UNITED STATES

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) April 3, 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 8.01 Other Events.

 

On April 3, 2024, the Board of Directors of the Citius Pharmaceuticals, Inc. (the “Company”) approved an extension by one year to April 5, 2025 for warrants to purchase an aggregate of 1,294,498 shares of common stock, $0.001 par value per share, with an exercise price of $1.42 per share of common stock (the “Investor Warrants”). The Investor Warrants are held by Leonard Mazur, the Company’s Chief Executive Officer and Chairman of the Board of Directors, and Myron Holubiak, the Company’s Executive Vice President and member of the Board of Directors, and were originally issued in April 2019 in a private placement conducted simultaneously with a registered direct offering of shares of common stock (the “2019 Offering”) managed by H. C. Wainwright & Co., LLC (“Wainwright”). Mr. Mazur and Mr. Holubiak participated in the private placement on the same basis as all other investors. Additionally, 240,130 warrants with an exercise price of $1.9313 per share (the “Placement Agent Warrants” and together with the Investor Warrants, the “Warrants”) issued in connection with the 2019 Offering were extended by one year to April 5, 2025. Such Placement Agent Warrants are held by certain representatives of Wainwright or their assignees. The terms of the Warrants were previously extended in April 2021 to April 5, 2024. There are no other Warrants remaining outstanding from the 2019 Offering and if such Warrants are fully exercised, the Company would receive approximately $2.3 million in cash proceeds.

 

Except as set forth above, all other terms, conditions and rights of the Warrants remain in full force and effect, which were described in the Current Report on Form 8-K filed by the Company on April 3, 2019 (the “Original Form 8-K”). The foregoing descriptions of the Investor Warrants and the Placement Agent Warrants are not complete and are qualified in their entirety by reference to Exhibits 4.1 and 4.2, respectively, of the Original Form 8-K.

  

 

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 5, 2024		/s/ Leonard Mazur
			Leonard Mazur
			Chairman and Chief Executive Officer

 

 

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