Citius Pharmaceuticals, Inc. 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-38174 Citius Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 27-3425913 ( State or other jurisdiction of incorporation or organization ) ( IRS Employer Identification No. ) 11 Commerce Drive , First Floor , Cranford , NJ 07016 ( Address of principal executive offices ) ( Zip code ) (908) 967-6677 ( Registrant’s telephone number, including area code ) 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 Nasdaq Capital Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of February 10, 2023 , there were 146,257,797 shares of common stock, $0.001 par value, of the registrant issued and outstanding. Citius Pharmaceuticals, Inc. FORM 10-Q TABLE OF CONTENTS December 31, 2022 Page PART I. FINANCIAL INFORMATION: 1 Item 1. Financial Statements (Unaudited) 1 Condensed Consolidated Balance Sheets at December 31, 2022 and September 30, 2022 1 Condensed Consolidated Statements of Operations for the Three Months Ended December 31, 2022 and 2021 2 Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended December 31, 2022 and 2021 3 Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2022 and 2021 4 Notes to Condensed Consolidated Financial Statements 5 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 14 Item 3. Quantitative and Qualitative Disclosures about Market Risk 19 Item 4. Controls and Procedures 19 PART II. OTHER INFORMATION 20 Item 1. Legal Proceedings 20 Item 1A. Risk Factors 20 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20 Item 3. Defaults Upon Senior Securities 20 Item 4. Mine Safety Disclosures 20 Item 5. Other Information 20 Item 6. Exhibits 21 SIGNATURES 22 i EXPLANATORY NOTE In this Quarterly Report on Form 10-Q, and unless the context otherwise requires, the “Company,” “we,” “us,” and “our” refer to Citius Pharmaceuticals, Inc. and its wholly-owned subsidiaries Citius Pharmaceuticals, LLC, Leonard-Meron Biosciences, Inc., Citius Acquisition Corp., and its majority-owned subsidiary, NoveCite, Inc., taken as a whole. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains “forward-looking statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors discussed from time to time in this Report and in other documents which we file with the Securities and Exchange Commission. In addition, such statements could be affected by risks and uncertainties related to: ● the cost, timing and results of our pre-clinical and clinical trials; ● our ability to raise funds for general corporate purposes and operations, including our pre-clinical and clinical trials; ● our ability to obtain and maintain required regulatory approvals for our product candidates; ● the commercial feasibility and success of our technology and product candidates; ● our ability to recruit and retain qualified management and scientific and technical personnel to carry out our operations; and ● the other factors discussed in the “Risk Factors” section of our most recent Annual Report on Form 10-K and elsewhere in this report. Any forward-looking statements speak only as of the date on which they are made, and except as may be required under applicable securities laws, we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the filing date of this Report. ii PART I - FINANCIAL INFORMATION Item 1. Financial Statements CITIUS PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) December 31, September 30, 2022 2022 ASSETS Current Assets: Cash and cash equivalents $ 36,887,251 $ 41,711,690 Prepaid expenses 5,430,125 2,852,580 Total Current Assets 42,317,376 44,564,270 Property and equipment, net 3,370 4,100 Operating lease right-of-use asset, net 599,617 646,074 Other Assets: Deposits 38,062 38,062 In-process research and development 59,400,000 59,400,000 Goodwill 9,346,796 9,346,796 Total Other Assets 68,784,858 68,784,858 Total Assets $ 111,705,221 $ 113,999,302 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 1,537,578 $ 1,165,378 Accrued expenses 690,402 1,405,394 Accrued compensation 2,107,014 1,762,251 Operating lease liability 202,178 196,989 Total Current Liabilities 4,537,172 4,530,012 Deferred tax liability 5,705,800 5,561,800 Operating lease liability – noncurrent 428,568 481,245 Total Liabilities 10,671,540 10,573,057 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; 400,000,000 shares authorized; 146,211,130 shares issued and outstanding at December 31, 2022 and September 30, 2022 146,211 146,211 Additional paid-in capital 233,569,202 232,368,121 Accumulated deficit ( 133,282,112 ) ( 129,688,467 ) Total Citius Pharmaceuticals, Inc. Stockholders’ Equity 100,433,301 102,825,865 Non-controlling interest 600,380 600,380 Total Equity 101,033,681 103,426,245 Total Liabilities and Equity $ 111,705,221 $ 113,999,302 See notes to unaudited condensed consolidated financial statements. 1 CITIUS PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2022 AND 2021 (Unaudited) Three Months Ended December 31, December 31, 2022 2021 Revenues $ — $ — Operating Expenses Research and development 3,445,515 5,457,849 General and administrative 2,603,287 2,896,749 Stock-based compensation – general and administrative 1,201,081 904,604 Total Operating Expenses 7,249,883 9,259,202 Operating Loss ( 7,249,883 ) ( 9,259,202 ) Other Income Interest income 214,549 33,982 Gain on sale of New Jersey net operating losses 3,585,689 — Total Other Income 3,800,238 33,982 Loss before Income Taxes ( 3,449,645 ) ( 9,225,220 ) Income tax expense 144,000 — Net Loss $ ( 3,593,645 ) $ ( 9,225,220 ) Net Loss Per Share - Basic and Diluted $ ( 0.02 ) $ ( 0.06 ) Weighted Average Common Shares Outstanding Basic and diluted 146,211,130 146,012,169 See notes to unaudited condensed consolidated financial statements. 2 CITIUS PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED DECEMBER 31, 2022 AND 2021 (Unaudited) Preferred Common Stock Additional Paid-In Accumulated Total Citius Pharmaceuticals, Inc. Shareholder’s Non-Controlling Total Stock Shares Amount Capital Deficit Equity Interest Equity Balance, October 1, 2022 $ — 146,211,130 $ 146,211 $ 232,368,121 $ ( 129,688,467 ) $ 102,825,865 $ 600,380 $ 103,426,245 Stock-based compensation expense — — — 1,201,081 — 1,201,081 — 1,201,081 Net loss — — — — ( 3,593,645 ) ( 3,593,645 ) — ( 3,593,645 ) Balance, December 31, 2022 $ — 146,211,130 $ 146,211 $ 233,569,202 $ ( 133,282,112 ) $ 100,433,301 $ 600,380 $ 101,033,681 Balance, October 1, 2021 $ — 145,979,429 $ 145,979 $ 228,084,195 $ ( 96,047,821 ) $ 132,182,353 $ 600,380 $ 132,782,733 Issuance of common stock for services — 50,201 50 95,834 — 95,884 — 95,884 Stock-based compensation expense — — — 904,604 — 904,604 — 904,604 Net loss — — — — ( 9,225,220 ) ( 9,225,220 ) — ( 9,225,220 ) Balance, December 31, 2021 $ — 146,029,630 $ 146,029 $ 229,084,633 $ ( 105,273,041 ) $ 123,957,621 $ 600,380 $ 124,558,001 See notes to unaudited condensed consolidated financial statements. 3 CITIUS PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED DECEMBER 31, 2022 AND 2021 (Unaudited) 2022 2021 Cash Flows From Operating Activities: Net loss $ ( 3,593,645 ) $ ( 9,225,220 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 1,201,081 904,604 Issuance of common stock for services — 95,884 Amortization of operating lease right-of-use asset 46,457 42,879 Depreciation 730 730 Deferred income tax expense 144,000 — Changes in operating assets and liabilities: Prepaid expenses ( 2,577,545 ) 217,852 Accounts payable 372,200 512,108 Accrued expenses ( 714,992 ) 2,514,649 Accrued compensation 344,763 327,690 Operating lease liability ( 47,488 ) ( 42,698 ) Net Cash Used In Operating Activities ( 4,824,439 ) ( 4,651,522 ) Net Cash Used In Investing Activities — — Net Cash Provided By Financing Activities — — Net Change in Cash and Cash Equivalents ( 4,824,439 ) ( 4,651,522 ) Cash and Cash Equivalents - Beginning of Period 41,711,690 70,072,946 Cash and Cash Equivalents - End of Period $ 36,887,251 $ 65,421,424 See notes to unaudited condensed consolidated financial statements. 4 CITIUS PHARMACEUTICALS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2022 AND 2021 (Unaudited) 1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Citius Pharmaceuticals, Inc. (“Citius,” the “Company,” “we” or “us”) is a late-stage pharmaceutical company dedicated to the development and commercialization of first-in-class critical care products with a focus on oncology, anti-infectives in adjunct cancer care, unique prescription products and stem cell therapies. On March 30, 2016, Citius acquired Leonard-Meron Biosciences, Inc. (“LMB”) as a wholly-owned subsidiary by issuing shares of its common stock. On September 11, 2020, we formed NoveCite, Inc. (“NoveCite”), a Delaware corporation, of which we own 75 % ( 7,500,000 shares) of the issued and outstanding capital stock (see Note 3). On August 23, 2021, we formed Citius Acquisition Corp. (“Citius Acq.”), as a wholly-owned subsidiary in conjunction with the acquisition of I/ONTAK, which began operations in April 2022. In-process research and development (“IPR&D”) consists of (i) the $ 19,400,000 acquisition value of LMB’s drug candidate Mino-Lok®, which is an antibiotic solution used to treat catheter-related bloodstream infections and is expected to be amortized on a straight-line basis over a period of eight years commencing upon revenue generation, and (ii) the $ 40,000,000 acquisition value of the exclusive license for I/ONTAK (denileukin diftitox), which is a late-stage oncology immunotherapy for the treatment of cutaneous T-cell lymphoma (“CTCL”), a rare form of non-Hodgkin lymphoma, and is expected to be amortized on a straight-line basis over a period of twelve years commencing upon revenue generation. Goodwill of $ 9,346,796 represents the value of LMB’s industry relationships and its assembled workforce. Goodwill will not be amortized but will be tested at least annually for impairment. Citius is subject to a number of risks common to companies in the pharmaceutical industry including, but not limited to, risks related to the development by Citius or its competitors of research and development stage product candidates, market acceptance of its product candidates that might be approved, competition from larger companies, dependence on key personnel, dependence on key suppliers and strategic partners, the Company’s ability to obtain additional financing and the Company’s compliance with governmental and other regulations. Basis of Presentation and Summary of Significant Accounting Policies Basis of Preparation — The accompanying condensed consolidated financial statements include the operations of Citius Pharmaceuticals, Inc., and its wholly-owned subsidiaries, Citius Pharmaceuticals, LLC, LMB, and Citius Acq., and its majority-owned subsidiary NoveCite. Citius Acq. was inactive until April 1, 2022. All significant inter-company balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to fairly state the condensed consolidated financial position of the Company as of December 31, 2022, and the results of its operations and cash flows for the three months ended December 31, 2022 and 2021. The operating results for the three months ended December 31, 2022 are not necessarily indicative of the results that may be expected for the year ending September 30, 2023. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2022 filed with the Securities and Exchange Commission (“SEC”). 5 Use of Estimates — Our accounting principles require our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Estimates having relatively higher significance include the accounting for in-process research and development and goodwill impairment, stock-based compensation, valuation of warrants, and income taxes. Actual results could differ from those estimates and changes in estimates may occur. Basic and Diluted Net Loss per Common Share — Basic and diluted net loss per common share applicable to common stockholders is computed by dividing net loss applicable to common stockholders in each period by the weighted average number of shares of common stock outstanding during such period. For the periods presented, common stock equivalents, consisting of stock options and warrants, were not included in the calculation of the diluted loss per share because they were anti-dilutive. Recently Issued Accounting Standards In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Acquired Contract Assets and Contract Liabilities. Under the new guidance (ASC 805-20-30-28), the acquirer should determine what contract assets and/or contract liabilities it would have recorded under Accounting Standards Codification (“ASC”) 606 (the revenue guidance) as of the acquisition date, as if the acquirer had entered into the original contract at the same date and on the same terms as the acquiree. The recognition and measurement of those contract assets and contract liabilities will likely be comparable to what the acquiree has recorded on its books under ASC 606 as of the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. ASU 2021-08 is effective for the Company in the first quarter of fiscal year 2024. Early adoption is permitted, including in an interim period, for any period for which financial statements have not yet been issued. However, adoption in an interim period other than the first fiscal quarter requires an entity to apply the new guidance to all prior business combinations that have occurred since the beginning of the annual period in which the new guidance is adopted. The Company is currently evaluating the adoption date of ASU 2021-08 and the impact, if any, adoption will have on its financial position and results of operations. 2. LIQUIDITY AND MANAGEMENT’S PLAN The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company experienced negative cash flows from operations of $ 4,824,439 for the three months ended December 31, 2022. As a result of the Company’s common stock offerings and common stock warrant exercises during the year ended September 30, 2021, the Company had working capital of approximately $ 37,800,000 at December 31, 2022. The Company estimates that its available cash resources will be sufficient to fund its operations through February 2024. The Company has generated no operating revenue to date and has principally raised capital through the issuance of debt and equity instruments to finance its operations. However, the Company’s continued operations beyond February 2024 , including its development plans for I/ONTAK, Mino-Lok, Mino-Wrap, Halo-Lido and NoveCite, will depend on its ability to obtain regulatory approval to market I/ONTAK and/or Mino-Lok and generate substantial revenue from the sale of I/ONTAK and/or Mino-Lok and on its ability to raise additional capital through various potential sources, such as equity and/or debt financings, strategic relationships, or out-licensing of its product candidates. However, the Company can provide no assurances on regulatory approval, commercialization, or future sales of I/ONTAK and/or Mino-Lok or that financing or strategic relationships will be available on acceptable terms, or at all. If the Company is unable to raise sufficient capital, find strategic partners or generate substantial revenue from the sale of I/ONTAK and/or Mino-Lok, there would be a material adverse effect on its business. Further, the Company expects in the future to incur additional expenses as it continues to develop its product candidates, including seeking regulatory approval, and protecting its intellectual property. 6 3. PATENT AND TECHNOLOGY LICENSE AGREEMENTS Patent and Technology License Agreement – Mino-Lok LMB has a patent and technology license agreement with Novel Anti-Infective Therapeutics, Inc. (“NAT”) to develop and commercialize Mino-Lok on an exclusive, worldwide sub licensable basis, as amended. LMB pays an annual maintenance fee each June until commercial sales of a product subject to the license commence. The Company recorded an annual maintenance fee of $ 90,000 in June 2022 and 2021. LMB will also pay annual royalties on net sales of licensed products, with royalties ranging from the mid-single digits to the low double digits. In limited circumstances in which the licensed product is not subject to a valid patent claim and a competitor is selling a competing product, the royalty rate is in the low- to mid-single digits. After a commercial sale is obtained, LMB must pay minimum aggregate annual royalties of $ 100,000 in the first commercial year which is prorated for a less than 12-month period, increasing $ 25,000 per year to a maximum of $ 150,000 annually. LMB must also pay NAT up to an aggregate of $ 1,100,000 upon achieving specified regulatory and sales milestones. Finally, LMB must pay NAT a specified percentage of payments received from any sub-licensees. Unless earlier terminated by NAT, based on the failure to achieve certain development and commercial milestones, the license agreement remains in effect until the date that all patents licensed under the agreement have expired and all patent applications within the licensed patent rights have been cancelled, withdrawn, or expressly abandoned. Patent and Technology License Agreement – Mino-Wrap On January 2, 2019, we entered into a patent and technology license agreement with the Board of Regents of the University of Texas System on behalf of the University of Texas M. D. Anderson Cancer Center (“Licensor”), whereby we in-licensed exclusive worldwide rights to the patented technology for any and all uses relating to breast implants. We intend to develop Mino-Wrap as a liquefying gel-based wrap containing minocycline and rifampin for the reduction of infections associated with breast implants following breast reconstructive surgeries. We are required to use commercially reasonable efforts to commercialize Mino-Wrap under several regulatory scenarios and achieve milestones associated with these regulatory options leading to an approval from the U.S. Food and Drug Administration (“FDA”). Under the license agreement, the Company paid an annual maintenance fee of $ 60,000 and $ 45,000 in January 2022 and 2021, respectively. The annual maintenance fee increases by $15,000 per year up to a maximum of $90,000. Annual maintenance fees cease on the first sale of product. We also must pay up to an aggregate of $2.1 million in milestone payments, contingent on the achievement of various regulatory and commercial milestones. Under the terms of the license agreement, we also must pay a royalty of mid- to upper-single digit percentages of net sales, depending on the amount of annual sales, and subject to downward adjustment to lower- to mid-single digit percentages in the event there is no valid patent for the product in the United States at the time of sale. After the first sale of product, we will owe an annual minimum royalty payment of $100,000 that will increase annually by $25,000 for the duration of the term. We will be responsible for all patent expenses incurred by Licensor for the term of the agreement although Licensor is responsible for the filing, prosecution and maintenance of all patents. Unless earlier terminated by Licensor, based upon the failure by us to achieve certain development and commercial milestones or for various breaches by us, the agreement expires on the later of the expiration of the patents or January 2, 2034 . License Agreement with Novellus On October 6, 2020, our subsidiary, NoveCite, signed an exclusive license agreement with subsidiary of Novellus Inc. (“Novellus”). Upon execution of the license agreement, we paid $ 5,000,000 to Novellus, which was charged to research and development expense during the year ended September 30, 2021, and issued Novellus shares of NoveCite’s common stock representing 25 % of the outstanding equity. We own the other 75 % of NoveCite’s outstanding equity. Pursuant to the terms of the original stock subscription agreement between Novellus and NoveCite, if NoveCite issued additional equity, subject to certain exceptions, NoveCite had to maintain Novellus’s ownership at 25 % by issuing additional shares to Novellus. In July 2021, Novellus was acquired by Brooklyn ImmunoTherapeutics, Inc. (“Brooklyn”). In connection with that transaction, the stock subscription agreement between Novellus and NoveCite was amended to assign to Brooklyn all of Novellus’s right, title, and interest in the stock subscription agreement and delete the anti-dilution protection and replace it with a right of first refusal whereby Brooklyn will have the right to purchase all or a portion of the securities that NoveCite intends to sell or in the alternative, at the option of NoveCite, Brooklyn may purchase that amount of the securities proposed to be sold by NoveCite to allow Brooklyn to maintain its then percentage ownership. In October 2022, Brooklyn changed its name to Eterna Therapeutics Inc. (“Eterna”). 7 Citius is responsible for the operational activities of NoveCite and bears all costs necessary to operate NoveCite. Citius’s officers are also the officers of NoveCite and oversee the business strategy and operations of NoveCite. As such, NoveCite is accounted for as a consolidated subsidiary with a noncontrolling interest. Eterna has no contractual rights in the profits or obligations to share in the losses of NoveCite, and the Company has not allocated any losses to the noncontrolling interest. NoveCite is obligated to pay Novellus up to $51,000,000 upon the achievement of various regulatory and developmental milestones. NoveCite also must pay a royalty equal to low double-digit percentages of net sales, commencing upon the sale of a licensed product. This royalty is subject to downward adjustment to an upper-single digit percentage of net sales in any country in the event of the expiration of the last valid patent claim or if no valid patent claim exists in that country. The royalty will end on the earlier of (i) the date on which a biosimilar product is first marketed, sold, or distributed in the applicable country or (ii) the 10-year anniversary of the date of expiration of the last-to-expire valid patent claim in that country. In the case of a country where no licensed patent ever exists, the royalty will end on the later of (i) the date of expiry of such licensed product’s regulatory exclusivity and (ii) the 10-year anniversary of the date of the first commercial sale of the licensed product in the applicable country. In addition, NoveCite will pay to Eterna an amount equal to a mid-twenties percentage of any sublicensee fees it receives. Under the terms of the license agreement, if Eterna receives any revenue involving the original cell line included in the licensed technology, then Eterna shall remit to NoveCite 50 % of such revenue. The term of the license agreement continues on a country-by-country and licensed product-by-licensed product basis until the expiration of the last-to-expire royalty term. Either party may terminate the license agreement upon written notice if the other party is in material default. NoveCite may terminate the license agreement at any time without cause upon 90 days prior written notice. Eterna will be responsible for preparing, filing, prosecuting, and maintaining all patent applications and patents included in the licensed patents in the territory, provided however, that if Eterna decides that it is not interested in maintaining a particular licensed patent or in preparing, filing, or prosecuting a licensed patent, NoveCite will have the right, but not the obligation, to assume such responsibilities in the territory at NoveCite’s sole cost and expense. License Agreement with Eisai In September 2021, the Company entered into a definitive agreement with Dr. Reddy’s Laboratories SA, a subsidiary of Dr. Reddy’s Laboratories, Ltd. (collectively, “Dr. Reddy’s”) to acquire its exclusive license of I/ONTAK (denileukin diftitox), a late-stage oncology immunotherapy for the treatment of CTCL, a rare form of non-Hodgkin lymphoma. Under the terms of this agreement, Citius acquired Dr. Reddy’s exclusive license of I/ONTAK from Eisai Co., Ltd. (“Eisai”) and other related assets owned by Dr. Reddy’s. Citius’s exclusive license include rights to develop and commercialize I/ONTAK in all markets except for Japan and certain parts of Asia. Additionally, Citius retained an option on the right to develop and market the product in India. Eisai retains exclusive development and marketing rights for denileukin diftitox in Japan and most Asian countries. Citius paid $40 million upfront payment which represents the acquisition date fair value of the in-process research and development acquired from Dr. Reddy’s. Dr. Reddy’s is entitled to up to $40 million in development milestone payments related to CTCL approvals in the U.S. and other markets, up to $70 million in development milestones for additional indications, as well as commercial milestone payments and low double-digit tiered royalties on net product sales, and up to $300 million for commercial sales milestones. We also must pay on a fiscal quarter basis tiered royalties equal to low double-digit percentages of net product sales. The royalties will end on the earlier of (i) the 15-year anniversary of the first commercial sale of the latest indication that received regulatory approval in the applicable country and (ii) the date on which a biosimilar product results in the reduction of net sales in the applicable product by 50% in two consecutive quarters, as compared to the four quarters prior to the first commercial sale of the biosimilar product. We will also pay to Dr. Reddy’s an amount equal to a low-thirties percentage of any sublicense upfront consideration or milestone payments (or the like) received by us and the greater of (i) a low-thirties percentage of any sublicensee sales-based royalties or (ii) a mid-single digit percentage of such licensee’s net sales. 8 Under the license agreement, Eisai is to receive a $6.0 million development milestone payment upon initial approval and additional commercial milestone payments related to the achievement of net product sales thresholds (which increases to $7 million in the event we have exercised our option to add India to the licensed territory prior to FDA approval) and an aggregate of up to $22 million related to the achievement of net product sales thresholds. We also are required to reimburse Eisai for up to $2.65 million of its costs to complete the ongoing Phase 3 pivotal clinical trial for I/ONTAK for the CTCL indication and reimburse Eisai for all reasonable costs associated with the preparation of a biologics license application (“BLA”) for I/ONTAK. Eisai will be responsible for completing the current CTCL clinical trial, and chemistry, manufacturing, and controls (CMC) activities through the filing of the BLA for I/ONTAK with the FDA (which was filed in September 2022). Citius will be responsible for development costs associated with potential additional indications. The term of the license agreement will continue until (i) if there has not been a commercial sale of a licensed product in the territory, until the 10-year anniversary of the original license effective date, March 30, 2016, or (ii) if there has been a first commercial sale of a licensed product in the territory within the 10-year anniversary of the original license effective date, the 10-year anniversary of the first commercial sale on a country-by-country basis. The term of the license may be extended for additional 10-year periods for all countries in the territory by notifying Eisai and paying an extension fee equal to $10 million. Either party may terminate the license agreement upon written notice if the other party is in material breach of the agreement, subject to cure within the designated time periods. Either party also may terminate the license agreement immediately upon written notice if the other party files for bankruptcy or takes related actions or is unable to pay its debts as they become due. Additionally, either party will have the right to terminate the agreement if the other party directly or indirectly challenges the patentability, enforceability or validity of any licensed patent. Also under the agreement with Dr. Reddy’s, we are required to (i) use commercially reasonable efforts to make commercially available products in the CTCL indication, (ii) initiate two investigator initiated immuno-oncology trials (which we initiated in June 2021 and September 2022, respectively), (iii) use commercially reasonable efforts to achieve each of the approval milestones, and (iv) complete each specified immuno-oncology investigator trial on or before the four-year anniversary of the effective date of the definitive agreement. Additionally, we are required to commercially launch a product in a territory within six months of receiving regulatory approval for such product in each such jurisdiction. 4. COMMON STOCK, STOCK OPTIONS AND WARRANTS Common Stock Issued for Services On November 2, 2021, the Company issued 50,201 shares of common stock for investor relations services and expensed the $95,884 fair value of the common stock issued. On March 21, 2022, the Company issued 100,000 shares of common stock for media, public and investor relations services and expensed the $178,000 fair value of the common stock issued. On September 13, 2022, the Company issued 81,500 shares of common stock for media, public and investor relations services and expensed the $ 104,320 fair value of the common stock issued. Stock Option Plans Under our 2014 Stock Incentive Plan, we reserved 866,667 common shares for issuance to employees, directors and consultants. As of December 31, 2022, options to purchase 855,171 shares were outstanding and no shares remain available for future grants. 9 Under our 2018 Omnibus Stock Incentive Plan and we reserved 2,000,000 common shares for issuance to employees, directors and consultants. As of December 31, 2022, options to purchase 1,820,000 shares were outstanding and no shares remain available for future grants. Under our 2020 Omnibus Stock Incentive Plan and we reserved 3,110,000 common shares for issuance to employees, directors, and consultants. As of December 31, 2022, options to purchase 1,870,000 shares were outstanding and the remaining 1,240,000 shares were transferred to the 2021 Omnibus Stock Incentive Plan (“2021 Stock Plan”). Under our 2021 Omnibus Stock Incentive Plan and we reserved 8,740,000 shares for issuance to employees, directors, and consultants through options, SARs, dividend equivalent rights, restricted stock, restricted stock units, or other rights. As of December 31, 2022, options to purchase 8,705,000 shares were outstanding and 35,000 shares were available for future grants. In November 2022, our Board approved the Citius Pharmaceuticals, Inc. 2023 Omnibus Stock Incentive Plan (the “2023 Stock Plan”), subject to stockholder approval, which was received on February 7, 2023. The 2023 Stock Plan has reserved for issuance 12,000,000 shares of our common stock plus the 35,000 shares that remained available under the 2021 Stock Plan on February 7, 2023. As of the effective date of the 2023 Stock Plan, there were no more shares available for grant under the 2021 Stock Plan. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. The expected term of stock options granted, all of which qualify as “plain vanilla,” is based on the average of the contractual term (generally 10 years) and the vesting period. For non-employee options, the expected term is the contractual term. A summary of option activity under our stock option plans (excluding the NoveCite 2020 Omnibus Stock Incentive Plan) is presented below: Option Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at October 1, 2022 9,400,171 $ 2.07 7.81 years $ 869,509 Granted 3,850,000 1.25 Exercised — — Forfeited or expired — — Outstanding at December 31, 2022 13,250,171 $ 1.83 8.20 years $ 169,237 Exercisable at December 31, 2022 6,057,254 $ 2.18 6.96 years $ 169,237 On October 4, 2022, the Board of Directors granted options to purchase 3,375,000 shares to employees, 375,000 shares to directors and 50,000 shares to a consultant at $ 1.25 per share. On November 8, 2022, the Board of Directors granted options to purchase 50,000 shares to a consultant at $ 1.04 per share. The weighted average grant date fair value of the options granted during the three months ended December 31, 2022 was estimated at $ 0.97 per share. All of these options vest over terms of 12 to 36 months and have a term of 10 years. On October 11, 2021, the Board of Directors granted options to purchase 2,515,000 shares to employees, 375,000 shares to directors and 175,000 shares to consultants at $ 2.04 per share. On November 1, 2021, the Board of Directors granted options to purchase 200,000 shares to an employee at $1.87 per share. The weighted average grant date fair value of the options granted during the three months ended December 31, 2021 was estimated at $ 1.72 per share. All of these options vest over terms of 12 to 36 months and have a term of 10 years. Stock-based compensation expense for the three months ended December 31, 2022 and 2021 was $1,201,081 (including $33,333 for the NoveCite Stock Plan) and $904,604 (including $33,333 for the NoveCite Stock Plan), respectively. 10 At December 31, 2022, unrecognized total compensation cost related to unvested awards under the Citius stock plans of $ 7,877,302 is expected to be recognized over a weighted average period of 2.1 years. Under the NoveCite Stock Plan, we reserved 2,000,000 common shares of NoveCite for issuance. The NoveCite Stock Plan provides incentives to employees, directors, and consultants through grants of options, SARs, dividend equivalent rights, restricted stock, restricted stock units, or other rights. As of December 31, 2022, there were options outstanding to purchase 2,000,000 common shares of NoveCite and no shares available for future grants. As of December 31, 2022, NoveCite has options outstanding to purchase 2,000,000 common shares at a weighted average exercise price of $0.24 per share, of which 1,251,111 are exercisable. All of these options vest over 36 months and have a term of 10 years. The weighted average remaining contractual term of options outstanding under the NoveCite Stock Plan is 8.1 years. At December 31, 2022, unrecognized total compensation cost related to unvested awards under the NoveCite Stock Plan of $149,777 is expected to be recognized over a weighted average period of 1.2 years. Warrants As of December 31, 2022, we have reserved shares of common stock for the exercise of outstanding warrants as follows: Exercise price Number Expiration Date December 2017 Registered Direct/Private Placement Investors $ 4.63 640,180 June 19, 2023 March 2018 Registered Direct/Private Placement Investors 2.86 218,972 October 2, 2023 March 2018 Registered Direct/Private Placement Agent 3.73 46,866 March 28, 2023 August 2018 Offering Investors 1.15 3,921,569 August 14, 2023 August 2018 Offering Agent 1.59 189,412 August 8, 2023 April 2019 Registered Direct/Private Placement Investors 1.42 1,294,498 April 5, 2024 April 2019 Registered Direct/Private Placement Agent 1.93 240,130 April 5, 2024 September 2019 Offering Investors 0.77 2,793,297 September 27, 2024 September 2019 Offering Underwriter 1.12 194,358 September 27, 2024 February 2020 Exercise Agreement Agent 1.28 138,886 August 19, 2025 May 2020 Registered Direct Offering Investors 1.00 1,670,588 November 18, 2025 May 2020 Registered Direct Offering Agent 1.33 155,647 May 14, 2025 August 2020 Underwriter 1.31 201,967 August 10, 2025 January 2021 Private Placement Investors 1.23 3,091,192 July 27, 2026 January 2021 Private Placement Agent 1.62 351,623 July 27, 2026 February 2021 Offering Investors 1.70 20,580,283 February 19, 2026 February 2021 Offering Agent 1.88 2,506,396 February 19, 2026 38,235,864 At December 31, 2022, the weighted average remaining life of the outstanding warrants is 2.6 years, all warrants are exercisable, and the aggregate intrinsic value of the warrants outstanding was $ 55,866 . Common Stock Reserved A summary of common stock reserved for future issuances as of December 31, 2022 is as follows: Stock plan options outstanding 13,250,171 Stock plan shares available for future grants 35,000 Warrants outstanding 38,235,864 Total 51,521,035 11 5. OPERATING LEASE Effective July 1, 2019, Citius entered into a 76-month lease for office space in Cranford, NJ. Citius pays its proportionate share of real estate taxes and operating expenses in excess of the base year expenses. These costs are variable lease payments and are not included in the determination of the lease’s right-of-use asset or lease liability. The Company identified and assessed the following significant assumptions in recognizing its right-of-use assets and corresponding lease liabilities: ● As the Company’s lease does not provide an implicit rate, the Company estimated the incremental borrowing rate in calculating the present value of the lease payments based on the remaining lease term as of the adoption date. ● Since the Company elected to account for each lease component and its associated non-lease components as a single combined component, all contract consideration was allocated to the combined lease component. ● The expected lease terms include noncancelable lease periods. The elements of lease expense are as follows: Lease cost Three Months Ended December 31, 2022 Three Months Ended December 31, 2021 Operating lease cost $ 59,707 $ 59,705 Variable lease cost 1,158 — Total lease cost $ 60,865 $ 59,705 Other information Weighted-average remaining lease term - operating leases 2.8 Years 3.8 Years Weighted-average discount rate - operating leases 8.0 % 8.0 % Maturities of lease liabilities due under the Company’s non-cancellable leases as of December 31, 2022 is as follows: Year Ending September 30, December 31, 2022 2023 (excluding the 3 months ended December 31, 2022) $ 183,427 2024 249,024 2025 253,883 2026 21,460 Total lease payments 707,794 Less: interest ( 77,048 ) Present value of lease liabilities $ 630,746 12 Leases Classification December 31, 2022 September 30, 2022 Assets Lease asset Operating $ 599,617 $ 646,074 Total lease assets $ 599,617 $ 646,074 Liabilities Current Operating $ 202,178 $ 196,989 Non-current Operating 428,568 481,245 Total lease liabilities $ 630,746 $ 678,234 Interest expense on the lease liability was $ 13,250 and $ 16,826 for the three months ended December 31, 2022 and 2021, respectively. 6. GAIN ON SALE OF NEW JERSEY NET OPERATING LOSSES The Company recognized a gain of $ 3,585,689 for the three months ended December 31, 2022 in connection with the sale of certain New Jersey income tax net operating losses to a third party under the New Jersey Technology Business Tax Certificate Transfer Program. 7. SUBSEQUENT EVENTS The Company held its annual meeting of stockholders on February 7, 2023. Pursuant to this, the Company’s stockholders approved the 2023 Omnibus Stock Incentive Plan (the “2023 Plan”) which reserved 12,000,000 shares plus the 35,000 remaining shares from the 2021 Omnibus Stock Incentive Plan for a maximum of 12,035,000 shares in total. 13 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations for the three months ended December 31, 2022 should be read together with our unaudited consolidated financial statements and related notes included elsewhere in this report and in conjunction with the audited financial statements of Citius Pharmaceuticals, Inc. included in our Annual Report on Form 10-K for the year ended September 30, 2022. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Cautionary Note Regarding Forward-Looking Statements” on page ii of this Report. Historical Background We are a late-stage biopharmaceutical company dedicated to the development and commercialization of first-in-class critical care products with a focus on oncology, anti-infectives in adjunct cancer care, unique prescription products and stem cell therapies. On September 12, 2014, we acquired Citius Pharmaceuticals, LLC as a wholly-owned subsidiary. On March 30, 2016, we acquired all of the outstanding stock of Leonard-Meron Biosciences, Inc. (“LMB”) by issuing shares of our common stock. We acquired identifiable intangible assets of $19,400,000 related to in-process research and development and recorded goodwill of $9,346,796 for the excess of the purchase consideration over the net assets acquired. On September 11, 2020, we formed NoveCite, Inc. (“NoveCite”), a Delaware corporation, of which we own 75% of the issued and outstanding capital stock. On August 23, 2021, we formed Citius Acquisition Corp., a wholly owned subsidiary, which began operations in April 2022. In-process research and development of $19,400,000 represents the value of LMB’s drug candidate Mino-Lok, which is an antibiotic solution used to treat catheter-related bloodstream infections and is expected to be amortized on a straight-line basis over a period of eight years commencing upon revenue generation. Goodwill of $9,346,796 represents the value of LMB’s industry relationships and its assembled workforce. Goodwill will not be amortized but will be tested at least annually for impairment. In-process research and development of $40,000,000 represents the value of our September 2021 acquisition of an exclusive license for I/ONTAK (denileukin diftitox), a late-stage oncology immunotherapy for the treatment of CTCL, a rare form of non-Hodgkin lymphoma and is expected to be amortized on a straight-line basis over a period of twelve years commencing upon revenue generation. Through December 31, 2022, we have devoted substantially all our efforts to product development, raising capital, building infrastructure through strategic alliances and coordinating activities relating to our proprietary products. We have not yet realized any revenues from our operations. Patent and Technology License Agreements Mino-Lok® - LMB has a patent and technology license agreement with Novel Anti-Infective Therapeutics, Inc. (“NAT”) to develop and commercialize Mino-Lok on an exclusive, worldwide sub-licensable basis, as amended. Since May 2014, LMB has paid an annual maintenance fee, which began at $30,000 and that increased over five years to $90,000, where it will remain until the commencement of commercial sales of a product subject to the license. LMB will also pay annual royalties on net sales of licensed products, with royalties ranging from the mid-single digits to the low double digits. In limited circumstances in which the licensed product is not subject to a valid patent claim and a competitor is selling a competing product, the royalty rate is in the low single digits. After a commercial sale is obtained, LMB must pay minimum aggregate annual royalties that increase in subsequent years. LMB must also pay NAT up to $1,100,000 upon achieving specified regulatory and sales milestones. Finally, LMB must pay NAT a specified percentage of payments received from any sub licensees. 14 Mino-Wrap - On January 2, 2019, we entered into a patent and technology license agreement with the Board of Regents of the University of Texas System on behalf of the University of Texas M. D. Anderson Cancer Center (“Licensor”), whereby we in-licensed exclusive worldwide rights to the patented technology for any and all uses relating to breast implants. We intend to develop Mino-Wrap as a liquefying gel-based wrap containing minocycline and rifampin for the reduction of infections associated with breast implants following breast reconstructive surgeries. We are required to use commercially reasonable efforts to commercialize Mino-Wrap under several regulatory scenarios and achieve milestones associated with these regulatory options leading to an approval from the FDA. Under the license agreement, we paid a nonrefundable upfront payment of $125,000. We are obligated to pay an annual maintenance fee of $30,000, commencing in January 2020 that increases annually by $15,000 per year up to a maximum of $90,000. Annual maintenance fees cease on the first sale of product. We also must pay up to an aggregate of $2.1 million in milestone payments, contingent on the achievement of various regulatory and commercial milestones. Under the terms of the license agreement, we also must pay a royalty of mid- to upper-single digit percentages of net sales, depending on the amount of annual sales, and subject to downward adjustment to lower- to mid-single digit percentages in the event there is no valid patent for the product in the United States at the time of sale. After the first sale of product, we will owe an annual minimum royalty payment of $100,000 that will increase annually by $25,000 for the duration of the term. We will be responsible for all patent expenses incurred by Licensor for the term of the agreement although Licensor is responsible for filing, prosecution, and maintenance of all patents. NoveCite – On October 6, 2020, our subsidiary NoveCite entered into a license agreement with Novellus Therapeutics Limited (“Novellus”), whereby NoveCite acquired an exclusive, worldwide license, with the right to sublicense, to develop and commercialize a stem cell therapy based on the Novelllus’s patented technology for the treatment of acute pneumonitis of any etiology in which inflammation is a major agent in humans. Upon execution of the license agreement, NoveCite paid an upfront payment of $5,000,000 to Novellus issued to Novellus shares of Novecite’s common stock representing 25% of NoveCite’s currently outstanding equity. We own the other 75% of NoveCite’s currently outstanding equity. In July 2021, Novellus was acquired by Brooklyn ImmunoTherapeutics, Inc. (“Brooklyn”). Pursuant to this transaction, the NoveCite license was assumed by Brooklyn with all original terms and conditions. In October 2021, Brooklyn changed its name to Eterna Therapeutics Inc. As part of the Novellus and Brooklyn merger transaction, the 25% non-dilutive position as per the subscription agreement between Novellus and NoveCite was removed. Under the license agreement, NoveCite is obligated to pay Novellus up to an aggregate of $51,000,000 in regulatory and developmental milestone payments. NoveCite also must pay a royalty equal to low double-digit percentages of net sales, commencing upon the first commercial sale of a licensed product. This royalty is subject to downward adjustment on a product-by-product and country-by-country basis to an upper-single digit percentage of net sales in any country in the event of the expiration of the last valid patent claim or if no valid patent claim exists in that country. The royalty will end on the earlier of (i) date on which a biosimilar product is first marketed, sold, or distributed by Novellus or any third party in the applicable country or (ii) the 10-year anniversary of the date of expiration of the last-to-expire valid patent claim in that country. In the case of a country where no licensed patent ever exists, the royalty will end on the later of (i) the date of expiry of such licensed product’s regulatory exclusivity and (ii) the 10-year anniversary of the date of the first commercial sale of the licensed product in the applicable country. In addition, NoveCite will pay to Novellus an amount equal to a mid-twenties percentage of any sublicensee fees it receives. Under the terms of the license agreement, in the event that Novellus receives any revenue involving the original cell line included in the licensed technology, then Novellus shall remit to NoveCite 50% of such revenue. I/ONTAK - In September 2021, the Company entered into a definitive agreement with Dr. Reddy’s to acquire its exclusive license of I/ONTAK (denileukin diftitox), a late-stage oncology immunotherapy for the treatment of CTCL, a rare form of non-Hodgkin lymphoma. Under the terms of this agreement, Citius acquired Dr. Reddy’s exclusive license of I/ONTAL from Eisai and other related assets owned by Dr. Reddy’s. Citius’s exclusive license rights include rights to develop and commercialize I/ONTAK in all markets except for Japan and certain parts of Asia. Additionally, Citius has an option on the right to develop and market the product in India. Eisai retains exclusive development and marketing rights for denileukin diftitox in Japan and Asia. Dr. Reddy’s received a $40 million upfront payment and is entitled to up to $40 million in development milestone payments related to CTCL approvals in the U.S. and other markets, up to $70 million in development milestones for additional indications, as well as commercial milestone payments and low double-digit tiered royalties on net product sales. Eisai is to receive a $6 million development milestone payment upon initial approval and additional commercial milestone payments related to the achievement of net product sales thresholds. Eisai will be responsible for completing the current CTCL clinical trial, and chemistry, manufacturing, and controls (CMC) activities through the filing of a BLA for I/ONTAK with the FDA. Citius will be responsible for development costs associated with potential additional indications. 15 RESULTS OF OPERATIONS Three months ended December 31, 2022 compared with the three months ended December 31, 2021 Three Months Ended December 31, 2022 Three Months Ended December 31, 2021 Revenues $ — $ — Operating expenses: Research and development 3,445,515 5,457,849 General and administrative 2,603,287 2,896,749 Stock-based compensation expense 1,201,081 904,604 Total operating expenses 7,249,883 9,259,202 Operating loss (7,249,883 ) (9,259,202 ) Interest income 214,549 33,982 Gain on sale of New Jersey net operating losses 3,585,689 — Loss before income taxes (3,449,645 ) (9,225,220 ) Income tax expense 144,000 — Net loss $ (3,593,645 ) $ (9,225,220 ) Revenues We did not generate any revenues for the three months ended December 31, 2022 or 2021. Research and Development Expenses For the three months ended December 31, 2022, research and development expenses were $3,445,515 as compared to $5,457,849 during the three months ended December 31, 2021, a decrease of $2,012,334. Research and development costs for Mino-Lok increased by $192,002 to $1,167,655 for the three months ended December 31, 2022 as compared to $975,653 for the three months ended December 31, 2021, due primarily to increased costs associated with the addition of Biorasi, LLC (“Biorasi”), a global clinical research organization (CRO), to help expand the Company’s Phase 3 Mino-Lok trial to additional sites outside the United States. Research and development costs for Halo-Lido decreased by $229,051 to $768,526 for the three months ended December 31, 2022 as compared to $997,577 for the three months ended December 31, 2021 due to start-up costs associated with the Phase 2b trial incurred in the three months ended December 31, 2021. Research and development costs for I/ONTAK were $934,284 during the three months ended December 31, 2022 as compared to $2,937,795 for the three months ended December 31, 2021. The $2,003,511 decrease in expenses was primarily due to the completion and filing of our BLA with the FDA in September 2022. We expect that research and development expenses will stabilize in fiscal 2023 as we focus on the commercialization of I/ONTAK, and complete our Phase 3 trial for Mino-Lok and our Phase 2b trial for Halo-Lido. 16 General and Administrative Expenses For the three months ended December 31, 2022, general and administrative expenses were $2,603,287 as compared to $2,896,749 during the three months ended December 31, 2021. General and administrative expenses decreased by $293,462 in comparison with the prior period. The primary reasons for the decrease were reduced costs for performance bonuses and investor relations expenses. The decreases were partially offset by an increase in payroll expenses for new employees. General and administrative expenses consist primarily of compensation costs, professional fees for legal, regulatory, accounting, and corporate development services, and investor relations expenses. Stock-based Compensation Expense For the three months ended December 31, 2022, stock-based compensation expense was $1,201,081 as compared to $904,604 for the three months ended December 31, 2021. For the three months ended December 31, 2022 and 2021, stock-based compensation includes $33,333 in expense for the NoveCite stock option plan. Stock-based compensation expense for the most recently completed quarter increased by $296,477 in comparison to the prior period primarily due to new grants made to employees (including new hires), directors and consultants. Other Income Interest income for the three months ended December 31, 2022 was $214,549 as compared to interest income of $33,982 for the prior period. The increase is due to higher interest rates on the investment of the remaining proceeds of our early 2021 equity offerings and common stock warrant exercises in money market accounts. Other income for the three months ended December 31, 2022 consists of the $3,585,689 gain recognized in connection with the sale of certain New Jersey income tax net operating losses to a third party under the New Jersey Technology Business Tax Certificate Transfer Program. Income Taxes The Company recorded deferred income tax expense of $144,000 for the three months ended December 31, 2022, related to the amortization for taxable purposes of its in-process research and development asset. There was no provision for income taxes for the three months ended December 31, 2021 due to the Company’s operating losses and the valuation reserve on deferred tax assets. Net Loss For the three months ended December 31, 2022, we incurred a net loss of $3,593,645, compared to a net loss for the three months ended December 31, 2021 of $9,225,220. The $5,631,575 decrease in the net loss was primarily due to the increase of $3,766,256 in other income and the $2,012,334 decrease in research and development expenses. 17 LIQUIDITY AND CAPITAL RESOURCES Liquidity and Working Capital Citius has incurred operating losses since inception and incurred a net loss of $3,593,645 for the three months ended December 31, 2022. At December 31, 2022, Citius had an accumulated deficit of $133,282,112. Citius’ net cash used in operations during the three months ended December 31, 2022 was $4,824,439. As a result of the Company’s common stock offerings and common stock warrant exercises during the year ended September 30, 2021, the Company had working capital of approximately $37,800,000 at December 31, 2022. At December 31, 2022, Citius had cash and cash equivalents of $36,887,251 available to fund its operations. The Company’s primary sources of cash flow since inception have been from financing activities. Our primary uses of operating cash were for in-licensing of intellectual property, product development and commercialization activities, employee compensation, consulting fees, legal and accounting fees, insurance and investor relations expenses. Based on our cash and cash equivalents at December 31, 2022, we expect that we will have sufficient funds to continue our operations through February 2024. We expect to need to raise additional capital in the future to support our operations beyond February 2024. There is no assurance, however, that we will be successful in raising the needed capital or that the proceeds will be received in an amount or in a timely manner to support our operations. Inflation Our management believes that inflation has not had a material effect on our results of operations. Off Balance Sheet Arrangements We do not have any off-balance sheet arrangements. Critical Accounting Policies and Estimates The preparation of our financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities as of the date of the financial statements and the amounts of revenues and expenses recorded during the reporting periods. We base our estimates on historical experience, where applicable, and other assumptions that we believe are reasonable under the circumstances. Actual results may differ from our estimates under different assumptions or conditions. Our critical accounting policies and use of estimates are discussed in, and should be read in conjunction with, the annual consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2022 filed with the SEC. 18 Item 3. Quantitative and Qualitative Disclosures About Market Risk Not applicable. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure. Our Chief Executive Officer (who is our principal executive officer) and Chief Financial Officer (who is our principal financial officer and principal accounting officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of December 31, 2022. In designing and evaluating disclosure controls and procedures, we recognize that any disclosure controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objective. As of December 31, 2022, based on the evaluation of these disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Changes In Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 19 PART II - OTHER INFORMATION Item 1. Legal Proceedings None. Item 1A. Risk Factors There has been no change in the Company’s risk factors since the Company’s Form 10-K filed with the SEC on December 22, 2022. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information None. 20 Item 6. Exhibits 31.1 Certification of the Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a).* 31.2 Certification of the Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a).* 32.1 Certification of the Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.* EX-101.INS Inline XBRL Instance Document* EX-101.SCH Inline XBRL Taxonomy Extension Schema Document* EX-101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document* EX-101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document* EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document* EX-101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document* EX-104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. 21 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, thereunto duly authorized. CITIUS PHARMACEUTICALS, INC. Date: February 10, 2023 By: /s/ Leonard Mazur Leonard Mazur Chief Executive Officer (Principal Executive Officer) Date: February 10, 2023 By: /s/ Jaime Bartushak Jaime Bartushak Chief Financial Officer (Principal Financial and Accounting Officer) 22