Citius Pharmaceuticals (CTXR) adds $0.90 share conversion to $3.8M note
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Citius Pharmaceuticals, Inc. entered into a Third Amendment to a promissory note with its majority-owned subsidiary, Citius Oncology, Inc., originally issued on August 16, 2024 in the principal amount of $3,800,111. The amendment ties repayment so that the entire unpaid principal is due 91 days after Citius Oncology’s senior debt is fully repaid and its related loan and security agreement is terminated. It removes prior maturity triggers linked to capital raises, new debt or equity issuances, or royalty-backed monetizations, and bars cash prepayments before the new maturity date. The amendment also adds a voluntary feature allowing the Company, with Citius Oncology’s approval, to convert some or all principal into common stock at a $0.90 per share conversion price.
Positive
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Negative
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8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Promissory note principal: $3,800,111
Conversion price: $0.90 per share
Post-senior-debt maturity lag: 91 days
+1 more
4 metrics
Promissory note principal
$3,800,111
Original principal amount of Citius Oncology note to the Company
Conversion price
$0.90 per share
Price for voluntary conversion of principal into common stock
Post-senior-debt maturity lag
91 days
Principal due 91 days after senior debt repaid and loan terminated
Amendment date
May 4, 2026
Date of Third Amendment to Promissory Note
Key Terms
Material Definitive Agreement, Promissory Note, subordination agreement, conversion price
4 terms
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Promissory Note financial
"which amends the promissory note, dated August 16, 2024, as previously amended"
A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.
subordination agreement financial
"conform the payment and maturity provisions of the Promissory Note to the subordination agreement entered into by Citius Oncology"
conversion price financial
"to convert all or a portion of the outstanding principal into shares of common stock at a conversion price equal to $0.90 per share"
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
FAQ
What agreement did Citius Pharmaceuticals (CTXR) disclose in this 8-K?
Citius Pharmaceuticals disclosed a Third Amendment to a promissory note with its majority-owned subsidiary Citius Oncology, Inc. The amendment modifies repayment timing, removes prior maturity triggers, restricts early cash prepayment, and introduces an equity conversion option at a fixed share price.
What is the principal amount of the Citius Oncology promissory note?
The promissory note issued by Citius Oncology to Citius Pharmaceuticals has an original principal amount of $3,800,111. This amount remains outstanding under the amended terms, which primarily change maturity timing, prepayment rights, and add an option to convert principal into common stock.
How did Citius change the maturity terms of the $3,800,111 promissory note?
The amendment sets the entire unpaid principal as due on a date 91 days after Citius Oncology’s senior debt is fully paid and its related loan and security agreement is terminated. This aligns the note’s maturity with the new debt facility’s repayment schedule and subordination requirements.
Does the amended promissory note allow early cash prepayment?
The Third Amendment prohibits prepayment of the promissory note in cash before the new maturity date. This means the Company cannot receive early cash repayment, and principal will be settled only after the defined post-senior-debt period, unless converted into equity under the new feature.
What conversion feature was added to the Citius Oncology note?
The amendment adds a voluntary conversion feature allowing Citius Pharmaceuticals, with Citius Oncology’s approval, to convert all or part of the outstanding principal into common stock. The conversion price is fixed at $0.90 per share, providing a potential equity settlement alternative.
Which prior maturity triggers were eliminated in the amended note?
The amendment removes earlier provisions that could accelerate maturity based on capital raises, new debt or equity issuances, or royalty-backed monetizations. Under the new structure, those events no longer cause early repayment, with timing instead linked to repayment of Citius Oncology’s senior debt.