Citius Pharmaceuticals prices $5 million registered direct offering at $0.985

Citius Pharmaceuticals, Inc. (Nasdaq: CTXR) agreed to sell 4,730,457 shares of common stock at $0.985 per share, and pre-funded warrants for up to 345,686 shares at $0.9849 each, in a registered direct offering priced at the market under Nasdaq rules. The prospectus supplement is dated April 23, 2026, and the closing was expected on or about April 24, 2026. The last reported sale price on Nasdaq was $0.93 per share on April 23, 2026, so the offering price sits above that level.

The deal also carries warrants. In a concurrent private placement, the company will issue unregistered warrants to purchase up to 5,076,143 shares at $0.86 per share, exercisable upon the closing and running five years from the effective date of a registration statement covering the underlying shares. The $0.86 price is below both the $0.985 offering price and the April 23 sale price. H.C. Wainwright & Co., LLC is the exclusive placement agent. The prospectus supplement does not name the institutional investors.

What the company receives and pays

The total offering price is $4,999,966.29. The placement agent fee is 7.0% of gross proceeds, which the offering table shows as $350,000.06, leaving proceeds to the company before expenses of $4,649,966.23. The prospectus supplement estimates net proceeds of approximately $4.5 million. The company also agreed to reimburse the placement agent up to $50,000 for legal counsel expenses, $35,000 for non-accountable expenses and $15,950 for clearing expenses. It estimates total offering expenses, excluding the placement agent fees and expenses, at approximately $125,000. The placement agent receives Placement Agent Warrants for up to 355,330 shares at $1.2313 per share. The prospectus supplement names no law firm as counsel to the company or to the placement agent.

Dilution and the going concern warning

The prospectus supplement says the company would have 27,452,570 shares outstanding immediately after the offering, assuming full exercise of the pre-funded warrants and no exercise of the common warrants or placement agent warrants. The common warrants cover 5,076,143 shares, the same number as the shares and pre-funded warrants sold in the registered offering.

The prospectus supplement lists as a risk that the independent auditor's report includes an explanatory paragraph stating there is substantial doubt about the company's ability to continue as a going concern. A separate risk factor says that, as of December 31, 2025, the company estimated it had sufficient capital to continue operations through May 2026. The offering arrives weeks before that stated horizon.

The company's annual report for the fiscal year ended September 30, 2025, filed December 23, 2025, shows research and development expense of $9.2 million, down from $11.9 million, and cash used in operations of $26.6 million, against $28.2 million a year earlier. Those figures predate the product launch.

Lead product and listing risks

The company says the net proceeds will support the commercial launch of LYMPHIR, including milestone, regulatory and other payments, development for all of its product candidates, and general corporate purposes. Citius Oncology, a majority owned subsidiary, launched LYMPHIR in December 2025 after the FDA approved it.

On February 9, 2026, Nasdaq staff told the company that its closing bid price had been below $1.00 for the prior 30 consecutive business days. The company has until August 10, 2026 to regain compliance, and it may be eligible for a further 180 days if it meets other listing standards and gives notice that it would effect a reverse stock split if necessary. The prospectus supplement also reports that on February 24, 2026 the company announced $3.8 million in non-dilutive capital through New Jersey's Net Operating Loss Program. It lists as risks that the company may not regain compliance with Nasdaq's continued listing requirements, that it is evaluating strategic alternatives, and that Citius Oncology may not be able to commercialize LYMPHIR, including covering licensing payments and manufacturing costs.

A release from Citius Oncology (Nasdaq: CTOR) dated April 29, 2026, reported the initial shipment of LYMPHIR to Europe through a regional distribution partner, for eligible patients in specific markets through Named Patient Programs. The release does not address the going concern warning or the listing risk.

Report an error

Companies in this story

CTXRCitius Pharmaceuticals, Inc.NASDAQ · United StatesOpen the starter deskCTORCitius Oncology, Inc.NASDAQ · United StatesOpen the starter desk