UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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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 3.02. Unregistered Sales of Equity Securities.
As previously disclosed, Citius Pharmaceuticals, Inc. (the “Company”) closed a registered direct offering of common stock and a concurrent private placement of pre-funded warrants, common warrants and placement agent warrants. The disclosure set forth under Item 1.01 of the Current Report on Form 8 K filed by the Company on April 24, 2026 is incorporated by reference into this Item 3.02.
Item 8.01. Other Events.
On April 29, 2026, Citius Oncology, Inc. (Nasdaq: CTOR), the Company’s majority-owned subsidiary, issued a press release announcing the initial shipment of LYMPHIR™ (denileukin diftitox-cxdl) to Europe through one of its regional distribution partners. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release, dated April 29, 2026. | |
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
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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: April 29, 2026 | CITIUS PHARMACEUTICALS, INC. | |
| By: | /s/ Leonard Mazur | |
| Leonard Mazur | ||
| Chairman and Chief Executive Officer | ||
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