CITIUS ONCOLOGY, INC.

There have been no material changes to the Company’s risk factors as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on December 23, 2025, except as set forth below.

Our substantial indebtedness and debt service obligations could adversely affect our financial condition and our ability to fulfill our obligations under the Loan Agreement.

We have incurred significant indebtedness under the Loan Agreement, which features a tiered tranche structure with a floating interest rate subject to a floor of 12.75% per annum. During the interest-only period, we will not reduce the outstanding principal balance of the loan, and upon expiration of such period, we will be required to make amortizing payments of principal and interest. In addition, we are obligated to make a final payment of $1,062,500 at maturity, which creates a balloon-type obligation that we may be unable to satisfy from available cash flows or other sources. There can be no assurance that our business will generate sufficient cash flow from operations or that future borrowings or other sources of capital will be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. If we are unable to generate sufficient cash flow to service our debt and meet our other obligations, we may need to refinance or restructure our debt, sell assets, reduce or delay capital expenditures, or seek additional equity capital, any of which could have a material adverse effect on our business, financial condition, and results of operations.

Additional funding tranches under the Loan Agreement are conditioned upon the achievement of specified milestones, and there can be no assurance that such milestones will be achieved.

The availability of Tranche 2 and Tranche 3 under the Loan Agreement is conditioned upon our achievement of specified net revenue and liquidity milestones. If we fail to achieve the required milestones within the applicable time periods, Tranche 2 and/or Tranche 3 will not become available to us, and we will not have access to the additional committed capital contemplated by the Loan Agreement.

Our failure to access these additional tranches could significantly impair our ability to fund ongoing operations, pursue growth initiatives, or meet our working capital requirements. In such event, we may be required to seek alternative sources of financing, which may not be available on terms acceptable to us, or at all, or we may be required to curtail our operations or delay or abandon planned expenditures. Any of these outcomes could have a material adverse effect on our business, financial condition, results of operations, and prospects.

The Loan Agreement is secured by a lien on substantially all of our assets, including our intellectual property, and the Lenders could foreclose on such assets upon an event of default.

Our obligations under the Loan Agreement are secured by a first-priority lien on substantially all of our assets, including our intellectual property, accounts receivable, inventory, equipment, and general intangibles. If an event of default occurs and is not cured within any applicable cure period, the Lenders would have the right to foreclose on the collateral securing our obligations.

The foreclosure on, or loss of, substantially all of our assets, including our intellectual property, could result in a complete loss of our ability to operate our business and would likely render us unable to continue as a going concern. Our intellectual property, including patents, trademarks, trade secrets, and proprietary technology, constitutes a critical component of our competitive position and revenue-generating capabilities. The loss of such assets to the Lenders in a foreclosure action would have a material adverse effect on our business and could result in a total loss of stockholder value.

The conversion of loan principal into shares of our common stock and the exercise of Lender Warrants could result in significant dilution to our existing stockholders and may adversely affect the market price of our common stock.

Under the terms of the Loan Agreement, the Lenders have the right to convert up to $4.0 million of outstanding principal into shares of our common stock at a $1.08 per share conversion price. In addition, we have issued warrants to the Lenders equal to 10% of the portion of the loans actually funded that are exercisable at $0.90 per share. The conversion of loan principal and/or the exercise of these warrants would result in the issuance of additional shares of our common stock and would dilute the ownership interest of our existing stockholders. Such anticipated dilution could depress the market price of our common stock, even before any actual conversion or exercise occurs. Furthermore, the Lenders may sell any shares acquired upon conversion or exercise into the market, which could create downward pressure on our stock price. Any or all of these factors could materially adversely affect the market price of our common stock and the value of an investment in our securities.