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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)
October 26, 2026
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 2.02. Results of Operations
and Financial Condition.
On October 26, 2026, our wholly-owned
subsidiary, Citius Oncology, Inc., issued a press release announcing preliminary, unaudited LYMPHIR® (denileukin diftitox-cxdl)
unit sales to U.S. wholesalers and institutional vial orders for the fiscal fourth quarter ended September 30, 2026. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item
2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934
(the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release, dated October 26, 2026. |
| 104 |
|
Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
SIGNATURES
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.
| Date: October 26, 2026 |
CITIUS PHARMACEUTICALS, INC. |
| |
|
|
| |
By: |
/s/ Leonard Mazur |
| |
|
Leonard Mazur |
| |
|
Chairman and Chief Executive Officer |
Exhibit 99.1

Citius Oncology Reports Continued Institutional
Demand and 120% Growth in Shipments of LYMPHIR® Units to U.S. Wholesalers During the Fiscal Fourth Quarter of 2026
CRANFORD, N.J., October 26, 2026 - Citius Oncology, Inc. (“Citius
Oncology” or the “Company”) (Nasdaq: CTOR), an oncology-focused biopharmaceutical company and majority-owned subsidiary
of Citius Pharmaceuticals, Inc. (“Citius Pharma”) (Nasdaq: CTXR), today announced preliminary, unaudited LYMPHIR®
(denileukin diftitox-cxdl) unit sales to U.S. wholesalers and institutional vial orders for the fiscal fourth quarter ended September
30, 2026.
“The fiscal fourth quarter showed continued institutional demand
for LYMPHIR. Unit sales to wholesalers more than doubled as our expanded commercial team reached nationwide coverage in August,”
said Leonard Mazur, Chairman and Chief Executive Officer of Citius Oncology. “We are now more than halfway to our goal of having
LYMPHIR on formulary at 100 priority institutions by calendar year-end. As we enter fiscal 2027, we expect the momentum we built in the
fourth quarter to carry forward, with growing institutional demand, deeper penetration into academic and community treatment centers,
and continued sales growth as LYMPHIR becomes further established in CTCL.”
Preliminary Fiscal Fourth Quarter 2026 Highlights (unaudited)
| ● | 792 units purchased by U.S. wholesalers for the three months ended September 30, 2026, compared to 360 units for the three months
ended June 30, 2026, an increase of 120%; |
| ● | 950 LYMPHIR vials ordered by prescribing centers from wholesalers during the fiscal fourth quarter, compared to 926 for the fiscal
third quarter; and |
| ● | As of the date of this release, 54 institutions have now ordered LYMPHIR, compared to 44 as of August 14, 2026, as last reported. |
The unit information in this release is preliminary and unaudited,
is based on management’s current estimates, and is subject to completion of the Company’s year-end closing procedures and
the audit of its fiscal 2026 financial statements. Actual results may differ, and the Company’s independent registered public accounting
firm has not audited, reviewed or performed any procedures on these preliminary figures. The Company recognizes revenue when wholesaler
orders are fulfilled. Accordingly, the Company’s revenue is based on LYMPHIR units sold to wholesalers, net of estimated gross-to-net
adjustments, rather than on institutional vial orders from wholesalers by institutions. Citius Oncology expects to report complete fiscal
fourth quarter and fiscal year 2026 results in December 2026 with the filing of its Annual Report on Form 10-K.
About LYMPHIR® (denileukin diftitox-cxdl)
LYMPHIR is a targeted immunotherapy for relapsed or refractory cutaneous
T-cell lymphoma (CTCL) indicated for use in Stage I–III disease after at least one prior systemic therapy. It is a recombinant fusion
protein that combines the IL-2 receptor binding domain with diphtheria toxin (DT) fragments. The agent specifically binds to IL-2 receptors
on the cell surface, causing DT fragments that have entered cells to inhibit protein synthesis, resulting in cell death. Denileukin diftitox-cxdl
has demonstrated the ability to deplete immunosuppressive regulatory T lymphocytes (Tregs) and antitumor activity through a direct cytocidal
action on IL-2R-expressing tumors. LYMPHIR was approved by the FDA and subsequently launched in the U.S. in December 2025.
About Citius Oncology, Inc.
Citius Oncology, Inc. (Nasdaq: CTOR) is a platform to develop and commercialize
novel targeted oncology therapies. In December 2025, Citius Oncology launched LYMPHIR, approved by the FDA for the treatment of adults
with relapsed or refractory Stage I–III CTCL after at least one prior systemic therapy. Management estimates the initial CTCL market
for LYMPHIR currently exceeds $400 million, is growing, and is underserved by existing therapies. Robust intellectual property protections
that span orphan drug designation, complex technology, trade secrets, and pending patents for immuno-oncology use as a combination therapy
with checkpoint inhibitors would further support Citius Oncology’s competitive positioning. For more information, please visit www.citiusonc.com.
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 is the majority owner
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 contains “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 Oncology. 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. Factors that could cause actual results to differ materially from those currently
anticipated include: the possibility that the preliminary, unaudited unit information in this press release may differ from our final
results upon completion of year-end closing procedures and the audit of our financial statements; quarterly shipments may fluctuate based
on wholesaler purchasing patterns and inventory levels; we may not achieve our goal of having LYMPHIR on formulary at 100 priority institutions
by calendar year-end; 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;
our ability to regain compliance with Nasdaq’s continued listing standards; the estimated markets for LYMPHIR and our product candidates
and the acceptance thereof by any market; physician and patient acceptance of LYMPHIR in a competitive treatment landscape; our ability
to obtain, perform under, and maintain third-party agreements and relationships, including obtaining a new bulk drug substance supplier;
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; our ability to secure and maintain
strategic partnerships and expand international access to LYMPHIR; risks relating to the results of research and development activities;
our ability to procure cGMP commercial-scale supply; risks related to our growth strategy; patent and intellectual property matters; government
regulation; as well as other risks described in our Securities and Exchange Commission (“SEC”) filings. 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 Oncology’s Annual Report on Form 10-K for the year ended September 30, 2025, filed with
the SEC on December 23, 2025 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 14, 2026.
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, except as required by law.
Contacts
Investor Contact:
Ilanit Allen
ir@citiuspharma.com
908-967-6677 x113
Media Contact:
STiR-communications
Greg Salsburg
greg@stir-communications.com