Citius Pharmaceuticals (CTXR) holders report 3.0M-share, 9.9% beneficial stake

Rhea-AI Filing Summary

CVI Investments, Inc. and Heights Capital Management, Inc. report beneficial ownership of 3,008,529 Citius Pharmaceuticals common shares, representing 9.9% of the class. The position consists entirely of shares issuable upon exercise of warrants, which are subject to 4.99% and 9.99% beneficial ownership limits that restrict exercisability. Heights Capital Management, Inc., as investment manager to CVI Investments, Inc., may exercise shared voting and dispositive power over these shares and may be deemed a beneficial owner, while both reporting persons disclaim beneficial ownership beyond their pecuniary interest. Citius had 27,106,884 shares outstanding (excluding warrant shares) as referenced in a Form S-3 registration statement.

Key Figures

Beneficially owned shares: 3,008,529 shares Percent of class: 9.9% Shares outstanding: 27,106,884 shares +2 more

5 metrics

Beneficially owned shares 3,008,529 shares Shares issuable upon exercise of warrants reported by each Reporting Person

Percent of class 9.9% Beneficial ownership percentage of Citius common stock

Shares outstanding 27,106,884 shares Citius common shares outstanding prior to S-3 offering, excluding warrant shares

Ownership cap (first tranche) 4.99% Warrants not exercisable above this beneficial ownership threshold

Ownership cap (second tranche) 9.99% Remaining warrants not exercisable above this beneficial ownership level

Key Terms

beneficial owner, Section 13(d) of the Exchange Act, warrants, Registration Statement on Form S-3, +1 more

5 terms

beneficial owner financial

"may be deemed to be the beneficial owner of all Shares owned"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Section 13(d) of the Exchange Act regulatory

"aggregated with such Reporting Person for purposes of Section 13(d) of the Exchange Act"

warrants financial

"Shares reported as beneficially owned consists of Shares issuable upon the exercise of warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Registration Statement on Form S-3 regulatory

"The Company's Registration Statement on Form S-3, filed on May 22, 2026, indicates"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Limited Power of Attorney legal

"authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney"

FAQ

What ownership stake in Citius Pharmaceuticals (CTXR) do CVI Investments and Heights Capital report?

They report beneficial ownership of 3,008,529 shares of Citius Pharmaceuticals common stock, representing 9.9% of the outstanding class. All shares are issuable upon exercise of warrants rather than currently outstanding common stock.

How are CVI Investments and Heights Capital related in the CTXR Schedule 13G/A?

Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and may exercise shared voting and dispositive power over the reported shares. Both entities may be deemed beneficial owners but disclaim ownership beyond their pecuniary interests.

What limits apply to the CTXR warrants held by the reporting persons?

The warrants are not exercisable if exercise would push total beneficial ownership above 4.99% or 9.99%, depending on the warrant tranche. These ownership caps restrict how many underlying shares can be acquired at any time.

Are the reported CTXR shares currently outstanding or issuable upon exercise?

The 3,008,529 shares reported are issuable upon exercise of warrants, not currently outstanding common stock. A referenced Form S-3 notes 27,106,884 shares outstanding before including any warrant shares.

What voting and dispositive powers do the CTXR reporting persons have over the shares?

Each reporting person shows 0 sole voting and dispositive power and 3,008,529 shares of shared voting and dispositive power. Heights Capital, as investment manager to CVI Investments, may exercise these shared powers over the position.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 02:43 PM Accepted by SEC EDGAR 08/14/2026 - 02:42 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Citius Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

17322U306

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 17322U306

1

Names of Reporting Persons

CVI Investments, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,008,529.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,008,529.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,008,529.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.

SCHEDULE 13G

CUSIP Number(s): 17322U306

1

Names of Reporting Persons

Heights Capital Management, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,008,529.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,008,529.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,008,529.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Citius Pharmaceuticals, Inc.
(b)	Address of issuer's principal executive offices: 11 Commerce Drive, 1st Floor, Cranford, NJ 07016
Item 2.
(a)	Name of person filing: This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the shares of common stock of Citius Pharmaceuticals, Inc. (the "Company"), $0.001 par value per share (the "Shares"). (i) CVI Investments, Inc. (ii) Heights Capital Management, Inc.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of CVI Investments, Inc. is: P.O. Box 309GT Ugland House South Church Street George Town Grand Cayman KY1-1104 Cayman Islands The address of the principal business office of Heights Capital Management, Inc. is: 101 California Street, Suite 3250 San Francisco, California 94111
(c)	Citizenship: Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)	Title of class of securities: Common Stock, $0.001 par value per share
(e)	CUSIP No.: 17322U306
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The number of Shares reported as beneficially owned consists of Shares issuable upon the exercise of warrants to purchase Shares (the "Warrants"). A portion of the Warrants are not exercisable to the extent that the total number of Shares then beneficially owned by a Reporting Person and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with such Reporting Person for purposes of Section 13(d) of the Exchange Act, would exceed 4.99%, and the remainder of the Warrants are not exercisable to the extent that the total number of Shares then beneficially owned by a Reporting Person and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with such Reporting Person for purposes of Section 13(d) of the Exchange Act, would exceed 9.99%. The Company's Registration Statement on Form S-3, filed on May 22, 2026, indicates there were 27,106,884 Shares outstanding (excluding Shares underlying the Warrants) prior to the offering of Shares described therein.
(b)	Percent of class: 9.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
	(ii) Shared power to vote or to direct the vote: The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
	(iii) Sole power to dispose or to direct the disposition of: The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CVI Investments, Inc.

Signature:	/s/ Sarah Travis
Name/Title:	Sarah Travis, Assistant General Counsel and Assistant Secretary of Heights Capital Management, Inc.
Date:	08/14/2026

Heights Capital Management, Inc.

Signature:	/s/ Sarah Travis
Name/Title:	Sarah Travis, Assistant General Counsel and Assistant Secretary
Date:	08/14/2026

Comments accompanying signature: Heights Capital Management, Inc. serves as authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney, a copy of which was previously filed.

Exhibit Information

EXHIBIT INDEX EXHIBIT DESCRIPTION 24 Limited Power of Attorney* 99 Joint Filing Agreement* * Previously filed