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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.
Insights
Large investor reports a 9.9% non-control stake in Citius.
CVI Investments and its manager Heights Capital Management disclose beneficial ownership of 2,394,725 Citius shares, or 9.9% of the company’s common stock as of December 31, 2025. This combines 799,934 shares with additional shares underlying warrants.
The warrants are structured with 4.99% and 9.99% ownership caps, which limit how many shares can be exercised if doing so would push their beneficial stake above those thresholds. This helps keep reported ownership just under the 10% line that can trigger additional regulatory obligations.
The investors certify the position is not intended to change or influence control of Citius Pharmaceuticals. Future amendments to this Schedule 13G/A would indicate if the percentage holding or intent changes, but such developments would appear only in subsequent regulatory disclosures.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake in Citius Pharmaceuticals (CTXR) do CVI Investments and Heights Capital report?
CVI Investments and Heights Capital report beneficial ownership of 2,394,725 Citius shares, equal to 9.9% of the common stock as of December 31, 2025. This includes existing shares plus shares underlying warrants subject to ownership limits.
How many Citius Pharmaceuticals (CTXR) shares are directly owned versus through warrants?
The filing states the reported position consists of 799,934 common shares plus additional shares issuable upon exercise of warrants. Some warrants are limited by 4.99% and 9.99% ownership caps, which can restrict further exercises based on existing beneficial ownership.
Who are the reporting persons in this Citius Pharmaceuticals (CTXR) Schedule 13G/A?
The reporting persons are CVI Investments, Inc., organized in the Cayman Islands, and Heights Capital Management, Inc., organized in Delaware. Heights Capital serves as investment manager to CVI and may exercise voting and dispositive power over the reported Citius shares.
Does CVI Investments’ 9.9% Citius (CTXR) stake seek to influence control of the company?
The reporting parties certify the securities were not acquired and are not held for the purpose of changing or influencing control of Citius. They also state the holdings are not in connection with any transaction intended to have that control-changing effect.
What ownership limits apply to the Citius (CTXR) warrants held by CVI Investments?
The filing explains that some warrants are not exercisable if total beneficial ownership would exceed 4.99%, and the remainder are not exercisable above 9.99%. These limits cap how many additional Citius shares can be acquired through warrant exercise at any time.
How many Citius Pharmaceuticals (CTXR) shares were outstanding at the time of this filing?
According to Citius’ Form 10-Q referenced in the filing, there were 22,376,427 common shares outstanding as of December 31, 2025. The reported 2,394,725 beneficially owned shares therefore represent 9.9% of that outstanding share count.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Citius Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
17322U306
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
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
2,394,725.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,394,725.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,394,725.00
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 No.
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
2,394,725.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,394,725.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,394,725.00
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 (i) 799,934 Shares, and (ii) 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 Quarterly Report on Form 10-Q, filed on February 13, 2026, indicates there were 22,376,427 Shares outstanding as of December 31, 2025.
(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:
02/10/2026
Heights Capital Management, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary
Date:
02/10/2026
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
