[FWP] Citigroup Inc. Free Writing Prospectus

Rhea-AI Filing Summary

IMAC Holdings, Inc. (NASDAQ: BACK) filed a restated Form 10-Q/A for the quarter ended 30 June 2024. The amendment corrects previously issued statements after the Audit Committee determined preferred-dividend accounting was materially misstated. The restatement reallocates US$525k of accrued dividends from current liabilities to additional paid-in capital, but does not change total assets or net loss.

Operating results (continuing operations):

• Revenues: US$15.8k (precision-medicine collaboration fees).
• Gross loss: US$(56.3)k as initial lab start-up expenses exceeded sales.
• Operating loss: US$(1.40)m for the quarter; US$(1.81)m YTD.
• Net loss available to common holders: US$(2.03)m for the quarter; US$(2.52)m YTD, or US$(2.16) per share.

Balance sheet (30 Jun 24, restated):

• Cash rose to US$0.89 m from US$0.22 m at 31 Dec 23, helped by US$1.35 m of preferred-stock proceeds and a US$1.0 m net promissory-note raise.
• Total assets: US$2.22 m, including US$1.01 m of newly acquired lab equipment from Theralink.
• Current liabilities: US$3.99 m, driving a working-capital deficit of roughly US$(3.3) m.
• Stockholders’ deficit widened to US$(1.77) m.

Capital & financing actions: 43.5 k shares of Series C-2/D/E/F preferred stock and 2.8 m warrants issued, raising US$1.35 m; US$1.4 m face value 40 % OID notes issued for US$1.0 m cash. Subsequent to the quarter, the company:

• Raised an additional US$0.6 m (US$0.84 m face) via notes.
• Closed a US$3.74 m PIPE for Series G preferred shares and warrants, using US$2.24 m to retire earlier notes.

Strategic shift: All legacy clinics have been sold or closed; ongoing business is now Ignite Proteomics, a precision-medicine lab leveraging Theralink assets for breast-cancer protein analysis and pharma collaborations.

Risk & controls: Management expresses substantial doubt about going-concern status. Two material weaknesses (inadequate accounting resources and segregation-of-duties) remain unresolved. Multiple CMS audits on discontinued operations could trigger material repayments. A Tampa clinic lease is in default.

Outlook: Management must scale Ignite revenues, secure Medicare reimbursement, remediate control gaps and refinance expensive debt to alleviate liquidity pressure and justify the US$51 m preferred-stock liquidation preference outstanding.

Positive

• Cash position quadrupled to US$0.89 m quarter-over-quarter, reflecting new equity and debt financing.
• Strategic divestiture of loss-making clinics completed, allowing focus on higher-margin precision-medicine segment.
• Acquisition of Theralink assets provides proprietary proteomic capability and potential pharma collaboration revenue.
• Post-quarter PIPE financing of US$3.74 m strengthens liquidity and repaid US$2.24 m of promissory notes.

Negative

• Going-concern doubt due to US$(3.3) m working-capital deficit and sustained operating losses.
• Restatement & material weaknesses highlight inadequate internal controls and accounting resources.
• Minimal revenue (US$15.8k) versus quarterly operating expenses of US$1.35 m indicates long path to break-even.
• Highly dilutive capital structure: US$51 m preferred liquidation preference, 2.9 m warrants outstanding, and expensive 40 % OID debt.
• Outstanding CMS audits could impose >US$4 m in extrapolated repayments, adding contingent liability.
• Default on Tampa lease and other legal contingencies increase risk profile.

Insights

Senior Equity Analyst

TL;DR: Restatement, weak revenue, high-cost debt and going-concern doubt outweigh modest cash uptick—credit profile remains stressed.

The amendment corrects dividend accounting but confirms unchanged losses. Revenue of only US$16k underscores the early stage of the new lab, while quarterly cash burn (US$1.0 m) far exceeds existing liquidity. Financing relied on 40 % OID notes and high-dividend preferred stock, creating a US$51 m liquidation stack senior to common equity. The PIPE improves near-term cash yet is broadly dilutive. Material weaknesses and CMS contingencies add execution risk. Unless Ignite secures Medicare billing and scales volumes quickly, further dilution or a restructuring is plausible.

Healthcare Industry Specialist

TL;DR: Asset pivot to precision-oncology offers upside, but commercialization timeline and reimbursement hurdles are significant.

Theralink’s proteomic platform is scientifically differentiated and could attract pharma collaborations; however, clinical testing revenue will remain de minimis until Medicare and major payors credential the lab—a process that can take 12-18 months. Meanwhile, fixed lab overhead raises cash burn. Management’s compassionate-care program may build clinical evidence but will not generate cash. Successful integration, CLIA compliance, and demonstrated payer savings are prerequisites for broader adoption. In the near term, investors should track test-volume ramp, credentialing milestones and any pharma deal announcements.

Citigroup Global Markets Holdings Inc.

Guaranteed by Citigroup Inc.

2 Year Autocallable Barrier Securities Linked to the Worst of NDX, RTY and SPX

Preliminary Terms

This summary of terms is not complete and should be read with the preliminary pricing supplement below

Issuer:	Citigroup Global Markets Holdings Inc.
Guarantor:	Citigroup Inc.
Underlyings:	The Nasdaq-100 Index® (ticker: “NDX”), the Russell 2000® Index (ticker: “RTY”) and the S&P 500® Index (ticker: “SPX”)
Pricing date:	July 31, 2025
Valuation dates:	August 3, 2026 (the “interim valuation date”) and August 2, 2027 (the “final valuation date”)
Maturity date:	August 5, 2027
Return amount:	$1,000 × the underlying return of the worst performer × the upside participation rate
Upside participation rate:	At least 270.00%*
Final barrier value:	For each underlying, 70.00% of its initial underlying value
Automatic early redemption:	If on the interim valuation date the closing value of the worst performer is greater than or equal to its initial underlying value, the securities will be automatically called for an amount equal to the principal plus the premium
Premium:	12.00% per annum
CUSIP / ISIN:	17333LEY7 / US17333LEY74
Initial underlying value:	For each underlying, its closing value on the pricing date
Final underlying value:	For each underlying, its closing value on the final valuation date
Underlying return:	For each underlying on any valuation date, (i) its current closing value minus initial underlying value, divided by (ii) its initial underlying value
Worst performer:	On any valuation date, the underlying with the lowest underlying return
Payment at maturity (if not autocalled):	•If the final underlying value of the worst performer on the final valuation date is greater than its initial underlying value: $1,000 + the return amount •If the final underlying value of the worst performer on the final valuation date is less than or equal to its initial underlying value but greater than or equal to its final barrier value: $1,000 •If the final underlying value of the worst performer is less than its final barrier value: $1,000 + ($1,000 × the underlying return of the worst performer on the final valuation date) If the securities are not automatically redeemed prior to maturity and the final underlying value of the worst performer on the final valuation date is less than its final barrier value, you will receive significantly less than the stated principal amount of your securities, and possibly nothing, at maturity. All payments on the securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
Stated principal amount:	$1,000 per security
Preliminary pricing supplement:	Preliminary Pricing Supplement dated June 30, 2025

^* The actual upside participation rate will be determined on the pricing date.

^** The hypotheticals assume that the upside participation rate will be set at the lowest value indicated in this offering summary.

Citigroup Global Markets Holdings Inc.

Guaranteed by Citigroup Inc.

Hypothetical Interim Payment per Security

Valuation Date on which the Closing Value of the Worst Performer Equals or Exceeds Initial Underlying Value	Premium	Hypothetical Redemption
August 3, 2026	12.00%	$1,120.00

If the closing value of the worst performer is not greater than or equal to the initial underlying value on the interim valuation date, then the securities will not be automatically redeemed prior to maturity and you will not receive a premium.

Hypothetical Payment at Maturity per Security^**

n The Worst Performer n The Securities

Assumes the securities have not been automatically redeemed prior to maturity.

	Hypothetical Worst Underlying Return on Final Valuation Date	Hypothetical Security Return	Hypothetical Payment at Maturity
	50.00%	135.00%	$2,350.00
C	25.00%	67.50%	$1,675.00
	5.00%	13.50%	$1,135.00
	0.00%	0.00%	$1,000.00
B	-15.00%	0.00%	$1,000.00
	-30.00%	0.00%	$1,000.00
	-30.01%	-30.01%	$699.90
A	-50.00%	-50.00%	$500.00
	-100.00%	-100.00%	$0.00

Citigroup Global Markets Holdings Inc.

Guaranteed by Citigroup Inc.

Additional Information

Citigroup Global Markets Holdings Inc. and Citigroup Inc. have filed registration statements (including the accompanying preliminary pricing supplement, product supplement, underlying supplement, prospectus supplement and prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the accompanying preliminary pricing supplement, product supplement, underlying supplement, prospectus supplement and prospectus in those registration statements (File Nos. 333-270327 and 333-270327-01) and the other documents Citigroup Global Markets Holdings Inc. and Citigroup Inc. have filed with the SEC for more complete information about Citigroup Global Markets Holdings Inc., Citigroup Inc. and this offering. You may obtain these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you can request these documents by calling toll-free 1-800-831-9146.

Filed pursuant to Rule 433

This offering summary does not contain all of the material information an investor should consider before investing in the securities. This offering summary is not for distribution in isolation and must be read together with the accompanying preliminary pricing supplement and the other documents referred to therein, which can be accessed via the link on the first page.

Selected Risk Considerations

•You may lose a significant portion or all of your investment. Unlike conventional debt securities, the securities do not provide for the repayment of the stated principal amount at maturity in all circumstances. If the securities are not automatically redeemed prior to maturity, your payment at maturity will depend on the final underlying value of the worst performer on the final valuation date. If the final underlying value of the worst performer on the final valuation date is less than its final barrier value, you will lose 1% of the stated principal amount of your securities for every 1% by which the worst performer on the final valuation date has declined from its initial underlying value. There is no minimum payment at maturity on the securities, and you may lose up to all of your investment.

•The securities do not pay interest.

•The securities are subject to heightened risk because they have multiple underlyings.

•The return on the securities depends solely on the performance of the worst performer. As a result, the securities are subject to the risks of each of the underlyings and will be negatively affected if any one underlying performs poorly.

•You will be subject to risks relating to the relationship between the underlyings. The less correlated the underlyings, the more likely it is that any one of the underlyings will perform poorly over the term of the securities. All that is necessary for the securities to perform poorly is for one of the underlyings to perform poorly.

•You will not receive dividends or have any other rights with respect to the underlyings.

•The securities may be automatically redeemed prior to maturity.

•The securities are particularly sensitive to the volatility of the closing values of the underlyings on or near the valuation dates.

•The securities are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. If Citigroup Global Markets Holdings Inc. defaults on its obligations under the securities and Citigroup Inc. defaults on its guarantee obligations, you may not receive anything owed to you under the securities.

•The securities will not be listed on any securities exchange and you may not be able to sell them prior to maturity.

•The estimated value of the securities on the pricing date will be less than the issue price. For more information about the estimated value of the securities, see the accompanying preliminary pricing supplement.

•The value of the securities prior to maturity will fluctuate based on many unpredictable factors.

•The Russell 2000^® Index is subject to risks associated with small capitalization stocks.

•The issuer and its affiliates may have conflicts of interest with you.

•The U.S. federal tax consequences of an investment in the securities are unclear.

The above summary of selected risks does not describe all of the risks associated with an investment in the securities. You should read the accompanying preliminary pricing supplement and product supplement for a more complete description of risks relating to the securities.

FAQ

Why did IMAC Holdings (BACK) restate its Q2 2024 financials?

The Audit Committee found errors in accounting for preferred dividends; the restatement reclassified US$525 k but left net loss unchanged.

What is IMAC's cash burn and liquidity position after the quarter?

Net operating cash burn was US$1.0 m in six months; cash stood at US$0.89 m on 30 Jun 24, supplemented by a US$3.74 m PIPE in Nov-24.

How much revenue did the new precision-medicine segment generate?

Continuing operations recorded only US$15,750 in collaboration fees for Q2 2024, reflecting early commercialisation.

What financing steps did IMAC take during and after the quarter?

The company issued Series C-2/D/E/F preferred stock (US$1.35 m), a 40 % OID note (US$1.0 m net), and later raised US$3.74 m via Series G preferred.

What are the key risks highlighted in the 10-Q/A?

Risks include going-concern uncertainty, CMS audit liabilities, material control weaknesses, high-cost debt, and reliance on obtaining Medicare credentialing for Ignite.