Citius Pharmaceuticals, Inc. 8-K

What Happened
Citius Pharmaceuticals, Inc. announced that on April 23–24, 2026 it entered into a securities purchase agreement and closed a registered direct offering and a concurrent private placement that generated approximately $5.0 million in gross proceeds. The company sold 4,730,457 shares of common stock and pre-funded warrants to purchase up to 345,686 shares (pre-funded warrant exercise price $0.0001, immediately exercisable). In the private placement, investors received warrants to purchase up to 5,076,143 shares (common warrant exercise price $0.86, immediately exercisable, five‑year term tied to the registration statement). H.C. Wainwright & Co. was the exclusive placement agent.

Key Details

• Shares sold: 4,730,457 common shares at $0.985 per share.
• Pre-funded warrants: up to 345,686, at $0.9849 each; exercise price $0.0001; immediately exercisable.
• Common warrants: rights to purchase up to 5,076,143 shares; exercise price $0.86; five‑year term; cashless exercise allowed if resale registration is not effective.
• Placement agent: Wainwright received a 7.0% cash fee plus reimbursement (up to $50,000 legal, $35,000 non‑accountable expenses, $15,950 clearing fee) and placement agent warrants to buy up to 355,330 shares at $1.2313 (five‑year term).
• Proceeds and use: gross proceeds ~ $5.0M, expected net ~ $4.5M, to support commercialization of LYMPHIR™, milestone/regulatory payments, development programs and general corporate purposes.
• Other terms: customary representations/indemnities; 45‑day limited issuance lock‑up after closing; beneficial ownership cap on warrant exercises (4.99% default, 9.99% optional with election and 61 days’ prior notice).

Why It Matters
This financing provides near‑term capital (net ~ $4.5M) to fund commercialization of LYMPHIR™ and ongoing development activities, which can help sustain operations and milestone obligations without immediate dilutive financing from other sources. The structure includes a mix of common shares, pre‑funded warrants (minimizing immediate dilution for certain investors), and longer‑dated warrants that could lead to future dilution if exercised. Placement agent fees and warrants are standard for this type of deal and slightly reduce net proceeds. Investors should note the beneficial ownership limits on warrant exercises and the 45‑day issuance restriction in the purchase agreement.