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Form 8-K

sec.gov

8-K — Citius Pharmaceuticals, Inc.

Accession: 0001213900-26-090181

Filed: 2026-08-14

Period: 2026-08-14

CIK: 0001506251

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0302227-8k_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) August 14, 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

August 14, 2026, Citius Pharmaceuticals, Inc. issued a press release announcing its results of operations for the third 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 August 14, 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: August 14, 2026

CITIUS PHARMACEUTICALS, INC.

By:

/s/ Leonard

Mazur

Leonard Mazur

Chairman and Chief Executive Officer

2

EX-99.1 — PRESS RELEASE, DATED AUGUST 14, 2026

EX-99.1

Filename: ea030222701ex99-1.htm · Sequence: 2

Exhibit 99.1

Citius

Pharmaceuticals, Inc. Reports Fiscal Third Quarter 2026 Financial Results and Provides Business Update

$7.1

Million in revenue for the first nine months of fiscal 2026 from commercial sales of LYMPHIR®

$17

million in cash and cash equivalents as of June 30, 2026

Expanded

LYMPHIR commercial and medical affairs organizations deployed nationwide

CRANFORD,

N.J., August 14, 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

financial results for the fiscal third quarter ended June 30, 2026, and provided a business update, including progress at its majority-owned

subsidiary, Citius Oncology, Inc. (Nasdaq: CTOR).

“The

LYMPHIR launch continued to build momentum in our fiscal third quarter and remains the primary driver of our business. The number of

institutional vial orders increased, new institutions placed orders, and LYMPHIR became available at 44 leading academic oncology centers,

NCCN institutions and community infusion centers. These indicators demonstrate meaningful progress in formulary access and treatment-driven

demand as physicians gain familiarity with LYMPHIR’s differentiated clinical profile,” said Leonard Mazur, Chairman and Chief

Executive Officer of Citius Pharma and Citius Oncology.

“Following

the quarter end, we completed the nationwide deployment of Citius Oncology’s expanded commercial and medical affairs teams, which

now total 29 professionals. These teams are positioned to leverage the existing platform established to support LYMPHIR’s success,

including patient hub services, marketing, reimbursement support, and market access. We believe our expanded organization will facilitate

increased engagement with priority treatment centers, support formulary adoption and broaden access for eligible patients as the launch

matures,” added Mazur.

“We

also continued to advance LYMPHIR’s longer-term value proposition. Phase 1 investigator-initiated data presented at ASCO demonstrated

encouraging clinical activity and durable responses for LYMPHIR in combination with pembrolizumab in heavily pre-treated gynecologic

malignancies. Additionally, Phase 1 data of LYMPHIR administered prior to CAR-T therapy in high-risk relapsed or refractory DLBCL, presented

at the 2026 ASTCT® & CIBMTR® Tandem Meetings, showed an 86% objective response rate, including 57%

complete response, with no dose-limiting toxicities observed. These positive signals point to LYMPHIR’s potential beyond cutaneous

T-cell lymphoma. As we scale, we remain focused on disciplined execution and building the long-term sustainable value of LYMPHIR,”

concluded Mazur.

Fiscal

Third Quarter 2026 Business Highlights and Subsequent Developments

● Continued

commercial momentum for LYMPHIR, with availability in 44 institutions, including academic

oncology centers, leading National Comprehensive Cancer Network (NCCN) institutions and community

infusion centers;

● Increased

the number of new institutions ordering LYMPHIR by 80% and grew institutional vial orders

from wholesalers by 31%;

● Drove

continued institutional demand growth in July, with 383 vials ordered by institutions from

wholesalers, the largest vial order month to date;

● Secured

near universal payer coverage, with no reimbursement denials or preauthorization barriers

reported to date;

● Expanded

Citius Oncology’s commercial organization by 21 commercial field-based professionals

and added eight medical science liaisons, with nationwide deployment completed in August

2026 through EVERSANA, the Company’s exclusive commercialization partner;

● Advanced

Phase 1 investigator-initiated trials:

○ Data

were presented at the 2026 American Society of Clinical Oncology (ASCO) Annual Meeting evaluating

LYMPHIR in combination with pembrolizumab in recurrent or refractory gynecologic malignancies:

- 24%

overall response rate (ORR) and a 48% clinical benefit rate, and

- median

progression-free survival of 20.5 months among patients achieving clinical benefit;

○ Data

were presented at the 2026 ASTCT® & CIBMTR® Tandem Meetings evaluating LYMPHIR administered

prior to CAR-T therapy in high-risk relapsed or refractory diffuse large B-cell lymphoma (DLBCL):

- 86%

ORR, including 57% complete response (CR) and 29% partial response (PR),

- LYMPHIR

was well-tolerated with no dose-limiting toxicities observed;

● Closed

a registered direct offering in April 2026 for net proceeds of approximately $4.5 million;

● Received

approximately $9.7 million in net proceeds from the exercise of certain warrants and funded

$10.0 million under the first tranche of a Citius Oncology senior secured term loan facility

of up to $25.0 million; and,

● Citius

Oncology appointed Jonathan Peri, Ph.D., J.D., as an independent director, effective August

10, 2026, expanding the board to nine members.

2

Fiscal

Third Quarter 2026 Financial Highlights and Subsequent Developments

● Cash

and cash equivalents of $17.0 million as of June 30, 2026;

● Revenues

of $1.5 million for the three months ended June 30, 2026, compared with no revenue for the

three months ended June 30, 2025; and $7.1 million for the nine months ended June 30, 2026,

compared with no revenue for the nine months ended June 30, 2025;

● Gross

profit of $1.0 million for the three months ended June 30, 2026, representing a gross margin

of approximately 67%, and $5.5 million for the nine months ended June 30, 2026, representing

a gross margin of approximately 77%;

● Research

and development expenses of $1.1 million for the three months ended June 30, 2026, compared

with $1.6 million for the three months ended June 30, 2025; and $4.3 million for the nine

months ended June 30, 2026, compared with $7.5 million for the nine months ended June 30,

2025;

● General

and administrative expenses of $6.1 million for the three months ended June 30, 2026, compared

with $4.4 million for the three months ended June 30, 2025. General and administrative expenses

were $38.3 million for the nine months ended June 30, 2026, compared with $14.6 million for

the nine months ended June 30, 2025. The nine-month increase primarily reflects a non-recurring

$19.7 million contract cancellation charge recognized in March 2026 and increased expenses

related to the commercial launch of LYMPHIR;

● Stock-based

compensation expense of $3.8 million for the three months ended June 30, 2026, compared with

$2.7 million for the three months ended June 30, 2025; and $11.9 million for the nine months

ended June 30, 2026, compared with $7.9 million for the nine months ended June 30, 2025;

and,

● Net

loss applicable to common stockholders of $8.9 million, or $(0.34) per share, for the three

months ended June 30, 2026, compared with $8.8 million, or $(0.80) per share, for the three

months ended June 30, 2025; and $38.3 million, or $(1.64) per share, for the nine months

ended June 30, 2026, compared with $29.5 million, or $(3.27) per share, for the nine months

ended June 30, 2025.

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 62% 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.

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.

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 Pharma. 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 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

obtain, perform under and maintain financing, strategic and third party agreements and relationships, including obtaining a new bulk

drug substance supplier; 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 ability to obtain regulatory approval for and commercialize or enter into strategic partnerships with respect

to Mino-Lok and Halo-Lido; 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. 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 Pharma’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)

June 30,

September 30,

2026

2025

ASSETS

Current Assets:

Cash and cash equivalents

$ 17,007,523

$ 4,252,290

Accounts receivable, net of allowances

686,235

-

Inventory

22,625,945

22,286,693

Prepaid expenses

3,011,660

1,395,490

Total Current Assets

43,331,363

27,934,473

Operating lease right-of-use asset, net

753,039

818,694

Deposits

38,062

38,062

In-process research and development, net of accumulated amortization

88,785,938

92,800,000

Goodwill

9,346,796

9,346,796

Total Other Assets

98,170,796

102,184,858

Total Assets

$ 142,255,198

$ 130,938,025

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Accounts payable

$ 8,037,899

$ 13,693,692

License payable

15,650,000

22,650,000

Accrued expenses

25,913,962

4,190,253

Accrued compensation

1,871,320

3,292,447

Note payable

-

1,000,000

Operating lease liability

176,170

88,348

Total Current Liabilities

51,649,351

44,914,740

Deferred tax liability

7,696,443

7,770,760

Notes payable, net of deferred financing fees

6,410,161

-

Operating lease liability – noncurrent

590,787

724,925

Total Liabilities

66,346,742

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; 27,452,570 and 18,067,744 shares issued and outstanding at June 30, 2026 and September 30, 2025, respectively

27,452

18,068

Additional paid-in capital

343,704,577

306,336,239

Accumulated deficit

(277,118,897 )

(238,804,129 )

Total Citius Pharmaceuticals, Inc. Stockholders’ Equity

66,613,132

67,550,178

Non-controlling interest

9,295,324

9,977,422

Total Equity

75,908,456

77,527,600

Total Liabilities and Equity

$ 142,255,198

$ 130,938,025

5

CITIUS

PHARMACEUTICALS, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR

THE THREE AND NINE MONTHS ENDED JUNE 30, 2026 AND 2025

(Unaudited)

Three Months Ended

Nine Months Ended

June 30,

June 30,

June 30,

June 30,

2026

2025

2026

2025

Revenues

$ 1,493,788

$ —

$ 7,105,197

$ —

Cost of revenues

(491,843 )

(1,609,929 )

Gross Profit

1,001,945

5,495,268

Operating Expenses

Research and development

1,053,869

1,621,325

4,287,106

7,514,888

Amortization of in-process research and development

1,720,312

4,014,062

General and administrative

6,149,173

4,447,008

38,261,001

14,626,882

Stock-based compensation – general and administrative

3,810,665

2,719,674

11,879,167

7,946,529

Total Operating Expenses

12,734,019

8,788,007

58,441,336

30,088,299

Operating Loss

(11,732,074 )

(8,788,007 )

(52,946,068 )

(30,088,299 )

Other Income (Expense)

Interest income

116,691

20,637

215,372

56,658

Gain on sale of New Jersey net operating losses

3,833,277

Amortization of deferred financing costs

(179,492 )

(179,492 )

Interest expense

(231,732 )

(172,262 )

(420,301 )

(172,262 )

Total Other Income (Expense), Net

(294,533 )

(151,625 )

3,448,856

(115,604 )

Loss before Income Taxes

(12,026,607 )

(8,939,632 )

(49,497,212 )

(30,203,903 )

Income tax expense (benefit)

(107,347 )

264,240

(74,317 )

792,720

Net Loss

(11,919,260 )

(9,203,872 )

(49,422,895 )

(30,996,623 )

Net loss attributable to non-controlling interest

3,056,417

414,000

11,108,127

1,522,000

Net loss applicable to common stockholders

$ (8,862,843 )

$ (8,789,872 )

$ (38,314,768 )

$ (29,474,623 )

Net Loss Per Share - Basic and Diluted

$ (0.34 )

$ (0.80 )

$ (1.64 )

$ (3.27 )

Weighted Average Common Shares Outstanding

Basic and diluted (includes pre-funded warrants)

26,169,589

11,006,896

23,343,869

9,020,356

6

CITIUS

PHARMACEUTICALS, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR

THE NINE MONTHS ENDED JUNE 30, 2026 AND 2025

(Unaudited)

2026

2025

Cash Flows From Operating Activities:

Net loss

$ (49,422,895 )

$ (30,996,623 )

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

Stock-based compensation expense

11,879,167

7,946,529

Issuance of common stock for services

107,510

Issuance of common stock warrant

68,597

Amortization of in-process research and development

4,014,062

Amortization of operating lease right-of-use asset

65,655

152,212

Amortization of deferred financing costs

179,492

Deferred income tax expense (benefit)

(74,317 )

792,720

Changes in operating assets and liabilities:

Accounts receivable, net of allowances

(686,235 )

Inventory

(339,252 )

(8,940,201 )

Prepaid expenses

(1,616,170 )

1,386,824

Accounts payable

(5,655,793 )

5,166,831

Accrued expenses

19,961,209

8,506,648

Accrued compensation

(1,421,127 )

1,481,023

Operating lease liability

(46,316 )

(167,911 )

Net Cash Used In Operating Activities

(22,986,413 )

(14,671,948 )

Cash Flows From Investing Activities:

License fee payments

(7,000,000 )

Net Cash Used in Investing Activities

(7,000,000 )

Cash Flows From Financing Activities:

Proceeds from (repayment of) note payable and advance from employee

(1,000,000 )

1,300,000

Repayment of advance from employee

(300,000 )

Net proceeds from loan agreement

9,635,000

Proceeds from exercise of warrants

9,731,103

Deferred Financing Costs

(892,551 )

Proceeds from sale of Series A preferred stock

100

Redemption of Series A preferred stock

(100 )

Net proceeds from common stock offerings

25,268,094

16,509,194

Net Cash Provided By Financing Activities

42,741,646

17,509,194

Net Change in Cash and Cash Equivalents

12,755,233

2,837,246

Cash and Cash Equivalents - Beginning of Period

4,252,290

3,251,880

Cash and Cash Equivalents - End of Period

$ 17,007,523

$ 6,089,126

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

Interest paid

$ 303,644

$ —

Operating lease right-of-use asset and liability recorded

$ —

$ 786,697

Warrants issued for loan agreement included in deferred financing costs

$ 749,280

$ —

Deferred financing costs included in accrued expenses

$ 1,762,500

$ —

7

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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-Name Exchange Act

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Indicate if registrant meets the emerging growth company criteria.

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-Name Exchange Act

-Number 240

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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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- Definition

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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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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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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-Publisher SEC

-Name Exchange Act

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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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-Number 240

-Section 13e

-Subsection 4c

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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 Exchange Act

-Number 240

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-Subsection b

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Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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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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- Definition

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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-Name Securities Act

-Number 230

-Section 425

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