Citius Pharmaceuticals Files 8-K, Enters Material Agreement

TL;DR

Citius Pharma signed a big deal, filing an 8-K. Details TBD.

AI Summary

On April 25, 2024, Citius Pharmaceuticals, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported other events and filed financial statements and exhibits. This filing follows a period of corporate changes, including previous name changes from Trail One, Inc.

Why It Matters

This filing indicates a significant new agreement for Citius Pharmaceuticals, which could impact its future operations and financial performance. Investors will be looking for more details on the nature and implications of this agreement.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which carries inherent risks and uncertainties until more details are disclosed.

Key Players & Entities

• Citius Pharmaceuticals, Inc. (company) — Registrant
• Trail One, Inc. (company) — Former Company Name
• April 25, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common stock, $0.001 par value CTXR The Nasdaq Capital M
• $0.70 — re sold at a combined offering price of $0.70. The Offering closed on April 30, 2024.
• $0.75 — arrants have an exercise price equal to $0.75 per share, are exercisable six months a
• $100,000 — any agreed to also reimburse Wainwright $100,000 for fees and expenses of legal counsel,
• $35,000 — for fees and expenses of legal counsel, $35,000 for non-accountable expenses and $15,95
• $15,950 — 35,000 for non-accountable expenses and $15,950 for a clearing fee. In addition, the Co
• $0.875 — ants, except that the exercise price is $0.875 per share and the Placement Agent Warra
• $13.8 m — ny from the Offering were approximately $13.8 million, after deducting placement agent

Filing Documents

• ea0204892-8k_citius.htm (8-K) — 37KB
• ea020489201ex4-1_citius.htm (EX-4.1) — 94KB
• ea020489201ex5-1_citius.htm (EX-5.1) — 10KB
• ea020489201ex10-1_citius.htm (EX-10.1) — 210KB
• ea020489201ex99-1_citius.htm (EX-99.1) — 11KB
• ea020489201ex99-2_citius.htm (EX-99.2) — 9KB
• 0001213900-24-037861.txt ( ) — 636KB
• ctxr-20240425.xsd (EX-101.SCH) — 3KB
• ctxr-20240425_lab.xml (EX-101.LAB) — 33KB
• ctxr-20240425_pre.xml (EX-101.PRE) — 22KB
• ea0204892-8k_citius_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On April 25, 2024, 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 21,428,574 shares of the Company's common stock, par value $0.001 per share (the "Shares") and warrants (the "Warrants") to purchase up to 21,428,574 shares of common stock. The Shares and Warrants were sold at a combined offering price of $0.70. The Offering closed on April 30, 2024. The Warrants have an exercise price equal to $0.75 per share, are exercisable six months after the issuance date and will expire five years after the initial exercise date. 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. If there is no effective registration statement for the resale of the shares issuable upon exercise of the Warrants, holders of 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 Warrants. On the expiration date of the Warrants, any Warrants outstanding and unexercised will be automatically exercised via cashless exercise. H.C. Wainwright and Co., LLC ("Wainwright") acted as the Company's exclusive placement agent in connection with the Offering. In connection with the Offering, the Company agreed to pay Wainwright a cash fee of 7.0% of the gross proceeds the Company received in the Offering. The Company agreed to also reimburse Wainwright $100,000 for fees and expenses of legal counsel, $35,000 for non-accountable expenses and $15,950 for a clearing fee. In addition, the Company has agreed to grant placement agent warrants to Wainwright, or

01 Financial Statements and Exhibits

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 Investor Warrant issued on April 30, 2024. 5.1 Opinion of Wyrick Robbins Yates & Ponton LLP. 10.1 Form of Securities Purchase Agreement, dated as of April 25, 2024, 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 26, 2024. 99.2 Press release, dated April 30, 2024. 104 Cover Page Interactive Date File (embedded within the Inline XBRL document). 2 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 30, 2024 /s/ Leonard Mazur Leonard Mazur Chairman and Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR