Shareholders keep Citius (NASDAQ: CTXR) board and approve Wolf as auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Citius Pharmaceuticals, Inc. reported results from its 2026 Annual Meeting of stockholders. Shareholders elected seven directors, including Leonard Mazur and Myron Holubiak, to one-year terms ending at the 2027 annual meeting or until successors are elected and qualified.

Stockholders also ratified Wolf & Company, P.C. as the independent registered public accounting firm for the fiscal year ending September 30, 2026, with 8,593,946 shares voting for, 855,866 against and 673,867 abstaining, and no broker non-votes reported on this item.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Leonard Mazur: 2,391,069 shares for Votes withheld for Leonard Mazur: 1,071,618 shares withheld Broker non-votes on director items: 6,660,992 broker non-votes +3 more

6 metrics

Votes for Leonard Mazur 2,391,069 shares for Director election at 2026 Annual Meeting

Votes withheld for Leonard Mazur 1,071,618 shares withheld Director election at 2026 Annual Meeting

Broker non-votes on director items 6,660,992 broker non-votes Each director election proposal

Votes for auditor ratification 8,593,946 shares for Ratification of Wolf & Company, P.C.

Votes against auditor ratification 855,866 shares against Ratification of Wolf & Company, P.C.

Abstentions on auditor ratification 673,867 shares abstaining Ratification of Wolf & Company, P.C.

Key Terms

Annual Meeting of stockholders, broker non-votes, independent registered public accounting firm, fiscal year ending September 30, 2026

4 terms

Annual Meeting of stockholders financial

"held our 2026 annual meeting of stockholders (the “Annual Meeting”)"

broker non-votes financial

"Broker Non-Votes | ... | 6,660,992"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the selection of Wolf & Company, P.C. as our independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

fiscal year ending September 30, 2026 financial

"for the fiscal year ending September 30, 2026"

Understanding 8-K Material Events →

04/06/2026 - 04:15 PM

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) April 6, 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 5.07.

Submission of Matters to a Vote of Security Holders.

On April 6, 2026, Citius Pharmaceuticals, Inc. (the “Company”, “we”, “us” or “our”) held our 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, our stockholders elected the following seven members to our Board of Directors for a one-year term expiring at the annual meeting of stockholders to be held in 2027 or until their successors are duly elected and qualified, based on the following votes:

Nominee	For		Withheld		Broker Non-Votes

Leonard Mazur		2,391,069		1,071,618		6,660,992

Myron Holubiak		2,390,702		1,071,985		6,660,992

Suren Dutia		2,311,462		1,151,225		6,660,992

Dr. Eugene Holuka		2,391,419		1,071,268		6,660,992

Dennis M. McGrath		2,449,029		1,013,658		6,660,992

Robert Smith		2,485,904		976,783		6,660,992

Carol Webb		2,422,082		1,040,605		6,660,992

Next, our stockholders ratified the selection of Wolf & Company, P.C. as our independent registered public accounting firm for the fiscal year ending September 30, 2026. The vote for such ratification was 8,593,946 shares for, 855,866 shares against, 673,867 shares abstaining, and no broker non-votes.

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.

		CITIUS PHARMACEUTICALS, INC.

Date:	April 6, 2026	/s/ Leonard Mazur
		Leonard Mazur
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Citius Pharmaceuticals (CTXR) shareholders decide at the 2026 Annual Meeting?

Shareholders elected seven directors to the board for one-year terms and ratified Wolf & Company, P.C. as the independent registered public accounting firm for the fiscal year ending September 30, 2026, confirming the company’s proposed slate and auditor.

Which directors were elected to the Citius Pharmaceuticals (CTXR) board in 2026?

Shareholders elected Leonard Mazur, Myron Holubiak, Suren Dutia, Dr. Eugene Holuka, Dennis M. McGrath, Robert Smith and Carol Webb to the board, each for a one-year term expiring at the 2027 annual meeting or until a successor is duly elected and qualified.

How did Citius Pharmaceuticals (CTXR) shareholders vote on the 2026 auditor ratification?

Stockholders ratified Wolf & Company, P.C. as independent registered public accounting firm for the fiscal year ending September 30, 2026, with 8,593,946 shares voting for, 855,866 shares against, 673,867 shares abstaining, and no broker non-votes reported on this proposal.

Who is the independent registered public accounting firm for Citius Pharmaceuticals (CTXR) in fiscal 2026?

Wolf & Company, P.C. serves as the independent registered public accounting firm for the fiscal year ending September 30, 2026, after shareholders ratified its selection at the 2026 Annual Meeting by a wide margin of votes cast in favor of the proposal.

What were the vote totals for Citius Pharmaceuticals (CTXR) director Leonard Mazur?

For director nominee Leonard Mazur, shareholders cast 2,391,069 shares for his election, 1,071,618 shares withheld, and 6,660,992 broker non-votes, resulting in his election to the board for a one-year term ending at the 2027 annual meeting.

Filing Exhibits & Attachments

3 documents