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    Citius Pharmaceuticals Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

    6/3/25 4:30:08 PM ET
    $CTXR
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $CTXR alert in real time by email
    false 0001506251 0001506251 2025-06-02 2025-06-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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) June 2, 2025

      

    Citius Pharmaceuticals, Inc.

    (Exact name of registrant as specified in its charter)

     

    Nevada

    (State or other jurisdiction of incorporation)

     

    001-38174   27-3425913
    (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   The 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.

     

    On June 2, 2025, Citius Pharmaceuticals, Inc. (the “Company”) issued an unsecured promissory note for an aggregate principal amount of $1 million (the “Note”) to PAGODA RESOURCES, INC, a Pennsylvania corporation. The Note is not convertible into any equity securities of the Company. The Note is due and payable on December 2, 2025, and accrues interest at a rate of 15.00% per year, compounded monthly, until the Note is repaid in full. The Company has the absolute right to prepay the Note in whole or in part at any time and from time to time, without prepayment premium or penalty, with any prepayment credited first against accrued interest, then principal. The Note also contains customary events of default. If a default occurs and is not cured within the applicable cure period or is not waived, any outstanding obligations under the Note may be accelerated. Repayment of the Note has been personally guaranteed by Leonard Mazur, Chairman and Chief Executive Officer of the Company, through the execution and delivery of an Unconditional Personal Guaranty, the form of which is attached to the Note as Exhibit A.

      

    The foregoing description of the Note does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Note, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     

    Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     

    The disclosure provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

      

    Item 9.01. Financial Statements and Exhibits.

     

    No.   Description
         
    10.1   Unsecured Promissory Note issued to PAGODA RESOURCES, INC, dated June 2, 2025.
         
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

    1

     

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

      CITIUS PHARMACEUTICALS, INC.
         
    Date: June 3, 2025 By: /s/ Leonard Mazur
        Leonard Mazur
        Chairman and Chief Executive Officer

     

     

    2

     

     

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