Citius Pharmaceuticals Files 8-K

TL;DR

CTRS filed an 8-K on 10/20/25 for a material agreement. Details TBD.

AI Summary

On October 20, 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 or agreement for Citius Pharmaceuticals, potentially impacting its operations or financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications for the company, but the specific details are not yet disclosed.

Key Players & Entities

• Citius Pharmaceuticals, Inc. (company) — Registrant
• October 20, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 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
• $1.51 — nded Warrants") at an offering price of $1.51 and $1.5099, respectively. The Company
• $1 — nts") at an offering price of $1.51 and $1.5099, respectively. The Company also is
• $1.40 — arrants have an exercise price equal to $1.40 per share, are exercisable immediately
• $0.0001 — le immediately, at an exercise price of $0.0001 per share, and will remain valid and ex
• $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
• $1.8875 — ants, except that the exercise price is $1.8875 per share. The gross proceeds to the
• $6.0 million — ny from the Offering were approximately $6.0 million. Net proceeds are expected to be approx
• $5.5 m — oceeds are expected to be approximately $5.5 million, after deducting placement agent
• $2.15 — offering price equal to or greater than $2.15 per share. 1 The Offering was made p

Filing Documents

• ea0261909-8k_citius.htm (8-K) — 51KB
• ea026190901ex4-1_citius.htm (EX-4.1) — 92KB
• ea026190901ex4-2_citius.htm (EX-4.2) — 103KB
• ea026190901ex4-3_citius.htm (EX-4.3) — 93KB
• ea026190901ex5-1_citius.htm (EX-5.1) — 12KB
• ea026190901ex10-1_citius.htm (EX-10.1) — 202KB
• ea026190901ex99-1_citius.htm (EX-99.1) — 12KB
• ea026190901ex99-2_citius.htm (EX-99.2) — 11KB
• ex99-1_001.jpg (GRAPHIC) — 14KB
• ex99-2_001.jpg (GRAPHIC) — 13KB
• 0001213900-25-100847.txt ( ) — 917KB
• ctxr-20251020.xsd (EX-101.SCH) — 3KB
• ctxr-20251020_lab.xml (EX-101.LAB) — 33KB
• ctxr-20251020_pre.xml (EX-101.PRE) — 22KB
• ea0261909-8k_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) October 20, 2025 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 October 20, 2025, Citius Pharmaceuticals, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with a certain institutional investor for the issuance and sale, in a registered direct offering by the Company (the "Offering"), of 1,460,000 shares of the Company's common stock, par value $0.001 per share (the "Shares"), and pre-funded warrants to purchase up to 2,513,510 shares of common stock (the "Pre-funded Warrants") at an offering price of $1.51 and $1.5099, respectively. The Company also issued to the investor warrants to purchase up to 3,973,510 shares of common stock (the "Warrants"). The Offering closed on October 21, 2025. The Warrants have an exercise price equal to $1.40 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 adjustments 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. The Pre-funded Warrants are exercisable immediately, at an exercise price of $0.0001 per share, and will remain valid and exercisable until all the Pre-funded Warrants are exercised in full. A holder of a Warrant or a Pre-funded Warrant will not have the right to exercise any portion of its warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or 9.99% at the election of the holder prior to the date of issuance) of the number of shares of common stock outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Limitation"); provided, however, that upon 61 days' prior notice to the Company, the holder may increase or decrease the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership Limitation exceed 9.99%. 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. 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, $3

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View this 8-K filing on SEC EDGAR