Citius Pharmaceuticals Announces Closing of Registered Direct Offering of Up To $15.8 Million Priced At-The-Market Under Nasdaq Rules
- Immediate access to $6 million in gross proceeds to support LYMPHIR commercial launch
- Potential for additional $9.8 million through warrant exercises
- Warrants priced at $1.00, representing potential upside for the company if stock price increases
- Dilutive effect on existing shareholders through issuance of new shares
- Offering priced at-the-market indicates limited premium
- No guarantee that warrants will be exercised, making additional $9.8 million uncertain
Insights
Citius secured $6M immediate funding with potential for $9.8M more through warrants to support LYMPHIR commercialization.
Citius Pharmaceuticals has completed a $6 million registered direct offering priced at-the-market, with potential for an additional $9.8 million if all short-term warrants are exercised. The financing structure includes 4,920,000 shares of common stock (or pre-funded warrants) and accompanying warrants to purchase up to 9,840,000 additional shares.
The pricing details reveal crucial information about how the market values Citius. The shares were priced at $1.22 per share, while the accompanying warrants have an exercise price of $1.00 - a significant 18% discount to the share price. This discount structure suggests a degree of dilution pressure but provides a meaningful incentive for warrant holders to exercise, potentially bringing in the additional capital.
The company's stated use of proceeds focuses on supporting the commercial launch of LYMPHIR™, which signals the company's transition from development to commercialization phase. This capital infusion provides Citius with an operational runway to execute its commercialization strategy, though investors should note the dilutive effect of both the immediate shares and potential future exercises. With H.C. Wainwright as the placement agent, this institutional backing provides some validation of the offering structure, though the at-market pricing indicates the company wasn't able to command a premium valuation for this capital raise.
H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.
The aggregate gross proceeds to the Company from the offering were approximately
The securities described above were 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 was 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 was filed with the SEC and is available at the SEC's website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the securities offered may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor,
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
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 exercise of the short-term warrants prior to their expiration 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: 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 regain compliance with Nasdaq's continued listing requirements; 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
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