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

Rhea-AI Filing Summary

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.

Insights

Capital markets analyst

$6.0M raise via shares and warrants; neutral dilution mechanics.

Citius raised approximately $6.0 million by selling 1,460,000 shares and pre-funded warrants for up to 2,513,510 shares, plus 3,973,510 five-year warrants at $1.40. Net proceeds are about $5.5 million. The structure mixes immediate equity with low-cost pre-funded warrants and longer-dated warrants, typical for small-cap life sciences financing.

Warrants are immediately exercisable and include a Beneficial Ownership Limitation of 4.99% or 9.99%, limiting single-holder ownership concentration. Cashless exercise is permitted if resale registration is unavailable, and remaining warrants auto-cashless exercise at expiry, which could affect share count depending on future prices and holder choices.

A 90-day issuance covenant restricts new securities, with an exception allowing ATM sales after 30 days at $2.15 or higher. Subsequent filings may detail ATM usage and warrant exercises; actual impact depends on market conditions and holder activity.

false 0001506251 0001506251 2025-10-20 2025-10-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 20, 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 1.01. Entry into a Material Definitive Agreement.

On October 20, 2025, Citius Pharmaceuticals, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional investor for the issuance and sale, in a registered direct offering by the Company (the “Offering”), of 1,460,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), and pre-funded warrants to purchase up to 2,513,510 shares of common stock (the “Pre-funded Warrants”) at an offering price of $1.51 and $1.5099, respectively. The Company also issued to the investor warrants to purchase up to 3,973,510 shares of common stock (the “Warrants”). The Offering closed on October 21, 2025.

The Warrants have an exercise price equal to $1.40 per share, are exercisable immediately upon issuance and will expire five years after the initial exercise date. The exercise price and number of shares of common stock issuable upon exercise are subject to appropriate adjustments in the event of stock dividends, stock splits, reorganizations or similar events affecting the common stock and the exercise price. If there is no effective registration statement for the resale of the shares issuable upon exercise of the Warrants, holders of Warrants may elect a “cashless” exercise, whereby they would receive the net number of shares of common stock determined according to a formula set forth in the Warrants. On the expiration date of the Warrants, any Warrants outstanding and unexercised will be automatically exercised via cashless exercise.

The Pre-funded Warrants are exercisable immediately, at an exercise price of $0.0001 per share, and will remain valid and exercisable until all the Pre-funded Warrants are exercised in full.

A holder of a Warrant or a Pre-funded Warrant will not have the right to exercise any portion of its warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or 9.99% at the election of the holder prior to the date of issuance) of the number of shares of common stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that upon 61 days’ prior notice to the Company, the holder may increase or decrease the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership Limitation exceed 9.99%. The exercise price and number of shares of common stock issuable upon exercise are subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the common stock and the exercise price.

H.C. Wainwright and Co., LLC (“Wainwright”) acted as the Company’s exclusive placement agent in connection with the Offering. In connection with the Offering, the Company agreed to pay Wainwright a cash fee of 7.0% of the gross proceeds the Company received in the Offering. The Company agreed to also reimburse Wainwright up to $50,000 for fees and expenses of legal counsel, $35,000 for non-accountable expenses and $15,950 for a clearing fee. In addition, the Company granted placement agent warrants to Wainwright, or its designees, to purchase up to 278,146 shares of the common stock (the “Placement Agent Warrants”). The terms of the Placement Agent Warrants are substantially the same as the terms of the Warrants, except that the exercise price is $1.8875 per share. 

The gross proceeds to the Company from the Offering were approximately $6.0 million. Net proceeds are expected to be approximately $5.5 million, after deducting placement agent fees and other offering expenses payable by the Company. The Company anticipates using the net proceeds to support the commercial launch of LYMPHIR™, including milestone, regulatory and other payments, development initiatives for all of its product candidates and general corporate purposes.

Pursuant to the Purchase Agreement, the Company agreed for a period of 90 days following the closing of the Offering not to issue, enter into an agreement to issue or announce the issuance or proposed issuance of the shares or any other securities convertible into, or exercisable or exchangeable for, shares of common stock, subject to certain exceptions; provided that after 30 days after closing, the Company may issue shares of common stock in an “at the market” offering with the placement agent as sales agent at an offering price equal to or greater than $2.15 per share.

1

The Offering was made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-277319), which was previously declared effective by the Securities and Exchange Commission (the “SEC”) on March 1, 2024, including a prospectus supplement filed with the SEC on October 21, 2025.

The Purchase Agreement contains customary representations and warranties and agreements of the Company and the investor and customary indemnification rights and obligations of the parties. The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

The foregoing descriptions of the Purchase Agreement, the Warrants, the Pre-funded Warrants and the Placement Agent Warrants are qualified in their entirety by reference to the forms of the Purchase Agreement, the Warrants, the Pre-funded Warrants and the Placement Agent Warrants, copies of which are attached hereto as Exhibits 10.1, 4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference. A copy of the opinion of Wyrick Robbins Yates & Ponton LLP relating to the legality of the issuance and sale of the Shares, the Pre-funded Warrants and the Placement Agent Warrants in the Offering is attached as Exhibit 5.1 hereto.

Item. 8.01 Other Events.

On October 21, 2025, the Company issued a press release to announce the entry into the Purchase Agreement. On October 21, 2025, the Company issued a press release to announce the closing of the Offering. The press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

2

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being filed with this Current Report on Form 8-K.

Exhibit		Description
4.1		Form of Warrant issued on October 21, 2025.
4.2		Form of Pre-funded Warrant issued on October 21, 2025.
4.3		Form of Placement Agent Warrant issued on October 21, 2025.
5.1		Opinion of Wyrick Robbins Yates & Ponton LLP.
10.1		Form of Securities Purchase Agreement, dated as of October 20, 2025, by and among Citius Pharmaceuticals, Inc. and the investor signatory thereto.
23.1		Consent of Wyrick Robbins Yates & Ponton LLP (included in Exhibit 5.1).
99.1		Press release, dated October 21, 2025.
99.2		Press release, dated October 21, 2025.
104		Cover Page Interactive Date File (embedded within the Inline XBRL document).

3

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: October 21, 2025		/s/ Leonard Mazur
		Leonard Mazur
		Chairman and Chief Executive Officer

4