Citius Pharmaceuticals Announces a Registered Direct Offering of $5 Million Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

Citius Pharmaceuticals (Nasdaq: CTXR) announced a registered direct offering of 5,076,143 shares (or pre-funded warrants) at $0.985 per share and a concurrent private placement of unregistered warrants to purchase up to 5,076,143 shares at an $0.86 exercise price. Gross proceeds are expected to be approximately $5 million, with closing on or about April 24, 2026. The company intends to use net proceeds to support the commercial launch of LYMPHIR™, development programs, and general corporate purposes.

Positive

• Aggregate gross proceeds of approximately $5.0M
• 5,076,143 shares (or pre-funded warrants) issued at $0.985 per share
• Concurrent unregistered warrants for 5,076,143 shares exercisable immediately

Negative

• Potential dilution from 5,076,143 issued shares plus warrants for same amount
• Warrant exercise price of $0.86 is below the offering price, increasing dilution risk
• Net proceeds reduced by placement agent fees and other offering expenses

News Market Reaction – CTXR

-17.47%

12 alerts

-17.47% Session close to close

-16.6% Trough in 3 min

$20.88M Market Cap

0.1x Rel. Volume

In the Apr 24 session, CTXR declined 17.47%, reflecting a significant negative market reaction. Argus tracked a trough of -16.6% from its starting point during tracking. Our momentum scanner triggered 12 alerts that day, indicating notable trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -17.5% in the session following this news. A negative reaction to this capital rai...

Analysis

The stock dropped -17.5% in the session following this news. A negative reaction to this capital raise would be consistent with CTXR’s prior offering history, where five similar financings produced an average move of about -7.06%. The deal adds 5,076,143 new shares (or pre-funded warrants) plus an equal number of unregistered warrants, reinforcing dilution concerns. With earlier filings highlighting limited cash runway and reliance on equity funding, investors have often treated such financings as necessary but pressuring to the share price.

Key Figures

Gross proceeds: $5 million Shares offered: 5,076,143 shares Purchase price: $0.985 per share +5 more

8 metrics

Gross proceeds $5 million Registered direct offering aggregate gross proceeds before fees

Shares offered 5,076,143 shares Common stock (or pre-funded warrants) in registered direct offering

Purchase price $0.985 per share Registered direct offering price under Nasdaq at-the-market rules

Unregistered warrants 5,076,143 warrants Concurrent private placement of unregistered common stock warrants

Warrant exercise price $0.86 per share Exercise price for unregistered warrants issued in private placement

Warrant term 5 years Unregistered warrants expire five years after registration effective date

Closing date April 24, 2026 Expected closing date of the registered direct offering

Registration file number 333-277319 SEC file number for registration statement used in the offering

Previous Offering Reports

5 past events · Latest: Oct 21 (Negative)

Same Type Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Oct 21	Registered direct closing	Negative	-6.5%	Closed $6.0M registered direct with warrants to fund LYMPHIR and operations.
Oct 21	Registered direct pricing	Negative	-7.2%	Priced $6.0M at-the-market registered direct plus common warrants for funding.
Jul 17	Public offering closing	Negative	-4.1%	Closed $9.0M public stock and warrant offering for LYMPHIR commercialization.
Jul 16	Public offering pricing	Negative	-8.6%	Announced pricing of $9.0M stock and warrant offering to fund operations.
Jun 12	Registered direct closing	Negative	-8.9%	Closed offering raising $6.0M plus added warrant capacity for up to $15.8M.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Prior equity offerings have consistently led to single-day share price declines, with an average move of about -7.06% around such financing announcements.

Recent Company History

Over the past year, Citius has repeatedly used equity offerings to fund the commercialization of LYMPHIR™ and general corporate needs. Deals on June 12, 2025, July 16–17, 2025, and October 21, 2025 raised between $6.0M and $9.0M, typically via common stock plus warrants. Each event produced a negative next-day move between roughly -4% and -9%, underscoring a pattern of dilutive financings drawing cautious market responses.

Key Terms

registered direct offering, pre-funded warrants, warrants, exercise price, +4 more

8 terms

registered direct offering financial

"entered into a definitive agreement for the purchase... in a registered direct offering priced at-the-market"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

pre-funded warrants financial

"5,076,143 shares of its common stock (or pre-funded warrants in lieu thereof)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

warrants financial

"the Company will issue unregistered warrants to purchase up to 5,076,143 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

exercise price financial

"unregistered warrants to purchase up to 5,076,143 shares of common stock at an exercise price of $0.86"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

Section 4(a)(2) regulatory

"offered in a private placement under Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"and/or Regulation D promulgated thereunder and, along with the shares of common stock"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration statement regulatory

"expire five years following the effective date of a registration statement registering the shares"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus supplement regulatory

"The prospectus supplement and the accompanying prospectus relating to the registered direct offering"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CRANFORD, N.J., April 24, 2026 /PRNewswire/ -- Citius Pharmaceuticals Inc. (Nasdaq: CTXR) ("Citius Pharma" or the "Company"), a biopharmaceutical company dedicated to the development and commercialization of first-in-class critical care products, today announced that it has entered into a definitive agreement for the purchase of an aggregate of 5,076,143 shares of its common stock  (or pre-funded warrants in lieu thereof) at a purchase price of $0.985 per share (or pre-funded warrant in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules. In a concurrent private placement, the Company will issue unregistered warrants to purchase up to 5,076,143 shares of common stock at an exercise price of $0.86 per share that will be exercisable immediately upon issuance and will expire five years following the effective date of a registration statement registering the shares issuable upon exercise of the warrants.  The closing of the offering is expected to occur on or about April 24, 2026, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering are expected to be approximately $5 million, before deducting the placement agent fees and other offering expenses payable by the Company.  The Company currently intends to use the net proceeds from the offering to support the commercial launch of LYMPHIR™, including milestone, regulatory and other payments, development initiatives for all of our product candidates, as well as for general corporate purposes.

The common stock (or pre-funded warrants) (but not the unregistered warrants and the shares of common stock underlying the unregistered warrants) described above are being offered pursuant to a "shelf" registration statement (File No. 333-277319) filed with the Securities and Exchange Commission ("SEC") on February 23, 2024 and declared effective on March 1, 2024. The registered direct offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC and be available at the SEC's website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the registered direct offering may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3^rd Floor, New York, NY 10022, by telephone at (212) 856-5711 or e-mail at placements@hcwco.com.

The unregistered warrants described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying such unregistered warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the unregistered warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Citius Pharmaceuticals, Inc.

Citius Pharmaceuticals, Inc. (Nasdaq: CTXR) is a biopharmaceutical company dedicated to the development and commercialization of first-in-class critical care products. Citius Pharma owns approximately 71% of Citius Oncology. In December 2025, Citius Oncology launched LYMPHIR, a targeted immunotherapy for the treatment of adults with relapsed or refractory Stage I–III CTCL who had had at least one prior systemic therapy. Citius Pharma's late-stage pipeline also includes Mino-Lok^®, a catheter lock solution to salvage catheters in patients with catheter-related bloodstream infections, and CITI-002 (Halo-Lido), a topical formulation for the relief of hemorrhoids. A pivotal Phase 3 trial for Mino-Lok and a Phase 2b trial for Halo-Lido were completed in 2023. Mino-Lok met primary and secondary endpoints of its Phase 3 trial. Citius Pharma is actively engaged with the FDA to outline next steps for both programs. For more information, please visit www.citiuspharma.com.

Forward Looking Statements

This press release may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are made based on our expectations and beliefs concerning future events impacting Citius Pharma. You can identify these statements by the fact that they use words such as "will," "anticipate," "estimate," "expect," "plan," "should," and "may" and other words and terms of similar meaning or use of future dates. Forward-looking statements are based on management's current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price, and includes all statements related to the completion of the offering, the satisfaction of customary closing conditions related to the offering, and the intended use of net proceeds from the offering.  Factors that could cause actual results to differ materially from those currently anticipated are: related to the closing of the offering, our need for substantial additional funds and our ability to raise additional money to fund our operations for at least the next 12 months as a going concern; our ability to successfully commercialize LYMPHIR and establish a sustainable revenue stream; the estimated markets for LYMPHIR and our product candidates and the acceptance thereof by any market; our ability to secure strategic partnerships and expand international access to LYMPHIR; our ability to use the latest technology to support our commercialization efforts for LYMPHIR; physician and patient acceptance of LYMPHIR in a competitive treatment landscape; the ability of LYMPHIR and our product candidates to impact the quality of life of our target patient populations; our ability to maintain Nasdaq's continued listing standards; our reliance on third-party logistics providers, distributors, and specialty pharmacies to support commercial operations; our ability to educate providers and payers, secure adequate reimbursement, and maintain uninterrupted product supply; post-marketing requirements and ongoing regulatory compliance related to LYMPHIR; risks relating to the results of research and development activities, including those from any new pipeline assets; our ability to procure cGMP commercial-scale supply; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; market and other conditions; risks related to our growth strategy; patent and intellectual property matters; government regulation; as well as other risks described in our SEC filings. These risks have been and may be further impacted by any future public health risks. Accordingly, these forward-looking statements do not constitute guarantees of future performance, and you are cautioned not to place undue reliance on these forward-looking statements. Risks regarding our business are described in detail in our SEC filings which are available on the SEC's website at www.sec.gov, including in Citius Pharma's Annual Report on Form 10-K for the year ended September 30, 2025, filed with the SEC on December 23, 2025, as amended January 28, 2026, as updated by our subsequent filings with the SEC. These forward-looking statements speak only as of the date hereof, and we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.

Investor Contact 
Ilanit Allen
ir@citiuspharma.com
908-967-6677 x113

Media Contact 
STiR-communications
Greg Salsburg
Greg@STiR-communications.com

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SOURCE Citius Pharmaceuticals, Inc.

FAQ

What did Citius Pharmaceuticals (CTXR) announce on April 24, 2026 regarding a registered direct offering?

The company announced a registered direct offering of 5,076,143 shares (or pre-funded warrants) at $0.985 per share. According to the company, gross proceeds are expected to be approximately $5 million, closing on or about April 24, 2026.

How do the unregistered warrants in the CTXR financing work and when do they expire?

Unregistered warrants cover up to 5,076,143 shares with an exercise price of $0.86, exercisable immediately. According to the company, they expire five years after the effective date of the registration statement covering underlying shares.

What will Citius (CTXR) use the net proceeds from the April 24, 2026 offering for?

The company intends to use net proceeds to support the commercial launch of LYMPHIR™, milestone and regulatory payments, development initiatives, and general corporate purposes. According to the company, proceeds will fund launch and pipeline activities.

Who is acting as placement agent for Citius Pharmaceuticals (CTXR) offering and where is the prospectus filed?

H.C. Wainwright & Co. is the exclusive placement agent for the offering. According to the company, the prospectus supplement and prospectus will be filed with the SEC and available at www.sec.gov.

What is the immediate shareholder impact of the CTXR offering and related warrants?

The offering creates immediate potential dilution from issued shares and warrants covering 5,076,143 shares. According to the company, dilution is also affected by warrant exercise at $0.86 and by placement agent fees and expenses.