CTTH Files S-1 for RH2 Resale, Seeks $3M to Fund Drug Delivery Tech

TL;DR

**CTTH is a high-risk bet on unproven drug delivery tech, with significant dilution looming as it tries to fund operations and escape a 'going concern' warning.**

AI Summary

CTT Pharmaceutical Holdings, Inc. (CTTH) filed an S-1 on December 30, 2025, to register up to 6,250,000 shares of common stock for resale by RH2 Equity Partners, a selling stockholder. The company specializes in fast-dissolving drug delivery systems, including advanced oral delivery thin dissolvable strips for pharmaceuticals, nutraceuticals, and nicotine. CTTH is a development-stage company with a limited operating history, having generated no revenue in the past two years and incurring losses of ($250,229) in fiscal year 2024 and ($42,215) in 2023. The company has an Equity Line of Credit (ELOC) agreement with RH2 Equity Partners, allowing it to draw up to an additional $3,000,000, which it intends to use for working capital, strategic purposes, and specifically, at least $500,000 for in-house manufacturing equipment. A significant risk highlighted is the potential for substantial shareholder dilution from the ELOC and future equity financings, alongside a 'going concern' qualification from its auditors due to a history of losses and limited operating revenue. The company also faces extensive governmental regulation, particularly from the FDA, which could delay market entry and increase costs, though vitamin strips have fewer regulatory hurdles.

Why It Matters

This S-1 filing is crucial for CTTH as it outlines a path to secure up to $3 million in capital through an Equity Line of Credit (ELOC) with RH2 Equity Partners, which is vital for a development-stage company with a 'going concern' qualification. For investors, the potential for significant dilution from the ELOC and future equity raises is a major concern, especially given the company's history of losses and limited revenue. Employees and customers could benefit from the planned investment of at least $500,000 into in-house manufacturing, which could accelerate product development and market entry for its dissolvable strip technology. In the broader pharmaceutical and nutraceutical market, CTTH's focus on fast-dissolving drug delivery systems positions it in a competitive landscape with established players, making its ability to secure funding and navigate regulatory hurdles critical for its long-term viability.

Risk Assessment

Risk Level: high — CTTH is a development-stage company with a limited operating history and has not generated revenue in the past two years, incurring losses of ($250,229) in 2024 and ($42,215) in 2023. Its auditors have issued a 'going concern' qualification, indicating substantial doubt about its ability to continue operations. The company relies on an Equity Line of Credit (ELOC) for funding, which explicitly states it 'may result in dilution of our existing shareholders' and future equity raises could further dilute ownership.

Analyst Insight

Investors should approach CTTH with extreme caution, recognizing it as a highly speculative investment. Monitor the company's progress in securing and deploying the $3 million ELOC funds, particularly the stated $500,000 for manufacturing equipment, and watch for any signs of revenue generation or successful product commercialization. Be prepared for significant share dilution as the company funds its operations.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

($250,229)

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

0.0%

Key Numbers

• 6,250,000 — Shares of Common Stock (Offered for resale by Selling Stockholder)
• $3.0M — Potential Proceeds (From Equity Line of Credit (ELOC) to the company)
• $0.5M — Planned Equipment Investment (Minimum spend to bring manufacturing in-house)
• ($250,229) — Net Loss (For fiscal year ended December 31, 2024)
• ($42,215) — Net Loss (For fiscal year ended December 31, 2023)
• 58,712,232 — Common Stock Outstanding (Prior to this offering)
• 64,962,232 — Common Stock Outstanding (After this offering, assuming full ELOC utilization)
• $0.0461 — Share Price (Closing price on OTCQB on December 26, 2025)

Key Players & Entities

• CTT PHARMACEUTICAL HOLDINGS, INC. (company) — Registrant in S-1 filing
• CTTH (company) — Ticker symbol on OTCQB
• RH2 Equity Partners (company) — Selling Stockholder and provider of Equity Line of Credit
• Ryan Khouri (person) — Chief Executive Officer of CTT Pharmaceutical Holdings, Inc.
• Frank J. Hariton, Esq. (person) — Legal counsel for CTT Pharmaceutical Holdings, Inc.
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for S-1 filing
• $3,000,000 (dollar_amount) — Maximum proceeds from Equity Line of Credit
• $500,000 (dollar_amount) — Minimum intended spend on manufacturing equipment
• $0.0461 (dollar_amount) — Last reported closing price per share on OTCQB on December 26, 2025
• VStock Transfer, LLC (company) — Transfer agent and registrar for CTTH Common Stock

FAQ

Risk Factors

• Development Stage and Limited Operating History [high — financial]: CTT Pharma is a development stage company with a limited operating history, organized in March 2007. Its future operating results depend on raising adequate working capital, success in developing and marketing its oral delivery system, market demand, expanding product offerings, competition, and retaining key personnel. The company's prospects are considered within the context of a new, highly competitive industry with few barriers to entry.
• Potential Shareholder Dilution from ELOC [high — financial]: The company has access to a $3 million Equity Line of Credit (ELOC) with RH2 Equity Partners. While this capital is intended for development and production, drawing on this ELOC may result in significant dilution of existing shareholders' ownership percentages. Future financing transactions, including equity financing, could also lead to dilution and a decrease in the fair market value of equity securities.
• Extensive Governmental Regulation [medium — regulatory]: The company faces extensive governmental regulation, particularly from the FDA, which could delay market entry and increase costs for pharmaceutical products. While vitamin strips may face fewer regulatory hurdles, the overall regulatory environment poses a significant risk to product development and commercialization timelines and expenses.
• Going Concern Qualification [high — financial]: The company's auditors have issued a 'going concern' qualification due to a history of losses and limited operating revenue. This indicates substantial doubt about the company's ability to continue as a going concern, highlighting significant financial instability and the need for future funding to sustain operations.

Industry Context

CTT Pharma operates in the pharmaceutical and nutraceutical delivery systems market, focusing on innovative dissolvable film technology. This sector is characterized by intense competition from established pharmaceutical companies and emerging biotech firms. Key trends include the demand for patient-friendly drug delivery methods, the growth of the nutraceutical market, and the increasing importance of intellectual property and regulatory compliance.

Regulatory Implications

The company faces significant regulatory hurdles, particularly from the FDA for pharmaceutical applications, which can lead to lengthy approval processes and increased development costs. While nutraceutical and nicotine products may have less stringent regulations, compliance remains a critical factor for market entry and commercial success.

What Investors Should Do

1. Assess Dilution Risk
2. Monitor Regulatory Progress
3. Evaluate Management's Execution Capability
4. Consider 'Going Concern' Status

Key Dates

• 2007-03-08: Company Organization — Marks the establishment of CTT Pharma, indicating its long history as a development-stage entity.
• 2023-12-31: Fiscal Year End — Reported a net loss of ($42,215), reflecting ongoing development stage financial performance.
• 2024-12-31: Fiscal Year End — Reported a net loss of ($250,229), indicating an increase in losses compared to the previous year.
• 2025-12-26: Stock Closing Price — The common stock closed at $0.0461 on the OTCQB, providing a valuation reference point.
• 2025-12-30: S-1 Filing — CTTH filed an S-1 to register 6,250,000 shares for resale by RH2 Equity Partners, signaling a move towards potential liquidity or further financing.

Glossary

S-1 Filing

A registration statement filed with the U.S. Securities and Exchange Commission (SEC) by companies intending to offer securities to the public. It contains detailed information about the company's business, financial condition, and the securities being offered. (This is the primary document providing information about CTTH's offering, business, risks, and financial status.)

Equity Line of Credit (ELOC)

A financing arrangement where a company can draw funds up to a certain limit over a specified period, typically by issuing shares to the investor at a predetermined price or based on market prices. (CTTH has an ELOC with RH2 Equity Partners, providing potential capital but also posing a risk of dilution.)

Development Stage Company

A company that is still in the process of developing a product or service, has not yet generated significant revenue, and often has limited operating history. (CTTH is explicitly identified as a development stage company, highlighting its early-stage risks and lack of established revenue streams.)

Going Concern Qualification

A statement by an independent auditor indicating that there is substantial doubt about a company's ability to continue operating for the next year due to its financial condition. (This qualification from CTTH's auditors underscores significant financial risks and the potential for business failure without further funding.)

Selling Stockholder

An existing shareholder who is offering to sell their shares in a company through a registration statement, as opposed to the company itself selling new shares. (RH2 Equity Partners is the selling stockholder in this S-1 filing, registering shares for resale.)

Year-Over-Year Comparison

This S-1 filing indicates a shift from prior periods by registering shares for resale by a significant stockholder, RH2 Equity Partners, and highlighting the company's reliance on an Equity Line of Credit (ELOC) for future funding. While specific comparative financial data from a prior S-1 is not detailed here, the current filing emphasizes the company's development-stage status, zero revenue in the past two fiscal years (2023 and 2024), and increasing net losses, which were ($42,215) in 2023 and ($250,229) in 2024. A key new risk factor is the potential for substantial shareholder dilution stemming from the ELOC and the ongoing 'going concern' qualification from auditors.

Key Financial Figures

• $0.0001 — 0 shares of our common stock, par value $0.0001 per share (“Common Stock”).
• $3,000,000 — receive proceeds of up to an additional $3,000,000 from the sale of the shares of Common S
• $0.0461 — Stock on OTCQB on December 26, 2025 was $0.0461 per share. Investing in our securities
• $3 million — we may receive gross proceeds of up to $3 million from the sale of our Common Stock to th
• $500,000 — oses. Our priority is to spend at least $500,000 on equipment to bring our manufacturing
• $3 Million — barriers to entry. We have access to $3 Million Dollars of capital through a Equity Lin
• $250,229 — rt of that plan. We incurred a loss of ($250,229) in our fiscal year ended December 31,
• $42,215 — ended December 31, 2024 and a loss of ($42,215) in the year ended December 31, 2023.Al

Filing Documents

• eps12380_ctth.htm (S-1) — 689KB
• ex3-7.htm (EX-3) — 5KB
• ex3-9.htm (EX-3) — 3KB
• ex3-10.htm (EX-3) — 54KB
• ex5-1.htm (EX-5) — 4KB
• ex10-1.htm (EX-10) — 114KB
• ex10-2.htm (EX-10) — 124KB
• ex21-1.htm (EX-21) — 1KB
• ex23-1.htm (EX-23) — 2KB
• ex23-3.htm (EX-23) — 2KB
• ex107.htm (EX-FILING FEES) — 12KB
• image_001.gif (GRAPHIC) — 0KB
• image_003.gif (GRAPHIC) — 0KB
• image_005.gif (GRAPHIC) — 0KB
• 0001171520-25-000373.txt ( ) — 1125KB
• ex107_htm.xml (XML) — 4KB

Risk Factors

Risk Factors 3 Special Note Regarding

Forward-Looking Statements

Forward-Looking Statements 11 Committed Equity Financing 12

Use of Proceeds

Use of Proceeds 15 Market for Common Stock and Dividend Policy 15 Capitalization 16

Security Ownership of

Security Ownership of Certain Beneficial Owners and Management 25

Description of Securities

Description of Securities 26 Selling Stockholder 28 Plan of Distribution 29 Directors, Executive Officers and Corporate Governance 31

Executive Compensation

Executive Compensation 33 Director Compensation 33 Certain Relationships and Related Transactions 33 Legal Matters 33 Experts 33 Where You Can Find More Information 34 ABOUT THIS PROSPECTUS The registration statement on Form S-1 of which this prospectus forms a part and that we have filed with the U.S. Securities and Exchange Commission (the “SEC”), includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the heading “ Where You Can Find More Information .” You should rely only on the information contained in this prospectus and the related exhibits, any prospectus supplement or amendment thereto, or to which we have referred you, before making your investment decision. Neither we, nor the selling stockholder named herein (the “Selling Stockholder”), nor any financial advisor engaged by us or the Selling Stockholder in connection with this offering, have authorized anyone to provide you with additional information or information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus is correct after the date of this prospectus. You should not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto, as well as information we have previously filed with the SEC, is accurate as of any date other than the date on the front cover of the applicable document. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The Selling Stockholder is not offering to sell or seeking offers to

Use of proceeds

Use of proceeds We will not receive any proceeds from the sale by the Selling Stockholder of the shares of Common Stock being offered by this prospectus. However, we may receive gross proceeds of up to $3 million from the sale of our Common Stock to the Selling Stockholder under the ELOC. We intend to use any proceeds from the Selling Stockholder that we receive under the ELOC for working capital, strategic and general corporate purposes. Our priority is to spend at least $500,000 on equipment to bring our manufacturing in house. See “ Use of Proceeds ”.

Risk factors

Risk factors An investment in our securities is highly speculative and involves substantial risk. Please carefully consider the risks described under the heading “ Risk Factors ” on page 24 and other information included and incorporated by reference in this prospectus for a discussion of factors to consider before deciding to invest in the securities offered hereby. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial may also impair our business and operations. Transfer agent and registrar The registrar and transfer agent for our Common Stock is VStock Transfer, LLC, located at 18 Lafayette Place Woodmere, New York 11598. Stock symbol and trading Our Common Stock is listed on the OTCQB under the symbol “CTTH.” 2

RISK FACTORS

RISK FACTORS THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES WE FACE. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN OR THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS COULD BE MATERIALLY ADVERSELY AFFECTED. IN SUCH CASE, WE MAY NOT BE ABLE TO PROCEED WITH OUR PLANNED OPERATIONS AND YOUR INVESTMENT MAY BE LOST ENTIRELY. We are in a Development Stage and may never achieve operational success CTT Pharma is a development stage company focused in developing an oral delivery system for medications on a dissolvable film. CTT Pharma was organized in March 8, 2007. Accordingly, we have a limited operating history. Our business operations must be considered in light of the risks, expenses and difficulties frequently encountered in establishing a new delivery system for Nutraceuticals and Pharmaceuticals. As of the date of this report, we generated revenue from our partnership with Aurora. Our assets are limited to the patents and the public vehicle we operate in. Our future operating results will depend on many factors, including: · our ability to raise adequate working capital; · success of in developing and marketing the oral delivery system; · demand for an oral delivery system; · offer a larger variety of medications utilizing the oral delivery system; · the level of our competition; and · our ability to attract and maintain key management and employees. While our officers and directors have significant experience in the medical field, there can be no assurance that this experience will help us fully implement our business plan. Our prospects for success must be considered in the context of a new company in a highly competitive industry with few barriers to entry. We have access to $3 Million Dollars of capital through a Equity Line of Credit (ELOC) which may result in dilution of our exi

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View this S-1 filing on SEC EDGAR