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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 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.
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.
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). |
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
