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

Rhea-AI Summary

Citius Pharmaceuticals (Nasdaq: CTXR) closed a registered direct offering priced at-the-market, selling 5,076,143 shares (or pre-funded warrants) at $0.985 per share and issuing unregistered warrants to purchase up to 5,076,143 shares at a $0.86 exercise price.

The aggregate gross proceeds were approximately $5.0 million before placement agent fees and expenses. The company intends to use net proceeds to support the commercial launch of LYMPHIR™, product development and general corporate purposes. H.C. Wainwright acted as exclusive placement agent.

Positive

• Aggregate gross proceeds of approximately $5.0 million
• Proceeds intended to support LYMPHIR commercial launch and development
• Registered direct offering executed under an effective shelf registration

Negative

• Issuance of 5,076,143 shares (or pre-funded warrants) may dilute shareholders
• Unregistered warrants exercisable at $0.86 could increase dilution upon exercise

Argus Apr 27 session

-10.26% close to close Open Argus

Details

News Market Reaction – CTXR

In the Apr 27 session, CTXR declined 10.26%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -10.3% in the session following this news. A negative reaction to this offering wo...

Analysis

The stock dropped -10.3% in the session following this news. A negative reaction to this offering would be consistent with the company’s track record, where five prior equity or warrant financings produced an average -7.06% next‑day move. The transaction adds new shares and long‑dated warrants while raising only $5M, against a backdrop of going‑concern language and ongoing cash needs. Selling pressure could reflect dilution concerns and existing warrant overhang rather than any change in LYMPHIR™ fundamentals.

Key Figures

Shares issued: 5,076,143 shares Purchase price: $0.985 per share Unregistered warrants: 5,076,143 warrants +3 more

Shares issued

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 common stock warrants

Warrant exercise price

$0.86 per share

Exercise price for unregistered common stock warrants

Warrant term

5 years

Expiration after effective registration of underlying shares

Gross proceeds

$5 million

Aggregate gross proceeds before fees and expenses

Previous Offering Reports

5 past events · Latest: Oct 21

Same Type 5 events

1. Oct 21

   Registered direct closing

   24h Move

   -6.5%

   Closed $6M at-the-market registered direct with common stock and warrants.

2. Oct 21

   Registered direct pricing

   24h Move

   -7.2%

   Announced $6M registered direct with shares and common warrants for LYMPHIR funding.

3. Jul 17

   Public offering closing

   24h Move

   -4.1%

   Closed $9M public offering of shares and warrants at $1.32 per share.

4. Jul 16

   Public offering pricing

   24h Move

   -8.6%

   Priced $9M public offering with 6.82M shares and matching-price warrants.

5. Jun 12

   Registered direct closing

   24h Move

   -8.9%

   Closed $6M direct plus extra warrants, proceeds for LYMPHIR and corporate uses.

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

Key Terms

registered direct offering, pre-funded warrants, warrants, exercise price, +2 more

6 terms

registered direct offering financial

"announced the closing of its previously announced 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

"shares of its common stock (or pre-funded warrants in lieu thereof) at a purchase price"

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

"issued unregistered warrants to purchase up to 5,076,143 shares of common stock"

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

"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.

shelf registration statement regulatory

"were offered pursuant to a "shelf" registration statement (File No. 333-277319)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Regulation D regulatory

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

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.

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 the closing of its previously announced registered direct offering priced at-the-market under Nasdaq rules 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 concurrent private placement, the Company issued unregistered warrants to purchase up to 5,076,143 shares of common stock at an exercise price of $0.86 per share that are 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.

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

The aggregate gross proceeds to the Company from the offering were 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 were 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 was 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 was filed with the SEC and is 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 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 were 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 intended use of net proceeds from the offering. Factors that could cause actual results to differ materially from those currently anticipated are: 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

View original content to download multimedia:https://www.prnewswire.com/news-releases/citius-pharmaceuticals-announces-closing-of-registered-direct-offering-of-5-million-priced-at-the-market-under-nasdaq-rules-302753106.html

SOURCE Citius Pharmaceuticals, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Citius closed a registered direct offering selling 5,076,143 shares at $0.985 each. According to the company, aggregate gross proceeds were approximately $5.0 million before placement agent fees and expenses.

How will the net proceeds from the CTXR offering be used by Citius Pharmaceuticals?

Net proceeds will support the commercial launch of LYMPHIR, development initiatives, and general corporate purposes. According to the company, funds target milestone, regulatory and other payments tied to launch activities.

What warrants were issued in the Citius (CTXR) private placement and what are their terms?

Unregistered warrants to buy up to 5,076,143 shares were issued with a $0.86 exercise price and five-year expiry. According to the company, they are exercisable immediately upon issuance.

Who acted as placement agent for Citius Pharmaceuticals' (CTXR) offering and what fees apply?

H.C. Wainwright acted as exclusive placement agent for the offering. According to the company, placement agent fees and other offering expenses are payable by Citius and will reduce net proceeds.

Are the shares and warrants from Citius (CTXR) immediately tradable in the U.S.?

The registered shares (or pre-funded warrants) were offered under an effective shelf registration and are registered; unregistered warrants and underlying shares are restricted. According to the company, unregistered warrants cannot be sold publicly absent registration or an exemption.