Citius Pharmaceuticals Files 8-K on Security Holder Rights

TL;DR

CTRS filed an 8-K, looks like changes to security holder rights and other stuff. Keep an eye on details.

AI Summary

Citius Pharmaceuticals, Inc. filed an 8-K on November 25, 2024, reporting material modifications to the rights of security holders and other events. The filing indicates changes related to the company's charter and potentially its financial statements and exhibits. Specific details regarding the nature of these modifications or events are not fully elaborated in the provided text.

Why It Matters

This filing signals potential changes to how Citius Pharmaceuticals' securities are structured or governed, which could impact investor rights and the company's operational framework.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights can introduce uncertainty and potential changes in the company's capital structure or governance.

Key Players & Entities

• Citius Pharmaceuticals, Inc. (company) — Registrant
• Nevada (jurisdiction) — State of Incorporation
• 001-38174 (identifier) — Commission File Number
• 27-3425913 (identifier) — I.R.S. Employer Identification No.
• November 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 Stock Mar
• $1.00 — th the minimum bid price requirement of $1.00 per share of common stock for continued

Filing Documents

• ea0222380-8k_citius.htm (8-K) — 29KB
• ea022238001ex3-1_citius.htm (EX-3.1) — 1KB
• ea022238001ex99-1_citius.htm (EX-99.1) — 13KB
• ex3-1_001.jpg (GRAPHIC) — 827KB
• ex99-1_001.jpg (GRAPHIC) — 16KB
• 0001213900-24-102833.txt ( ) — 1382KB
• ctxr-20241125.xsd (EX-101.SCH) — 3KB
• ctxr-20241125_lab.xml (EX-101.LAB) — 33KB
• ctxr-20241125_pre.xml (EX-101.PRE) — 22KB
• ea0222380-8k_citius_htm.xml (XML) — 4KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.

03. Amendments to Articles of Incorporation

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Citius Pharmaceuticals, Inc. (the "Company") filed a Certificate of Change (the "Certificate of Change") with the Secretary of State of the State of Nevada to (i) effect a 1-for-25 reverse stock split (the "Reverse Stock Split") of the Company's issued and outstanding shares of common stock, par value $0.001 per share (the "Common Stock"), and (ii) decrease the number of total authorized shares of Common Stock from 400,000,000 shares to 16,000,000 shares. The Reverse Stock Split is intended for the Company to regain compliance with the minimum bid price requirement of $1.00 per share of common stock for continued listing on the Nasdaq Capital Market. The Reverse Stock Split became effective at 5:00 p.m., Eastern Time, on November 25, 2024, and the Company's Common Stock began trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market at the opening of the market on November 26, 2024. The trading symbol for the common stock remains "CTXR," and the new CUSIP number of the Company's common stock following the Reverse Stock Split is 17322U306. As a result of the Reverse Stock Split, every twenty-five (25) shares of the Company's pre-Reverse Stock Split Common Stock will be combined into one (1) share of the Company's post-Reverse Stock Split Common Stock, without any change in par value per share. Proportionate voting rights and other rights of holders of Company Common Stock will not be affected by the Reverse Stock Split. No fractional shares will be issued in connection with the Reverse Stock Split, and fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share at the participant level. The Company's transfer agent, VStock Transfer, LLC, is acting as the exchange agent for the Reverse Stock Split. In addition, the Reverse Stock Split will apply to the Company's Common Stock issuable upon the exercise of the Company's

01. Other Events

Item 8.01. Other Events. On November 22, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01. Financial

Item 9.01. Financial (d) Exhibits. Exhibit No. Description 3.1 Certificate of Change filed with the Secretary of State of the State of Nevada on November 22, 2024. 99.1 Press Release, dated November 22, 2024. 104 Cover Page Interactive Data File (embedded within Inline XBRL document). 2

SIGNATURES

SIGNATURES 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: November 26, 2024 By: /s/ Leonard Mazur Name: Leonard Mazur Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR