[8-K] Citius Pharmaceuticals Inc. Common Reports Material Event

Rhea-AI Filing Summary

Schedule 13D filing overview

On 06/30/2025 Atlantis Holding Corp. and Icon Energy Corp.’s Chairwoman & CEO, Ismini Panagiotidi, disclosed beneficial ownership of 7,685,546 common shares of Icon Energy (“ICON”), representing 77.9 % of the outstanding class.

The position consists of (i) 5,000 common shares held directly and (ii) 7,680,546 shares issuable upon conversion of 17,249 Series A Cumulative Convertible Perpetual Preferred Shares. The Series A shares are convertible, in whole (not in part), between 16 Jul 2025 and 15 Jul 2032 at the lower of US $240 or the 5-day VWAP immediately before notice.

The preferred stock was issued under a 11 Jun 2024 exchange whereby ICON acquired Maui Shipping Co.; a further 2,249 Series A shares were issued in-kind for dividends on 30 Jun 2025. Atlantis is incorporated in the Marshall Islands; Ms. Panagiotidi controls Atlantis and Pavimar Shipping, which manages vessels operated by ICON.

The filing states the stake is held for investment purposes and that there are currently no definitive plans for additional transactions affecting ICON’s capital, governance or operations, though regular discussions with management and directors occur.

Key investor takeaways: (1) ICON is effectively insider-controlled, limiting minority influence; (2) up to 7.68 million new shares could be issued after July 2025, creating potential dilution risk; (3) conversion price linkage to VWAP may mitigate extreme pricing but favors the holder if shares trade below US $240.

Positive

• High insider ownership (77.9 %) aligns management incentives with shareholder value.
• Conversion price capped at US $240 or VWAP, potentially limiting extreme dilution if shares appreciate strongly.

Negative

• Issuance of up to 7.68 million new shares could dilute existing holders by more than 3.5× once conversion occurs.
• Single insider group controls voting power, reducing minority influence and elevating governance risk.

Insights

Equity Analyst

TL;DR – 78 % insider stake signals control; dilution risk starts July 2025.

The 13D confirms near-total control of ICON by Atlantis/CEO Panagiotidi. While alignment of interests can be beneficial, minority investors should price in a controlling shareholder’s ability to pass corporate actions unilaterally. The 17,249 Series A preferred shares convert in whole, not in part, preventing gradual sales but unleashing a 351 % share-count increase once exercised. With conversion tied to VWAP, dilution could be severe if ICON trades well below US $240. Until conversion, preferred dividends may continue to be paid in-kind, compounding overhang. I view the filing as strategically important but not yet value-changing, hence a neutral rating.

Corporate Governance Expert

TL;DR – Single-party control raises governance and minority-rights concerns.

Atlantis and Ms. Panagiotidi now command nearly 78 % voting power, effectively eliminating public float influence. Such concentration increases related-party-transaction risk, especially given Pavimar’s operational ties. The absence of stated plans offers limited comfort; a controlling shareholder can alter bylaws, approve financings or mergers without minority consent. Future conversion of the preferreds will further cement control while diluting outsiders. Minority investors should monitor board independence and disclosure robustness. Overall governance impact: negative.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 7, 2025

Citius Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

001-38174		27-3425913
(Commission File Number)		(IRS Employer Identification No.)

11 Commerce Drive, 1st Floor, Cranford, NJ		07016
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (908) 967-6677

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.001 par value		CTXR		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On July 8, 2025, Citius Pharmaceuticals, Inc. (the “Company”) issued a press release noting that on July 7, 2025, it had received written notice of compliance from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) stating that for 10 consecutive trading days, from June 20, 2025 to July 3, 2025, the closing bid price of the Company’s common stock has been at $1.00 per share or greater, and accordingly, the Company regained compliance with Nasdaq Listing Rule 5550(a)(2). Nasdaq informed the Company in the compliance notice that it now considered this matter closed. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release, dated July 8, 2025.
104		Cover Page Interactive Date File (embedded within the Inline XBRL document).

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CITIUS PHARMACEUTICALS, INC.
Date: July 8, 2025	/s/ Leonard Mazur
	Leonard Mazur
	Chairman and Chief Executive Officer

2

FAQ

How much of ICON common stock does Atlantis Holding Corp. own?

Atlantis and CEO Ismini Panagiotidi beneficially own 7,685,546 shares, or 77.9 % of ICON’s outstanding common stock.

When can the Series A Preferred Shares be converted into ICON common stock?

All Series A shares are convertible in whole between 16 Jul 2025 and 15 Jul 2032.

What is the conversion price for ICON’s Series A Preferred Shares?

Each share converts at the lower of US $240 or the 5-day VWAP prior to conversion notice.

How did Atlantis Holding Corp. acquire its ICON stake?

The shares were received under an Exchange Agreement dated 11 Jun 2024 when ICON acquired Maui Shipping Co. and later via in-kind dividend payment.

Will the conversion of preferred shares dilute existing ICON shareholders?

Yes. Conversion would add up to 7.68 million new shares, materially diluting current holders.

Who is Ismini Panagiotidi in relation to ICON?

She is ICON’s Chairwoman & CEO and controls both Atlantis Holding Corp. and Pavimar Shipping.