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 signals (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
MEDIUMwarrants = 42% 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
HIGH~5.8 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

2022-11-302026-05-14

Latest: 93.0M shares as of May 14, 2026 (10-Q). 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
Warrant38.7M$1.095yFV $4.4M
Investors Warrants16.5Mnot tagged
December2025 Offering Investors216.5M$1.09
Prefunded Warrants15.2M$1.0899
December2025 Offering Investors17.0M$0.0001
July2025 Offering Investors6.8M$1.09
September2025 Offering Investors5.1M$1.09
Placement Agent Warrants1.2M$1.3625
December2025 Placement Offering Agent1.2M$1.3625
December2025 Prior Offering Agent660,550$1.199
July2025 Prior Offering Agent477,273$1.65
September2025 Prior Offering Agent360,000$2.1875

Tranches exactly as the company dimensioned them in its 10-Q filed May 15, 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: 38.7M underlying shares, as reported Mar 31, 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: 131.6M = 93.0M O/S + 38.7M 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 May 15, 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 outstanding93.0MMay 14, 2026
+ Warrant (if exercised)38.7MMar 31, 2026
+ Investors Warrants (if exercised)16.5MDec 10, 2025
+ December2025 Offering Investors2 (if exercised)16.5MMar 31, 2026
+ Prefunded Warrants (if exercised)15.2MDec 10, 2025
+ December2025 Offering Investors1 (if exercised)7.0MMar 31, 2026
+ July2025 Offering Investors (if exercised)6.8MMar 31, 2026
+ September2025 Offering Investors (if exercised)5.1MMar 31, 2026
+ Placement Agent Warrants (if exercised)1.2MDec 10, 2025
+ December2025 Placement Offering Agent (if exercised)1.2MMar 31, 2026
+ December2025 Prior Offering Agent (if exercised)660,550Mar 31, 2026
+ July2025 Prior Offering Agent (if exercised)477,273Mar 31, 2026
+ September2025 Prior Offering Agent (if exercised)360,000Mar 31, 2026
Fully diluted estimate202.7M+118.0% 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: 6 executed · 3 registered.

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
EXECUTEDDec 10, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5

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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