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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) August 12, 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 2.02 Results of Operations and Financial Condition.
On August 12, 2025, we issued a press release announcing our results of operations for the third quarter of fiscal 2025. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release, dated August 12, 2025. | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document). |
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: August 12, 2025 | /s/ Leonard Mazur |
| Leonard Mazur | |
| Chairman and Chief Executive Officer |
Exhibit 99.1
Citius Pharmaceuticals, Inc. Reports Fiscal Third Quarter 2025 Financial Results and Provides Business Update
$12.5 million in gross financings raised during the quarter, with an additional $9 million raised by Citius Oncology in July 2025, to facilitate LYMPHIR pre-launch initiatives and drive successful market introduction
CRANFORD, N.J., August 12, 2025 -- Citius Pharmaceuticals, Inc. (“Citius Pharma” or the “Company”) (Nasdaq: CTXR), a late-stage biopharmaceutical company dedicated to the development and commercialization of first-in-class critical care products, today reported financial results for its fiscal third quarter ended June 30, 2025, and provided a business update.
“During the third quarter, Citius advanced its strategic priorities, and we believe we are now operationally positioned to transition from a development-stage enterprise to a fully integrated commercial organization. Final preparations are underway by our oncology subsidiary for the planned U.S. launch of LYMPHIR™ in the fourth quarter of 2025,” said Leonard Mazur, Chairman and CEO of Citius Pharmaceuticals.
“In June 2025, we completed a $6 million registered direct offering, with the potential for an additional $9.8 million upon full warrant exercise, to fund commercialization activities and corporate operations. In July 2025, Citius Oncology further strengthened its capital position with $9 million in gross proceeds from a public offering. These financings, any proceeds we might receive from exercise of the June 2025 warrants and other capital raising activities during the quarter, together with the completion of major launch-enabling activities including commercial-scale manufacturing, labeling, packaging, and distribution services agreements with leading specialty pharmaceutical partners indicate we are well-prepared to deliver LYMPHIR to patients with cutaneous T-cell lymphoma, an underserved population in need of new treatment options. At the same time, we remain focused on advancing Mino-Lok and continue to engage with the U.S. Food and Drug Administration as we evaluate the best path forward for this potentially transformative antibiotic lock solutions for patients with catheter-related bloodstream infections,” added Mazur.
FISCAL THIRD QUARTER 2025 FINANCIAL RESULTS:
| · | R&D expenses were $1.6 million for the quarter ended June 30, 2025, compared to $2.8 million for the quarter ended June 30, 2024; |
| · | G&A expenses were $4.4 million for the quarter ended June 30, 2025, as compared to $4.8 million for the quarter ended June 30, 2024; |
| · | Stock-based compensation expense was $2.7 million for the quarter ended June 30, 2025, as compared to $3.1 million for the quarter ended June 30, 2024; |
| · | Net loss was $9.2 million, or ($0.80) per share, for the quarter ended June 30, 2025, as compared to a net loss of $10.6 million, or ($1.57) per share, for the quarter ended June 30, 2024, as adjusted for the reverse stock split; |
| · | At June 30, 2025, Citius Pharma had cash and cash equivalents of $6.1 million available to fund its operations. During the nine months ended June 30, 2025, the Company received net proceeds of $16.5 million from the issuance of equity and $1 million from the issuance of a note payable; and, |
| · | On July 17, 2025, Citius Oncology completed a public offering generating net proceeds of approximately $7.4 million, after deducting placement agent fees and other offering expenses. |
For a complete discussion of our financial results, please refer to our Quarterly Report on Form 10-Q for the period ended June 30, 2025, filed today with the SEC and available at www.sec.gov.
About Citius Pharmaceuticals, Inc.
Citius Pharma is a biopharmaceutical company dedicated to the development and commercialization of first-in-class critical care products. In August 2024, the FDA approved LYMPHIR™, a targeted immunotherapy for an initial indication in the treatment of cutaneous T-cell lymphoma. Citius Pharma’s late-stage pipeline also includes Mino-Lok®, an antibiotic lock solution to salvage catheters in patients with catheter-related bloodstream infections, and CITI-002 (Halo-Lido), a topical formulation for the relief of hemorrhoids. A Pivotal Phase 3 Trial for Mino-Lok and a Phase 2b trial for Halo-Lido were completed in 2023. Mino-Lok met primary and secondary endpoints of its Phase 3 Trial. Citius Pharma is actively engaged with the FDA to outline next steps for both programs. Citius Pharma owns 84% of Citius Oncology. For more information, please visit www.citiuspharma.com.
Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are made based on our expectations and beliefs concerning future events impacting Citius Pharma. You can identify these statements by the fact that they use words such as “will,” “anticipate,” “estimate,” “expect,” “plan,” “should,” and “may” and other words and terms of similar meaning or use of future dates. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from those currently anticipated, and, unless noted otherwise, that apply to Citius Pharma are: our need for substantial additional funds and our ability to raise additional money to fund our operations beyond September 2025 and for at least the next 12 months as a going concern; our ability to commercialize LYMPHIR, including covering the costs of licensing payments, product manufacturing and other third-party goods and services, through our majority-owned subsidiary and any of our other product candidates that may be approved by the FDA; our ability to maintain compliance with Nasdaq’s continued listing standards; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; the estimated markets for our product candidates and the acceptance thereof by any market; the ability of our product candidates to impact the quality of life of our target patient populations; risks related to research using our assets but conducted by third parties; risks relating to the results of research and development activities, including those from our existing and any new pipeline assets; our dependence on third-party suppliers; our ability to procure cGMP commercial-scale supply; uncertainties relating to preclinical and clinical testing; the early stage of products under development; market, economic and other conditions; risks related to our growth strategy; patent and intellectual property matters; our ability to identify, acquire, close and integrate product candidates and companies successfully and on a timely basis; government regulation; competition; as well as other risks described in our Securities and Exchange Commission (“SEC”) filings. These risks have been and may be further impacted by any future public health risks. Accordingly, these forward-looking statements do not constitute guarantees of future performance, and you are cautioned not to place undue reliance on these forward-looking statements. Risks regarding our business are described in detail in our SEC filings which are available on the SEC’s website at www.sec.gov, including in Citius Pharma’s Annual Report on Form 10-K for the year ended September 30, 2024, filed with the SEC on December 27, 2024, as amended on January 27, 2025, Citius Pharma’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC on August 12, 2025, and as updated by our subsequent filings with the SEC. These forward-looking statements speak only as of the date hereof, and we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.
Investor Contact:
Ilanit Allen
ir@citiuspharma.com
908-967-6677 x113
Media Contact:
STiR-communications
Greg Salsburg
Greg@STiR-communications.com
-- Financial Tables Follow –
CITIUS PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 30, | September 30, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 6,089,126 | $ | 3,251,880 | ||||
| Inventory | 17,208,967 | 8,268,766 | ||||||
| Prepaid expenses | 1,313,176 | 2,700,000 | ||||||
| Total Current Assets | 24,611,269 | 14,220,646 | ||||||
| Operating lease right-of-use asset, net | 880,732 | 246,247 | ||||||
| Deposits | 38,062 | 38,062 | ||||||
| In-process research and development | 92,800,000 | 92,800,000 | ||||||
| Goodwill | 9,346,796 | 9,346,796 | ||||||
| Total Other Assets | 102,184,858 | 102,184,858 | ||||||
| Total Assets | $ | 127,676,859 | $ | 116,651,751 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | 10,094,042 | $ | 4,927,211 | ||||
| License payable | 28,400,000 | 28,400,000 | ||||||
| Accrued expenses | 8,523,675 | 17,027 | ||||||
| Accrued compensation | 3,710,041 | 2,229,018 | ||||||
| Note payable | 1,000,000 | - | ||||||
| Operating lease liability | 114,694 | 241,547 | ||||||
| Total Current Liabilities | 51,842,452 | 35,814,803 | ||||||
| Deferred tax liability | 7,506,520 | 6,713,800 | ||||||
| Operating lease liability - noncurrent | 766,957 | 21,318 | ||||||
| Total Liabilities | 60,115,929 | 42,549,921 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity: | ||||||||
| Preferred stock - $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding | - | - | ||||||
| Common stock - $0.001 par value; 250,000,000 and 16,000,000 shares authorized; 14,475,029 and 7,247,243 shares issued and outstanding at June 30, 2025 and September 30, 2024, respectively | 14,475 | 7,247 | ||||||
| Additional paid-in capital | 295,888,916 | 271,440,421 | ||||||
| Accumulated deficit | (230,844,841 | ) | (201,370,218 | ) | ||||
| Total Citius Pharmaceuticals, Inc. Stockholders’ Equity | 65,058,550 | 70,077,450 | ||||||
| Non-controlling interest | 2,502,380 | 4,024,380 | ||||||
| Total Equity | 67,560,930 | 74,101,830 | ||||||
| Total Liabilities and Equity | $ | 127,676,859 | $ | 116,651,751 | ||||
Reflects a 1-for-25 reverse stock split effective November 25, 2024.
CITIUS PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2025 AND 2024
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| June 30, | June 30, | June 30, | June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | — | $ | — | $ | — | $ | — | ||||||||
| Operating Expenses | ||||||||||||||||
| Research and development | 1,621,325 | 2,763,865 | 7,514,888 | 8,991,673 | ||||||||||||
| General and administrative | 4,447,008 | 4,808,551 | 14,626,882 | 12,755,190 | ||||||||||||
| Stock-based compensation – general and administrative | 2,719,674 | 3,061,763 | 7,946,529 | 9,198,340 | ||||||||||||
| Total Operating Expenses | 8,788,007 | 10,634,179 | 30,088,299 | 30,945,203 | ||||||||||||
| Operating Loss | (8,788,007 | ) | (10,634,179 | ) | (30,088,299 | ) | (30,945,203 | ) | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Interest income | 20,637 | 204,843 | 56,658 | 640,686 | ||||||||||||
| Gain on sale of New Jersey net operating losses | — | — | — | 2,387,842 | ||||||||||||
| Interest expense | (172,262 | ) | — | (172,262 | ) | — | ||||||||||
| Total Other Income (Expense) | (151,625 | ) | 204,843 | (115,604 | ) | 3,028,528 | ||||||||||
| Loss before Income Taxes | (8,939,632 | ) | (10,429,336 | ) | (30,203,903 | ) | (27,916,675 | ) | ||||||||
| Income tax expense | 264,240 | 144,000 | 792,720 | 432,000 | ||||||||||||
| Net Loss | (9,203,872 | ) | (10,573,336 | ) | (30,996,623 | ) | (28,348,675 | ) | ||||||||
| Deemed dividend on warrant extension | — | 321,559 | — | 321,559 | ||||||||||||
| Net loss attributable to non-controlling interest | 414,000 | — | 1,522,000 | — | ||||||||||||
| Net loss applicable to common stockholders | $ | (8,789,872 | ) | $ | (10,894,895 | ) | $ | (29,474,623 | ) | $ | (28,670,234 | ) | ||||
| Net Loss Per Share - Basic and Diluted | $ | (0.80 | ) | $ | (1.57 | ) | $ | (3.27 | ) | $ | (4.37 | ) | ||||
| Weighted Average Common Shares Outstanding | ||||||||||||||||
| Basic and diluted | 11,006,896 | 6,954,278 | 9,020,356 | 6,557,892 | ||||||||||||
Reflects a 1-for-25 reverse stock split effective November 25, 2024.
CITIUS PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JUNE 30, 2025 AND 2024
(Unaudited)
| 2025 | 2024 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | (30,996,623 | ) | $ | (28,348,675 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock-based compensation expense | 7,946,529 | 9,198,340 | ||||||
| Issuance of common stock for services | — | 284,175 | ||||||
| Amortization of operating lease right-of-use asset | 152,212 | 154,494 | ||||||
| Depreciation | — | 1,432 | ||||||
| Deferred income tax expense | 792,720 | 432,000 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Inventory | (8,940,201 | ) | — | |||||
| Prepaid expenses | 1,386,824 | (2,205,091 | ) | |||||
| Accounts payable | 5,166,831 | (1,263,998 | ) | |||||
| Accrued expenses | 8,506,648 | 74,185 | ||||||
| Accrued compensation | 1,481,023 | (454,315 | ) | |||||
| Operating lease liability | (167,911 | ) | (161,234 | ) | ||||
| Net Cash Used In Operating Activities | (14,671,948 | ) | (22,288,687 | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| Net proceeds from common stock offerings | 16,509,194 | 13,718,951 | ||||||
| Proceeds from sale of Series A preferred stock | 100 | — | ||||||
| Redemption of Series A preferred stock | (100 | ) | — | |||||
| Proceeds from note payable and advance from employee | 1,300,000 | — | ||||||
| Repayment of advance from employee | (300,000 | ) | — | |||||
| Net Cash Provided By Financing Activities | 17,509,194 | 13,718,951 | ||||||
| Net Change in Cash and Cash Equivalents | 2,837,246 | (8,569,736 | ) | |||||
| Cash and Cash Equivalents - Beginning of Period | 3,251,880 | 26,480,928 | ||||||
| Cash and Cash Equivalents - End of Period | $ | 6,089,126 | $ | 17,911,192 | ||||
| Supplemental Disclosures of Cash Flow Information and Non-cash Transactions: | ||||||||
| Operating lease right-of-use asset and liability recorded | $ | 786,697 | $ | — | ||||