Welcome to our dedicated page for Citius Pharmaceuticals SEC filings (Ticker: CTXR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Citius Pharmaceuticals filings document a Nasdaq-listed biopharmaceutical issuer with common stock registered on The Nasdaq Capital Market and a majority-owned oncology subsidiary. Recent Form 8-K disclosures cover material definitive agreements, registered direct offerings, pre-funded warrants, common warrants, unregistered equity securities and amendments to a promissory note involving Citius Oncology.
The company’s regulatory filings also record LYMPHIR commercial updates, international shipment disclosures, investigator-initiated oncology study announcements, and other material events incorporated through press-release exhibits. Proxy materials document annual meeting matters, including director elections, auditor ratification and shareholder voting results.
Citius Pharmaceuticals’ major shareholder updates its ownership. CVI Investments, Inc. and its investment manager Heights Capital Management, Inc. report beneficial ownership of 2,394,725 shares of Citius common stock, representing 9.9% of the outstanding shares as of December 31, 2025.
The position includes 799,934 common shares plus additional shares issuable from warrants, which are subject to 4.99% and 9.99% beneficial ownership limits. The reporting parties state the securities are not held for the purpose of changing or influencing control of Citius.
Citius Pharmaceuticals reported its first product revenue after the December 2025 launch of LYMPHIR through majority-owned Citius Oncology, recording $3.9 million in revenue for the fiscal first quarter ended December 31, 2025. Total revenue was $3,944,111, with a net loss attributable to common stockholders of $8,220,785, or $0.38 per share.
Cash and cash equivalents were $7,721,393 as of December 31, 2025, supported by $20,877,925 in net proceeds from common stock offerings during the quarter. Net cash used in operating activities was $13,008,822, and the company also paid $4,400,000 in license fees.
Citius received a Nasdaq notice that its common stock bid price has stayed below the $1.00 minimum for 30 consecutive business days. The company has 180 days, until August 10, 2026, to regain compliance, with the possibility of an additional 180-day period, and is evaluating options including a potential reverse stock split. The notice has no immediate effect on the Nasdaq Capital Market listing.
Citius Pharmaceuticals reported its first commercial revenue from LYMPHIR in the quarter ended December 31, 2025, generating $3.9M of net revenue and about $3.2M of gross profit. Despite this, the company recorded a net loss of $9.4M and used $13.0M of cash in operating activities, leaving cash and cash equivalents of $7.7M.
Management states that existing cash is expected to fund operations only through May 2026 and that there is “substantial doubt” about the ability to continue as a going concern without additional capital. Citius also received a Nasdaq notice in February 2026 for failing to meet the $1.00 minimum bid price requirement. To support liquidity, Citius and majority‑owned Citius Oncology completed multiple equity and pre‑funded warrant offerings during 2025 and the quarter, significantly increasing shares outstanding and creating a large warrant overhang.
Citius Pharmaceuticals filed an amended annual report to update the non‑financial Part III sections for the year ended September 30, 2025. The amendment adds detailed information on directors and executive officers, compensation, equity plans, related‑party transactions and auditor fees, but does not change previously reported financial results.
The filing describes the current board and management team, their roles and committee assignments, and confirms most directors meet Nasdaq independence standards. It outlines executive pay structures, including salaries, target bonuses and stock‑based incentives, and summarizes employment and severance terms for key executives.
The report shows equity compensation activity and that 839,510 shares are subject to outstanding awards, with 118,000 shares remaining available under the 2023 plan. It discloses insider ownership levels, related‑party warrant term extensions involving senior executives, and audit, audit‑related and tax fees paid to the independent auditor, all of which were pre‑approved by the Audit and Risk Committee.
Citius Pharmaceuticals reported that it posted an updated Corporate Presentation on its website and furnished it as Exhibit 99.1 in an Item 7.01 Regulation FD disclosure. The company noted that this information is not deemed “filed” under Section 18 of the Exchange Act and is not incorporated by reference unless specifically referenced in a future filing.
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.
Citius Pharmaceuticals (CTXR) launched a primary offering of 1,460,000 shares of common stock, Pre-funded Warrants to purchase up to 2,513,510 shares, and Common Warrants to purchase up to 3,973,510 shares, plus Placement Agent Warrants to purchase up to 278,146 shares. The filing also registers up to 6,765,166 shares issuable upon exercise of the warrants.
Securities are sold at $1.51 per share and accompanying Common Warrant and $1.5099 per Pre-funded Warrant; Common Warrants have a $1.40 exercise price and five-year term, and Pre-funded Warrants have a $0.0001 exercise price with no expiry until exercised. Gross proceeds are $5,999,748.75, placement fees are $420,000, and proceeds to the company before expenses are $5,579,748.75; estimated net proceeds are about $5.5 million.
Proceeds will support the planned U.S. launch of LYMPHIR, development of Mino-Lok, Halo-Lido and NoveCite, and general corporate purposes. The securities are placed with a single institutional investor on a reasonable best efforts basis, with closing expected on or about October 21, 2025, subject to customary conditions.
Citius Pharmaceuticals (CTXR) director and CEO Leonard L. Mazur reported multiple changes to his holdings on Form 4 dated 08/08/2025. He disposed of 410,214 shares of common stock. Two outstanding warrants were amended: a $28.75 warrant for 125,490 shares had its termination extended from 08/14/2025 to 08/14/2026 (old warrant cancelled and replacement granted), and a $19.25 warrant for 89,388 shares was similarly extended from 09/27/2025 to 09/27/2026. The filing lists multiple outstanding stock options totaling 129,600 shares across various strike prices, all held directly. All share amounts reflect a 1-for-25 reverse split effective 11/22/2024.
Myron Z. Holubiak, Vice Chairman and a director of Citius Pharmaceuticals (CTXR), reported the disposition of 79,690 shares of common stock and amendments to two outstanding warrants on 08/08/2025. The warrant amendments cancelled the prior warrants and granted replacement warrants exercisable into 31,373 and 22,344 shares, each extended by one year.
The filing lists multiple stock options and warrants remaining beneficially owned by the reporting person, including direct options exercisable into a total of 107,667 common shares and warrants covering 53,717 common shares. Certain options are held indirectly by the reporting person’s daughter and are disclaimed. All share amounts reflect the 1-for-25 reverse stock split effective November 22, 2024.
Citius Pharmaceuticals reported that it has issued a press release announcing its results of operations for the third quarter of fiscal 2025. The company states the press release is furnished as Exhibit 99.1 to the Form 8-K and is incorporated by reference into the report. The filing explains that the information in Item 2.02, including Exhibit 99.1, is furnished rather than filed for purposes of the Exchange Act and therefore is not subject to the same liabilities as a filed disclosure.
The Form 8-K lists the furnished exhibit and an interactive cover page document, and it is signed on behalf of the registrant by the chairman and chief executive officer. No financial line items, operating metrics, or forward-looking guidance appear within the 8-K text itself; readers must refer to Exhibit 99.1 for the underlying results.