Citius Pharmaceuticals Announces $5 Million Registered Direct Offering to Support Lymphir Launch

On April 24, 2026, Citius Pharmaceuticals Inc. (Nasdaq: CTXR) announced a registered direct offering expected to generate approximately $5 million in gross proceeds. The company will sell 5,076,143 shares of its common stock (or pre-funded warrants in lieu thereof) at a price of $0.985 per share. Concurrently, Citius Pharmaceuticals will issue unregistered warrants to purchase up to 5,076,143 shares of common stock at an exercise price of $0.86 per share. These warrants will be exercisable immediately upon issuance and will expire five years following the effective date of a registration statement registering the shares issuable upon exercise of the warrants.

The offering is being conducted under Nasdaq rules and priced at-the-market. H.C. Wainwright & Co. Serves as the exclusive placement agent. Closing is expected on or about April 24, 2026, subject to customary closing conditions.

Citius Pharmaceuticals intends to use the net proceeds from this offering to support the commercial launch of LYMPHIR™, including milestone, regulatory, and other payments, as well as development initiatives for all product candidates and general corporate purposes.

About Citius Pharmaceuticals

Citius Pharmaceuticals is a biopharmaceutical company dedicated to the development and commercialization of first-in-class critical care products. The company’s pipeline includes LYMPHIR™, which is central to its current commercialization efforts.

Understanding Registered Direct Offerings

A registered direct offering is a type of private placement where securities are sold directly to institutional investors through a registered prospectus. This method allows companies to raise capital efficiently while complying with securities regulations. The offering is “at-the-market,” meaning the price is based on the prevailing market price at the time of pricing.

Impact on Shareholders

Registered direct offerings can lead to share dilution, as new shares are issued. Investors should consider the potential impact on earnings per share and voting power when evaluating such offerings. The company states that the proceeds will be used to support growth initiatives, which may offset dilution concerns over the long term.

LYMPHIR™ and Product Pipeline

LYMPHIR™ is a critical care product under development by Citius Pharmaceuticals. While specific details about LYMPHIR™’s mechanism of action or clinical trial status are not disclosed in the offering announcement, the company indicates that funds will support its commercial launch, suggesting advancement toward market availability.

About H.C. Wainwright & Co.

H.C. Wainwright & Co. Is acting as the exclusive placement agent for this offering. The firm specializes in providing capital markets services to emerging growth companies, particularly in the healthcare and biotechnology sectors.

Forward-Looking Statements

The announcement includes forward-looking statements regarding the use of proceeds, the expected closing date, and the potential benefits of the offering. Actual results may differ due to various factors, including market conditions, regulatory approvals, and the success of product development efforts.

Key Takeaways

• Citius Pharmaceuticals raised approximately $5 million through a registered direct offering on April 24, 2026.
• The offering involved the sale of 5,076,143 shares at $0.985 per share, with concurrent issuance of warrants exercisable at $0.86 per share.
• Proceeds will support the commercial launch of LYMPHIR™ and other corporate purposes.
• H.C. Wainwright & Co. Served as the placement agent.
• The offering is subject to customary closing conditions.

Frequently Asked Questions

What is a registered direct offering?

A registered direct offering is a capital-raising method where a company sells securities directly to investors using a registered prospectus, combining efficiency with regulatory compliance.

Why is Citius Pharmaceuticals raising capital?

The company states that the net proceeds will support the commercial launch of LYMPHIR™, including regulatory and milestone payments, as well as development initiatives for its product pipeline and general corporate needs.

What are the risks associated with this offering?

As with any equity offering, there is a risk of share dilution, which could affect existing shareholders’ ownership percentage and earnings per share. The success of the use of proceeds depends on the company’s ability to execute its commercialization and development plans.

When is the offering expected to close?

The closing is expected on or about April 24, 2026, subject to the satisfaction of customary closing conditions.