8-K 6/12/2025 4.1 4.26 Form of Pre-Funded Warrant issued on June 11, 2025. 8-K 6/12/2025 4.2 4.27 Form of Placement Agent Warrant issued on June 11, 2025. 8-K 6/12/2025 4.3 4.28 Form of Investor Warrant issued on October 21, 2025. 8-K 10/21/2025 4.1 4.29 Form of Pre-Funded Warrant issued on October 21, 2025. 8-K 10/21/2025 4.2 4.30 Form of Placement Agent Warrant issued on October 21, 2025. 8-K 10/21/2025 4.3 4.31 Form of Warrant issued on December 2, 2025. X 4.32 Description of Common Stock. 10-K 12/27/2025 4.22 10.1* Citius Pharmaceuticals, Inc. 2014 Stock Incentive Plan. 10-Q 8/15/2016 10.1 10.2* Form of Citius Pharmaceuticals, Inc. 2014 Stock Incentive Plan Nonqualified Stock Option. 10-Q 8/15/2016 10.2 10.3* Amended and Restated Employment Agreement between Myron Holubiak and Citius Pharmaceuticals, Inc., executed April 12, 2022, effective May 1, 2022. 10-Q 5/12/2022 10.1 10.4 Second Amendment to the Patent and Technology License Agreement between Novel Anti-Infective Technologies, LLC and Leonard-Meron Biosciences, Inc., dated March 20, 2017. 10-Q 5/15/2017 10.8 10.5* Amended and Restated Employment Agreement between Leonard Mazur and Citius Pharmaceuticals, Inc., dated October 19, 2017. 10-K 12/11/2018 10.23 10.6* Employment Agreement between Jaime Bartushak and Citius Pharmaceuticals, Inc., dated November 27, 2017. 8-K 12/1/2017 10.1 10.7* Citius Pharmaceuticals, Inc. 2018 Omnibus Stock Incentive Plan 10-Q 2/14/2018 10.2 10.8 Form of Securities Purchase Agreement between Citius Pharmaceuticals, Inc. and the purchasers named therein, dated March 28, 2018. 8-K 3/29/2018 10.1 10.9+ Patent and Technology License Agreement, dated January 2, 2019, between the Board of Regents of the University of Texas System on behalf of the University of Texas M. D. Anderson Cancer Center and Citius Pharmaceuticals, Inc. 10-Q 2/14/2019 10.1 10.10 First Amendment, dated October 15, 2015, to Patent and Technology License Agreement, dated May 14, 2014, between Novel Anti-Infective Technologies, LLC and Leonard-Meron Biosciences, Inc. 10-Q 2/14/2019 10.2 10.11+ Patent and Technology License Agreement, dated May 14, 2014, between Novel Anti-Infective Technologies, LLC and Leonard-Meron Biosciences, Inc. 10-Q 5/12/2023 10.1 80 Exhibit Number Description of Document Registrant’s Form Dated Exhibit Number Filed Herewith 10.12 Form of Securities Purchase Agreement, dated April 1, 2019, by and between Citius Pharmaceuticals, Inc. and the purchasers named therein. 8-K 4/03/2019 10.1 10.13* Citius Pharmaceuticals, Inc. 2020 Omnibus Stock Incentive Plan. Schedule 14A 12/20/2019 Appendix A 10.14* Form of Notice of Stock Option Grant and Stock Option Award Agreement. 10-Q 2/13/2020 10.2 10.15 Form of Warrant Exercise Agreement, dated February 14, 2020, by and between Citius Pharmaceuticals, Inc. and the investor signatory thereto. 8-K 2/19/2020 10.1 10.16 Form of Warrant Exercise Agreement, dated February 14, 2020, by and between Citius Pharmaceuticals, Inc. and the investor signatory thereto. 8-K 2/19/2020 10.2 10.17 Form of Securities Purchase Agreement, dated May 14, 2020, by and between Citius Pharmaceuticals, Inc. and the purchasers signatory thereto. 8-K 5/18/2020 10.1 10.18* Employment Agreement, effective as of July 14, 2020, between Citius Pharmaceuticals, Inc. and Myron Czuczman. 10-Q 8/14/2020 10.3 10.19+ License Agreement, dated October 6, 2020, between NoveCite, Inc. and Novellus Therapeutics, Limited. 10-K 12/16/2020 10.24 10.20 Form of Securities Purchase Agreement, dated January 24, 2021, by and between Citius Pharmaceuticals, Inc. and the purchasers signatory thereto. 8-K 1/27/2021 10.1 10.21 Form of Securities Purchase Agreement, dated February 16, 2021, by and between Citius Pharmaceuticals, Inc. and the purchasers signatory thereto. 8-K 2/19/2021 10.1 10.22* Citius Pharmaceuticals, Inc. 2021 Omnibus Incentive Stock Plan. Schedule 14A 4/12/2021 Appendix B 10.23* Form of Notice of Stock Option Grant and Stock Option Award Agreement. 10-K 12/15/2021 10.29 10.24+ Asset Purchase Agreement, dated as of September 1, 2021, between Dr. Reddy’s Laboratories S.A. and Citius Pharmaceuticals, Inc. 10-K 12/15/2021 10.30 10.25+ Amended and Restated License, Development and Commercialization Agreement, dated as of February 26, 2018, between Eisai, Ltd. and Dr. Reddy’s Laboratories S.A. 10-K 12/15/2021 10.31 10.26+ Amendment to Amended and Restated License, Development and Commercialization Agreement, dated as of August 9, 2018, between Eisai, Ltd. and Dr. Reddy’s Laboratories S.A. 10-K 12/15/2021 10.32 10.27+ Amendment No. 2 to Amended and Restated License, Development and Commercialization Agreement, dated as of August 31, 2021, between Eisai, Ltd. and Dr. Reddy’s Laboratories S.A. 10-K 12/15/2021 10.33 10.28* Citius Pharmaceuticals, Inc. 2023 Omnibus Stock Incentive Plan. Schedule 14A 12/22/2022 Annex A 10.29 Form of Securities Purchase Agreement, dated May 3, 2023, by and between Citius Pharmaceuticals, Inc. and the purchasers signatory thereto. 8-K 5/8/2023 10.1 10.30+ Sponsor Support Agreement, dated as of October 23, 2023, by and among 10XYZ Holdings LP, TenX Keane Acquisition, Citius Pharmaceuticals, Inc. and Citius Oncology, Inc. 8-K 10/24/2023 10.1 81 Exhibit Number Description of Document Registrant’s Form Dated Exhibit Number Filed Herewith 10.31+ Form of Amended and Restated Registration Rights Agreement. 8-K 10/24/2023 10.2 10.32+ Form of Amended and Restated Shared Services Agreement. 8-K 10/24/2023 10.3 10.33+ Form of Securities Purchase Agreement, dated as of April 25, 2024, by and among Citius Pharmaceuticals, Inc. and the investors signatory thereto. 8-K 4/30/2024 10.1 10.34+ Amended and Restated Shared Services Agreement, dated, August, 9, 2023, between Citius Pharmaceuticals, Inc. and Citius Oncology, Inc. 8-K 8/16/2024 10.1 10.35+ Amended and Restated Registration Rights Agreement, dated as of August 9, 2024, by and between Citius Oncology, Inc. and the signatories thereto. 8-K 8/16/2024 10.2 10.36+ 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. 8-K 8/16/2024 10.3 10.37+ Promissory note, dated August 16, 2024, issued to Citius Pharmaceuticals, Inc. by Citius Oncology, Inc. 8-K 8/16/2024 10.4 10.38 Amendment to Promissory Note, dated September 10, 2025, by and between Citius Oncology, Inc. and Citius Pharmaceuticals, Inc. X 10.39 Second Amendment to Promissory Note, dated December 10, 2025, by and between Citius Oncology, Inc. and Citius Pharmaceuticals, Inc. X 10.40 Form of Securities Purchase Agreement, dated as of November 15, 2024, by and among Citius Pharmaceuticals, Inc. and the investors signatory thereto. 8-K 11/18/2024 10.1 10.41 Form of Securities Purchase Agreement, dated as of January 7, 2025, by and among Citius Pharmaceuticals, Inc. and the investors signatory thereto. 8-K 1/8/2025 10.1 10.42 Form of Securities Purchase Agreement, dated as of April 1, 2025, by and among Citius Pharmaceuticals, Inc. and the investor signatory thereto. 8-K 4/2/2025 10.1 10.43 Subscription and Investment Representation Agreement, dated April 17, 2025, by and between Citius Pharmaceuticals, Inc. and Leonard Mazur. 8-K 4/18/2025 10.1 10.44 Unsecured Promissory Note issued to Pagoda Resources, Inc., dated June 2, 2025. 8-K 6/3/2025 10.1 10.45 Amendment No. 1 to Unsecured Promissory Note issued to Pagoda Resources, Inc., dated December 2, 2025. X 10.46 Form of Securities Purchase Agreement, dated as of June 9, 2025, by and among Citius Pharmaceuticals, Inc. and the investor signatory thereto. 8-K 6/12/2025 10.1 10.47 Form of Securities Purchase Agreement, dated as of October 20, 2025, by and among Citius Pharmaceuticals, Inc. and the investor signatory thereto. 8-K 10/21/2025 10.1 10.48* First Amendment to Amended and Restated Employment Agreement by and between Myron Holubiak and Citius Pharmaceuticals, Inc., executed September 25, 2024, effective May 31, 2024. X 10.49* Second Amendment to Amended and Restated Employment Agreement by and between Myron Holubiak and Citius Pharmaceuticals, Inc., executed December 23, 2025, effective October 31, 2025. X 19.1 Insider Trading Policy. 10-K 12/27/2024 19.1 21 Subsidiaries. 10-K 12/29/2023 21 23.1 Consent of Independent Registered Public Accounting Firm. -- -- -- X 31.1 Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a). -- -- -- X 31.2 Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a). -- -- -- X 32.1 Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. -- -- -- X 97.1 Compensation Recovery Policy. 10-K/A 1/27/2025 97.1 EX-101.INS INLINE XBRL INSTANCE DOCUMENT -- -- -- X EX-101.SCH INLINE XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT -- -- -- X EX-101.CAL INLINE XBRL TAXONOMY EXTENSION CALCULATION LINKBASE -- -- -- X EX-101.DEF INLINE XBRL TAXONOMY EXTENSION DEFINITION LINKBASE -- -- -- X EX-101.LAB INLINE XBRL TAXONOMY EXTENSION LABELS LINKBASE -- -- -- X EX-101.PRE INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE -- -- -- X 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). -- -- -- X + Portions of this exhibit have been omitted pursuant to Item 601(b)10 of Regulation S-K or certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2) or 601(a)(5), as applicable. Citius Pharma agrees to furnish supplementally an unredacted copy such exhibit, including any omitted exhibits and schedules, to the SEC upon its request. * Management contract or compensatory plan. Item 16. Form 10-K Summary. Not applicable. 82 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 PHARMACEUTICALS, INC. Date: December 23, 2025 By: /s/ Leonard Mazur Leonard Mazur Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Leonard Mazur Chief Executive Officer and Director December 23, 2025 Leonard Mazur (Principal Executive Officer) /s/ Myron Holubiak Executive Vice Chairman and Director December 23, 2025 Myron Holubiak /s/ Jaimie Bartushak Chief Financial Officer December 23, 2025 Jaime Bartushak (Principal Financial Officer and Principal Accounting Officer) /s/ Suren Dutia Director December 23, 2025 Suren Dutia /s/ Eugene Holuka Director December 23, 2025 Eugene Holuka /s/ Dennis McGrath Director December 23, 2025 Dennis McGrath /s/ Robert J. Smith Director December 23, 2025 Robert J. Smith /s/ Carol Webb Director December 23, 2025 Carol Webb 83 CITIUS PHARMACEUTICALS, INC. CONSOLIDATED FINANCIAL STATEMENTS INDEX Page Report of Independent Registered Public Accounting Firm (PCAOB ID # 392 ) F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Changes in Stockholders’ Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Citius Pharmaceuticals, Inc.: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Citius Pharmaceuticals, Inc. (the Company) as of September 30, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Emphasis of a Matter Regarding Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses and has a working capital deficit as of September 30, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Wolf & Company, P.C. We have served as the Company’s auditor since 2014. Boston, Massachusetts December 23, 2025 F- 2 CITIUS PHARMACEUTICALS, INC. CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 2025 AND 2024 2025 2024 ASSETS Current Assets: Cash and cash equivalents $ 4,252,290 $ 3,251,880 Inventory 22,286,693 8,268,766 Prepaid expenses 1,395,490 2,700,000 Total Current Assets 27,934,473 14,220,646 Operating lease right-of-use asset, net 818,694 246,247 Other Assets: Deposits 38,062 38,062 In-process research and development 92,800,000 92,800,000 Goodwill 9,346,796 9,346,796 Total Other Assets 102,184,858 102,184,858 Total Assets $ 130,938,025 $ 116,651,751 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 13,693,692 $ 4,927,211 License payable 22,650,000 28,400,000 Accrued expenses 4,190,253 17,027 Accrued compensation 3,292,447 2,229,018 Note payable 1,000,000 — Operating lease liability 88,348 241,547 Total Current Liabilities 44,914,740 35,814,803 Deferred tax liability 7,770,760 6,713,800 Operating lease liability – non current 724,925 21,318 Total Liabilities 53,410,425 42,549,921 Commitments and Contingencies Stockholders’ Equity: Preferred stock - $ 0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding — — Common stock - $ 0.001 par value; 250,000,000 and 16,000,000 shares authorized at September 30, 2025 and 2024, respectively; 18,067,744 and 7,247,243 shares issued and outstanding at September 30, 2025 and 2024, respectively 18,068 7,247 Additional paid-in capital 306,336,239 271,440,421 Accumulated deficit ( 238,804,129 ) ( 201,370,218 ) Total Citius Pharmaceuticals, Inc. Stockholders’ Equity 67,550,178 70,077,450 Non-controlling interest 9,977,422 4,024,380 Total Equity 77,527,600 74,101,830 Total Liabilities and Equity $ 130,938,025 $ 116,651,751 See accompanying report of independent registered public accounting firm and notes to the financial statements. Reflects a 1-for-25 reverse stock split effective November 25, 2024. F- 3 CITIUS PHARMACEUTICALS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED SEPTEMBER 30, 2025 AND 2024 2025 2024 Revenues $ — $ — Operating Expenses: Research and development 9,156,474 11,906,601 General and administrative 18,532,843 18,249,402 Stock-based compensation – general and administrative 10,836,291 11,839,678 Total Operating Expenses 38,525,608 41,995,681 Operating Loss ( 38,525,608 ) ( 41,995,681 ) Other Income (Expense): Interest income 110,081 758,000 Interest expense ( 267,782 ) — Gain on sale of New Jersey net operating losses — 2,387,842 Total Other Income (Expense), Net ( 157,701 ) 3,145,842 Loss before Income Taxes ( 38,683,309 ) ( 38,849,839 ) Income tax expense 1,056,960 576,000 Net Loss ( 39,740,269 ) ( 39,425,839 ) Net loss attributable to non-controlling interest 2,306,358 287,000 Deemed dividend on warrant extension — ( 1,047,312 ) Net Loss Applicable to Common Stockholders $ ( 37,433,911 ) ( 40,186,151 ) Net Loss Per Share Applicable to Common Stockholders - Basic and Diluted $ ( 3.38 ) ( 5.97 ) Weighted Average Common Shares Outstanding Basic and diluted 11,065,225 6,726,999 See accompanying report of independent registered public accounting firm and notes to the financial statements. Reflects a 1-for-25 reverse stock split effective November 25, 2024. F- 4 CITIUS PHARMACEUTICALS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED SEPTEMBER 30, 2025 AND 2024 Preferred Common Stock Additional Paid-In Accumulated Total Citius Pharmaceuticals, Inc. Stockholders’ Non-Controlling Total Stock Shares Amount Capital Deficit Equity Interest Equity Balance, September 30, 2023 — 6,354,371 $ 6,354 $ 253,056,133 $ ( 162,231,379 ) $ 90,831,108 $ 600,380 $ 91,431,488 Issuance of common stock for services — 15,479 15 284,161 — 284,176 — 284,176 Issuance of common stock upon exercise of stock options — 2,082 2 ( 2 ) — — — — Sale of common stock, net of costs — 875,311 876 13,802,808 — 13,803,684 — 13,803,684 Stock-based compensation expense — — — 11,839,678 — 11,839,678 — 11,839,678 Merger, net of transaction costs of $ 2,358,780 — — — ( 3,831,357 ) — ( 3,831,357 ) — ( 3,831,357 ) Minority interest from Merger — — — ( 3,711,000 ) — ( 3,711,000 ) 3,711,000 — Net loss — — — — ( 39,425,839 ) ( 39,425,839 ) — ( 39,425,839 ) Net loss attributable to noncontrolling interest — — — — 287,000 287,000 ( 287,000 ) — Balance, September 30, 2024 — 7,247,243 7,247 271,440,421 ( 201,370,218 ) 70,077,450 4,024,380 74,101,830 November 2024 sale of common stock, net of costs of $ 425,949 — 480,000 480 2,573,571 — 2,574,051 — 2,574,051 January 2025 sale of common stock, net of costs of $ 342,833 — 743,496 744 2,656,423 — 2,657,167 — 2,657,167 April 2025 sale of common stock and pre-funded warrants, net of costs of $ 256,116 — 465,000 465 1,743,292 — 1,743,757 — 1,743,757 June 2025 sale of common stock and pre-funded warrants, net of costs of $ 571,126 — 540,000 540 5,430,296 — 5,430,836 — 5,430,836 July 2025 sale of common stock by Citius Oncology, net of costs of $ 1,453,012 — — — 3,770,278 — 3,770,278 ( 3,776,710 ) 7,546,988 September 2025 sale of common stock by Citius Oncology, net of costs of $ 1,380,146 — — — 4,090,493 — 4,090,493 ( 3,529,361 ) 7,619,854 Issuance of common stock for services — 20,000 20 26,580 — 26,600 — 26,600 Issuance of common stock upon exercise of pre-funded warrants — 5,654,131 5,654 ( 5,088 ) — 566 — 566 Sales of common stock under at the market offering agreement, net of costs — 2,917,874 2,918 4,727,011 — 4,729,929 — 4,729,929 Sale of Series A preferred stock 1 — — 100 — 100 — 100 Redemption of Series A preferred stock ( 1 ) — — ( 100 ) — ( 100 ) — ( 100 ) Stock-based compensation expense — — — 9,882,962 — 9,882,962 953,329 10,836,291 Net loss — — — — ( 39,740,269 ) ( 39,740,269 ) — ( 39,740,269 ) Net loss attributable to noncontrolling interest — — — — 2,306,358 2,306,358 ( 2,306,358 ) — Balance, September 30, 2025 — 18,067,744 $ 18,068 $ 306,336,239 $ ( 238,804,129 ) $ 67,550,178 $ 9,977,422 $ 77,527,600 See accompanying report of independent registered public accounting firm and notes to the financial statements. Reflects a 1-for-25 reverse stock split effective November 25, 2024. F- 5 CITIUS PHARMACEUTICALS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30, 2025 AND 2024 2025 2024 Cash Flows From Operating Activities: Net loss $ ( 39,740,269 ) $ ( 39,425,839 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 10,836,291 11,839,678 Issuance of common stock for services 26,600 284,176 Amortization of operating lease right-of-use asset 214,250 208,179 Depreciation — 1,432 Deferred income tax expense 1,056,960 576,000 Changes in operating assets and liabilities: Inventory ( 12,649,207 ) ( 2,133,871 ) Prepaid expenses ( 64,210 ) ( 945,389 ) Accounts payable 8,766,481 1,999,877 Accrued expenses 4,173,226 ( 459,273 ) Accrued compensation 1,063,429 72,035 Operating lease liability ( 236,289 ) ( 218,380 ) Net Cash Used In Operating Activities ( 26,552,738 ) ( 28,201,375 ) Cash Flows From Investing Activities: License payment ( 5,750,000 ) ( 5,000,000 ) Net Cash Used In Investing Activities ( 5,750,000 ) ( 5,000,000 ) Cash Flows From Financing Activities: Proceeds from note payable and advance from employee 1,300,000 — Repayment of advance from employee ( 300,000 ) — Merger, net — ( 3,831,357 ) Net proceeds from common stock offerings 32,303,148 13,803,684 Net Cash Provided By Financing Activities 33,303,148 9,972,327 Net Change in Cash and Cash Equivalents 1,000,410 ( 23,229,048 ) Cash and Cash Equivalents – Beginning of Year 3,251,880 26,480,928 Cash and Cash Equivalents – End of Year $ 4,252,290 $ 3,251,880 Supplemental Disclosures of Cash Flow Information and Non-cash Activities: IPR&D Milestones included in License Payable $ — $ 28,400,000 Net Prepaid Manufacturing transferred to Inventory $ 1,368,720 $ 6,134,895 Operating lease right-of-use asset and liability recorded $ 786,697 $ — Interest paid $ 187,389 $ — See accompanying report of independent registered public accounting firm and notes to the financial statements. F- 6 CITIUS PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2025 AND 2024 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION Business Citius Pharmaceuticals, Inc. (“Citius Pharma,” the “Company,” “we,” or “us”) is a late-stage biopharmaceutical company dedicated to the development and commercialization of critical care products with a focus on oncology, anti-infectives in adjunct cancer care, unique prescription products and stem cell therapies. On March 30, 2016, we acquired Leonard-Meron Biosciences, Inc. (“LMB”) as a wholly-owned subsidiary. We acquired all the outstanding stock of LMB by issuing shares of our common stock. The net assets acquired included identifiable intangible assets of $ 19,400,000 related to in-process research and development. We recorded goodwill of $ 9,346,796 for the excess of the purchase price over the net assets acquired. On September 11, 2020, we formed NoveCite, Inc. (“NoveCite”), a Delaware corporation, of which we own 75 % of the issued and outstanding capital stock. On August 23, 2021, we formed Citius Oncology, Inc. (“Citius Oncology”), as a wholly-owned subsidiary in conjunction with the acquisition of LYMPHIR, which began operations in April 2022. On August 12, 2024, Citius Pharma and Citius Oncology entered into a merger agreement with TenX Keane Acquisition, and its wholly owned subsidiary, TenX Merger Sub Inc (“Merger Sub”), whereby Merger Sub merged with and into Citius Oncology. After the merger and recapitalization (the “Merger”), the newly combined publicly traded company was owned 92.3 % by Citius Pharma, and is named Citius Oncology, Inc. (see Note 10). Since our inception, we have devoted substantially all our efforts to business planning, research and development, recruiting management and technical staff, and raising capital. We are subject to a number of risks common to companies in the pharmaceutical industry including, but not limited to, risks related to the development by us or our competitors of research and development stage products, regulatory approval and market acceptance of its products, competition from larger companies, dependence on key personnel, dependence on key suppliers and strategic partners, our ability to obtain additional financing and our compliance with governmental and other regulations. Basis of Presentation The accompanying consolidated financial statements include the operations of Citius Pharmaceuticals, Inc., and its wholly-owned subsidiary LMB and its majority-owned subsidiaries NoveCite and Citius Oncology. On August 12, 2024, Citius Oncology, previously a wholly-owned subsidiary, became a majority-owned subsidiary. As of September 30, 2025, Citius Oncology was a 79.1% majority-owned subsidiary. The operations of NoveCite and Citius Oncology are included in the consolidated results. The portion of equity that is not attributable to the Company, is presented as a non-controlling interest within stockholders’ equity. Unless excluded by shareholder agreements, the portion of net loss attributable to non-controlling interests is included in the statement of operations. All significant inter-company balances and transactions have been eliminated in consolidation. All share amounts and per share data reflect a 1-for-25 reverse stock split which became effective on November 25, 2024. 2. GOING CONCERN UNCERTAINTY AND MANAGEMENT’S PLAN The accompanying 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 business. We experienced negative cash flows from operations of $ 26,552,738 and $ 28,201,375 , for the years ended September 30, 2025 and 2024, respectively. We had a negative working capital of approximately $ 17 million at September 30, 2025. We estimate that our available cash resources will be sufficient to fund its operations through March 2026 which raises substantial doubt about our ability to continue as a going concern within one year after the date that the accompanying consolidated financial statements are issued. F- 7 We have generated no operating revenue to date and have principally raised capital through the issuance of debt and equity instruments to finance our operations. However, our continued operations beyond March 2026, including our development plans for Mino-Lok, Halo-Lido and NoveCite, will depend on our ability to obtain regulatory approval for Mino-Lok and generate substantial revenue from the sale of LYMPHIR and on our ability to raise additional capital through various potential sources, such as equity and/or debt financings, strategic relationships, or out-licensing of our product candidates. We can provide no assurances on regulatory approval, commercialization, or future sales of LYMPHIR or that financing or strategic relationships will be available on acceptable terms, or at all. If we are unable to raise sufficient capital, find strategic partners or generate substantial revenue from the sale of LYMPHIR, there would be a material adverse effect on our business. Further, we expect in the future to incur additional expenses as we continue to develop our product candidates, including seeking regulatory approval, and protecting our intellectual property. The accompanying financial statements do not include any adjustments that might result from the outcome of the above uncertainty. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies followed by us in the preparation of the consolidated financial statements is as follows: 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 in-process research and development, goodwill, stock-based compensation and income taxes. Actual results could differ from those estimates and changes in estimates may occur. Cash and Cash Equivalents We consider all highly liquid instruments with maturities of less than three months at the time of purchase to be cash equivalents. From time to time, we may have cash balances in financial institutions in excess of insurance limits. We have never experienced any losses related to these balances. Prepaid Expenses Prepaid expenses at September 30, 2025 and 2024 consist of $ 64,210 and $ 0 in prepaid annual service fees, respectively, and $ 1,331,280 and $ 2,700,000 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. F- 8 Inventory Inventory is stated at the lower of actual accumulated costs or net realizable value as of September 30, 2025 and 2024, related to the manufacturing of LYMPHIR commercial products to be sold commencing in 2025. No reserves against inventory were deemed necessary based on an evaluation of the product expiration dating. September 30, 2025 September 30, 2024 Finished goods $ 10,577,876 $ 6,134,895 Work in process 11,708,817 2,133,871 Total $ 22,286,693 $ 8,268,766 During 2024 and 2025, $ 6,134,895 and $ 1,368,720 respectively, of prepaid manufacturing costs were transferred to inventory upon product approval and production commencement at our third-party manufacturers. Research and Development Research and development costs, including upfront fees and milestones paid to collaborators who are performing research and development activities under contractual agreements with us, are expensed as incurred. We defer and capitalize our nonrefundable advance payments that are for research and development activities until the related goods are delivered or the related services are performed. When we are reimbursed by a collaboration partner for work we perform, we record the costs incurred as research and development expenses and the related reimbursement as a reduction to research and development expenses in our consolidated statement of operations. Research and development expenses primarily consist of clinical and non-clinical studies, materials and supplies, third-party costs for contracted services, and payments related to external collaborations and other research and development related costs. In-process Research and Development We capitalize intangible assets purchased from others for use in research and development activities as In Process Research & Development (IPR&D) when the assets acquired have an alternative future use, we anticipate future economic benefit from that use and the assets acquired are not dependent on future development. Milestone payments upon regulatory approval that meet the same criteria are capitalized when the payments are considered recoverable based on expected future cash flows. Amortization of IPR&D over the exclusive regulatory period of the acquired asset commences upon revenue generation. In-process research and development includes $ 19,400,000 representing the value of LMB’s drug candidate, Mino-Lok, an antibiotic lock solution in Phase 3 clinical development, which if approved, would be used to treat catheter-related bloodstream infections, and is expected to be amortized on a straight-line basis over a period of eight years commencing upon revenue generation. In-process research and development also includes $ 73,400,000 representing the value of Citius Oncology’s exclusive license for LYMPHIR (denileukin diftitox), a late-stage oncology immunotherapy for the treatment of CTCL, a rare form of non-Hodgkin lymphoma and is expected to be amortized on a straight-line basis over a period of twelve years commencing upon revenue generation. Citius Oncology’s In-process research and development consists of $ 40,000,000 paid to Dr. Reddy’s from the asset purchase agreement and approval milestone fees of $ 27,500,000 to Dr. Reddy’s and $ 5,900,000 to Eisai. Included in the IPR&D is the historical know-how, formula protocols, designs, and procedures that were needed to complete Phase 3. In addition, the contracts acquired in connection with Dr. Reddy’s transaction with the clinical research and manufacturing organization are at market rates and could be provided by multiple vendors in the marketplace. Therefore, there is no fair value associated with the contracts acquired. The Company reviews intangible assets annually to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life of any intangible asset. If the carrying value of an asset exceeds its undiscounted cash flows, the Company writes down the carrying value of the intangible asset to its fair value in the period identified. No impairment has occurred since the acquisitions through September 30, 2025. F- 9 Goodwill Goodwill represents the value of LMB’s industry relationships and its assembled workforce. Goodwill is not amortized but it is tested at least annually for impairment. The Company evaluates the recoverability of goodwill annually or more frequently if events or changes in circumstances indicate that the carrying value of an asset might be impaired, in accordance with Accounting Standard Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment issued by the Financial Accounting Standards Bureau (“FASB”). Goodwill is first qualitatively assessed to determine whether further impairment testing is necessary. Factors that management considers in this assessment include macroeconomic conditions, industry and market considerations, overall financial performance (both current and projected), changes in management and strategy and changes in the composition or carrying amount of net assets. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a one-step test is then performed in accordance with ASU 2017-04. Under the simplified model, a goodwill impairment is calculated as the difference between the carrying amount of the reporting unit and its fair value. For its 2025 goodwill analysis, the Company performed a quantitative assessment as of September 30, 2025. Based on this analysis, management concluded that the estimated fair value of the reporting unit exceeded its carrying amount. Accordingly, no impairment charge was recorded, and goodwill continues to be carried at its current value. Stock-Based Compensation We recognize compensation costs resulting from the issuance of stock-based awards to employees and directors as an expense in the consolidated statement of operations over the requisite service period based on the fair value for each stock award on the grant date. The fair value of each option grant is estimated as of the date of grant using the Black-Scholes option pricing model. We estimate volatility using the trading activity of our common stock. Because our stock options have characteristics significantly different from those of traded options, and because changes in the input assumptions can materially affect the fair value estimate, the existing model may not necessarily provide a reliable single measure of fair value of our stock options. We recognize compensation costs resulting from the issuance of stock-based awards to non-employees as an expense in the consolidated statement of operations over the service period based on the measurement of fair value for each stock award and record forfeitures as they occur. Income Taxes We follow accounting guidance regarding the recognition, measurement, presentation, and disclosure of uncertain tax positions in the consolidated financial statements. Tax positions taken or expected to be taken in the course of preparing our tax returns are required to be evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authorities. Tax positions not deemed to meet a more-likely-than-not threshold would be recorded in the consolidated financial statements. There are no uncertain tax positions that require accrual or disclosure as of September 30, 2025. Any interest or penalties are charged to expense. During the years ended September 30, 2025 and 2024, the Company did not recognize any interest and penalties. Tax years subsequent to September 30, 2021 are subject to examination by federal and state authorities. The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities, and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, for deferred tax assets for which it does not consider realization of such assets to be “more-likely-than-not.” The deferred tax benefit or expense for the period represents the change in the deferred tax asset or liability from the beginning to the end of the period. 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, consisting of options and warrants were not included in the calculation of the diluted loss per share because they were anti-dilutive. F- 10 Segment Reporting The Company operates through a single operating and reportable segment which is focused on developing and commercializing innovative targeted oncology therapies. The Company’s lead product candidate is LYMPHIR, an engineered IL-2 diphtheria toxin fusion protein, for the treatment of patients with persistent or recurrent CTCL, a rare form of non-Hodgkin lymphoma. LYMPHIR was approved by the FDA in August 2024. The Company manages all business activities on a consolidated basis. The Company's Chief Operating Decision Maker ("CODM") is the Chief Executive Officer . The accounting policies of the operating segment are as described in Note 3. The CODM evaluates the performance of the operating segment and allocates resources based on amounts as reported on the consolidated statements of operations and cash flows. Segment expenses are presented on the Company’s consolidated statements of operations. The operating segment assets are reported on the consolidated balance sheet as total assets. Concentrations of Credit Risk We have no significant off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other hedging arrangements. Recently Adopted Accounting Standards Reportable Segment Disclosures In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The change in the standard improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The changes improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The guidance will be effective for annual reporting periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. Early adoption is permitted. The standard will be applied retrospectively. Since the Company has one reportable segment, adoption of this new standard did not have a material impact on the Company's consolidated financial statements. Recently Issued Accounting Standards Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. The standard enhances the transparency, decision usefulness and effectiveness of income tax disclosures by requiring consistent categories and greater disaggregation of information in the reconciliation of income taxes computed using the enacted statutory income tax rate to the actual income tax provision and effective income tax rate, as well as the disaggregation of income taxes paid (refunded) by jurisdiction. The standard also requires disclosure of income (loss) before provision for income taxes and income tax expense (benefit) in accordance with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of General Application – General Notes to Financial Statements: Income Tax Expense, and the removal of disclosures no longer considered cost beneficial or relevant. The guidance will be effective for annual reporting periods beginning after December 15, 2024. Early adoption is permitted. The standard will be applied on a prospective basis, with retrospective application permitted. We are currently evaluating the impact of adoption of the standard on our financial statement disclosures. F- 11 Disaggregation of Income Statement Expenses In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting–Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses. The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation and amortization) included within income statement expense captions. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard updates are to be applied prospectively with the option for retrospective application. We are currently evaluating the impact of adoption of the standard on ours financial statement disclosures. 4. PATENT AND TECHNOLOGY LICENSE AGREEMENTS Patent and Technology License Agreement – Mino-Lok LMB has a patent and technology license agreement with Novel Anti-Infective Therapeutics, Inc. (“NAT”) to develop and commercialize Mino-Lok® on an exclusive, worldwide sub licensable basis, as amended. LMB pays an annual maintenance fee each June until commercial sales of a product subject to the license commence. We recorded an annual maintenance fee expense of $ 90,000 in both 2025 and 2024. LMB will also pay annual royalties on net sales of licensed products, with royalties ranging from the mid-single digits to the low double digits. In limited circumstances in which the licensed product is not subject to a valid patent claim and a competitor is selling a competing product, the royalty rate is in the low- to mid-single digits. After a commercial sale is obtained, LMB must pay minimum aggregate annual royalties of $ 100,000 in the first commercial year which is prorated for a less than 12-month period, increasing $ 25,000 per year to a maximum of $ 150,000 annually. LMB must also pay NAT up to $ 1,100,000 upon achieving specified regulatory and sales milestones. Finally, LMB must pay NAT a specified percentage of payments received from any sub-licensees. Unless earlier terminated by NAT, based on the failure to achieve certain development and commercial milestones, the license agreement remains in effect until the date that all patents licensed under the agreement have expired and all patent applications within the licensed patent rights have been cancelled, withdrawn, or expressly abandoned. License Agreement with Eterna On October 6, 2020, NoveCite, entered into a license agreement with Novellus Therapeutics Limited (“Novellus”), whereby NoveCite acquired an exclusive, worldwide license, with the right to sublicense, develop and commercialize a stem cell therapy based on the Novellus’s patented technology for the treatment of acute pneumonitis of any etiology in which inflammation is a major agent in humans. Upon execution of the license agreement, NoveCite, paid an upfront payment of $ 5,000,000 to Novellus, which was charged to research and development expense during the year ended September 30, 2021, and issued to Novellus shares of NoveCite’s common stock representing 25 % of the outstanding equity. We own the other 75 % of NoveCite’s outstanding equity. Pursuant to the terms of the original stock subscription agreement, if NoveCite issued additional equity, subject to certain exceptions, NoveCite had to maintain Novellus’s ownership at 25 % by issuing additional shares to Novellus. In July 2021, Novellus was acquired by Brooklyn ImmunoTherapeutics, Inc. (“Brooklyn”). In this transaction, the NoveCite license was assumed by Brooklyn with all original terms and conditions. The stock subscription agreement was amended to assign to Brooklyn all of Novellus’s rights and delete the anti-dilution protection and replace it with a right of first refusal whereby Brooklyn will have the right to purchase all or a portion of the securities that NoveCite intends to sell or in the alternative, at the option of NoveCite, Brooklyn may purchase that amount of the securities proposed to be sold by NoveCite to allow Brooklyn to maintain its then percentage ownership. In October 2022, Brooklyn changed its name to Eterna Therapeutics Inc. (“Eterna”). We are responsible for the operational activities of NoveCite and bear all costs necessary to operate NoveCite. Our officers are also the officers of NoveCite and oversee the business strategy and operations of NoveCite. As such, NoveCite is accounted for as a consolidated subsidiary with a noncontrolling interest. Eterna has no contractual rights in the profits or obligations to share in the losses of NoveCite, and we have not allocated any losses to the noncontrolling interest. Under the license agreement, NoveCite is obligated to pay Eterna up to an aggregate of $ 51,000,000 in regulatory and developmental milestone payments. NoveCite also must pay a royalty equal to a mid-teens percentage of net sales, commencing upon the first commercial sale of a licensed product. This royalty is subject to downward adjustment on a product-by-product and country-by-country basis to a mid-single digit percentage (within a range of 4 % to 8 %) of net sales in any country in the event of the expiration of the last valid patent claim or if no valid patent claim exists in that country. The royalty will end on the earlier of (i) date on which a biosimilar product is first marketed, sold, or distributed by Eterna or any third party in the applicable country or (ii) the 10-year anniversary of the date of expiration of the last-to-expire valid patent claim in that country. In the case of a country where no licensed patent ever exists, the royalty will end on the later of (i) the date of expiry of such licensed product’s regulatory exclusivity and (ii) the 10-year anniversary of the date of the first commercial sale of the licensed product in the applicable country. In addition, NoveCite will pay to Eterna an amount equal to a mid-twenties percentage of any sublicensee fees it receives. F- 12 Under the terms of the license agreement, in the event that Eterna receives any revenue involving the original cell line included in the licensed technology, then Eterna shall remit to NoveCite 50 % of such revenue. The term of the license agreement continue on a country-by-country and licensed product-by-licensed product basis until the expiration of the last-to-expire royalty term. Either party may terminate the license agreement upon written notice if the other party is in material default. NoveCite may terminate the license agreement at any time without cause upon 90 days prior written notice. Eterna will be responsible for preparing, filing, prosecuting, and maintaining all patent applications and patents included in the licensed patents in the territory, provided however, that if Eterna decides that it is not interested in maintaining a particular licensed patent or in preparing, filing, or prosecuting a licensed patent, NoveCite will have the right, but not the obligation, to assume such responsibilities in the territory at NoveCite’s sole cost and expense. License Agreement with Eisai In September 2021, we entered into an asset purchase agreement with Dr. Reddy’s Laboratories SA, a subsidiary of Dr. Reddy’s Laboratories, Ltd. (collectively, “Dr. Reddy’s”) and a license agreement with Eisai Co., Ltd. (“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. We renamed E7777 as I/ONTAK and also obtained the trade name of LYMPHIR for the product. We assigned these agreements to Citius Oncology effective April 1, 2022 and received a BLA approval from the FDA for LYMPHIR in August 2024. Under the terms of these agreements, we acquired Dr. Reddy’s exclusive license for E7777 from Eisai and other related assets (which are now owned by Citius Oncology). The exclusive license rights, through Citius Oncology, include 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 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 Papua New Guinea. We paid Dr. Reddy’s a $ 40 million upfront payment, which represents the acquisition date fair value of the in-process research and development acquired. 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. 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 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. At the time of the FDA approval for LYMPHIR, a $ 27.5 million milestone became payable to Dr. Reddy’s, of which a balance of $ 19.75 million included in license fee payable, remained due as of September 30, 2025. After discussions, Dr. Reddy’s agreed to a partial deferral without penalty of this milestone payment. During the years ended September 30, 2025 and 2024, we paid $ 2,750,000 and $ 5,000,000 , respectively, against the outstanding milestone fee. F- 13 At the time of the FDA approval for LYMPHIR, a $ 5.9 million milestone became payable to Eisai, of which a balance of $ 2.9 million included in license fee payable, remained due as of September 30, 2025. During the year ended September 30, 2025, we paid $ 3,000,000 against the outstanding milestone fee. Eisai is to receive 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 o required to reimburse Eisai for up to $ 2.65 million of its costs to complete the Phase 3 pivotal clinical trial 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 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. On 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 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 year ended September 30, 2025, we recorded $ 218,032 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. During the year ended September 30, 2025 we paid $ 3,000,000 of the development milestone and the balance of $ 2,900,000 is included in license fee payable at September 30, 2025. On July 21, 2025, we made a payment to Eisai of $1,616,522 for other invoices and accumulated interest associated with the letter agreement. The term of the 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. We expect the first commercial sale to occur in the first quarter of 2026. 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. 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 immuno-oncology 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) to 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; the launch of LYMPHIR in December 2025 satisfied this requirement in the U.S. As part of the definitive agreement with Dr. Reddy’s, we acquired method of use patents in which LYMPHIR is administered in combination with the programmed cell death protein 1 (“PD-1”) pathway inhibitor drug class. PD-1 plays a vital role in inhibiting immune responses and promoting self-tolerance through modulating the activity of T-cells, activating apoptosis of antigen-specific T cells and inhibiting apoptosis of regulatory T cells. F- 14 The following patents were acquired and subsequently transferred to Citius Oncology: 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. International Patent Application Number: PCT/IB2021/0576733, which was filed with the World Intellectual Property Organization on August 23, 2021, and subsequently published as WO 2022/043863 A1 on March 3, 2022, entitled, Combination for Use in Methods of Treating Cancer. 5. NOTE PAYABLE AND ADVANCE FROM EMPLOYEE On June 2, 2025, The Company borrowed $ 1,000,000 from an unrelated lender. The note payable is due in full on December 2, 2025 with interest at 15 % compounded monthly. Leonard Mazur (Chairman and Chief Executive Officer of the Company) personally guaranteed repayment of the note. Interest expense for the year ended September 30, 2025 was $ 49,750 . On May 28, 2025, an employee provided a $ 300,000 non-interest-bearing advance to the Company. On June 5, 2025, the Company repaid the employee in full. 6. COMMON STOCK, STOCK OPTIONS, RESTRICTED STOCK AWARDS, AND WARRANTS Authorized Common Stock and Reverse Stock Split We filed a Certificate of Change with the Secretary of State of the State of Nevada to (i) effect a 1-for-25 reverse stock split of our issued and outstanding shares of common stock, and (ii) decrease the number of total authorized shares of common stock from 400,000,000 shares to 16,000,000 shares. The reverse stock split was intended to regain compliance with the minimum bid price requirement of $ 1.00 per share of common stock for continued listing on the Nasdaq Capital Market. The reverse stock split became effective on November 25, 2024, and our common stock began trading on a reverse stock split-adjusted basis on the Nasdaq Capital Market on November 26, 2024. All share amounts have been retroactively adjusted to reflect the split. Series A Preferred Stock and Authorized Common Stock On April 17, 2025, we entered into an agreement with Leonard Mazur (Chairman and Chief Executive Officer of the Company), pursuant to which we sold one share of Series A Preferred Stock, par value $ 0.001 per share for $ 100 to Mr. Mazur. The Series A Preferred Stock was sold in connection with the June 9, 2025 special meeting of the stockholders for the purpose of approving an amendment to our Articles of Incorporation, as amended, to increase the number of shares of our authorized common stock from 16,000,000 to 250,000,000 . Our stockholders approved the authorized share increase on June 9, 2025. On April 17, 2025, we filed a certificate of designation with the Nevada Secretary of State, designating the powers, rights, privileges and restrictions of the Series A Preferred Stock. The certificate provides that each share of Series A Preferred Stock will have 1,000,000,000 votes and will vote together with the outstanding shares of common stock as a single class, exclusively with respect to the authorized share increase proposal and shall not be entitled to vote on any other matter. The Series A Preferred Stock will be voted on the authorized share increase in the same proportion as the aggregate votes cast by holders of common stock “for” and “against” the proposal. The Series A Preferred Stock otherwise has no other voting rights, including in respect of any other proposal. The voting power attributable to the Series A Preferred Stock will be disregarded for purposes of determining whether a quorum is present at the special meeting, and the establishment of a quorum at the special meeting will be determined only with reference to the common stock. Pursuant to its terms, on June 9, 2025, the outstanding share of Series A Preferred Stock was redeemed automatically for $ 100 after we published the final results of the stockholder vote on the authorized stock increase. F- 15 Common Stock Issued for Services On October 10, 2023, we issued 4,351 shares of common stock for media, and public and investor relations services and expensed the $ 76,146 fair value of the common stock issued. On January 17, 2024, we issued 5,128 shares of common stock for general and business development advisory services and expensed the $ 98,079 fair value of the common stock issued. On April 25, 2024, we issued 6,000 shares of common stock for financial, general and business development advisory services and expensed the $ 109,950 fair value of the common stock issued. On July 1, 2025, we issued 20,000 shares of common stock for media, and public and investor relations services and expensed the $ 26,600 fair value of the common stock issued. Common Stock Offerings On April 30, 2024 , Citius Pharma sold 857,143 shares of common stock and warrants to purchase 857,143 shares of common stock, at a purchase price of $ 17.50 per share and accompanying warrant for gross proceeds of $ 15,000,002 . The warrants have an exercise price of $ 18.75 per share, are exercisable six months after issuance, and expire on October 30, 2029. The estimated fair value of the warrants issued to the investors was approximately $ 11,206,000 . Net proceeds were $ 13,718,951 after deducting the placement agent fee of $ 1,050,000 , placement agent expenses of $ 135,000 , legal fees of $ 80,101 , and other offering expenses of $ 15,950 . We also issued 60,000 warrants to the placement agent at an exercise price of $ 21.875 per share, that are exercisable six months from the date of issuance and expire on April 25, 2029. The estimated fair value of the warrants issued to the placement agent was approximately $ 756,000 . On November 15, 2024 , Citius Pharma sold 480,000 shares of common stock and warrants to purchase 480,000 shares of common stock. Gross proceeds were $ 3,000,000 and net proceeds were $ 2,574,051 after deducting fees and expenses. The shares and warrants were sold at a combined offering price of $ 6.25 . The immediately exercisable warrants have an exercise price of $ 6.25 per share and expire on November 19, 2029 . The estimated fair value of the warrants issued to the investors was approximately $ 1,575,000 . We paid the placement agent 7 % of the gross proceeds and granted the placement agent immediately exercisable warrants to purchase 33,600 shares of common stock at an exercise price is $ 7.8125 per share which expire on November 15, 2029 . The estimated fair value of the warrants issued to the placement agent was approximately $ 104,000 . On January 7, 2025 , Citius Pharma sold 743,496 shares of common stock and warrants to purchase 743,496 shares of common stock. Gross proceeds were approximately $ 3,000,000 and net proceeds were $ 2,657,167 after deducting fees and expenses. The shares and warrants were sold at a combined offering price of $ 4.035 . The immediately exercisable warrants have an exercise price of $ 3.91 per share and expire on January 8, 2030 . The estimated fair value of the warrants issued to the investors was approximately $ 2,091,000 . We paid the placement agent 7 % of the gross proceeds and granted the placement agent immediately exercisable warrants, to purchase 52,045 shares of common stock at $ 5.0438 per share which expire on January 7, 2030 . The estimated fair value of the warrants issued to the placement agent was approximately $ 138,000 . On April 1, 2025 , Citius Pharma sold 465,000 shares of common stock, and pre-funded warrants to purchase 1,274,131 shares of common stock at an offering price of $ 1.15 and $ 1.1499 . Gross proceeds were $ 1,999,873 and net proceeds were $ 1,743,757 after deducting fees and expenses. The immediately exercisable pre-funded warrants have an exercise price of $ 0.0001 per share and do not expire. All 1,274,131 of the pre-funded warrants were exercised during the year ended September 30, 2025. We paid the placement agent 7 % of the gross proceeds and granted the placement agent warrants to purchase 121,739 shares of common stock at $ 1.4375 per share which are exercisable commencing on October 2, 2025 and expire on April 1, 2030. The estimated fair value of the warrants issued to the placement agent was approximately $ 100,000 . F- 16 On June 11, 2025 , Citius Pharma sold 540,000 shares of common stock, and pre-funded warrants to purchase 4,380,000 shares of common stock at offering prices of $ 1.22 and $ 1.2199 , respectively, along with immediately exercisable two-year warrants to purchase 9,840,000 shares of common stock at $ 1.00 per share. Gross proceeds were $ 6,001,962 and net proceeds of the offering were $ 5,430,836 after deducting fees and expenses. The pre-funded warrants are exercisable immediately at $ 0.0001 per share and do not expire. During the year ended September 30, 2025 all 4,380,000 of the pre-funded warrants were exercised. The estimated fair value of the 9,840,000 warrants issued to the investors was approximately $ 4,867,000 . We paid the placement agent a fee of $ 420,168 and other fees and expenses were $ 150,958 . In addition, we granted placement agent warrants to purchase 344,400 shares of common stock at an exercise price equal to $ 1.525 per share. The warrants are exercisable six months after issuance and expire after five years. On the expiration date, any warrants outstanding will be exercised via cashless exercise. The estimated fair value of the warrants issued to the placement agent was approximately $ 222,000 . On July 17, 2025 , Citius Oncology sold 6,818,182 shares of common stock and warrants to purchase 6,818,182 shares of common stock. 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 $ 7,546,988 , after deducting placement agent fees and other offering expenses. The estimated fair value of the warrants issued to the investors was approximately $ 8,197,000 . Citius Oncology paid the placement agent a fee of 7.0 % of the gross proceeds and expenses of $ 125,000 , and 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 on July 17, 2030. Citius Oncology also paid an additional 7.0 % fee to a prior placement agent and issued the prior placement agent warrants to purchase up to 477,273 shares of common stock at an exercise price of $ 1.65 per share. The placement agent warrants are exercisable commencing on August 17, 2025 and expire on July 17, 2030. The estimated fair value of the warrants issued to the placement agents was approximately $ 905,000 . On September 10, 2025 , Citius Oncology sold 5,142,858 shares of common stock and warrants to purchase 5,142,858 shares of common stock. The shares and warrants were sold at a per unit price of $ 1.75 . The warrants are exercisable beginning on March 10, 2026 and expire on March 10, 2031 at an exercise price of $ 1.84 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 was approximately $ 6,995,000 . Citius Oncology paid the placement agent a fee of 7.0 % of the gross proceeds and expenses of $ 125,000 . Additionally, Citius Oncology issued the placement agent warrants to purchase up to 205,714 shares of common stock at an exercise price of $ 1.92 per share. The warrants are exercisable commencing on March 10, 2026 and expire on March 10, 2031. We also paid an additional 7.0 % fee to a prior placement agent and issued the prior placement agent warrants to purchase up to 360,000 shares of common stock at an exercise price of $ 2.1875 per share. The placement agent warrants are exercisable commencing on March 10, 2026 and expire on March 10, 2031. The estimated fair value of the warrants issued to the placement agents was approximately $ 717,000 . Citius Pharma At the Market Offering Agreement On August 12, 2024, we entered into a sales agreement, to sell, from time to time during the term of the agreement our shares of common stock. During the year ended September 30, 2024, Citius Pharma sold 18,168 shares for gross proceeds of $ 252,140 . Net proceeds after deducting broker fees and other offering expenses were $ 84,735 . During the three months ended March 31, 2025, Citius Pharma sold 289,910 shares for gross proceeds of $ 839,468 . Net proceeds after deducting broker fees and other offering expenses were $ 808,640 . F- 17 During the three months ended June 30, 2025, Citius Pharma sold 2,185,249 shares for gross proceeds of $ 3,471,866 . Net proceeds after deducting broker fees and other offering expenses were $ 3,294,446 . During the three months ended September 30, 2025, Citius Pharma sold 442,715 shares for gross proceeds of $ 657,284 . Net proceeds after deducting broker fees and other offering expenses were $ 626,843 . Citius Pharma Stock Option Plans Under our 2014 Stock Plan, we reserved 34,667 shares of common stock. As of September 30, 2025, there were options to purchase 16,910 shares outstanding and no shares were available for future grants. Under our 2018 Stock Plan, we reserved 80,000 shares of common stock. As of September 30, 2025, there were options to purchase 67,200 shares outstanding and no shares were available for future grants. Under our 2020 Stock Plan, we reserved 124,400 shares of common stock. As of September 30, 2025, there were options to purchase 66,000 shares outstanding and no shares available for future grants. Under our 2021 Stock Plan, we reserved 349,600 shares of common stock. As of September 30, 2025, options to purchase 330,000 shares were outstanding and no shares reserved for future grants Under our 2023 Stock Plan, we reserved for issuance 481,400 shares of common stock. As of September 30, 2025, options to purchase 359,400 shares were outstanding, and 118,000 shares remain available for future grants. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model. Volatility is estimated using the trading activity of our common stock. 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. The following assumptions were used in determining the fair value of stock option grants for the years ended September 30, 2025 and 2024: 2025 2024 Risk-free interest rate 4.17 – 4.31 % 4.62 – 4.66 % Expected dividend yield 0.00 % 0.00 % Expected term 5.50 – 10 years 5.50 – 10 years Expected volatility 85 % 85 – 86 % A summary of option activity under our plans (excluding the NoveCite and Citius Oncology Stock Plans) is presented below: Option Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at September 30, 2024 656,084 $ 36.41 7.26 years $ 0.00 Granted 185,000 $ 9.50 Exercised — Forfeited or expired ( 1,574 ) $ 242.80 Outstanding at September 30, 2025 839,510 $ 30.09 6.90 years $ 0.00 Exercisable at September 30, 2025 512,509 $ 39.70 5.88 years $ 0.00 F- 18 The weighted average grant date fair value of the options granted during the year ended September 30, 2025 was estimated at $ 7.15 per share. All these options vest over terms of 12 to 36 months and have a term of 10 years. At September 30, 2025, unrecognized total compensation cost related to unvested awards under the Citius Pharma stock plans of $ 1,485,612 is expected to be recognized over a weighted average period of 1.55 years. NoveCite Stock Plan – Under the NoveCite Stock Plan, we reserved 2,000,000 shares of common stock of NoveCite. As of September 30, 2025, there were options outstanding to purchase 1,911,500 shares and 88,500 shares of common stock available for future grants. During the year ended September 30, 2021, NoveCite granted options to purchase 2,000,000 shares of common stock to employees at an exercise price of $ 0.24 per share, 88,500 shares were forfeited, and options to purchase 1,911,500 shares were exercisable as of September 30, 2025. These options vested over 36 months and have a term of 10 years. The weighted average remaining contractual term of options outstanding under the NoveCite Stock Plan is 5.39 years. No options were issued in fiscal years 2025 and 2024. At September 30, 2025, there is no remaining unrecognized total compensation cost related to awards under the plan. Citius Oncology Stock Plan - Under the 2023 Citius Oncology Stock Plan, we reserved 15,000,000 shares of common stock of Citius Oncology. On August 2, 2024, Citius Oncology reserved 15,000,000 shares under the Citius Oncology 2024 Stock plan The Citius Oncology 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. As of September 30, 2025, options to purchase 18,100,000 shares were outstanding, restricted stock awards of 11,600,000 have not vested and 300,000 shares remain available for future grants. The following assumptions were used in determining the fair value of the Citius Oncology stock option grants for the year ended September 30, 2025 and 2024: 2025 2024 Risk-free interest rate 4.08 - 4.18 % 4.66 % Expected dividend yield 0.00 0.00 % Expected term 5.50 - 6.50 years 6.50 years Expected volatility 85 % 87 % Volatility is estimated using the trading activity of Citius Pharmaceuticals common stock. until such time as Citius Oncology has 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. A summary of option activity under the Citius Oncology plan is presented below: 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 ( 400,000 ) Outstanding at September 30, 2025 18,100,000 $ 1.83 8.21 years $ 5,386,000 Exercisable at September 30, 2025 9,781,250 $ 2.02 7.94 years $ 1,136,500 F- 19 On December 2, 2024, the Board of Directors granted options to purchase 200,000 shares of common stock at an exercise price of $ 1.02 per share. On December 12, 2024, the Board of Directors granted options to purchase 5,550,000 shares of common stock at an exercise price of $ 1.07 per share. The weighted average grant date fair value of the options granted during the year ended September 30, 2025 was estimated at $ 0.80 per share. All these options vest over terms of 12 to 36 months and have a term of 10 years. At September 30, 2025, unrecognized total compensation cost related to unvested awards of $ 7,814,682 is expected to be recognized over a weighted average period of 1.23 years. Citius Oncology Restricted Stock Awards On September 19, 2025, the Board of Directors granted restricted stock awards of 11,600,000 shares of common stock to employees and directors. The restricted stock awards vest on September 30, 2028. The fair value of the common stock on the date of grant was $ 20,300,000 ($ 1.75 per share). Stock-based compensation expense for restricted stock awards for the year ended September 30, 2025 was $ 203,741 . At September 30, 2025, unrecognized total compensation cost related to unvested restricted stock awards under the stock plans of $ 20,096,259 is expected to be recognized over a weighted average period of 2.97 years. Stock-based compensation expense - under all plans for the years ended September 30, 2025 and 2024 was $ 10,836,291 (including $ 8,116,678 for Citius Oncology options and $ 203,741 for Citius Oncology restricted stock awards) and $ 11,839,678 (including $ 47,574 for the NoveCite plan and $ 7,498,817 for the Citius Oncology plan). respectively. Citius Pharmaceuticals Warrants We reserved 14,479,372 shares of common stock for the exercise of outstanding warrants. The following table summarizes the warrants outstanding at September 30, 2025: Exercise price Number Expiration Dates August 2018 Offering Investors 28.75 156,863 August 14, 2026 August 2018 Offering Agent 39.84 7,576 August 8, 2026 September 2019 Offering Investors 19.25 111,732 September 27, 2026 September 2019 Offering Underwriter 27.97 7,774 September 27, 2026 May 2020 Offering Investors 25.00 66,824 November 18, 2025 January 2021 Offering Investors 30.78 123,648 July 27, 2026 January 2021 Offering Agent 40.44 14,065 July 27, 2026 February 2021 Offering Investors 42.50 823,211 February 19, 2026 February 2021 Offering Agent 47.03 100,256 February 19, 2026 May 2023 Offering Investors 37.50 500,000 May 8, 2028 May 2023 Offering Agent 37.50 35,000 May 3, 2028 April 2024 Offering Investors 18.75 857,143 October 30, 2029 April 2024 Offering Agent 21.875 60,000 April 25, 2029 November 2024 Offering Investors 6.25 480,000 November 18, 2029 November 2024 Offering Agent 7.8125 33,600 November 15, 2029 January 2025 Offering Investors 3.91 743,496 January 8, 2030 January 2025 Offering Agent 5.0438 52,045 January 7, 2030 April 2025 Offering Agent 1.4375 121,739 April 1, 2030 June 2025 Offering Investor 1.00 9,840,000 June 11, 2027 June 2025 Offering Agent 1.525 344,400 June 11, 2027 14,479,372 F- 20 On April 2, 2024, we extended the term to April 5, 2025, for 51,780 warrants with an exercise price of $ 35.50 per share and extended the term to April 5, 2025, for 9,605 warrants with an exercise price of $ 48.28 per share. We recorded a deemed dividend of $ 321,559 based on the excess of the fair value of the modified warrants over the fair value of the warrants before the modification which increased the net loss attributable to common shareholders for the year ended September 30, 2024. On August 7, 2024, we extended the term to August 14, 2025, for 156,863 warrants with an exercise price of $ 28.75 per share and extended the term to August 8, 2025, for 7,576 warrants with an exercise price of $ 39.84 per share. We recorded a deemed dividend of $ 375,511 based on the excess of the fair value of the modified warrants over the fair value of the warrants before the modification which increased the net loss attributable to common shareholders for the year ended September 30, 2024. On September 25, 2024, we extended the term to September 27, 2025, for 111,732 warrants with an exercise price of $ 19.25 per share and extended the term to September 27, 2025, for 7,774 warrants with an exercise price of $ 27.97 per share. We recorded a deemed dividend of $ 350,241 based on the excess of the fair value of the modified warrants over the fair value of the warrants before the modification which increased the net loss attributable to common shareholders for the year ended September 30, 2024. On August 7, 2025, we extended the term to August 14, 2026 for 156,863 warrants with an exercise price of $ 28.75 per share and extended the term to August 8, 2026 for 7,577 warrants with an exercise price of $ 39.84 per share. On August 7, 2025, we also extended the term to September 27, 2026 for 111,732 warrants with an exercise price of $ 19.25 per share and 7,774 warrants with an exercise price of $ 27.97 per share. We did not record a deemed dividend for the year ended September 30, 2025, as there was no increase in the fair value of the modified warrants over the fair value of the warrants before the modification. At September 30, 2025, the weighted average remaining life of the outstanding warrants is 2.02 years, all warrants are exercisable, and the aggregate intrinsic value of the warrants outstanding was $ 2,361,600 . Citius Oncology Warrants We have reserved 13,276,754 shares of common stock for the exercise of outstanding warrants. The following table summarizes the warrants outstanding at September 30, 2025: 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 13,276,754 At September 30, 2025, the weighted average remaining life of the outstanding warrants is 5.08 years, all warrants are exercisable except for the September 2025 Offering warrants which become exercisable on March 10, 2026, and the aggregate intrinsic value of the warrants outstanding was $ 6,125,681 . Citius Pharma Common Stock Reserved A summary of common stock reserved for future issuances by Citius Pharma excluding our subsidiaries as of September 30, 2025 is as follows: Stock plan options outstanding 839,510 Stock plan shares available for future grants 118,000 Warrants outstanding 14,479,372 Total 15,436,882 F- 21 Citius Oncology Common Stock Reserved A summary of common stock reserved for future issuances by Citius Oncology as of September 30, 2025 is as follows: Stock plan options outstanding 18,100,000 Restricted stock awards 11,600,000 Stock plan shares available for future grants 300,000 Warrants outstanding 13,276,754 Total 43,276,754 7. RELATED PARTY TRANSACTIONS During the year ended September 30, 2024, Citius Pharma extended warrants held by our Chairman and Executive Vice Chairman (see Note 6) for 51,780 warrants on April 5, 2024, 156,863 warrants on August 7, 2024 and 111,732 warrants on September 25, 2024. During the year ended September 30, 2025, Citius Pharma extended warrants held by our Chairman and Executive Vice Chairman (see Note 6) for 156,863 warrants and 111,732 warrants on August 7, 2025. See also Note 10 for Merger transaction and transactions consummated with our subsidiary to facilitate the Merger. Citius Pharma is a party to a Shared Services Agreement with Citius Oncology. Under the terms of the agreement, the Citius Pharma provides all executive, operational, financial, and administrative support to Citius Oncology for a period of up to two (2) years. The quarterly allocated expense to Citius Oncology by Citius Pharma is currently approximately $ 1,006,000 . 8. EMPLOYMENT AGREEMENTS On October 19, 2017, the Company and its Chairman of the Board, Leonard Mazur, entered into an employment agreement with a three-year term. Upon expiration, the agreement automatically renews for successive periods of one-year unless terminated. Under the terms of the agreement, we are required to pay base compensation plus incentives over the employment term plus severance benefits upon the occurrence of certain events as described in the agreement. On November 27, 2017, we entered into an employment agreement with Jaime Bartushak to serve as our Chief Financial Officer and Principal Financial Officer.. The agreement requires us to pay base compensation plus incentives over the employment term plus severance benefits upon the occurrence of certain events as described in the agreement. On April 12, 2022, we entered into an employment agreement with Myron Holubiak to serve as Executive Vice Chairman. Upon expiration, the agreement automatically renews for successive periods of one-year unless terminated. The agreement requires us to pay base compensation plus incentives over the employment term plus severance benefits upon the occurrence of certain events as described in the agreement. On July 13, 2020, we entered into an employment agreement with Myron Czuczman, M.D. to serve as Executive Vice President, Chief Medical Officer. The agreement requires us to pay base compensation plus incentives over the employment term plus severance benefits upon the occurrence of certain events as described in the agreement. The Company has employment agreements with certain other employees that require us to pay base compensation plus incentives over the employment term plus severance benefits upon the occurrence of certain events as described in the agreement. F- 22 9. COMMITMENTS AND CONTINGENCIES Operating Lease Effective July 1, 2019, we entered into a 76-month lease for office space in Cranford, NJ. On February 28, 2025 we extended the lease to February 28, 2030. A right-of-use asset of $ 786,697 was recognized as a non-cash asset and liability on the amendment date. We pay our proportionate share of real estate taxes and operating expenses in excess of the base year expenses. These costs are variable lease payments and are not included in the determination of the lease’s right-of-use asset or lease liability. We identified and assessed the following significant assumptions in recognizing our right-of-use assets and corresponding lease liabilities: ● As the Cranford lease does not provide an implicit rate, we estimated the incremental borrowing rate in calculating the present value of the lease payments. We estimated the incremental borrowing rate based on the remaining lease term as of the amendment date. ● Since we elected to account for each lease component and its associated non-lease components as a single combined component, all contract consideration was allocated to the combined lease component. ● The expected lease terms include noncancelable lease periods. The elements of lease expense are as follows: Lease cost Year Ended September 30, 2025 Year Ended September 30, 2024 Operating lease cost $ 269,143 $ 238,823 Variable lease cost 32,692 25,809 Total lease cost $ 301,835 $ 264,632 Other information Weighted-average remaining lease term - operating leases 4.42 Years 1.1 Years Weighted-average discount rate - operating leases 8.0 % 8.0 % Maturities of lease liabilities due under the Company’s non-cancellable leases are as follows: Year Ending September 30, 2026 $ 171,280 2027 232,827 2028 237,686 2029 242,545 2030 102,849 Total lease payments 987,187 Less: interest ( 173,914 ) Present value of lease liabilities $ 813,273 Leases Classification September 30, 2025 September 30, 2024 Assets Lease asset Operating $ 818,694 $ 246,247 Total lease assets $ 818,694 $ 246,247 Liabilities Current Operating $ 88,348 $ 241,547 Non-current Operating 724,925 21,318 Total lease liabilities $ 813,273 $ 262,865 Interest expense on the lease liability was $ 39,054 and $ 30,644 for the years ended September 30, 2025 and 2024, respectively. This amount is classified within general & administrative expense. F- 23 Commercial Manufacturing Contracts We entered into an agreement with a Contract Manufacturing Organization for the manufacture and supply of drug substance. The agreement runs through calendar 2026, with an automatic renewal for a subsequent 4-year term. Under this agreement, we are obligated to purchase minimum annual quantities of batches at a set price per batch, subject to annual increases. Additionally, we are required to pay an annual service fee of $ 250,000 . The agreement also includes provisions for potential price increases based on increases in the manufacturer’s operating expenses or industry indices, as well as significant termination fees and obligations. As of September 30, 2025, the total minimum purchase commitment under this agreement was approximately $ 16.2 million consisting of payments of $ 8.5 million and $ 5.3 million for 2025 and 2026 respectively and approximately $ 2.4 million for 2026 pass-throughs and consumable manufacturing components. As of September 30, 2025, we also have commercial supply agreements with two other vendors for the completion and packaging of finished drug products. Minimum purchase commitments under these two agreements amount to approximately $ 4.9 million consisting of purchase commitment obligations of $ 1.2 million in 2025 and $ 1.9 million in 2026 and $ 1.8 million in 2027. Legal Proceedings We are not involved in any litigation that we believe could have a material adverse effect on our financial position or results of operations. There is no action, suit, proceeding, inquiry, or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of our executive officers, threatened against or affecting us or our officers or directors in their capacities as such. 10. MERGER AGRFEEMENT On October 23, 2023, the Company and its then wholly owned subsidiary Citius Oncology 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 Citius Oncology, with Citius Oncology surviving as a wholly owned subsidiary of TenX (the “Merger”) which was subsequently renamed Citius Oncology Sub. Prior to the 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 Citius Oncology. The Merger, net amount of $ 3,831,357 charged to additional paid in capital consists of $ 395,515 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 $ 2,358,780 and the cost of public rights in the amount of $ 1,077,062 . As part of the Merger, we made capital investments in Citius Oncology 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 Citius Oncology to us. Simultaneously, we advanced an additional $ 3,800,111 to Citius Oncology under the terms of a non-interest bearing note payable. The note is repayable upon a capital raise by Citius Oncology of at least $ 10,000,000 through the issuance of debt, equity or royalty financing. The Merger resulted in an initial 92.3 % ownership interest by Citius Pharma in Citius Oncology. F- 24 11. GAIN ON SALE OF NEW JERSEY NET OPERATING LOSSES We recognized a gain of $ 2,387,842 for the year ended September 30, 2024, in connection with the sale of certain New Jersey income tax net operating losses to a third party under the New Jersey Technology Business Tax Certificate Transfer Program. 12. INCOME TAXES We recorded deferred income tax expense of $ 1,056,960 and $ 576,000 for the years ended September 30, 2025 and 2024 related to the amortization for taxable purposes of its in-process research and development asset. The income tax expense (benefit) differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income for the years ended September 30, 2025 and 2024 due to the following: 2025 2024 Computed “expected” tax benefit ( 21.0 )% ( 21.0 )% Increase (decrease) in income taxes resulting from: State taxes, net of federal benefit ( 6.3 ) ( 6.3 ) Permanent differences 4.0 5.5 Increase in the valuation reserve 26.0 23.3 2.7 % 1.5 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities are as follows: September 30, 2025 September 30, 2024 Deferred tax assets: Net operating loss carryforward $ 48,987,000 $ 39,888,000 Stock-based compensation 4,269,000 3,310,000 Capitalized research and development 6,695,000 5,762,000 Other 6,420,000 4,933,000 Valuation allowance on deferred tax assets ( 66,147,000 ) ( 53,826,000 ) Total deferred tax assets 224,000 67,000 Deferred tax liabilities: ROU Asset ( 224,000 ) ( 67,000 ) In-process research and development ( 7,770,760 ) ( 6,713,800 ) Total deferred tax liability ( 7,994,760 ) ( 6,780,800 ) Net deferred tax liability $ ( 7,770,760 ) $ ( 6,713,800 ) We recorded a valuation allowance against deferred tax assets as the utilization of the net operating loss carry-forward and other deferred tax assets is uncertain. During the years ended September 30, 2025 and 2024, the valuation allowance increased by $ 12,321,000 and $ 8,911,000 , respectively. The increase in the valuation allowance during the years ended September 30, 2025 and 2024 was primarily due to our net operating loss. At September 30, 2025, we have a federal net operating loss carryforward of approximately $ 181,000,000 . Federal net operating loss carryforwards of approximately $ 29,000,000 begin expiring in 2034 and carryforwards of approximately $ 152,000,000 generated in tax years beginning after 2017 may be carried forward indefinitely. Use of federal net operating losses may be limited under Section 382 of the Internal Revenue Code due to changes in ownership. As of September 30, 2025, we also have estimated federal research and development credits of $ 5,297,000 to offset future income taxes. The tax credit carryforwards will begin to expire in 2036. On July 4, 2025, the “One Big Beautiful Bill Act” (“OBBBA”) was signed into law in the United States. The OBBBA includes a broad range of tax reform provisions for businesses, including extensions of key Tax Cuts and Jobs Act provisions, modifications to the international tax framework, and restoration of favorable tax treatment for certain business provisions. Certain provisions of the legislation will become effective in 2025, while others are effective in 2026. The OBBBA was enacted during our fourth fiscal quarter of 2025, and we have considered its potential effects and reflected the impact of the OBBBA on our financial position, results of operations, and cash flows. We are in the process of evaluating the impact of these provisions on future periods, but we do not expect the OBBBA to have a material impact on our consolidated financial statements. F- 25 We account for uncertain tax positions in accordance with the guidance provided in ASC 740, “Accounting for Income Taxes.” This guidance describes a recognition threshold and measurement attribute for the financial statement disclosure of tax positions taken or expected to be taken in a tax return and requires recognition of tax benefits that satisfy a more-likely-than-not threshold. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods and disclosure. There have been no reserves for uncertain tax positions recorded by us to date. 13. SUBSEQUENT EVENTS On October 20, 2025, Citius Pharmaceuticals, Inc. entered into a securities purchase agreement with a certain institutional investor for the issuance and sale, in a registered direct offering by the Company , of 1,460,000 shares of the Company’s common stock, par value $ 0.001 per share , and pre-funded warrants to purchase up to 2,513,510 shares of common stock at an offering price of $ 1.51 and $ 1.5099 , respectively. The Company also issued to the investor warrants to purchase up to 3,973,510 shares of common stock. The offering closed on October 21, 2025. Gross proceeds were approximately $ 6.0 million, before deducting placement agent fees and other expenses. On December 8, 2025, Citius Oncology entered into a securities purchase agreement with a certain institutional investor in a registered direct offering for the purchase and sale of 1,284,404 shares of our common stock at an offering price of $ 1.09 per share of common stock. In a concurrent private placement, the Company also agreed to sell such institutional investor warrants to purchase up to 1,284,404 shares of common stock, with an exercise price of $ 1.09 per share of our common stock, which are exercisable upon the requisite stockholder approval, and have a term of five years from the date of the stockholder approval. The aggregate gross proceeds to the Company from the offering were approximately $ 18.0 million. Net proceeds were approximately $ 15.2 million, after deducting placement agent fees and other offering expenses payable by the Company. On December 8, 2025, Citius Oncology also entered into a securities purchase agreement with such institutional investor to issue in a concurrent private placement pre-funded warrants to purchase up to 15,229,358 shares of common stock and 15,229,358 warrants, at a combined price of $ 1.0899 per pre-funded warrant and accompanying warrant. The pre-funded warrants are exercisable immediately, at an exercise price of $ 0.0001 per share, and will remain valid and exercisable until all the pre-funded warrants are exercised in full. In connection with the offering, Citius Oncology agreed to pay the placement agent a cash fee of 7.0 % of the aggregate gross proceeds Citius Oncology received in the offering. In addition, the Company granted warrants to the placement agent, or its designees, to purchase up to 1,155,963 shares of common stock. The terms of the placement agent warrants are substantially the same as the terms of the warrants, except that the exercise price is $ 1.3625 per share and expire five years from the commencement of sales in the offering. F- 26