Citius Pharmaceuticals, Inc. 8-K

What Happened
Citius Pharmaceuticals (CTXR) filed an 8‑K on May 8, 2026 reporting a Third Amendment (dated May 4, 2026) to a promissory note issued by its majority‑owned subsidiary, Citius Oncology. The Promissory Note was originally dated August 16, 2024 (original principal $3,800,111) and had prior amendments on September 10, 2025 and December 10, 2025. The Third Amendment aligns the note’s payment and maturity terms with a subordination agreement tied to Citius Oncology’s senior debt facility, removes prior maturity triggers, prohibits cash prepayment before the new maturity, and adds a voluntary conversion feature.

Key Details

• Original principal: $3,800,111 (Promissory Note dated Aug 16, 2024).
• New maturity timing: entire unpaid principal becomes payable 91 days after Citius Oncology’s senior debt is fully repaid and the related loan and security agreement is terminated.
• Prepayment: prepayment in cash is prohibited prior to the new maturity date.
• Conversion option: the Company may (with Citius Oncology’s approval) convert all or part of the outstanding principal into common stock at $0.90 per share.
• Prior maturity triggers related to capital raises, debt/equity issuances, or royalty monetizations were eliminated.

Why It Matters
This amendment pushes actual cash repayment of the note behind Citius Oncology’s senior debt, meaning repayment timing depends on that senior debt being repaid first. The prohibition on cash prepayment limits the subsidiary’s ability to pay down this obligation early. The added conversion feature creates a potential route to satisfy the note with equity at $0.90 per share, which could dilute shareholders if exercised (and is subject to Citius Oncology approval). Investors should note these changes affect timing and form of repayment and could influence future equity dilution and the company’s consolidated liquidity position.