Form 4 - Statement of changes in beneficial ownership of securities
15 August 2024 - 12:25AM
Edgar (US Regulatory)
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
| C/O CITIUS ONCOLOGY, INC. |
| 11 COMMERCE DRIVE, 1ST FLOOR |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CITIUS ONCOLOGY, INC.
[ CTOR ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
08/12/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
|
|
|
|
|
|
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65,627,262 |
D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
| Remarks: |
|
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/s/ Lorna A. Knick, by Power of Attorney |
08/14/2024 |
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** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 24.1
POWER OF ATTORNEY
Know all by these presents, that
the undersigned hereby constitutes and appoints each of Jaime Bartushak, Alexander M. Donaldson, and Lorna A. Knick, and each of them
acting alone, signing singly, the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned,
in the undersigned’s capacity as an officer, director and/or 10% or more stockholder of Citius Oncology, Inc. (the “Company”),
Forms ID, 3, 4 and 5, Update Passphrase Acknowledgement (and any amendments thereto) in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the “1934 Act”) and Schedules 13D and/or Schedules 13G (and any amendments thereto) in accordance
with the 1934 Act, and the rules promulgated thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms ID, 3, 4 and 5, Update Passphrase Acknowledgement and Schedules 13D
and/or Schedules 13G (and any amendments thereto) and to file timely such form with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which
in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall
be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to
each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper
to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section
16 of the 1934 Act.
This Power of Attorney shall remain
in full force and effect until the undersigned is no longer required to file Forms ID, 3, 4 and 5 and Schedules 13D and/or Schedules 13G
with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned,
in a signed writing delivered to each of the foregoing attorneys-in-fact.
The undersigned
attests and agrees that the use of an electronic signature in any authentication document that includes the undersigned signatory’s
typed, conformed signature, and that is filed with or furnished to the Commission by or on behalf of the undersigned signatory, the Company
or any of its affiliates, constitutes the legal equivalent of the undersigned signatory’s manual signature for purposes of authenticating
the undersigned signatory’s signature to any filing or submission for which it is provided.
IN WITNESS
WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of August 2024.
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CITIUS PHARMACEUTICALS, INC. |
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|
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By: |
/s/ Leonard L. Mazur |
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Leonard L. Mazur, Chief Executive Officer |
Exhibit 24.1
POWER OF ATTORNEY
Know all by these presents, that
the undersigned hereby constitutes and appoints each of Jaime Bartushak, Alexander M. Donaldson, and Lorna A. Knick, and each of them
acting alone, signing singly, the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned,
in the undersigned’s capacity as an officer, director and/or 10% or more stockholder of Citius Oncology, Inc. (the “Company”),
Forms ID, 3, 4 and 5, Update Passphrase Acknowledgement (and any amendments thereto) in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the “1934 Act”) and Schedules 13D and/or Schedules 13G (and any amendments thereto) in accordance
with the 1934 Act, and the rules promulgated thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms ID, 3, 4 and 5, Update Passphrase Acknowledgement and Schedules 13D
and/or Schedules 13G (and any amendments thereto) and to file timely such form with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which
in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall
be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to
each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper
to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section
16 of the 1934 Act.
This Power of Attorney shall remain
in full force and effect until the undersigned is no longer required to file Forms ID, 3, 4 and 5 and Schedules 13D and/or Schedules 13G
with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned,
in a signed writing delivered to each of the foregoing attorneys-in-fact.
The undersigned
attests and agrees that the use of an electronic signature in any authentication document that includes the undersigned signatory’s
typed, conformed signature, and that is filed with or furnished to the Commission by or on behalf of the undersigned signatory, the Company
or any of its affiliates, constitutes the legal equivalent of the undersigned signatory’s manual signature for purposes of authenticating
the undersigned signatory’s signature to any filing or submission for which it is provided.
IN WITNESS
WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of August 2024.
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CITIUS PHARMACEUTICALS, INC. |
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By: |
/s/ Leonard L. Mazur |
| |
|
Leonard L. Mazur, Chief Executive Officer |
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