--- title: "Citius Pharmaceuticals sells CEO one Series A preferred share for $100 ahead" url: "https://aibio.space/news/citius-pharmaceuticals-sells-ceo-one-series-preferred-share-100-ahead/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-04-18" section: "Financings" tickers: "NASDAQ:CTXR" source: "https://www.sec.gov/Archives/edgar/data/1506251/000121390025033366/ea0238657-8k_citius.htm" summary: "Citius Pharmaceuticals sold one share of a newly designated Series A preferred stock for $100 to Chairman and CEO Leonard Mazur on April 17, 2025. The shar" --- By the aibio.space news desk. Sources - [Citius Pharmaceuticals, Inc. Form 8-K filed April 18, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1506251/000121390025033366/ea0238657-8k_citius.htm) - [Citius Pharmaceuticals, Inc. exhibit ea023865701ex10-1_citius.htm to the April 18, 2025 Form 8-K (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1506251/000121390025033366/ea023865701ex10-1_citius.htm) - [Citius Pharmaceuticals, Inc. Form 10-K filed December 27, 2024: business overview and signatures (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1506251/000121390024113149/ea0225656-10k_citius.htm) [CTXR](https://aibio.space/companies/citius-pharmaceuticals/) 2025-04-18 # Citius Pharmaceuticals sells CEO one Series A preferred share for $100 ahead of share vote Tickers [CTXR](https://aibio.space/companies/citius-pharmaceuticals/) Citius Pharmaceuticals sold one share of a newly designated Series A preferred stock for $100 to Chairman and CEO Leonard Mazur on April 17, 2025. The share carries 1,000,000,000 votes on a proposal to raise authorized common shares from 16,000,000 to 250,000,000, and the board also cut the quorum for stockholder meetings to one-third. ## Key facts - **Company**: Citius Pharmaceuticals, Inc. (NASDAQ: CTXR) - **News type**: Financings - **Primary source**: [Citius Pharmaceuticals, Inc. Form 8-K filed April 18, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1506251/000121390025033366/ea0238657-8k_citius.htm) *A city skyline seen across a river. Photo: Matt Bango, CC0, via StockSnap. The picture shows the field, not the companies named.* Citius Pharmaceuticals, Inc. (Nasdaq: [CTXR](https://aibio.space/companies/citius-pharmaceuticals/)) sold one share of its newly designated Series A Preferred Stock to Leonard Mazur, its Chairman and Chief Executive Officer, for a purchase price of $100. The sale closed on April 17, 2025. The company said in a [Form 8-K](https://www.sec.gov/Archives/edgar/data/1506251/000121390025033366/ea0238657-8k_citius.htm) filed April 18, 2025 that the share was issued in connection with a special meeting of stockholders. That meeting is called to vote on raising the number of authorized common shares from 16,000,000 to 250,000,000. ## The sale and its conditions The sale was made under a Subscription and Investment Representation Agreement, which the company filed as Exhibit 10.1. The company says the sale was exempt from registration under Section 4(a)(2) of the Securities Act. The agreement states that Mazur is an accredited investor, that the price is paid in cash, and that the share cannot be resold except under the terms of the certificate of designation. The agreement also requires Mazur to attend any stockholder meeting where the authorized share increase is to be voted on, and to vote the share as the certificate provides. At the company's request, he must also grant an irrevocable proxy to a company designee. In practice, the one share is tied to the company's own vote. ## How the share votes The certificate of designation, filed with the Nevada Secretary of State on April 17, 2025, gives the Series A share 1,000,000,000 votes. It votes together with the common stock as a single class, and only on the authorized share increase. On other matters it has no vote unless the law requires one. The share is voted in the same proportion as the common stockholders vote "for" and "against" the proposal. Its votes are disregarded when deciding whether a quorum is present, so the quorum is set only by the common stock. The share has no conversion rights, no right to distributions in a liquidation, and pays no dividends. It will be redeemed for its $100 purchase price after the board orders it or, automatically, once the company announces the final results of the stockholder vote. ## The quorum change Separately, the board approved an amendment to the bylaws effective April 16, 2025. It lowers the quorum for stockholder business from holders of a majority of the voting power of outstanding capital stock to holders of one-third of that power. The 8-K says the board acted to reduce the risk of failing to reach a quorum, which would force an adjournment and bring extra costs, such as proxy solicitation costs, and distraction for management. The company filed a preliminary proxy statement for the special meeting on the same day as the 8-K. The filing names no bank, placement agent or counsel. ## Why the authorized share count matters The annual report, on [Form 10-K](https://www.sec.gov/Archives/edgar/data/1506251/000121390024113149/ea0225656-10k_citius.htm) for the fiscal year ended September 30, 2024, was filed December 27, 2024. It carries a going-concern paragraph. The auditor says the company has suffered recurring losses and has a working capital deficit as of September 30, 2024, conditions that raise substantial doubt about its ability to continue as a going concern. The balance sheet shows cash and cash equivalents of $3,251,880 at September 30, 2024, down from $26,480,928 a year earlier. The net loss was $39,425,839 for the year, against $32,542,912 the year before, and the accumulated deficit reached $201,370,218. A larger pool of authorized shares lets a company issue stock without a further vote. The 8-K does not say how many shares the company plans to issue or whether it plans to raise money. The company's cash position, shown above, is the context for the proposal. ## The business Citius describes itself in the 10-K as a biopharmaceutical company, headquartered in Cranford, New Jersey, focused on first-in-class critical care products. It lists three proprietary products in development: Mino-Lok, Halo-Lido and NoveCite. The 10-K says Citius Oncology obtained FDA approval for LYMPHIR, a treatment for persistent or recurrent cutaneous T-cell lymphoma. ## Who signed Leonard Mazur signed the 8-K as Chairman and Chief Executive Officer. He is also the buyer of the share the filing describes. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story CTXR Citius Pharmaceuticals, Inc. 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Cite as: aibio.space, "Citius Pharmaceuticals sells CEO one Series A preferred share for $100 ahead", 2025-04-18, https://aibio.space/news/citius-pharmaceuticals-sells-ceo-one-series-preferred-share-100-ahead/