Citius Pharmaceuticals Inc SEC Filings

Citius Pharmaceuticals (CTXR) completed a registered direct offering with an institutional investor, issuing 1,460,000 common shares at $1.51 and pre-funded warrants for up to 2,513,510 shares at $1.5099. The company also issued investor warrants to purchase up to 3,973,510 shares at an exercise price of $1.40, exercisable immediately for five years.

Gross proceeds were approximately $6.0 million, with expected net proceeds of about $5.5 million after fees. Citius plans to use the funds to support the commercial launch of LYMPHIR™, milestone and regulatory payments, development initiatives across its pipeline, and general corporate purposes. H.C. Wainwright acted as placement agent, earning a 7.0% cash fee plus expenses and received placement agent warrants for up to 278,146 shares at a $1.8875 exercise price.

The warrants include a 4.99% (or 9.99% if elected) Beneficial Ownership Limitation and allow cashless exercise if no effective resale registration is available. For 90 days after closing, Citius agreed not to issue additional equity, with an exception permitting “at the market” sales after 30 days at $2.15 or higher.

Citius Pharmaceuticals (CTXR) launched a primary offering of 1,460,000 shares of common stock, Pre-funded Warrants to purchase up to 2,513,510 shares, and Common Warrants to purchase up to 3,973,510 shares, plus Placement Agent Warrants to purchase up to 278,146 shares. The filing also registers up to 6,765,166 shares issuable upon exercise of the warrants.

Securities are sold at $1.51 per share and accompanying Common Warrant and $1.5099 per Pre-funded Warrant; Common Warrants have a $1.40 exercise price and five-year term, and Pre-funded Warrants have a $0.0001 exercise price with no expiry until exercised. Gross proceeds are $5,999,748.75, placement fees are $420,000, and proceeds to the company before expenses are $5,579,748.75; estimated net proceeds are about $5.5 million.

Proceeds will support the planned U.S. launch of LYMPHIR, development of Mino-Lok, Halo-Lido and NoveCite, and general corporate purposes. The securities are placed with a single institutional investor on a reasonable best efforts basis, with closing expected on or about October 21, 2025, subject to customary conditions.

Citius Pharmaceuticals (CTXR) director and CEO Leonard L. Mazur reported multiple changes to his holdings on Form 4 dated 08/08/2025. He disposed of 410,214 shares of common stock. Two outstanding warrants were amended: a $28.75 warrant for 125,490 shares had its termination extended from 08/14/2025 to 08/14/2026 (old warrant cancelled and replacement granted), and a $19.25 warrant for 89,388 shares was similarly extended from 09/27/2025 to 09/27/2026. The filing lists multiple outstanding stock options totaling 129,600 shares across various strike prices, all held directly. All share amounts reflect a 1-for-25 reverse split effective 11/22/2024.

Myron Z. Holubiak, Vice Chairman and a director of Citius Pharmaceuticals (CTXR), reported the disposition of 79,690 shares of common stock and amendments to two outstanding warrants on 08/08/2025. The warrant amendments cancelled the prior warrants and granted replacement warrants exercisable into 31,373 and 22,344 shares, each extended by one year.

The filing lists multiple stock options and warrants remaining beneficially owned by the reporting person, including direct options exercisable into a total of 107,667 common shares and warrants covering 53,717 common shares. Certain options are held indirectly by the reporting person’s daughter and are disclaimed. All share amounts reflect the 1-for-25 reverse stock split effective November 22, 2024.

Citius Pharmaceuticals reported that it has issued a press release announcing its results of operations for the third quarter of fiscal 2025. The company states the press release is furnished as Exhibit 99.1 to the Form 8-K and is incorporated by reference into the report. The filing explains that the information in Item 2.02, including Exhibit 99.1, is furnished rather than filed for purposes of the Exchange Act and therefore is not subject to the same liabilities as a filed disclosure.

The Form 8-K lists the furnished exhibit and an interactive cover page document, and it is signed on behalf of the registrant by the chairman and chief executive officer. No financial line items, operating metrics, or forward-looking guidance appear within the 8-K text itself; readers must refer to Exhibit 99.1 for the underlying results.

Citius Pharmaceuticals reported no revenues for the periods presented while preparing for the commercial launch of LYMPHIR, an FDA-approved immunotherapy the company expects to launch in the fourth quarter of 2025. The company had $6.09 million in cash and cash equivalents and $17.21 million of inventory (finished goods and work‑in‑process) at June 30, 2025, and total assets of $127.68 million. For the nine months ended June 30, 2025 the company recorded a net loss of $30.99 million and used $14.67 million of cash in operating activities. Net loss per share for the nine months was $3.27 on a weighted average of 9.02 million shares.

Liquidity remains a material issue: working capital was negative roughly $27.2 million at June 30, 2025 and management states available cash is expected to fund operations only through September 2025, creating substantial doubt about the company’s ability to continue as a going concern. Significant near‑term obligations include a $28.4 million license payable and an outstanding Milestone balance to Dr. Reddy’s of $22.5 million (partially deferred by agreement). The company raised net financing proceeds of approximately $16.5 million during the period, entered distribution arrangements to support LYMPHIR commercialization, and subsequently regained Nasdaq compliance.