Citius Pharmaceuticals Files 8-K: Material Agreement Announced

TL;DR

CTRS filed an 8-K, looks like a big deal is happening. Details to follow.

AI Summary

Citius Pharmaceuticals, Inc. announced on November 15, 2024, that it has entered into a material definitive agreement. The company also reported other events and filed financial statements and exhibits as part of this 8-K filing. Specific details of the agreement and financial information were not provided in the initial filing summary.

Why It Matters

This filing indicates a significant development for Citius Pharmaceuticals, potentially involving new partnerships, acquisitions, or financing that could impact its future operations and stock value.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent significant opportunities or risks depending on the nature of the agreement.

Key Players & Entities

• Citius Pharmaceuticals, Inc. (company) — Registrant
• November 15, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 001-38174 (identifier) — Commission File Number
• 27-3425913 (identifier) — IRS Employer Identification No.
• 11 Commerce Drive, 1st Floor, Cranford, NJ 07016 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common stock, $0.001 par value CTXR The Nasdaq Capital M
• $0.25 — re sold at a combined offering price of $0.25. The Offering closed on November 18, 20
• $50,000 — reed to also reimburse Wainwright up to $50,000 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
• $0.3125 — ants, except that the exercise price is $0.3125 per share. The net proceeds to the Co
• $2.7 m — ny from the Offering were approximately $2.7 million, after deducting placement agent

Filing Documents

• ea0221547-8k_citius.htm (8-K) — 43KB
• ea022154701ex4-1_citius.htm (EX-4.1) — 95KB
• ea022154701ex5-1_citius.htm (EX-5.1) — 10KB
• ea022154701ex10-1_citius.htm (EX-10.1) — 206KB
• ea022154701ex99-1_citius.htm (EX-99.1) — 11KB
• ea022154701ex99-2_citius.htm (EX-99.2) — 10KB
• 0001213900-24-099649.txt ( ) — 639KB
• ctxr-20241115.xsd (EX-101.SCH) — 3KB
• ctxr-20241115_lab.xml (EX-101.LAB) — 33KB
• ctxr-20241115_pre.xml (EX-101.PRE) — 22KB
• ea0221547-8k_citius_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 15, 2024 Citius Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-38174 27-3425913 (Commission File Number) (IRS Employer Identification No.) 11 Commerce Drive , 1st Floor , Cranford , NJ 07016 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code ( 908 ) 967-6677 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, $0.001 par value CTXR The Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement. On November 15, 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 12,000,000 shares of the Company's common stock, par value $0.001 per share (the "Shares") and warrants (the "Warrants") to purchase up to 12,000,000 shares of common stock. The Shares and Warrants were sold at a combined offering price of $0.25. The Offering closed on November 18, 2024. The Warrants have an exercise price equal to $0.25 per share, are exercisable immediately upon issuance 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 up to $50,000 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 its designees, to purchase up to 840,000 shares of the common stock (the "Placement Agent Warrants"). The terms of the Placement Agent Warrants are substantially the same as the terms of the Warrants, except that the exercise price is $0.3125 per share. The net proceeds to the Company from the Offering were approximately $2.7 million, after deducting placement agent fees and other offering expenses payable by the Company. The Company anticipates using the net proceeds from the Offering for general corporate purposes, including pre-clinical and clinical development of its product candidates and working capital and capital expenditures. Pursuant to the Purchase Agreement, the Company agreed for a period of 30 days following the closing of the Offering not to issue, enter into an agreement to issue or announce the issuance or proposed issuance of the shares or any other securities convertible into, or exercisable or exchangeable for, shares of common stock, subject to certain exceptions. The Company has also agreed for a perio

View Full Filing

View this 8-K filing on SEC EDGAR