Citius Pharmaceuticals Inc. (NASDAQ:CTXR) announced it has entered into a definitive agreement to raise approximately $5 million via a registered direct offering alongside a concurrent private placement.
Offering Structure
The company will issue 5,076,143 shares of common stock at $0.985 per share in an at-the-market priced transaction under Nasdaq rules.
In parallel, Citius will grant warrants to purchase up to 5,076,143 additional shares at an exercise price of $0.86 per share. These warrants will be exercisable immediately and remain valid for five years following the effective date of a related registration statement.
The deal is expected to generate gross proceeds of about $5 million before fees and expenses, with closing anticipated shortly, subject to customary conditions.
Market Context
The capital raise comes as Citius shares trade around $0.93, reflecting a decline of nearly 49% over the past six months, although the stock has recovered roughly 20% since the start of the year.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the transaction.
Use of Proceeds
Citius said it intends to deploy the net proceeds to:
- Support the commercial rollout of LYMPHIR
- Fund milestone, regulatory and related payments
- Advance development of its product pipeline
- Cover general corporate expenses
The financing comes at a pivotal time, with analysts expecting the company to reach profitability in fiscal 2026, projecting earnings per share of $1.62.
Product Portfolio and Pipeline
Citius develops critical care therapies and holds a majority stake in Citius Oncology, where it owns approximately 71%.
In December 2025, its oncology unit launched LYMPHIR, a targeted immunotherapy for adults with relapsed or refractory Stage I–III cutaneous T-cell lymphoma (CTCL) who have received prior systemic treatment.
The broader pipeline includes:
- Mino-Lok, a catheter lock solution
- CITI-002, a topical treatment for haemorrhoids
Both candidates completed clinical trials in 2023.
Governance Update
Separately, the company recently held its 2026 annual shareholder meeting, where seven directors—including Leonard Mazur, Myron Holubiak, Suren Dutia, Dr. Eugene Holuka, Dennis M. McGrath, Robert Smith and Carol Webb—were elected to serve one-year terms on the board.
Regulatory Details
The common stock is being issued under a shelf registration statement filed with the U.S. Securities and Exchange Commission in February 2024 and declared effective in March 2024.
The warrants are being offered in a private placement under exemptions provided by Section 4(a)(2) of the Securities Act of 1933.