Citius Pharmaceuticals Announces the Closing of Registered Direct Offering of $6.0 Million Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

Citius Pharmaceuticals (Nasdaq: CTXR) closed a registered direct offering priced at‑the‑market on Oct 21, 2025, issuing 3,973,510 shares (or pre‑funded warrants) plus accompanying common warrants at a purchase price of $1.51 per share/pre‑funded warrant, for aggregate gross proceeds of approximately $6.0 million.

The common warrants are exercisable immediately at $1.40 per share and expire five years from initial exercise. H.C. Wainwright acted as exclusive placement agent. Net proceeds are intended to support the commercial launch of LYMPHIR, related milestone/regulatory payments, development of product candidates, and general corporate purposes. Securities were offered under shelf registration File No. 333-277319.

Positive

• Gross proceeds of approximately $6.0 million
• Proceeds earmarked to support LYMPHIR commercial launch
• Common warrants exercisable immediately at $1.40

Negative

• Potential dilution from 3,973,510 shares plus matching warrants
• Proceeds stated before placement agent fees and offering expenses

Insights

Capital Markets Strategist

Citius closed a $6.0 million ATM-style registered direct offering to fund LYMPHIR™ launch and development.

The company issued 3,973,510 common shares (or pre-funded warrants) plus common warrants exercisable at 1.40, raising gross proceeds of approximately 6.0 million at a purchase price of 1.51 per share. This structure provides immediate cash while layering potential future dilution through exercisable warrants; placement agent fees and offering expenses reduce net proceeds.

Key dependencies and risks include execution of the planned commercial launch for LYMPHIR™ and disciplined use of proceeds for development and milestones. Monitor near-term cash burn versus net proceeds, warrant exercises (which could supply additional cash but dilute equity), and any material milestone or regulatory payments; relevant timeframes include the five-year warrant term and upcoming quarterly cash disclosures.

CRANFORD, N.J., Oct. 21, 2025 /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 3,973,510 shares of its common stock  (or pre-funded warrants in lieu thereof) and accompanying common warrants to purchase up to an aggregate of 3,973,510 shares of its common stock, at a purchase price of $1.51 per share (or pre-funded warrant in lieu thereof) and accompanying common warrant. The common warrants have an exercise price of $1.40 per share, are exercisable immediately upon issuance, and will expire five years from the initial exercise date. 

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 $6.0 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 securities 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 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 securities being offered 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 securities offered 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.

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 Pharma is a biopharmaceutical company dedicated to the development and commercialization of first-in-class critical care products. In August 2024, the FDA approved LYMPHIR, a targeted immunotherapy for an initial indication in the treatment of cutaneous T-cell lymphoma. Citius Pharma's late-stage pipeline also includes Mino-Lok^®, an antibiotic 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. Citius Pharma owns 79% of Citius Oncology, Inc. 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, and, unless noted otherwise, that apply to Citius Pharma are: our need for substantial additional funds; our ability to raise additional money to fund our operations for at least the next 12 months as a going concern; our ability to commercialize LYMPHIR, including covering the costs of licensing payments, product manufacturing and other third-party goods and services, through our majority-owned subsidiary and any of our other product candidates that may be approved by the FDA; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; Citius Pharma's ability to maintain compliance with Nasdaq's continued listing requirements; risks relating to the results of research and development activities, including those from our existing and any new pipeline assets; risks related to research using our assets but conducted by third parties; the estimated markets for our product candidates and the acceptance thereof by any market; the ability of our product candidates to impact the quality of life of our target patient populations; our dependence on third-party suppliers; our ability to procure cGMP commercial-scale supply; uncertainties relating to preclinical and clinical testing; the early stage of products under development; market and other conditions; risks related to our growth strategy; patent and intellectual property matters; our ability to identify, acquire, close and integrate product candidates and companies successfully and on a timely basis; government regulation; competition; 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, 2024, filed with the SEC on December 27, 2024, as amended on January 27, 2025, 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) raise in the Oct 21, 2025 offering?

Citius raised aggregate gross proceeds of approximately $6.0 million through the registered direct offering.

How many shares and warrants were issued in the CTXR offering?

The offering issued 3,973,510 common shares (or pre‑funded warrants) and accompanying common warrants to purchase up to 3,973,510 shares.

What is the purchase price and warrant terms for CTXR securities sold?

Purchase price was $1.51 per share (or pre‑funded warrant) and warrants have an exercise price of $1.40, exercisable immediately and expiring in five years.

Who acted as placement agent for the CTXR registered direct offering?

H.C. Wainwright & Co. served as the exclusive placement agent.

How will CTXR use the net proceeds from the offering?

The company intends to use net proceeds to support the LYMPHIR commercial launch, milestone and regulatory payments, product development, and general corporate purposes.

Under what registration was the CTXR offering made and where can investors find the prospectus?

The offering was made under shelf registration File No. 333-277319; the prospectus and supplement are available on the SEC website (www.sec.gov).