Dilution profile // every instrument, one screen, from SEC filings

CITIUS ONCOLOGY, INC. (CTOR)

CIK 1851484 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed sub-ratings (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$280M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
HIGHwarrants = 58% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
HIGH+940% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
LOW~36.2 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2022-11-302026-08-13

Latest: 93.0M shares as of Aug 13, 2026 (10-Q).

⊙
EVIDENCE — filed/published fact
SourceSEC XBRL, cover-page share count
Fielddei:EntityCommonStockSharesOutstanding
As of2026-08-13
HowThe newest cover-page count as filed, whatever its age. The float checker applies a 200-day freshness rule and sets this beside the balance-sheet count.
Open the source document →
Share count fell from 6.7M to 2.4M between May 20, 2024 and Aug 9, 2024, a pattern consistent with a reverse split (roughly 1-for-3); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Warrant53.9M$1.095yFV $4.6M
May2026 Warrant Inducement Investor25.6M$0.9——
Investors Warrants16.5Mnot tagged——
December2025 Offering Investors215.7M$0.9——
Prefunded Warrants15.2M$1.0899——
December2025 Offering Investors7.0M$0.0001——
December2025 Placement Offering Agents1.2M$1.3625——
May2026 Loan Agreement Lenders1.1M$0.9——
Placement Agent Warrants894,444$1.3625——
May2026 Warrant Placement Offering Agent894,444$1.125——
December2025 Prior Offering Agents660,550$1.199——
May2026 Warrant Inducement Transaction511,111$1.09——

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 14, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 53.9M underlying shares, as reported Jun 30, 2026 (10-Q).

Reported exercise price: $1.09 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $6.1M as of Sep 30, 2025.

Rough fully diluted estimate: 146.9M = 93.0M O/S + 53.9M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed Aug 14, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding93.0MAug 13, 2026
+ Warrant (if exercised)53.9MJun 30, 2026
+ May2026 Warrant Inducement Investor (if exercised)25.6MJun 30, 2026
+ Investors Warrants (if exercised)16.5MJun 30, 2026
+ December2025 Offering Investors2 (if exercised)15.7MJun 30, 2026
+ Prefunded Warrants (if exercised)15.2MDec 10, 2025
+ December2025 Offering Investors (if exercised)7.0MJun 30, 2026
+ December2025 Placement Offering Agents (if exercised)1.2MJun 30, 2026
+ May2026 Loan Agreement Lenders (if exercised)1.1MJun 30, 2026
+ Placement Agent Warrants (if exercised)894,444Jun 30, 2026
+ May2026 Warrant Placement Offering Agent (if exercised)894,444Jun 30, 2026
+ December2025 Prior Offering Agents (if exercised)660,550Jun 30, 2026
+ May2026 Warrant Inducement Transaction (if exercised)511,111Jun 30, 2026
Fully diluted estimate232.2M+149.7% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $280.2Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3May 29, 2026$27.7M registeredfiling →
S-3Jan 5, 2026$39.1M registeredfiling →
S-3Sep 2, 2025$213.4M registeredfiling →

Last 12 months: 3 executed · 2 registered.

UPDATEAug 14, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEAug 5, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
EFFECTIVEJun 5, 2026SEC declared a registration effective — selling can beginEFFECT →
UPDATEJun 1, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
REGISTEREDMay 29, 2026S-3 registration — capacity to sell shares, not a sale yetS-3 →
UPDATEMay 22, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
EXECUTEDMay 6, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
UPDATEMay 6, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEMay 5, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
EFFECTIVEMar 2, 2026SEC declared a registration effective — selling can beginEFFECT →
EFFECTIVEJan 12, 2026SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDJan 5, 2026S-3 registration — capacity to sell shares, not a sale yetS-3 →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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