CRANFORD, N.J., Nov. 22,
2024 /PRNewswire/ -- Citius Pharmaceuticals, Inc.
("Citius Pharma" or the "Company") (Nasdaq: CTXR) announced today
that it will be executing a reverse stock split of its common
stock, par value $0.001 per share, at
a ratio of 1-for-25 ("Reverse Stock Split"). Pursuant to the laws
of the State of Nevada and subject
to prior approval by the Company's Board of Directors, Citius
Pharma was not required to obtain shareholder approval to
effectuate the Reverse Stock Split. The Reverse Stock Split will
become effective at 5:00 pm Eastern
Time on November 25, 2024. The
Company's common stock will begin trading on the Nasdaq Capital
Market on a split-adjusted basis beginning upon market open on
November 26, 2024, under the
Company's existing trading symbol "CTXR" with the new CUSIP number
17322U306.
The Reverse Stock Split is intended to increase the per share
trading price of Citius Pharma's common stock to regain compliance
with the minimum bid price requirement of $1.00 per share of common stock for continued
listing on the Nasdaq Capital Market. Under Section 78.207 of the
Nevada Revised Statutes, the Company may decrease its authorized
shares of Common Stock and correspondingly decrease the number of
issued and outstanding shares of Common Stock by resolution adopted
by the Board of Directors, without obtaining the approval of the
stockholders. The Reverse Stock Split was approved by the Company's
Board of Directors pursuant to the Nevada Revised Statutes and was
effectuated by the filing of a Certificate of Change with office of
the Nevada Secretary of State.
At the effective time of the Reverse Stock Split, every
twenty-five (25) issued and outstanding shares of the Company's
common stock will be combined automatically into one (1) share of
the Company's common stock without any change in the par value per
share. No fractional shares will be issued in connection with the
reverse stock split, and any fractional shares resulting from the
Reverse Stock Split will be rounded up to the nearest whole share
at the participant level.
The reverse stock split will reduce the number of authorized
shares of the Company's common stock from 400 million shares to 16
million shares and the ownership percentage of each stockholder
will remain unchanged other than as a result of the rounding of
fractional shares. The Reverse Stock Split will reduce the number
of issued and outstanding shares of the Company's common stock from
approximately 193 million to approximately 7.7 million.
In addition, the Reverse Stock Split will apply to the Company's
common stock issuable upon the exercise of the Company's
outstanding warrants and stock options, with proportionate
adjustments to be made to the exercise prices thereof and under the
Company's equity incentive plans, as applicable.
The Company's transfer agent, VStock Transfer LLC, will act as
the exchange agent for the reverse stock split. Stockholders
holding their shares in book-entry form or in "street name" through
a bank, broker, or other nominee will not need to take any action
in connection with the reverse stock split.
About Citius Pharmaceuticals,
Inc.
Citius Pharmaceuticals, Inc. is a biopharmaceutical company
dedicated to the development and commercialization of
first-in-class critical care products. In August 2024, the FDA approved LYMPHIR™, a
targeted immunotherapy for an initial indication in the treatment
of cutaneous T-cell lymphoma. Citius Pharma's late-stage pipeline
also includes Mino-Lok®, an antibiotic 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 is actively engaged with the FDA to
outline next steps for both programs. Citius Pharmaceuticals owns
92% of Citius Oncology. For more information, please visit
www.citiuspharma.com.
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. 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, and, unless noted otherwise, that
apply to Citius Pharma and Citius Oncology, are: the potential
impact of the reverse split on the bid price of the Company's
common stock; Citius Pharma's ability to regain compliance with and
continue to meet Nasdaq's continued listing standards; our ability
to raise additional money to fund our operations for at least the
next 12 months as a going concern; risks relating to the results of
research and development activities, including those from our
existing and any new pipeline assets; risks related to research
using our assets but conducted by third parties; our ability to
commercialize LYMPHIR and any of our other product candidates that
may be approved by the FDA; the estimated markets for our product
candidates and the acceptance thereof by any market; the ability of
our product candidates to impact the quality of life of our target
patient populations; our dependence on third-party suppliers; our
ability to procure cGMP commercial-scale supply; our ability to
obtain, perform under and maintain financing and strategic
agreements and relationships; uncertainties relating to preclinical
and clinical testing; the early stage of products under
development; market and other conditions; risks related to our
growth strategy; patent and intellectual property matters; our
ability to identify, acquire, close and integrate product
candidates and companies successfully and on a timely basis;
government regulation; competition; as well as other risks
described in our 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 Securities and Exchange
Commission ("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,
2023, filed with the SEC on December
29, 2023, as updated by our subsequent filings with the
Securities and Exchange Commission. 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 Relations for Citius
Pharmaceuticals:
Investor Contact:
Ilanit
Allen
ir@citiuspharma.com
908-967-6677 x113
Media Contact:
STiR-communications
Greg Salsburg
Greg@STiR-communications.com
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SOURCE Citius Pharmaceuticals, Inc.