Citius Pharmaceuticals (NASDAQ: CTXR) closes $5 million stock and warrant financing

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Citius Pharmaceuticals entered into a registered direct offering and concurrent private placement with institutional investors. The company sold 4,730,457 common shares and pre-funded warrants for 345,686 shares at $0.985 and $0.9849, respectively, plus unregistered warrants to purchase up to 5,076,143 shares at $0.86.

Gross proceeds were approximately $5.0 million, with expected net proceeds of about $4.5 million after fees. Citius plans to use the funds to support the commercialization of LYMPHIR™, advance development of its product candidates, and for general corporate purposes.

Insights

Citius raises $5 million via stock and warrant financing to fund LYMPHIR and pipeline work.

Citius Pharmaceuticals completed a registered direct offering of common stock and pre-funded warrants, paired with a private placement of warrants, generating gross proceeds of $5.0 million. Investors bought 4,730,457 shares and pre-funded warrants for 345,686 shares at around $0.985 each.

The deal includes unregistered warrants for up to 5,076,143 shares at an exercise price of $0.86 per share, plus 355,330 placement agent warrants at $1.2313. The warrants are exercisable immediately, with five-year terms tied to an effective resale registration statement.

Net proceeds of roughly $4.5 million are earmarked to support commercialization of LYMPHIR™, fund development initiatives for other product candidates, and for general corporate purposes. A 45‑day covenant limits new equity-linked issuance, while a 4.99%/9.99% Beneficial Ownership Limitation governs warrant exercises.

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

Gross proceeds: $5.0 million Net proceeds: $4.5 million Common shares sold: 4,730,457 shares +5 more

8 metrics

Gross proceeds $5.0 million Aggregate gross proceeds from offering and private placement

Net proceeds $4.5 million Approximate net proceeds after fees and expenses

Common shares sold 4,730,457 shares Shares of common stock issued in registered direct offering

Pre-funded warrants 345,686 shares Shares underlying pre-funded warrants issued in offering

Investor warrants 5,076,143 shares Shares underlying unregistered common warrants at $0.86 exercise price

Offering price $0.985 per share Purchase price for common stock in registered direct offering

Placement agent fee 7.0% of gross proceeds Cash fee payable to H.C. Wainwright & Co.

Placement agent warrants 355,330 shares at $1.2313 Shares underlying placement agent warrants, five-year term

Key Terms

registered direct offering, pre-funded warrants, Beneficial Ownership Limitation, shelf registration statement, +2 more

6 terms

registered direct offering financial

"for the issuance and sale, in a registered direct offering by the Company"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

pre-funded warrants financial

"and pre-funded warrants to purchase up to 345,686 shares of common stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Beneficial Ownership Limitation financial

"would beneficially own in excess of 4.99% (or 9.99% ... ) of the number of shares of common stock outstanding"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

shelf registration statement regulatory

"pursuant to a “shelf” registration statement (File No. 333-277319)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

at-the-market under Nasdaq rules financial

"a registered direct offering priced at-the-market under Nasdaq rules"

Section 4(a)(2) of the Securities Act regulatory

"in reliance on the exemption provided by Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Understanding 8-K Material Events →

04/24/2026 - 05:00 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 23, 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 1.01. Entry into a Material Definitive Agreement.

On April 23, 2026, Citius Pharmaceuticals, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors for the issuance and sale, in a registered direct offering by the Company (the “Offering”), of 4,730,457 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), and pre-funded warrants to purchase up to 345,686 shares of common stock (the “Pre-funded Warrants”) at an offering price of $0.985 and $0.9849, respectively. In a concurrent private placement, the Company also agreed to sell to the institutional investors warrants to purchase up to 5,076,143 shares of common stock (the “Common Warrants”), with an exercise price of $0.86 per share of our common stock, which are exercisable upon immediately and have a term of five years from the effective date of the registration statement providing for the resale of the common shares issuable upon exercise of the Common Warrants. The Common Warrants were sold and issued without registration under the Securities Act of 1933 (the “Securities Act”) in reliance on the exemption provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering, and in reliance on similar exemptions under applicable state laws.

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.

The exercise price and number of shares of common stock issuable upon exercise of the Common Warrants 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. If there is no effective registration statement for the resale of the shares issuable upon exercise of the Common Warrants, holders of Common 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 Common Warrants. On the expiration date of the Common Warrants, any Common Warrants outstanding and unexercised will be automatically exercised via cashless exercise.

A holder of a Pre-funded Warrant or Common 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 and private placement. In connection with the Offering and private placement, the Company agreed to pay Wainwright a cash fee of 7.0% of the gross proceeds the Company received in the Offering and private placement. 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 355,330 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 Common Warrants, except that the exercise price is $1.2313 per share and the expiration date will be five years after the commencement of sales of the Offering and private placement. The Placement Agent Warrants were sold and issued without registration in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act, and in reliance on similar exemptions under applicable state laws.

The gross proceeds to the Company from the Offering and private placement were approximately $5.0 million. Net proceeds are expected to be approximately $4.5 million, after deducting placement agent fees and other offering expenses payable by the Company. The Company anticipates using the net proceeds to support the ongoing commercialization 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 45 days following the closing of the Offering and private placement 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.

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 April 24, 2026.

The Purchase Agreement contains customary representations and warranties and agreements of the Company and the investors 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 Common 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 Common 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 April 24, 2026, the Company issued a press release to announce the entry into the Purchase Agreement. Subsequently, on April 24, 2026, the Company issued a press release announcing the closing of the Offering and private placement. These 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 Common Warrant issued on April 24, 2026.
4.2		Form of Pre-funded Warrant issued on April 24, 2026.
4.3		Form of Placement Agent Warrant issued on April 24, 2026.
5.1		Opinion of Wyrick Robbins Yates & Ponton LLP.
10.1		Form of Securities Purchase Agreement, dated as of April 24, 2026, by and among Citius Pharmaceuticals, Inc. and the investors signatory thereto.
23.1		Consent of Wyrick Robbins Yates & Ponton LLP (included in Exhibit 5.1).
99.1		Press release, dated April 24, 2026.
99.2		Press release, dated April 24, 2026.
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: April 24, 2026	/s/ Leonard Mazur
	Leonard Mazur
	Chairman and Chief Executive Officer

Exhibit 99.1

Citius Pharmaceuticals Announces a Registered Direct Offering of $5 Million Priced At- The-Market Under Nasdaq Rules

Cranford, NJ, April 24, 2026 – Citius Pharmaceuticals Inc. (Nasdaq: CTXR) (“Citius Pharma” or the “Company”), a biopharmaceutical company dedicated to the development and commercialization of first-in-class critical care products, today announced that it has entered into a definitive agreement for the purchase of an aggregate of 5,076,143 shares of its common stock (or pre-funded warrants in lieu thereof) at a purchase price of $0.985 per share (or pre-funded warrant in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules. In a concurrent private placement, the Company will issue unregistered warrants to purchase up to 5,076,143 shares of common stock at an exercise price of $0.86 per share that will be exercisable immediately upon issuance and will expire five years following the effective date of a registration statement registering the shares issuable upon exercise of the warrants. The closing of the offering is expected to occur on or about April 24, 2026, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering are expected to be approximately $5 million, before deducting the placement agent fees and other offering expenses payable by the Company. The Company currently intends to use the net proceeds from the offering to support the commercial launch of LYMPHIR™, including milestone, regulatory and other payments, development initiatives for all of our product candidates, as well as for general corporate purposes.

The common stock (or pre-funded warrants) (but not the unregistered warrants and the shares of common stock underlying the unregistered warrants) described above are being offered pursuant to a “shelf” registration statement (File No. 333-277319) filed with the Securities and Exchange Commission (“SEC”) on February 23, 2024 and declared effective on March 1, 2024. The registered direct offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC and be available at the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the registered direct offering may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3^rd Floor, New York, NY 10022, by telephone at (212) 856-5711 or e-mail at placements@hcwco.com.

The unregistered warrants described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying such unregistered warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the unregistered warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

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 owns approximately 71% 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 may contain “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 Pharma. 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, and includes all statements related to the completion of the offering, the satisfaction of customary closing conditions related to the offering, and the intended use of net proceeds from the offering. Factors that could cause actual results to differ materially from those currently anticipated are: related to the closing of the offering, 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; the estimated markets for LYMPHIR and our product candidates and the acceptance thereof by any market; our ability to secure strategic partnerships and expand international access to LYMPHIR; our ability to use the latest technology to support our commercialization efforts for LYMPHIR; physician and patient acceptance of LYMPHIR in a competitive treatment landscape; the ability of LYMPHIR and our product candidates to impact the quality of life of our target patient populations; our ability to maintain Nasdaq’s continued listing standards; 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; post-marketing requirements and ongoing regulatory compliance related to LYMPHIR; risks relating to the results of research and development activities, including those from any new pipeline assets; our ability to procure cGMP commercial-scale supply; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; market and other conditions; risks related to our growth strategy; patent and intellectual property matters; government regulation; as well as other risks described in our SEC filings. These risks have been and may be further impacted by any future public health risks. 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 Pharma’s Annual Report on Form 10-K for the year ended September 30, 2025, filed with the SEC on December 23, 2025, as amended January 28, 2026, as updated by our subsequent filings with the SEC. 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 to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.

Investor Contact

Ilanit Allen

ir@citiuspharma.com

908-967-6677 x113

Media Contact

STiR-communications

Greg Salsburg

Greg@STiR-communications.com

Exhibit 99.2

Citius Pharmaceuticals Announces Closing of Registered Direct Offering of $5 Million Priced At-The-Market Under Nasdaq Rules

Cranford, NJ, April 24, 2026 – Citius Pharmaceuticals Inc. (Nasdaq: CTXR) (“Citius Pharma” or the “Company”), a biopharmaceutical company dedicated to the development and commercialization of first-in-class critical care products, today announced the closing of its previously announced registered direct offering priced at-the-market under Nasdaq rules for the purchase of an aggregate of 5,076,143 shares of its common stock (or pre-funded warrants in lieu thereof) at a purchase price of $0.985 per share (or pre-funded warrant in lieu thereof). In a concurrent private placement, the Company issued unregistered warrants to purchase up to 5,076,143 shares of common stock at an exercise price of $0.86 per share that are exercisable immediately upon issuance and will expire five years following the effective date of a registration statement registering the shares issuable upon exercise of the warrants.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering were approximately $5 million, before deducting the placement agent fees and other offering expenses payable by the Company. The Company currently intends to use the net proceeds from the offering to support the commercial launch of LYMPHIR™, including milestone, regulatory and other payments, development initiatives for all of our product candidates, as well as for general corporate purposes.

The common stock (or pre-funded warrants) (but not the unregistered warrants and the shares of common stock underlying the unregistered warrants) described above were offered pursuant to a “shelf” registration statement (File No. 333-277319) filed with the Securities and Exchange Commission (“SEC”) on February 23, 2024 and declared effective on March 1, 2024. The registered direct offering was made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The prospectus supplement and the accompanying prospectus relating to the registered direct offering was filed with the SEC and is available at the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the registered direct offering may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3^rd Floor, New York, NY 10022, by telephone at (212) 856-5711 or e-mail at placements@hcwco.com.

The unregistered warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying such unregistered warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the unregistered warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

About Citius Pharmaceuticals, Inc.

Forward Looking Statements

This press release may contain “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 Pharma. 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, and includes all statements related to the intended use of net proceeds from the offering. Factors that could cause actual results to differ materially from those currently anticipated are: 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; the estimated markets for LYMPHIR and our product candidates and the acceptance thereof by any market; our ability to secure strategic partnerships and expand international access to LYMPHIR; our ability to use the latest technology to support our commercialization efforts for LYMPHIR; physician and patient acceptance of LYMPHIR in a competitive treatment landscape; the ability of LYMPHIR and our product candidates to impact the quality of life of our target patient populations; our ability to maintain Nasdaq’s continued listing standards; 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; post-marketing requirements and ongoing regulatory compliance related to LYMPHIR; risks relating to the results of research and development activities, including those from any new pipeline assets; our ability to procure cGMP commercial-scale supply; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; market and other conditions; risks related to our growth strategy; patent and intellectual property matters; government regulation; as well as other risks described in our SEC filings. These risks have been and may be further impacted by any future public health risks. 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 Pharma’s Annual Report on Form 10-K for the year ended September 30, 2025, filed with the SEC on December 23, 2025, as amended January 28, 2026, as updated by our subsequent filings with the SEC. 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 to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.

Investor Contact

Ilanit Allen

ir@citiuspharma.com

908-967-6677 x113

Media Contact

STiR-communications

Greg Salsburg

Greg@STiR-communications.com

Source: View Original Filing on SEC EDGAR

FAQ

What did Citius Pharmaceuticals (CTXR) announce in this 8-K filing?

Citius Pharmaceuticals announced a registered direct offering and concurrent private placement raising about $5.0 million. The transaction combines common stock, pre-funded warrants, and unregistered warrants to help fund LYMPHIR™ commercialization, pipeline development initiatives, and general corporate purposes, as described in the filing and related press releases.

How many Citius Pharmaceuticals (CTXR) shares were sold and at what price?

Citius sold 4,730,457 shares of common stock and pre-funded warrants for 345,686 shares. The common shares were priced at $0.985 each and the pre-funded warrants at $0.9849, forming part of a registered direct offering with total aggregate gross proceeds of approximately $5.0 million.

What warrants were issued in Citius Pharmaceuticals (CTXR) financing?

Citius issued pre-funded warrants for 345,686 shares and unregistered common warrants for up to 5,076,143 shares at a $0.86 exercise price. Placement agent warrants for 355,330 shares at $1.2313 were also granted, all exercisable immediately with five-year terms linked to registration statement effectiveness.

How much capital will Citius Pharmaceuticals (CTXR) receive and how will it be used?

The company expects net proceeds of approximately $4.5 million from about $5.0 million in gross proceeds. It intends to use the funds to support the commercialization of LYMPHIR™, make milestone and regulatory payments, advance development of its product candidates, and for general corporate purposes.

What is the Beneficial Ownership Limitation in Citius Pharmaceuticals (CTXR) warrants?

Both the pre-funded and common warrants include a Beneficial Ownership Limitation, generally capping a holder’s ownership at 4.99% or, at the holder’s election, 9.99%. Holders can adjust this limit with 61 days’ prior notice, but it cannot exceed 9.99% of outstanding common stock.

Which registration statement did Citius Pharmaceuticals (CTXR) use for this offering?

The registered direct component used Citius’ existing shelf registration statement on Form S-3, File No. 333-277319. That shelf was filed on February 23, 2024 and declared effective on March 1, 2024, with a prospectus supplement filed to cover this specific offering.

Filing Exhibits & Attachments

10 documents

Press Releases

Agreements & Contracts

EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT, DATED AS OF APRIL 24, 2026, BY AND AMONG 228.1 KB

Citius Pharmaceuticals (NASDAQ: CTXR) closes $5 million stock and warrant financing

Rhea-AI Filing Summary

Positive

Negative