Citius Pharmaceuticals Announces $2 Million Registered Direct Offering of Common Stock

Rhea-AI Summary

Citius Pharmaceuticals (NASDAQ: CTXR) has announced a $2 million registered direct offering of common stock. The company will issue 1,739,131 shares at a purchase price of $1.15 per share, with the option for pre-funded warrants. The offering, expected to close around April 2, 2025, is being facilitated by H.C. Wainwright & Co. as the exclusive placement agent.

The net proceeds, after deducting placement agent fees and offering expenses, will be used to support the commercial launch of LYMPHIR™ and general corporate purposes. The offering is being made through a shelf registration statement filed with the SEC on February 23, 2024, and declared effective on March 1, 2024.

Positive

• Secured funding for LYMPHIR™ commercial launch

Negative

• Small offering size of only $2 million indicates funding raised
• Potential dilution to existing shareholders
• Share offering price of $1.15 may indicate weak market conditions

Insights

Financial Analyst

Citius Pharmaceuticals' $2 million registered direct offering at $1.15 per share represents a significant discount of approximately 23% from the current $1.49 trading price. This dilutive financing will introduce 1,739,131 new shares, expanding the company's float by roughly 15% based on their $11.26 million market capitalization.

The pricing terms are notably unfavorable for existing shareholders, suggesting financing alternatives available to the company. At their current micro-cap valuation, accessing capital comes at a premium cost of equity dilution. The substantial discount required to secure these funds indicates challenging fundraising conditions for the company.

However, the strategic purpose of this capital raise partially offsets these concerns. The proceeds are earmarked specifically for the commercial launch of LYMPHIR™, suggesting the company is progressing toward revenue generation. For a development-stage biopharmaceutical company, transitioning to commercialization represents a critical milestone in its business evolution.

The relatively modest size of this offering might indicate either capital efficiency in the product launch strategy or potentially the need for additional financing rounds in the near future if commercialization costs exceed expectations. Investors should monitor the company's burn rate and launch progress following this capital infusion to evaluate whether further dilution might be necessary.

CRANFORD, N.J., April 1, 2025 /PRNewswire/ -- Citius Pharmaceuticals Inc. (Nasdaq: CTXR) ("Citius Pharma" or the "Company"), a biopharmaceutical company dedicated to the development and commercialization of first-in-class critical care products, today announced that it has entered into a definitive agreement for the purchase of 1,739,131 shares of its common stock (or pre-funded warrants in lieu thereof), at a purchase price of $1.15 per share (or pre-funded warrant in lieu thereof). The closing of the offering is expected to occur on or about April 2, 2025, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering are expected to be approximately $2 million, before deducting the placement agent fees and other offering expenses payable by the Company. The Company currently intends to use the net proceeds from the offering to support the commercial launch of LYMPHIR™ as well as general corporate purposes.

The securities described above are being offered pursuant to a "shelf" registration statement (File No. 333-277319) filed with the Securities and Exchange Commission ("SEC") on February 23, 2024 and declared effective on March 1, 2024. The offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The prospectus supplement and the accompanying prospectus relating to the securities being offered will be filed with the SEC and be available at the SEC's website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3^rd Floor, New York, NY 10022, by telephone at (212) 856-5711 or e-mail at placements@hcwco.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

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 92% of Citius Oncology, Inc. ("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, and includes all statements related to the completion of the offering, the satisfaction of customary closing conditions related to the offering and the intended use of net proceeds from the offering.  Factors that could cause actual results to differ materially from those currently anticipated, and, unless noted otherwise, that apply to Citius Pharma and Citius Oncology, are: related to the closing of the offering; our need for substantial additional funds; our ability to raise additional money to fund our operations for at least the next 12 months as a going concern; our ability to commercialize LYMPHIR and any of our other product candidates that may be approved by the FDA; Citius Pharma's ability to continue to meet Nasdaq's continued listing standards; risks relating to the results of research and development activities, including those from our existing and any new pipeline assets; risks related to research using our assets but conducted by third parties; 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; our dependence on third-party suppliers; our ability to procure cGMP commercial-scale supply; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; uncertainties relating to preclinical and clinical testing; the early stage of products under development; market 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 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, 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

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SOURCE Citius Pharmaceuticals, Inc.

FAQ

How much is Citius Pharmaceuticals (CTXR) raising in their April 2025 offering?

Citius Pharmaceuticals is raising approximately $2 million through a registered direct offering of common stock.

What is the share price for CTXR's April 2025 stock offering?

The purchase price is $1.15 per share or pre-funded warrant.

How many shares is CTXR offering in their April 2025 financing?

Citius Pharmaceuticals is offering 1,739,131 shares of common stock or pre-funded warrants.

What will CTXR use the proceeds from their April 2025 offering for?

The proceeds will support the commercial launch of LYMPHIR™ and general corporate purposes.