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Form 8-K

sec.gov

8-K — Citius Pharmaceuticals, Inc.

Accession: 0001213900-26-057876

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0001506251

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0291037-8k_citius.htm (Primary)

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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)

May 15, 2026

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 2.02 Results of Operations and Financial Condition.

On May 15, 2026, Citius Pharmaceuticals, Inc.

issued a press release announcing its results of operations for the second quarter of fiscal 2026. A copy of the press release is furnished

as Exhibit 99.1 to this report and is incorporated herein by reference.

The information in this

Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of

1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by

reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such

a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press release, dated May 15, 2026.

104

Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

1

SIGNATURES

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.

Date: May 15, 2026

CITIUS PHARMACEUTICALS, INC.

By:

/s/ Leonard Mazur

Leonard Mazur

Chairman and Chief Executive Officer

2

EX-99.1 — PRESS RELEASE, DATED MAY 15, 2026

EX-99.1

Filename: ea029103701ex99-1.htm · Sequence: 2

Exhibit 99.1

Citius Pharmaceuticals, Inc. Reports Fiscal

Second Quarter 2026 Financial Results and Provides Business Update

$5.6 Million in net revenue for the first half

of fiscal 2026 from ongoing launch of LYMPHIR®

Citius Pharma raised $5 million in a

registered direct offering; Citius Oncology secured up to $36.5 million in debt and equity financing

Advanced patient access with payer coverage

near 100% of commercial lives and 83% of LYMPHIR target accounts on formulary or in review

CRANFORD, N.J., May 15, 2026 – Citius

Pharmaceuticals, Inc. (“Citius Pharma” or the “Company”) (Nasdaq: CTXR), a biopharmaceutical company dedicated

to the development and commercialization of first-in-class critical care products, today reported business and financial results for the

fiscal second quarter ended March 31, 2026, and provided a business update, including progress at its majority-owned subsidiary, Citius

Oncology, Inc. (Nasdaq: CTOR).

“The first half of fiscal 2026 demonstrated

meaningful commercial progress at our majority-owned subsidiary Citius Oncology. In the four months of commercial sales since the December

2025 launch of LYMPHIR, Citius Oncology generated $5.6 million in net revenue at approximately 80% gross margins, advanced 83% of target

accounts to formulary inclusion or active review, and secured payer coverage representing near 100% of covered commercial lives with no

reimbursement denials reported to date. Importantly, major academic centers have begun to transition patients to local community infusion

centers for treatment, a critical next phase of commercial scaling. These results reflect our efforts to build a durable patient access

foundation upon which to drive growth,” said Leonard Mazur, Chairman and Chief Executive Officer of Citius Pharma and Citius Oncology.

“Subsequent to quarter end, Citius Oncology

secured up to $36.5 million in combined debt and equity financing through its senior secured credit facility with Avenue Capital and the

exercise of outstanding warrants, complemented by Citius Pharma’s $5 million registered direct offering. Together, these proceeds

are expected to fund Citius Pharma’s activities as well as the completion of the LYMPHIR commercial field force buildout by mid-summer.

This will support expanded physician engagement and broader market penetration, positioning Citius Oncology to accelerate growth as the

launch matures. We believe Citius Oncology maintains sufficient inventory to support anticipated commercial demand, as well as additional

demand outside the U.S., as we begin to see orders for product through our global distribution partners.”

“Moreover, we are encouraged by positive

preliminary topline Phase 1 data from two investigator-initiated combination studies, with pembrolizumab and prior to CAR-T therapy, which

reinforce LYMPHIR’s potential as a platform asset in combination regimens. At the Citius Pharma level, we also remain focused on

advancing Mino-Lok and Halo-Lido with the FDA and on disciplined execution of our mission to bring first-in-class therapies to patients,”

concluded Mazur.

Fiscal Second Quarter 2026 Business Highlights

and Subsequent Developments

● Reported key commercial metrics of LYMPHIR launch:

○ 83% of target accounts had added or were actively progressing LYMPHIR through formulary review;

○ Secured near 100% of covered commercial lives; no reimbursement denials or prior authorization barriers reported;

○ Initial accounts placing repeat orders;

○ Patients beginning to transition from larger academic cancer centers to community infusion centers;

● Announced initial shipment of LYMPHIR to Europe on April 29, 2026 through Uniphar, a leading international healthcare services company,

with LYMPHIR being made available to eligible patients through Named Patient Programs (NPPs) in accordance with local regulations across

19 markets in Southern Europe, the Middle East, and additional European territories;

● Announced positive topline results from two investigator-initiated Phase 1 studies, including:

○ LYMPHIR in combination with pembrolizumab in patients with recurrent or refractory gynecologic cancers, including ovarian and endometrial

malignancies;

○ LYMPHIR administered prior to commercial CD19-directed CAR-T therapy in patients with high-risk relapsed or refractory diffuse large

B-cell lymphoma (DLBCL), with positive topline safety and efficacy results; and,

● Continued FDA engagement on Mino-Lok®, an antibiotic lock solution to salvage catheters in patients with catheter-related bloodstream

infections, and on Halo-Lido (CITI-002), a topical formulation for hemorrhoids.

Fiscal Second Quarter 2026 Financial Highlights and Subsequent Events

● Cash and cash equivalents of $4.6 million as of March 31, 2026;

● Citius Pharma closed a $5 million registered direct offering in April 2026;

● Citius Oncology secured up to $36.5 million in financing subsequent to quarter end, consisting of:

○ $11.5 million in gross proceeds received May 5, 2026 from the exercise of certain outstanding warrants;

○ a loan agreement of up to $25 million from Avenue Capital Group, with $10 million in gross proceeds funded at close on May 6, 2026,

and up to $15 million available in subsequent tranches pending certain revenue and liquidity milestones; and,

● Citius Pharma and Citius Oncology collectively expect to have sufficient funds to continue operations through November 2026;

● Net product revenues of $1.7 million for the three months ended March 31, 2026, compared to no revenue

in the three months ended March 31, 2025, and $5.6 million for the six months ended March 31, 2026, compared to no revenue in the six

months ended March 31, 2025; quarter over quarter decline reflects larger initial orders from specialty distributors at launch in the

first quarter;

● Gross profit of $1.3 million for the three months ended March 31, 2026, and $4.5 million for the six months

ended March 31, 2026; approximately 80% in both periods, reflecting continued commercial progress since the December 2025 launch of LYMPHIR;

2

● R&D expenses of $1.6 million for the three months ended March 31, 2026, compared to $3.8 million for the three months ended March

31, 2025; and $3.2 million for the six months ended March 31, 2026, compared to $5.9 million for the six months ended March 31, 2025.

The decrease in both periods primarily reflects reduced clinical development activity, as the prior-year periods included costs for a

pre-license inspection batch of LYMPHIR previously manufactured;

● G&A expenses of $26.4 million for the three months ended March 31, 2026, compared to $4.8 million for the three months ended March

31, 2025, primarily driven by a $19.7 million one-time CMO contract cancellation charge. G&A expenses were $32.1 million for the six

months ended March 31, 2026, compared to $10.2 million for the six months ended March 31, 2025;

● Stock-based compensation expense was $3.8 million for the three months ended March 31, 2026, compared to $2.7 million for the three

months ended March 31, 2025. For the six months ended March 31, 2026, stock-based compensation was $8.1 million, compared to $5.2 million

for the six months ended March 31, 2025;

● Recognized a gain of $3.8 million from the sale of New Jersey state net operating losses under the New Jersey Technology Business

Tax Certificate Transfer Program; and,

● Net loss applicable to common stockholders of $21.2 million, or $(0.95) per share, for the three months ended March 31, 2026, compared

to $10.9 million, or $(1.27) per share, for the three months ended March 31, 2025; and $29.5 million, or $(1.34) per share, for the six

months ended March 31, 2026, compared to $20.7 million, or $(2.58) per share, for the six months ended March 31, 2025.

About Citius Oncology, Inc.

Citius Oncology, Inc. (Nasdaq: CTOR) is a platform

to develop and commercialize novel targeted oncology therapies. In December 2025, Citius Oncology launched LYMPHIR, approved by the FDA

for the treatment of adults with relapsed or refractory Stage I–III CTCL who had had at least one prior systemic therapy. Management

estimates the initial market for LYMPHIR currently exceeds $400 million, is growing, and is underserved by existing therapies. Robust

intellectual property protections that span orphan drug designation, complex technology, trade secrets and pending patents for immuno-oncology

use as a combination therapy with checkpoint inhibitors would further support Citius Oncology’s competitive positioning. For more

information, please visit www.citiusonc.com.

About Citius Pharmaceuticals, Inc.

Citius Pharmaceuticals, Inc. (Nasdaq: CTXR) is

a biopharmaceutical company dedicated to the development and commercialization of first-in-class critical care products. Citius Pharma

owns approximately 71% of Citius Oncology. In December 2025, Citius Oncology launched LYMPHIR, a targeted immunotherapy for the treatment

of adults with relapsed or refractory Stage I–III CTCL who had had at least one prior systemic therapy. Citius Pharma’s late-stage

pipeline also includes Mino-Lok®, a catheter lock solution to salvage catheters in patients with catheter-related bloodstream

infections, and CITI-002 (Halo-Lido), a topical formulation for the relief of hemorrhoids. A pivotal Phase 3 trial for Mino-Lok and a

Phase 2b trial for Halo-Lido were completed in 2023. Mino-Lok met primary and secondary endpoints of its Phase 3 trial. Citius Pharma

is actively engaged with the FDA to outline next steps for both programs. For more information, please visit www.citiuspharma.com.

3

Forward-Looking Statements

This press release may contain “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

Such statements are made based on our expectations and beliefs concerning future events impacting Citius Pharmaceuticals. You can identify

these statements by the fact that they use words such as “will,” “anticipate,” “estimate,” “expect,”

“plan,” “should,” and “may” and other words and terms of similar meaning or use of future dates. Forward-looking

statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our

business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from those

currently anticipated are: our need for substantial additional funds and our ability to raise additional money to fund our operations

for at least the next 12 months as a going concern; our ability to obtain, perform under and maintain financing, strategic and third party

agreements and relationships, including obtaining a new bulk drug substance supplier; our ability to regain compliance with Nasdaq’s

continued listing standards; our ability to successfully commercialize LYMPHIR and establish a sustainable revenue stream; the estimated

markets for LYMPHIR and our product candidates and the acceptance thereof by any market; our ability to secure strategic partnerships

and expand international access to LYMPHIR; our ability to use the latest technology to support our commercialization efforts for LYMPHIR;

physician and patient acceptance of LYMPHIR in a competitive treatment landscape; our reliance on third-party logistics providers, distributors,

and specialty pharmacies to support commercial operations; our ability to educate providers and payers, secure adequate reimbursement,

and maintain uninterrupted product supply; post-marketing requirements and ongoing regulatory compliance related to LYMPHIR; the ability

of LYMPHIR and our product candidates to impact the quality of life of our target patient populations; risks relating to the results of

research and development activities, including those from any new pipeline assets; our ability to procure cGMP commercial-scale supply;

market and other conditions; risks related to our growth strategy; patent and intellectual property matters; government regulation; as

well as other risks described in our Securities and Exchange Commission (“SEC”) filings. These risks have been and may be

further impacted by any future public health risks. Accordingly, these forward-looking statements do not constitute guarantees of future

performance, and you are cautioned not to place undue reliance on these forward-looking statements. Risks regarding our business are described

in detail in our SEC filings which are available on the SEC’s website at www.sec.gov,

including in Citius Oncology’s Annual Report on Form 10-K for the year ended September 30, 2025, filed with the SEC on December

23, 2025 and as amended on January 28, 2026. These forward-looking statements speak only as of the date hereof, and we expressly disclaim

any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect

any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required

by law.

Investor Contact:

Ilanit Allen

ir@citiuspharma.com

908-967-6677 x113

Media Contact:

STiR-communications

Greg Salsburg

Greg@STiR-communications.com

– Financial Tables Follow –

4

CITIUS PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED  BALANCE SHEETS

(Unaudited)

March 31,

September 30,

2026

2025

ASSETS

Current Assets:

Cash and cash equivalents

$ 4,590,174

$ 4,252,290

Accounts receivable, net of allowances

1,079,055

-

Inventory

22,659,590

22,286,693

Prepaid expenses

3,356,882

1,395,490

Total Current Assets

31,685,701

27,934,473

Operating lease right-of-use asset, net

794,518

818,694

Deposits

38,062

38,062

In-process research and development, net of accumulated amortization

90,506,250

92,800,000

Deferred financing costs

169,252

-

Goodwill

9,346,796

9,346,796

Total Other Assets

100,060,360

102,184,858

Total Assets

$ 132,540,579

$ 130,938,025

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Accounts payable

$ 9,453,803

$ 13,693,692

License payable

17,650,000

22,650,000

Accrued expenses

24,138,264

4,190,253

Accrued compensation

3,602,007

3,292,447

Note payable

-

1,000,000

Operating lease liability

171,495

88,348

Total Current Liabilities

55,015,569

44,914,740

Deferred tax liability

7,803,790

7,770,760

Operating lease liability – noncurrent

636,667

724,925

Total Liabilities

63,456,026

53,410,425

Commitments and Contingencies

Stockholders’ Equity:

Preferred stock - $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding

-

-

Common stock - $0.001 par value; 250,000,000 shares authorized; 22,376,427 and 18,067,744 shares issued and outstanding at March 31, 2026 and September 30, 2025, respectively

22,376

18,068

Additional paid-in capital

329,775,214

306,336,239

Accumulated deficit

(268,256,054 )

(238,804,129 )

Total Citius Pharmaceuticals, Inc. Stockholders’ Equity

61,541,536

67,550,178

Non-controlling interest

7,543,017

9,977,422

Total Equity

69,084,553

77,527,600

Total Liabilities and Equity

$ 132,540,579

$ 130,938,025

5

CITIUS PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED MARCH 31,

2026 AND 2025

(Unaudited)

Three Months Ended

Six Months Ended

March 31,

March 31,

March 31,

March 31,

2026

2025

2026

2025

Revenues

$ 1,667,298

$ —

$ 5,611,409

$ —

Cost of revenues

(328,878 )

(1,118,086 )

Gross Profit

1,338,420

4,493,323

Operating Expenses

Research and development

1,633,518

3,766,525

3,233,237

5,893,563

Amortization of in-process research and development

1,720,312

2,293,750

General and administrative

26,391,101

4,792,122

32,111,828

10,179,874

Stock-based compensation – general and administrative

3,788,275

2,702,031

8,068,502

5,226,855

Total Operating Expenses

33,533,206

11,260.678

45,707,317

21,300,292

Operating Loss

(32,194,786 )

(11,260,678 )

(41,213,994 )

(21,300,292 )

Other Income (Expense)

Interest income

53,584

13,413

98,681

36,021

Gain on sale of New Jersey net operating losses

3,833,277

3,833,277

Interest expense

(33,031 )

(188,569 )

Total Other Income, Net

3,853,830

13,413

3,743,389

36,021

Loss before Income Taxes

(28,340,956 )

(11,247,265 )

(37,470,605 )

(21,264,271 )

Income tax expense (benefit)

(231,210 )

264,240

33,030

528,480

Net Loss

(28,109,746 )

(11,511,505 )

(37,503,635 )

(21,792,751 )

Net loss attributable to non-controlling interest

6,878,606

595,000

8,051,710

1,108,000

Net loss applicable to common stockholders

$ (21,231,140 )

$ (10,916,505 )

$ (29,451,925 )

$ (20,684,751 )

Net Loss Per Share - Basic and Diluted

$ (0.95 )

$ (1.27 )

$ (1.34 )

$ (2.58 )

Weighted Average Common Shares Outstanding

Basic and diluted (includes pre-funded warrants from the October 2025 offering)

22,376,427

8,581,207

21,931,009

8,029,834

6

CITIUS PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND

2025

(Unaudited)

2026

2025

Cash Flows From Operating Activities:

Net loss

$ (37,503,635 )

$ (21,792,751 )

Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation expense

8,068,502

5,226,855

Issuance of common stock for services

107,510

-

Issuance of common stock warrant

68,597

-

Amortization of in-process research and development

2,293,750

-

Amortization (accretion) of operating lease right-of-use asset

24,176

110,845

Deferred income tax expense

33,030

528,480

Changes in operating assets and liabilities:

Accounts receivable, net of allowances

(1,079,055 )

-

Inventory

(372,897 )

(7,070,487 )

Prepaid expenses

(1,961,392 )

(308,791 )

Accounts payable

(4,239,889 )

4,441,023

Accrued expenses

19,948,011

8,762,217

Accrued compensation

309,560

955,048

Operating lease liability

(5,111 )

(117,767 )

Net Cash Used In Operating Activities

(14,308,843 )

(9,265,328 )

Cash Flows From Investing Activities:

License fee payments

(5,000,000 )

Net Cash Used in Investing Activities

(5,000,000 )

Cash Flows From Financing Activities:

Repayment of note payable

(1,000,000 )

Deferred financing costs

(169,252 )

Proceeds from exercise of Citius Oncology pre-funded warrants

818

Net proceeds from common stock offerings

20,815,161

6,039,858

Net Cash Provided By Financing Activities

19,646,727

6,039,858

Net Change in Cash and Cash Equivalents

337,884

(3,225,470 )

Cash and Cash Equivalents - Beginning of Period

4,252,290

3,251,880

Cash and Cash Equivalents - End of Period

$ 4,590,174

$ 26,410

Supplemental Disclosures of Cash Flow Information and Non-cash Transactions:

Interest paid

$ 105,310

$ —

Operating lease right-of-use asset and liability recorded

$ —

$ 786,697

7

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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