Citius Pharmaceuticals Files 8-K

TL;DR

CTRS filed an 8-K on Jan 7, 2025, reporting a material definitive agreement and other events.

AI Summary

On January 7, 2025, Citius Pharmaceuticals, Inc. entered into a material definitive agreement. The company also reported other events and filed financial statements and exhibits. The exact nature of the agreement and the financial details were not specified in the provided text.

Why It Matters

This filing indicates a significant event for Citius Pharmaceuticals, potentially involving a new agreement or financial update that could impact its business operations and stock.

Risk Assessment

Risk Level: medium — The filing of an 8-K often signifies important corporate events, but the lack of specific details in the provided text makes it difficult to assess the immediate impact or risk.

Key Players & Entities

• Citius Pharmaceuticals, Inc. (company) — Registrant
• January 7, 2025 (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
• $4.035 — re sold at a combined offering price of $4.035. The Offering closed on January 8, 2025
• $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
• $5.0438 — ants, except that the exercise price is $5.0438 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

• ea0227130-8k_citius.htm (8-K) — 33KB
• ea022713001ex4-1_citius.htm (EX-4.1) — 107KB
• ea022713001ex5-1_citius.htm (EX-5.1) — 10KB
• ea022713001ex10-1_citius.htm (EX-10.1) — 205KB
• ea022713001ex99-1_citius.htm (EX-99.1) — 11KB
• 0001213900-25-002071.txt ( ) — 626KB
• ctxr-20250107.xsd (EX-101.SCH) — 3KB
• ctxr-20250107_lab.xml (EX-101.LAB) — 33KB
• ctxr-20250107_pre.xml (EX-101.PRE) — 22KB
• ea0227130-8k_citius_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. On January 7, 2025, 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 743,496 shares of the Company's common stock, par value $0.001 per share (the "Shares") and warrants (the "Warrants") to purchase up to 743,496 shares of common stock. The Shares and Warrants were sold at a combined offering price of $4.035. The Offering closed on January 8, 2025. The Warrants have an exercise price equal to $4.035 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 de

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 January 8, 2025. 5.1 Opinion of Wyrick Robbins Yates & Ponton LLP. 10.1 Form of Securities Purchase Agreement, dated as of January 7, 2025, 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 January 8, 2025. 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: January 8, 2025 /s/ Leonard Mazur Leonard Mazur Chairman and Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR