2. GOING CONCERN UNCERTAINTY AND MANAGEMENT’S PLAN

The accompanying unaudited condensed 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. The Company had a net loss of $41,067,610 for the nine months ended June 30, 2026. The Company has generated limited revenue, which commenced in December 2025, and had historically relied primarily on funding from Citius Pharma to finance its operations. At June 30, 2026, the Company had $16,563,705 in cash and a negative working capital of $16.1 million.

On May 5, 2026, Citius Oncology received net proceeds of approximately $9.7 million from the exercise of certain warrants (See Note 9).

The Company entered into a term loan agreement with two lenders for up to $25.0 million, with $10.0 million funded on May 6, 2026, up to $7.0 million available between October 1 and December 31, 2026, if certain net revenue and liquidity milestones are achieved, and up to $8.0 million available between January 1 and March 31, 2027, if certain additional net revenue milestones are achieved and a loan was drawn between October 1 and December 31, 2026. The loans bear interest at the greater of the prime rate plus 6% or 12.75% and are secured by all of the Company’s assets, subject to agreed exceptions. The loans mature on November 1, 2029 (See Note 8). We expect that we and Citius Pharma will have sufficient funds to continue our operations through November 2026. We will need to raise additional capital to support our operations beyond November 2026, which raises substantial doubt about our ability to continue as a going concern within one year after the date that the accompanying financial statements are issued.

The Company plans to continue to rely partially on funding from Citius Pharma, to raise capital through equity and debt financings, and to generate revenue from sales of LYMPHIR. Both the Company and Citius Pharma are actively engaged in capital raising efforts to extend the cash runway. The Company also has retained Jefferies LLC as its exclusive financial advisor in evaluating strategic alternatives aimed at maximizing shareholder value. There is no assurance, however, that Citius Pharma will have the resources to assist in funding the Company, that the Company will be successful in meeting the net revenue and liquidity milestones required under the loan agreement, or raising the needed capital and, if funding is available, that it will be available on terms acceptable to the Company or that the Company will find strategic partners or generate substantial revenue from the sale of LYMPHIR. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of the above uncertainty.