UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 9, 2024
Citius Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | | 001-38174 | | 27-3425913 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 11 Commerce Drive, 1st Floor, Cranford, NJ | | 07016 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (908) 967-6677
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.001 par value | | CTXR | | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Pending further discussions with Dr. Reddy’s Laboratories SA, a subsidiary of Dr. Reddy’s Laboratories, Ltd. (collectively, “Dr. Reddy’s”), Dr. Reddy’s agreed to a partial deferral without penalty of a milestone payment by Citius Oncology, Inc., which was triggered upon regulatory approval of LYMPHIRTM by the U.S. Food and Drug Administration and due on September 9, 2024, pursuant to the terms of the Asset Purchase Agreement, dated as of September 1, 2021, between Dr. Reddy’s and Citius Pharmaceuticals, Inc. (the “Asset Purchase Agreement”). Citius Pharmaceuticals, Inc. (the “Company”) is a guarantor of the obligations of Citius Oncology, Inc. under the Asset Purchase Agreement.
Except as set forth above, all other terms, conditions and rights of the Asset Purchase Agreement remain in full force and effect, which was described in the Current Report on Form 8-K filed by the Company on September 7, 2021 and was filed as an exhibit to the Annual Report on Form 10-K filed by the Company on December 15, 2021.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Citius Pharmaceuticals, Inc. |
| | |
| Date: September 13, 2024 | /s/ Leonard Mazur |
| | Leonard Mazur |
| | Chairman and Chief Executive Officer |
