Full Press Release Details
Citius Announces $7.5 Million Registered
Priced At-the-Market under Nasdaq Rules
Cranford, NJ, May 14, 2020 - Citius Pharmaceuticals Inc.
(Nasdaq: CTXR), a specialty pharmaceutical company focused on adjunctive cancer care and critical care drug products, today announced
that it has entered into definitive agreements with several institutional and accredited investors for the purchase of 7,058,824
shares of its common stock, at a purchase price per share of $1.0625 for gross proceeds of approximately $7.5 million, in a registered
direct offering priced at-the-market under Nasdaq rules. Additionally, Citius has also agreed to issue to the investors unregistered
warrants to purchase up to 3,529,412 shares of its common stock. The closing of the offering is expected to take place on or about
May 18, 2020, subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The warrants have an exercise price of $1.00 per share, will
be immediately exercisable, and will expire five and one-half years from the issue date.
Citius intends to use the net proceeds from the offering for
general corporate purposes, including clinical trial expenses, research and development expenses, manufacturing expenses and general
and administrative expenses.
The shares of common stock described above (but not the warrants
or the shares of common stock underlying the warrants) are being offered pursuant to a "shelf" registration statement
(File No. 333-221492) filed with the Securities and Exchange Commission (SEC) and declared effective on December 15, 2017. Such
shares of common stock may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective
registration statement. A final prospectus supplement and the accompanying prospectus relating to the offering of the shares of
common stock will be filed with the SEC and be available at the SEC's website at www.sec.gov. Electronic copies of the prospectus
supplement and the accompanying prospectus relating to the offering of the shares of common stock may also be obtained, when available,
by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by emailing placements@hcwco.com
or by calling 646-975-6996.
The warrants described above were offered in a private placement
under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder
and, along with the shares of common stock underlying the warrants, have not been registered under the Act, or applicable state
securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States
except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act
and such applicable state securities laws.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in
any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About Citius Pharmaceuticals, Inc.
Citius is a late-stage specialty pharmaceutical company dedicated
to the development and commercialization of critical care products, with a focus on anti-infectives and cancer care. For more information,
please visit www.citiuspharma.com.
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," "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: risks related to market conditions, the completion of the common stock and warrant financing,
including the satisfaction of the closing conditions, and the use of anticipated proceeds; risks associated with conducting clinical
trials and drug development; the estimated markets for our product candidates and the acceptance thereof by any market; risks related
to our growth strategy; risks relating to the results of research and development activities; uncertainties relating to preclinical
and clinical testing; the early stage of products under development; our ability to obtain, perform under and maintain financing
and strategic agreements and relationships; our ability to identify, acquire, close and integrate product candidates and companies
successfully and on a timely basis; our dependence on third-party suppliers; our ability to attract, integrate, and retain key
personnel; our need for substantial additional funds; government regulation; patent and intellectual property matters; competition;
as well as other risks described in our SEC filings. 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.
Vice President, Corporate Development