Citius Pharmaceuticals, Inc. 10-K

Item 9A. Controls and Procedures 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 September 30, 2024, the end of our fiscal year. 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 September 30, 2024, 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. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Under the supervision of our Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2024 using the criteria established in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013 Framework). Based on this evaluation, management has concluded that our internal controls were effective and that we maintained effective controls over our financial reporting as of September 30, 2024. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Changes in Internal Controls over Financial Reporting There were no changes in our internal controls over financial reporting during the fourth quarter of fiscal 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Attestation Report of Registered Public Accounting Firm Our independent registered public accounting firm has not assessed the effectiveness of our internal control over financial reporting and, under SEC rules, will not be required to provide an attestation report on the effectiveness of our internal control over financial reporting so long as we qualify as a “non-accelerated filer”. Item 9B. Other Information. None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 60 PART III Item 10. Directors, Executive Officers and Corporate Governance We have adopted a written Code of Ethics and Business Conduct that applies to our directors, officers, and all employees. We intend to disclose any amendments to, or waivers from, our code of ethics and business conduct that are required to be publicly disclosed pursuant to rules of the SEC by filing such amendment or waiver with the SEC. This code of ethics and business conduct can be found in the “Investors - Corporate Governance” section of our website, www.citiuspharma.com . The other information required by this Item concerning our directors and executive officers is incorporated by reference to the section captioned “Proposal No. 1—Election of Directors” and “Corporate Governance” to be contained in our proxy statement related to the 2025 Annual Meeting of Stockholders (the “Proxy Statement”), which information is expected to be filed with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K. The information required by this Item concerning compliance with Section 16(a) of the Exchange Act by our directors, executive officers and persons who own more than 10% of our outstanding common stock is incorporated by reference from the section captioned “Section 16(a) Beneficial Ownership Reporting Compliance” to be contained in the Proxy Statement. Item 11. Executive Compensation The information required by this Item concerning directors and executive compensation is incorporated by reference from the sections captioned “Director Compensation” and “Executive Compensation”, respectively, to be contained in the Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth the indicated information as of September 30, 2024 with respect to our equity compensation plans: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders 2014 Stock Incentive Plan 18,484 $ 173.25 — 2018 Omnibus Stock Incentive Plan 67,200 27.20 — 2020 Omnibus Stock Incentive Plan 66,000 27.83 — 2021 Omnibus Stock Incentive Plan 330,000 41.67 — 2023 Omnibus Stock Incentive Plan 174,400 18.75 303,000 Total 656,084 $ 36.41 303,000 Our equity compensation plans consist of the Citius Pharmaceuticals, Inc. 2023 Omnibus Stock Incentive Plan, 2021 Omnibus Stock Incentive Plan, 2020 Omnibus Stock Incentive Plan, 2018 Omnibus Stock Incentive Plan and 2014 Stock Incentive Plan, which were all approved by our stockholders. We do not have any equity compensation plans or arrangements that have not been approved by our stockholders. We no longer may grant awards under the 2014 Stock Incentive Plan, the 2018 Omnibus Stock Incentive Plan, the 2020 Omnibus Stock Incentive Plan or the 2021 Omnibus Stock Incentive Plan. The other information required by this Item is incorporated by reference to the information under the section captioned “Security Ownership of Certain Beneficial Owners and Management” to be contained in the Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item is incorporated by reference to the information under the section captioned “Certain Relationships and Related Transactions” and “Proposal No. 1—Election of Directors” to be contained in the Proxy Statement. Item 14. Principal Accountant Fees and Services The information required by this Item is incorporated by reference to the information under the section captioned “Auditor and Audit Committee Matters” to be contained in the Proxy Statement. 61 PART IV Item 15. Exhibits and Financial Statement Schedules Exhibit Number Description of Document Registrant’s Form Dated Exhibit Number Filed Herewith 2.1+ Agreement and Plan of Merger, dated as of October 23, 2023, by and among Citius Pharmaceuticals, Inc., Citius Oncology, Inc., TenX Keane Acquisition, and TenX Merger Sub Inc. 8-K 10/24/2023 2.1 3.1 Amended and Restated Articles of Incorporation of Citius Pharmaceuticals, Inc. 8-K 9/18/2014 3.1 3.2 Certificate of Amendment to the Amended and Restated Articles of Incorporation of Citius Pharmaceuticals, Inc., effective September 16, 2016. 8-K 9/21/2016 3.1 3.3 Certificate of Amendment to the Amended and Restated Articles of Incorporation of Citius Pharmaceuticals, Inc., effective June 9, 2017. 8-K 6/8/2017 3.1 3.4 Certificate of Amendment to the Articles of Incorporation of Citius Pharmaceuticals Inc., dated June 21, 2021. 8-K/A 6/22/2021 3.1 3.5 Amended and Restated Bylaws of Citius Pharmaceuticals, Inc. 8-K 2/9/2018 3.1 3.6 Certificate of Change filed with the Secretary of State of Nevada on November 22, 2024. 8-K 11/26/2024 3.1 4.1 Form of Common Stock Purchase Warrant, dated August 13, 2018, as amended August 8, 2023. 10-K 12/29/2023 4.1 4.2 Form of Pre-Funded Common Stock Purchase Warrant, dated August 13, 2018. 8-K 8/13/2018 4.2 4.3 Form of Underwriter’s Common Stock Purchase Warrant, dated August 13, 2018, as amended August 8, 2023. 10-K 12/29/2023 4.3 4.4 Form of Investor Warrant issued April 3, 2019. 8-K 4/03/2019 4.1 4.5 Form of Placement Agent Warrant issued April 3, 2019. 8-K 4/03/2019 4.2 4.6 Form of Common Stock Purchase Warrant issued September 27, 2019. 8-K 9/27/2019 4.1 4.7 Form of Underwriters Common Stock Purchase Warrant issued September 27, 2019. 8-K 9/27/2019 4.3 4.8 Form of Investor Warrant issued on February 19, 2020. 8-K 2/19/2020 4.1 4.9 Form of Placement Agent Warrant issued on February 19, 2020. 8-K 2/19/2020 4.2 4.10 Form of Investor Warrant issued May 18, 2020. 8-K 5/18/2020 4.1 4.11 Form of Placement Agent Warrant issued May 18, 2020. 8-K 5/18/2020 4.2 4.12 Form of Underwriter Warrant issued August 10, 2020. 8-K 8/10/2020 4.1 4.13 Form of Investor Warrant issued January 27, 2021. 8-K 1/27/2021 4.1 4.14 Form of Placement Agent Warrant issued January 27, 2021. 8-K 1/27/2021 4.2 62 Exhibit Number Description of Document Registrant’s Form Dated Exhibit Number Filed Herewith 4.15 Form of Registration Rights Agreement, dated January 24, 2021, by and between Citius Pharmaceuticals, Inc. and the purchasers signatory thereto. 8-K 1/27/2021 4.3 4.16 Form of Investor Warrant issued February 19, 2021. 8-K 2/19/2021 4.1 4.17 Form of Placement Agent Warrant issued February 19, 2021 8-K 2/19/2021 4.2 4.18 Form of Warrant issued May 8, 2023. 8-K 5/8/2023 4.1 4.19 Form of Placement Agent Warrant issued May 8, 2023. 8-K 5/8/2023 4.2 4.20 Form of Investor Warrant issued April 30, 2024. 8-K 4/30/2024 4.1 4.21 Form of Investor Warrant issued November 18, 2024. 8-K 11/18/2024 4.1 4.22 Description of Common Stock . X 10.1* Citius Pharmaceuticals, Inc. 2014 Stock Incentive Plan. 10-Q 8/15/2016 10.1 10.2* Form of Citius Pharmaceuticals, Inc. 2014 Stock Incentive Plan Nonqualified Stock Option. 10-Q 8/15/2016 10.2 10.3* Amended and Restated Employment Agreement between Myron Holubiak and Citius Pharmaceuticals, Inc., executed April 12, 2022, effective May 1, 2022. 10-Q 5/12/2022 10.1 10.4 Second Amendment to the Patent and Technology License Agreement between Novel Anti-Infective Technologies, LLC and Leonard-Meron Biosciences, Inc., dated March 20, 2017. 10-Q 5/15/2017 10.8 10.5* Amended and Restated Employment Agreement between Leonard Mazur and Citius Pharmaceuticals, Inc., dated October 19, 2017. 10-K 12/11/2018 10.23 10.6* Employment Agreement between Jaime Bartushak and Citius Pharmaceuticals, Inc., dated November 27, 2017. 8-K 12/1/2017 10.1 10.7* Citius Pharmaceuticals, Inc. 2018 Omnibus Stock Incentive Plan 10-Q 2/14/2018 10.2 10.8 Form of Securities Purchase Agreement between Citius Pharmaceuticals, Inc. and the purchasers named therein, dated March 28, 2018. 8-K 3/29/2018 10.1 10.9+ Patent and Technology License Agreement, dated January 2, 2019, between the Board of Regents of the University of Texas System on behalf of the University of Texas M. D. Anderson Cancer Center and Citius Pharmaceuticals, Inc. 10-Q 2/14/2019 10.1 10.10 First Amendment, dated October 15, 2015, to Patent and Technology License Agreement, dated May 14, 2014, between Novel Anti-Infective Technologies, LLC and Leonard-Meron Biosciences, Inc. 10-Q 2/14/2019 10.2 10.11+ Patent and Technology License Agreement, dated May 14, 2014, between Novel Anti-Infective Technologies, LLC and Leonard-Meron Biosciences, Inc. 10-Q 5/12/2023 10.1 63 Exhibit Number Description of Document Registrant’s Form Dated Exhibit Number Filed Herewith 10.12 Form of Securities Purchase Agreement, dated April 1, 2019, by and between Citius Pharmaceuticals, Inc. and the purchasers named therein. 8-K 4/03/2019 10.1 10.13* Citius Pharmaceuticals, Inc. 2020 Omnibus Stock Incentive Plan. Schedule 14A 12/20/2019 Appendix A 10.14* Form of Notice of Stock Option Grant and Stock Option Award Agreement. 10-Q 2/13/2020 10.2 10.15 Form of Warrant Exercise Agreement, dated February 14, 2020, by and between Citius Pharmaceuticals, Inc. and the investor signatory thereto. 8-K 2/19/2020 10.1 10.16 Form of Warrant Exercise Agreement, dated February 14, 2020, by and between Citius Pharmaceuticals, Inc. and the investor signatory thereto. 8-K 2/19/2020 10.2 10.17 Form of Securities Purchase Agreement, dated May 14, 2020, by and between Citius Pharmaceuticals, Inc. and the purchasers signatory thereto. 8-K 5/18/2020 10.1 10.18* Employment Agreement, effective as of July 14, 2020, between Citius Pharmaceuticals, Inc. and Myron Czuczman. 10-Q 8/14/2020 10.3 10.19+ License Agreement, dated October 6, 2020, between NoveCite, Inc. and Novellus Therapeutics, Limited. 10-K 12/16/2020 10.24 10.20 Form of Securities Purchase Agreement, dated January 24, 2021, by and between Citius Pharmaceuticals, Inc. and the purchasers signatory thereto. 8-K 1/27/2021 10.1 10.21 Form of Securities Purchase Agreement, dated February 16, 2021, by and between Citius Pharmaceuticals, Inc. and the purchasers signatory thereto. 8-K 2/19/2021 10.1 10.22* Citius Pharmaceuticals, Inc. 2021 Omnibus Incentive Stock Plan. Schedule 14A 4/12/2021 Appendix B 10.23* Form of Notice of Stock Option Grant and Stock Option Award Agreement. 10-K 12/15/2021 10.29 10.24+ Asset Purchase Agreement, dated as of September 1, 2021, between Dr. Reddy’s Laboratories S.A. and Citius Pharmaceuticals, Inc. 10-K 12/15/2021 10.30 10.25+ Amended and Restated License, Development and Commercialization Agreement, dated as of February 26, 2018, between Eisai, Ltd. and Dr. Reddy’s Laboratories S.A. 10-K 12/15/2021 10.31 10.26+ Amendment to Amended and Restated License, Development and Commercialization Agreement, dated as of August 9, 2018, between Eisai, Ltd. and Dr. Reddy’s Laboratories S.A. 10-K 12/15/2021 10.32 10.27+ Amendment No. 2 to Amended and Restated License, Development and Commercialization Agreement, dated as of August 31, 2021, between Eisai, Ltd. and Dr. Reddy’s Laboratories S.A. 10-K 12/15/2021 10.33 10.28 Citius Pharmaceuticals, Inc. 2023 Omnibus Stock Incentive Plan. Schedule 14A 12/22/2022 Annex A 10.29 Form of Securities Purchase Agreement, dated May 3, 2023, by and between Citius Pharmaceuticals, Inc. and the purchasers signatory thereto. 8-K 5/8/2023 10.1 10.30+ Sponsor Support Agreement, dated as of October 23, 2023, by and among 10XYZ Holdings LP, TenX Keane Acquisition, Citius Pharmaceuticals, Inc. and Citius Oncology, Inc. 8-K 10/24/2023 10.1 64 Exhibit Number Description of Document Registrant’s Form Dated Exhibit Number Filed Herewith 10.31+ Form of Amended and Restated Registration Rights Agreement. 8-K 10/24/2023 10.2 10.32+ Form of Amended and Restated Shared Services Agreement. 8-K 10/24/2023 10.3 10.33+ Form of Securities Purchase Agreement, dated as of April 25, 2024, by and among Citius Pharmaceuticals, Inc. and the investors signatory thereto. 8-K 4/30/2024 10.1 10.34+ Amended and Restated Shared Services Agreement, dated, August, 12, 2024, between Citius Pharmaceuticals, Inc. and Citius Oncology, Inc. 8-K 8/16/2024 10.1 10.35+ Amended and Restated Registration Rights Agreement, dated as of August 12, 2024, by and between Citius Oncology, Inc. and the signatories thereto. 8-K 8/16/2024 10.2 10.36+ Side Letter Agreement, dated August 12, 2024, by and by and among Citius Pharmaceuticals, Inc., Citius Oncology, Inc., TenX Keane Acquisition and TenX Merger Sub, Inc. 8-K 8/16/2024 10.3 10.37+ Promissory note, dated August 16, 2024, issued to Citius Pharmaceuticals, Inc. by Citius Oncology, Inc. 8-K 8/16/2024 10.4 10.38 Form of Securities Purchase Agreement, dated as of November 15, 2024, by and among Citius Pharmaceuticals, Inc. and the investors signatory thereto. 8-K 11/18/2024 10.1 19.1 Insider Trading Policy. -- -- -- X 21 Subsidiaries. 10-K 12/29/2023 21 23.1 Consent of Independent Registered Public Accounting Firm. -- -- -- X 31.1 Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a). -- -- -- X 31.2 Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a). -- -- -- X 32.1 Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. -- -- -- X EX-101.INS INLINE XBRL INSTANCE DOCUMENT -- -- -- X EX-101.SCH INLINE XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT -- -- -- X EX-101.CAL INLINE XBRL TAXONOMY EXTENSION CALCULATION LINKBASE -- -- -- X EX-101.DEF INLINE XBRL TAXONOMY EXTENSION DEFINITION LINKBASE -- -- -- X EX-101.LAB INLINE XBRL TAXONOMY EXTENSION LABELS LINKBASE -- -- -- X EX-101.PRE INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE -- -- -- X 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). + Portions of this exhibit have been omitted pursuant to Item 601(b)10 of Regulation S-K or certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2) or 601(a)(5), as applicable. Citius Pharma agrees to furnish supplementally an unredacted copy such exhibit, including any omitted exhibits and schedules, to the SEC upon its request. * Management contract or compensatory plan. Item 16. Form 10-K Summary. Not applicable. 65 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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: December 27, 2024 By: /s/ Leonard Mazur Leonard Mazur Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Leonard Mazur Chief Executive Officer and Director December 27, 2024 Leonard Mazur (Principal Executive Officer) /s/ Myron Holubiak Executive Vice Chairman and Director December 27, 2024 Myron Holubiak /s/ Jaimie Bartushak Chief Financial Officer December 27, 2024 Jaime Bartushak (Principal Financial Officer and Principal Accounting Officer) /s/ Suren Dutia Director December 27, 2024 Suren Dutia /s/ Carol Webb Director December 27, 2024 Carol Webb /s/ Eugene Holuka Director December 27, 2024 Eugene Holuka /s/ Dennis McGrath Director December 27, 2024 Dennis McGrath /s/ Robert J. Smith Director December 27, 2024 Robert J. Smith 66 CITIUS PHARMACEUTICALS, INC. CONSOLIDATED FINANCIAL STATEMENTS INDEX Page Report of Independent Registered Public Accounting Firm (PCAOB ID # 392 ) F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Changes in Stockholders’ Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Citius Pharmaceuticals, Inc.: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Citius Pharmaceuticals, Inc. (the Company) as of September 30, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Emphasis of a Matter Regarding Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses and has a working capital deficit as of September 30, 2024. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Wolf & Company, P.C. We have served as the Company’s auditor since 2014. Boston, Massachusetts December 27, 2024 F- 2 CITIUS PHARMACEUTICALS, INC. CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 2024 AND 2023 2024 2023 ASSETS Current Assets: Cash and cash equivalents $ 3,251,880 $ 26,480,928 Inventory 8,268,766 — Prepaid expenses 2,700,000 7,889,506 Total Current Assets 14,220,646 34,370,434 Property and equipment, net — 1,432 Operating lease right-of-use asset, net 246,247 454,426 Other Assets: Deposits 38,062 38,062 In-process research and development 92,800,000 59,400,000 Goodwill 9,346,796 9,346,796 Total Other Assets 102,184,858 68,784,858 Total Assets $ 116,651,751 $ 103,611,150 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 4,927,211 $ 2,927,334 License payable 28,400,000 — Accrued expenses 17,027 476,300 Accrued compensation 2,229,018 2,156,983 Operating lease liability 241,547 218,380 Total Current Liabilities 35,814,803 5,778,997 Deferred tax liability 6,713,800 6,137,800 Operating lease liability – non current 21,318 262,865 Total Liabilities 42,549,921 12,179,662 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; 16,000,000 shares authorized; 7,247,243 and 6,354,371 shares issued and outstanding at September 30, 2024 and 2023, respectively 7,247 6,354 Additional paid-in capital 271,440,421 253,056,133 Accumulated deficit ( 201,370,218 ) ( 162,231,379 ) Total Citius Pharmaceuticals, Inc. Stockholders’ Equity 70,077,450 90,831,108 Non-controlling interest 4,024,380 600,380 Total Equity 74,101,830 91,431,488 Total Liabilities and Equity $ 116,651,751 $ 103,611,150 See accompanying report of independent registered public accounting firm and notes to the financial statements. Reflects a 1-for-25 reverse stock split effective November 25, 2024. F- 3 CITIUS PHARMACEUTICALS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023 2024 2023 Revenues $ — $ — Operating Expenses: Research and development 11,906,601 14,819,729 General and administrative 18,249,402 15,295,584 Stock-based compensation – general and administrative 11,839,678 6,616,705 Total Operating Expenses 41,995,681 36,732,018 Operating Loss ( 41,995,681 ) ( 36,732,018 ) Other Income: Interest income, net 758,000 1,179,417 Gain on sale of New Jersey net operating losses 2,387,842 3,585,689 Total Other Income Net 3,145,842 4,765,106 Loss before Income Taxes ( 38,849,839 ) ( 31,966,912 ) Income tax expense 576,000 576,000 Net Loss ( 39,425,839 ) ( 32,542,912 ) Net loss attributable to non-controlling interest 287,000 - Deemed dividend on warrant extension ( 1,047,312 ) ( 1,151,208 ) Net Loss Applicable to Common Stockholders $ ( 40,186,151 ) ( 33,694,120 ) Net Loss Per Share Applicable to Common Stockholders - Basic and Diluted $ ( 5.97 ) ( 5.57 ) Weighted Average Common Shares Outstanding Basic and diluted 6,726,999 6,051,789 See accompanying report of independent registered public accounting firm and notes to the financial statements. Reflects a 1-for-25 reverse stock split effective November 25, 2024. F- 4 CITIUS PHARMACEUTICALS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023 Preferred Common Stock Additional Paid-In Accumulated Total Citius Pharmaceuticals, Inc. Stockholders’ Non-Controlling Total Stock Shares Amount Capital Deficit Equity Interest Equity Balance, September 30, 2022 $ — 5,848,504 $ 5,848 $ 232,508,484 $ ( 129,688,467 ) $ 102,825,865 $ 600,380 $ 103,426,245 Issuance of common stock for services — 4,000 4 101,996 — 102,000 — 102,000 Issuance of common stock upon exercise of stock options — 1,867 2 31,265 — 31,267 — 31,267 Issuance of common stock in registered direct offering, net of costs of $ 1,201,818 — 500,000 500 13,797,683 — 13,798,183 — 13,798,183 Stock-based compensation expense — — — 6,616,705 — 6,616,705 — 6,616,705 Net loss — — — — ( 32,542,912 ) ( 32,542,912 ) — ( 32,542,912 ) Balance, September 30, 2023 — 6,354,371 6,354 253,056,133 ( 162,231,379 ) 90,831,108 600,380 91,431,488 Issuance of common stock for services — 15,479 15 284,161 — 284,176 — 284,176 Issuance of common stock upon exercise of stock options — 2,082 2 ( 2 ) — — — — Issuance of common stock offerings, net of costs — 875,311 876 13,802,808 — 13,803,684 — 13,803,684 Stock-based compensation expense — — — 11,839,678 — 11,839,678 — 11,839,678 Merger, net of transaction costs of $ 2,358,780 — — — ( 3,831,357 ) — ( 3,831,357 ) — ( 3,831,357 ) Minority interest from Merger — — — ( 3,711,000 ) — ( 3,711,000 ) 3,711,000 — Net loss — — — — ( 39,425,839 ) ( 39,425,839 ) — ( 39,425,839 ) Net loss attributable to noncontrolling interest — — — — 287,000 287,000 ( 287,000 ) — Balance, September 30, 2024 — 7,247,243 $ 7,247 $ 271,440,421 $ ( 201,370,218 ) $ 70,077,450 $ 4,024,380 $ 74,101,830 See accompanying report of independent registered public accounting firm and notes to the financial statements. Reflects a 1-for-25 reverse stock split effective November 25, 2024. F- 5 CITIUS PHARMACEUTICALS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023 2024 2023 Cash Flows From Operating Activities: Net loss $ ( 39,425,839 ) $ ( 32,542,912 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 11,839,678 6,616,705 Issuance of common stock for services 284,176 102,000 Amortization of operating lease right-of-use asset 208,179 191,648 Depreciation 1,432 2,668 Deferred income tax expense 576,000 576,000 Changes in operating assets and liabilities: Inventory ( 2,133,871 ) - Prepaid expenses ( 945,389 ) ( 5,036,926 ) Accounts payable 1,999,877 1,761,956 Accrued expenses ( 459,273 ) ( 929,094 ) Accrued compensation 72,035 394,732 Operating lease liability ( 218,380 ) ( 196,989 ) Net Cash Used In Operating Activities ( 28,201,375 ) ( 29,060,212 ) Cash Flows From Investing Activities: License payment ( 5,000,000 ) - Net Cash Used In Investing Activities ( 5,000,000 ) - Cash Flows From Financing Activities: Proceeds from common stock option exercises - 31,267 Merger, net ( 3,831,357 ) Net proceeds from registered direct offerings 13,803,684 13,798,183 Net Cash Provided By Financing Activities 9,972,327 13,829,450 Net Change in Cash and Cash Equivalents ( 23,229,048 ) ( 15,230,762 ) Cash and Cash Equivalents – Beginning of Year 26,480,928 41,711,690 Cash and Cash Equivalents – End of Year $ 3,251,880 $ 26,480,928 Supplemental Disclosures of Cash Flow Information and Non-cash Activities: IPR&D Milestones included in License Payable $ 28,400,000 $ - Prepaid Manufacturing transferred to Inventory $ 6,134,895 $ - See accompanying report of independent registered public accounting firm and notes to the financial statements. F- 6 CITIUS PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION Business Citius Pharmaceuticals, Inc. (“Citius Pharma,” the “Company” or “we”) is a late-stage biopharmaceutical company dedicated to the development and commercialization of 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, we acquired Leonard-Meron Biosciences, Inc. (“LMB”) as a wholly-owned subsidiary. We acquired all the outstanding stock of LMB by issuing shares of our common stock. The net assets acquired included identifiable intangible assets of $ 19,400,000 related to in-process research and development. We recorded goodwill of $ 9,346,796 for the excess of the purchase price 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 Oncology, Inc. (formerly named Citius Acquisition Corp.) (“Citius Oncology”), as a wholly-owned subsidiary in conjunction with the acquisition of LYMPHIR, which began operations in April 2022. On August 12, 2024, Citius Pharma and Citius Oncology entered into a merger agreement with TenX Keane Acquisition, and its wholly owned subsidiary, TenX Merger Sub Inc (“Merger Sub”), whereby Merger Sub merged with and into Citius Oncology. After the merger and recapitalization (the “Merger”), the newly combined publicly traded company is owned 92.3 % by Citius Pharma, and is named Citius Oncology, Inc. (see Note 9). Since its inception, we have devoted substantially all our efforts to business planning, research and development, recruiting management and technical staff, and raising capital. We are subject to a number of risks common to companies in the pharmaceutical industry including, but not limited to, risks related to the development by the Company or its competitors of research and development stage products, regulatory approval and market acceptance of its products, 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 The accompanying consolidated financial statements include the operations of Citius Pharmaceuticals, Inc., and its wholly-owned subsidiaries, Citius Pharmaceuticals, LLC and LMB and its majority-owned subsidiaries NoveCite and Citius Oncology. NoveCite, was inactive until October 2020. On August 12, 2024, Citius Oncology, previously a wholly-owned subsidiary, became a 92.3 % majority-owned subsidiary. The operations of NoveCite and Citius Oncology are included in the consolidated results. The portion of equity that is not attributable to the Company, is presented as a non-controlling interest within stockholder’s equity. Unless excluded by shareholder agreements, the portion of net loss attributable to non-controlling interests is included in the statement of operations. All significant inter-company balances and transactions have been eliminated in consolidation. All share amounts and per share data reflect a 1-for-25 reverse stock split which went effective on November 25, 2024, subsequent to year-end which is more fully descripted in Note 13. 2. GOING CONCERN UNCERTAINTY 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 $ 28,201,375 and $ 29,060,212 , for the years ended September 30, 2024 and 2023, respectively. The Company had a negative working capital of approximately $ 21.6 million at September 30, 2024. The Company estimates that its available cash resources will be sufficient to fund its operations through February 2025 which raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the accompanying consolidated financial statements are issued. F- 7 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 2025, including its development plans for Mino-Lok, Mino-Wrap, Halo-Lido and NoveCite, will depend on its ability to obtain regulatory approval for Mino-Lok and generate substantial revenue from the sale of LYMPHIR 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 LYMPHIR 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 LYMPHIR, 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. The accompanying financial statements do not include any adjustments that might result from the outcome of the above uncertainty. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies followed by the Company in the preparation of the consolidated financial statements is as follows: Use of Estimates The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates having relatively higher significance include the accounting for in-process research and development, goodwill, stock-based compensation and income taxes. Actual results could differ from those estimates and changes in estimates may occur. Cash and Cash Equivalents The Company considers all highly liquid instruments with maturities of less than three months at the time of purchase to be cash equivalents. From time to time, the Company may have cash balances in financial institutions in excess of insurance limits. The Company has never experienced any losses related to these balances. Prepaid Expenses Prepaid expenses at September 30, 2024 and 2023 consist of $ 0 and $ 154,611 of prepaid insurance, respectively, and $ 2,700,000 and $ 7,734,895 of advance payments made for the preparation of long-lead time drug substance and product costs, respectively, which will be utilized in research and development activities or in the manufacturing of LYMPHIR for sales. Inventory Inventory is stated at the lower of actual accumulated costs or net realizable value as of September 30, 2024 consisting of finished goods of $ 6,134,895 , and work in process of $ 2,133,862 related to the manufacturing of LYMPHIR commercial products to be sold in 2025. No reserves against inventory were deemed necessary based on an evaluation of the product expiration dating. During 2024, $ 6,134,895 of prepaid manufacturing costs were transferred to inventory upon product approval and production commencement at our third-party manufacturers. The Company has not yet selected a specific inventory costing methodology (e.g., FIFO or weighted average). Management plans to implement an appropriate inventory costing method prior to the commencement of sales activities. The selection of this method may impact future financial statements once sales begin. Research and Development Research and development costs, including upfront fees and milestones paid to collaborators who are performing research and development activities under contractual agreements with the Company, are expensed as incurred. The Company defers and capitalizes its nonrefundable advance payments that are for research and development activities until the related goods are delivered or the related services are performed. When the Company is reimbursed by a collaboration partner for work the Company performs, it records the costs incurred as research and development expenses and the related reimbursement as a reduction to research and development expenses in its consolidated statement of operations. Research and development expenses primarily consist of clinical and non-clinical studies, materials and supplies, third-party costs for contracted services, and payments related to external collaborations and other research and development related costs. F- 8 In-process Research and Development The Company capitalizes intangible assets purchased from others for use in research and development activities as In Process Research & Development (IPR&D) when the assets acquired have an alternative future use, the Company anticipates future economic benefit from that use and the assets acquired are not dependent on future development. Milestone payments upon regulatory approval that meet the same criteria are capitalized when the payments are considered recoverable based on expected future cash flows. Amortization of IPR&D over the exclusive regulatory period of the acquired asset commences upon revenue generation. In-process research and development includes $ 19,400,000 representing the value of LMB’s drug candidate, Mino-Lok, an antibiotic lock solution in Phase 3 clinical development, which if approved, would be 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. In-process research and development also includes $ 73,400,000 representing the value of Citius Oncology’s exclusive license for LYMPHIR (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. Citius Oncology’s In-process research and development consists of $ 40,000,000 paid to Dr. Reddy’s from the asset purchase agreement and approval milestone fees of $ 27,500,000 to Dr. Reddy’s and $ 5,900,000 to Eisai. Included in the IPR&D is the historical know-how, formula protocols, designs, and procedures that were needed to complete Phase 3. In addition, the contracts acquired in connection with Dr. Reddy’s transaction with the clinical research and manufacturing organization are at market rates and could be provided by multiple vendors in the marketplace. Therefore, there is no fair value associated with the contracts acquired. The Company reviews intangible assets annually to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life of any intangible asset. If the carrying value of an asset exceeds its undiscounted cash flows, the Company writes down the carrying value of the intangible asset to its fair value in the period identified. No impairment has occurred since the acquisitions through September 30, 2024. Goodwill Goodwill represents the value of LMB’s industry relationships and its assembled workforce. Goodwill is not amortized but it is tested at least annually for impairment. The Company evaluates the recoverability of goodwill annually or more frequently if events or changes in circumstances indicate that the carrying value of an asset might be impaired, in accordance with Accounting Standard Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment issued by the Financial Accounting Standards Bureau (“FASB”). Goodwill is first qualitatively assessed to determine whether further impairment testing is necessary. Factors that management considers in this assessment include macroeconomic conditions, industry and market considerations, overall financial performance (both current and projected), changes in management and strategy and changes in the composition or carrying amount of net assets. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a one-step test is then performed in accordance with ASU 2017-04. Under the simplified model, a goodwill impairment is calculated as the difference between the carrying amount of the reporting unit and its fair value. The Company performed a qualitative assessment for its 2024 analysis of goodwill. Based on this assessment, management does not believe that it is more likely than not that the carrying value of the reporting unit exceeds its fair value. Accordingly, no further testing was performed as management believes that there are no impairment issues with respect to goodwill as of September 30, 2024. F- 9 Stock-Based Compensation The Company recognizes compensation costs resulting from the issuance of stock-based awards to employees and directors as an expense in the consolidated statement of operations over the requisite service period based on the fair value for each stock award on the grant date. The fair value of each option grant is estimated as of the date of grant using the Black-Scholes option pricing model. The Company estimates volatility using the trading activity of its common stock. Because the Company’s stock options have characteristics significantly different from those of traded options, and because changes in the input assumptions can materially affect the fair value estimate, the existing model may not necessarily provide a reliable single measure of fair value of the Company’s stock options. The Company recognizes compensation costs resulting from the issuance of stock-based awards to non-employees as an expense in the consolidated statement of operations over the service period based on the measurement of fair value for each stock award and records forfeitures as they occur. Income Taxes The Company follows accounting guidance regarding the recognition, measurement, presentation, and disclosure of uncertain tax positions in the consolidated financial statements. Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are required to be evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authorities. Tax positions not deemed to meet a more-likely-than-not threshold would be recorded in the consolidated financial statements. There are no uncertain tax positions that require accrual or disclosure as of September 30, 2024. Any interest or penalties are charged to expense. During the years ended September 30, 2024 and 2023, the Company did not recognize any interest and penalties. Tax years subsequent to September 30, 2020 are subject to examination by federal and state authorities. The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities, and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, for deferred tax assets for which it does not consider realization of such assets to be “more-likely-than-not.” The deferred tax benefit or expense for the period represents the change in the deferred tax asset or liability from the beginning to the end of the period. 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 options and warrants were not included in the calculation of the diluted loss per share because they were anti-dilutive. Segment Reporting The Company currently operates as a single segment. Concentrations of Credit Risk The Company has no significant off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other hedging arrangements. Recently Issued Accounting Standards Reportable Segment Disclosures In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The change in the standard improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The changes improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The guidance will be effective for annual reporting periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. Early adoption is permitted. The standard will be applied retrospectively. The Company is currently evaluating the impact of adoption of the standard on its financial statement disclosures. F- 10 Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. The standard enhances the transparency, decision usefulness and effectiveness of income tax disclosures by requiring consistent categories and greater disaggregation of information in the reconciliation of income taxes computed using the enacted statutory income tax rate to the actual income tax provision and effective income tax rate, as well as the disaggregation of income taxes paid (refunded) by jurisdiction. The standard also requires disclosure of income (loss) before provision for income taxes and income tax expense (benefit) in accordance with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of General Application – General Notes to Financial Statements: Income Tax Expense, and the removal of disclosures no longer considered cost beneficial or relevant. The guidance will be effective for annual reporting periods beginning after December 15, 2024. Early adoption is permitted. The standard will be applied on a prospective basis, with retrospective application permitted. The Company is currently evaluating the impact of adoption of the standard on its financial statement disclosures. Disaggregation of Income Statement Expenses In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting–Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses. The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation and amortization) included within income statement expense captions. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard updates are to be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact of adoption of the standard update on its financial statement disclosures. 4. 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 expense of $ 90,000 in 2024 and 2023. 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 $ 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 a liquefying gel-based wrap containing minocycline and rifampin for the reduction of infections associated with breast implants following breast reconstructive surgeries (“Mino-Wrap”). 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 (the “FDA”). Under the license agreement, we paid an annual maintenance fee of $ 75,000 and $ 60,000 in January 2023 and 2022, respectively. The annual maintenance fee increases by $ 15,000 per year up to a maximum of $ 90,000 and ceases 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. The agreement expires on the later of the expiration of the patents or January 2, 2034. The Company terminated the Mino-Wrap License Agreement in December 2024. F- 11 License Agreement with Eterna On October 6, 2020, our subsidiary, NoveCite, signed an exclusive license agreement for a novel cellular therapy for acute respiratory distress syndrome (ARDS) with a subsidiary of Novellus, Inc. (“Novellus”). Upon execution of the 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, 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 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”). 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 Eterna 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) 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 continue 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 an asset purchase agreement with Dr. Reddy’s Laboratories SA, a subsidiary of Dr. Reddy’s Laboratories, Ltd. (collectively, “Dr. Reddy’s”) and a license agreement with Eisai Co., Ltd. (“Eisai”) to acquire an exclusive license of E7777 (denileukin diftitox), a late-stage oncology immunotherapy for the treatment of CTCL, a rare form of non-Hodgkin lymphoma. We have obtained the trade name of LYMPHIR for E7777. Citius Pharma assigned these agreements to Citius Oncology effective April 1, 2022. F- 12 Under the terms of these agreements, we acquired Dr. Reddy’s exclusive license for E7777 from Eisai and other related assets owned by Dr. Reddy’s. The exclusive license includes rights to develop and commercialize E7777 in all markets except for Japan and certain parts of Asia. Additionally, we retained an option on the right to develop and market the product in India. Eisai retains exclusive development and marketing rights for the agent in Japan and Asia. Citius Pharma 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. Under the license agreement, Eisai is to receive a $5.9 million development milestone payment upon initial approval and additional commercial milestone payments related to the achievement of net product sales thresholds (which increases to $6.9 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 were required to reimburse Eisai for up to $2.65 million of its costs to complete the ongoing Phase 3 pivotal clinical trial for LYMPHIR for the CTCL indication and reimburse Eisai for all reasonable costs associated with the preparation of a Biologics License Application (“BLA”) for LYMPHIR. Eisai was responsible for completing the CTCL clinical trial, and chemistry, manufacturing, and controls (CMC) activities through the filing of a BLA for LYMPHIR with the FDA. The BLA was filed with the FDA on September 27, 2022. We will also be responsible for development costs associated with potential additional indications. The term of the license agreement will continue until (i) March 30, 2026, if there has not been a commercial sale of a licensed product in the territory, or (ii) if there has been a first commercial sale of a licensed product in the territory by March 30. 2026, 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 asset purchase agreement with Dr. Reddy’s, we are required to (i) use commercially reasonable efforts to make commercially available products in the CTCL indication, peripheral T-cell lymphoma indication and immuno-oncology indication, (ii) initiate two investigator initiated immuno-oncology trials, (iii) use commercially reasonable efforts to achieve each of the approval milestones, and (iv) to 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. On July 29, 2023, we received a Complete Response Letter, (“CRL”) from the FDA regarding the BLA seeking approval for LYMPHIR. The FDA has required that we incorporate enhanced product testing, and additional controls agreed to with the FDA during the market application review. The FDA raised no concerns relating to the safety and efficacy clinical data package. On September 8, 2023, we announced that the FDA agreed with our plans to address the requirements outlined in the CRL. The guidance from the FDA provides a path for completing the necessary activities to support the resubmission of the BLA. No additional clinical efficacy or safety trials have been requested by FDA for the resubmission. The Company remediated the issues raised in the CRL by the FDA and received a BLA approval in August 2024. As part of the definitive agreement with Dr. Reddy’s, Citius Pharmaceuticals acquired method of use patents in which LYMPHIR is administered in combination with the programmed cell death protein 1 (“PD-1”) pathway inhibitor drug class. PD-1 plays a vital role in inhibiting immune responses and promoting self-tolerance through modulating the activity of T-cells, activating apoptosis of antigen-specific T cells and inhibiting apoptosis of regulatory T cells. The following patents were acquired and subsequently transferred to Citius Oncology, Inc.: US Provisional Application No. 63/070,645, which was filed on August 26, 2020, and subsequently published as US 2022/0062390 A1 on March 3, 2022, entitled Methods of Treating Cancer. International Patent Application Number: PCT/IB2021/0576733, which was filed with the World Intellectual Property Organization on August 23, 2021, and subsequently published as WO 2022/043863 A1 on March 3, 2022, entitled, Combination for Use in Methods of Treating Cancer. Upon FDA approval of Lymphir in August 2024, Citius Oncology was subject to approval milestone fees totaling $ 33.7 million. Citius Oncology paid $ 5.0 million prior to year end and the remaining balance is reflected as a License Payable on the balance sheet. The $ 33.7 million was recorded as in-process research and development asset and will be subject to amortization as further discussed in Note 3. F- 13 5. COMMON STOCK, STOCK OPTIONS AND WARRANTS Common Stock Issued for Services On October 10, 2023, the Company issued 4,351 shares of common stock for media, and public and investor relations services and expensed the $ 76,146 fair value of the common stock issued. On January 17, 2024, the Company issued 5,128 shares of common stock for general and business development advisory services and expensed the $ 98,079 fair value of the common stock issued. On April 25, 2024, the Company issued 6,000 shares of common stock for financial, general and business development advisory services and expensed the $ 109,950 fair value of the common stock issued. Common Stock Offering On April 30, 2024, the Company closed a registered direct offering of 857,143 common shares and warrants to purchase up to 857,143 common shares, at a purchase price of $ 17.50 per share and accompanying warrant for gross proceeds of $ 15,000,002 . The warrants have an exercise price of $ 18.75 per share, are exercisable six months from the date of issuance, and expire on October 30, 2029 . The estimated fair value of the warrants issued to the investors was approximately $ 11,206,000 . Net proceeds were $ 13,718,951 after deducting the placement agent fee of $ 1,050,000 , placement agent expenses of $ 135,000 , legal fees of $ 80,101 , and other offering expenses of $ 15,950 . The Company also issued 60,000 warrants to the placement agent at an exercise price of $ 21.875 per share, that are exercisable six months from the date of issuance and expire on April 25, 2029 . The estimated fair value of the warrants issued to the placement agent was approximately $ 756,000 . At the Market Offering Agreement On August 12, 2024, the Company entered into an agreement with HC Wainwright, (the “Manager’) to issue and sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement the Company’s common shares. The Company completed the following sales of its common shares through the Manager in September. Gross Net Date Shares Price Proceeds Proceeds 1 9/23/2024 14,295 $ 14.22 $ 203,240 $ 195,815 9/27/2024 3,254 $ 12.65 41,148 41,358 9/30/2024 619 $ 12.52 7,752 7,223 Total 18,168 $ 252,140 $ 247,396 1) Net proceeds after deducting the broker fee and trading expenses but before offering expenses. There were additional offering expenses of approximately $ 162,000 in placement agent expenses and legal fees for net proceeds after expenses of $ 84,735 . Stock Option Plans Pursuant to our 2014 Stock Incentive Plan, we reserved 34,667 shares of common stock. As of September 30, 2024, there were options to purchase 18,484 shares outstanding, options to purchase 2,318 shares were exercised, options to purchase 13,865 shares expired or were forfeited, and no shares were available for future grants. Pursuant to our 2018 Omnibus Stock Incentive Plan, we reserved 80,000 shares of common stock. As of September 30, 2024, there were options to purchase 67,200 shares outstanding, options to purchase 4,667 shares were exercised, options to purchase 3,733 shares expired or were forfeited, and the remaining 4,400 shares were transferred to the 2020 Omnibus Stock Incentive Plan (“2020 Plan”). Pursuant to our 2020 Plan, we reserved 124,400 shares of common stock. As of September 30, 2024, there were options to purchase 66,000 shares outstanding, options to purchase 8,800 shares expired or were forfeited, and the remaining 49,600 shares were transferred to the 2021 Omnibus Stock Incentive Plan (“2021 Stock Plan”). F- 14 Pursuant to our 2021 Stock Plan, we reserved 349,600 shares of common stock. As of September 30, 2024, options to purchase 330,000 shares were outstanding, options to purchase 18,200 shares expired or were forfeited, and the remaining 1,400 shares were transferred to the 2023 Omnibus Stock Incentive Plan (“2023 Stock Plan”). In November 2022, our Board approved the 2023 Stock Plan, subject to stockholder approval, which was received on February 7, 2023. The 2023 Stock Plan has reserved for issuance 481,400 shares of common stock. As of September 30, 2024, options to purchase 174,400 shares were outstanding, 4,000 shares were expired or forfeited 303,000 shares remain available for future grants. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model. Volatility is estimated using the trading activity of our common stock. 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 to employees and directors, 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. The following assumptions were used in determining the fair value of stock option grants for the years ended September 30, 2024 and 2023: 2024 2023 Risk-free interest rate 4.62 – 4.66 % 1.05 – 2.94 % Expected dividend yield 0.00 % 0.00 % Expected term 5.50 – 10 years 6.50 – 10 years Expected volatility 85 – 86 % 94 – 110 % A summary of option activity under the Citius Pharma plans (excluding the NoveCite and Citius Oncology Stock Plans) is presented below: Option Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at September 30, 2023 532,207 $ 44.75 7.41 years $ 56,203 Granted 166,400 $ 17.50 9.04 years $ 0.00 Exercised ( 2,125 ) $ 0.38 $ 39,068 Forfeited or expired ( 40,398 ) $ 68.50 Outstanding at September 30, 2024 656,084 $ 36.41 7.26 years $ 0.00 Exercisable at September 30, 2024 347,618 $ 44.40 6.27 years $ 0.00 The weighted average grant date fair value of the options granted during the year ended September 30, 2023 was estimated at $ 24.44 per share. All these options vest over terms of 12 to 36 months and have a term of 10 years. The weighted average grant date fair value of the options granted during the year ended September 30, 2024 was estimated at $ 13.38 per share. All these options vest over terms of 12 to 36 months and have a term of 10 years. At September 30, 2024, unrecognized total compensation cost related to unvested awards under the Citius stock plans of $ 2,678,274 is expected to be recognized over a weighted average period of 1.44 years. NoveCite Stock Plan – Under the NoveCite Stock Plan, we reserved 2,000,000 common shares of NoveCite. As of September 30, 2024, there were options outstanding to purchase 1,911,500 common shares of NoveCite and 88,500 common shares of NoveCite available for future grants. During the year ended September 30, 2021, NoveCite granted options to purchase 2,000,000 common shares to employees at a weighted average exercise price of $ 0.24 per share, of which options to purchase 88,500 common shares were forfeited, and options to purchase 1,911,500 common shares were exercisable as of September 30, 2024. 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 6.39 years. No options were issued in fiscal years 20243 and 2023. At September 30, 2024, there is no remaining unrecognized total compensation cost related to unvested awards under the NoveCite Stock Plan. Citius Oncology Stock Plan - Under the Citius Oncology Stock Plan, adopted on April 29, 2023, we reserved 15,000,000 common shares of Citius Oncology. The Citius Oncology 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. F- 15 The following assumptions were used in determining the fair value of the Citius Oncology stock option grants for the year ended September 30, 2024 and 2023: 2024 2023 Risk-free interest rate 4.66 % 4.11 % Expected dividend yield 0.00 % 0.00 % Expected term 6.50 years 5.96 years Expected volatility 87 % 91 % Volatility is estimated using the trading activity of Citius Pharmaceuticals common stock. until such time as Citius Oncology has sufficient history. 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 to employees and directors, 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 the Citius Oncology plan is presented below: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at September 30, 2023 12,600,000 $ 2.15 9.77 years $ — Granted 150,000 2.15 Forfeited — Outstanding at September 30, 2024 12,750,000 $ 2.15 8.78 years $ — Exercisable at September 30, 2024 3,937,500 $ 2.15 8.77 years $ — The weighted average grant date fair value of the Citius Oncology options granted during the year ended September 30, 2024 was estimated at $ 1.66 per share. All these options vest over terms of 12 to 36 months and have a term of 10 years. At September 30, 2024, unrecognized total compensation cost related to unvested awards under the Citius Oncology stock plan of $ 11,592,383 is expected to be recognized over a weighted average period of 1.77 years. Stock-based compensation expense under all plans for the years ended September 30, 2024 and 2023 was $ 11,839,678 (including $ 47,574 for the NoveCite plan and $ 7,498,817 for the Citius Oncology plan) and $ 6,616,705 (including $ 130,382 for the NoveCite plan and $ 1,965,500 for the Citius Oncology plan), respectively. Warrants The Company has reserved 2,945,337 shares of common stock for the exercise of outstanding warrants. The following table summarizes the warrants outstanding at September 30, 2024: Exercise price Number Expiration Dates August 2018 Offering Investors 28.75 156,863 August 14, 2024 August 2018 Offering Agent 39.84 7,576 August 8, 2024 April 2019 Registered Direct/Private Placement Investors 35.50 51,780 April 5, 2024 April 2019 Registered Direct/Private Placement Agent 48.28 9,605 April 5, 2024 September 2019 Offering Investors 19.25 111,732 September 27, 2024 September 2019 Offering Underwriter 27.97 7,774 September 27, 2024 February 2020 Exercise Agreement Placement Agent 31.88 5,555 August 19, 2025 May 2020 Registered Direct Offering Investors 25.00 66,824 November 18, 2025 May 2020 Registered Direct Offering Placement Agent 33.20 6,226 May 14, 2025 August 2020 Underwriter 32.81 8,079 August 10, 2025 January 2021 Registered Direct Offering Investors 30.78 123,648 July 27, 2026 January 2021 Registered Direct Offering Agent 40.44 14,065 July 27, 2026 February 2021 Offering Investors 42.50 823,211 February 19, 2026 February 2021 Offering Agent 47.03 100,256 February 19, 2026 May 2023 Registered Direct Offering Investors 37.50 500,000 May 8, 2028 May 2023 Registered Direct Offering Agent 37.50 35,000 May 3, 2028 April 2024 Registered Direct Offering Investors 18.75 857,143 October 30, 2029 April 2024 Registered Direct Offering Agent 21.875 60,000 April 25, 2029 2,945,337 F- 16 On April 2, 2024, we extended the term by one year to April 5, 2025, for 51,780 warrants for common stock with an exercise price of $ 35.50 per share and extended the term by one year to April 5, 2025, for 9,605 warrants with an exercise price of $ 48.28 per share. We recorded a deemed dividend of $ 321,559 based on the excess of the fair value of the modified warrants over the fair value of the warrants before the modification, the effect of which was an increase in the net loss attributable to common shareholders in the statement of operations for the year ended September 30, 2024. On August 7, 2024, we extended the term by one year to August 14, 2025, for 156,863 warrants for common stock with an exercise price of $ 28.75 per share and extended the term by one year to August 8, 2025, for 7,576 warrants with an exercise price of $ 39.84 per share. We recorded a deemed dividend of $ 375,511 based on the excess of the fair value of the modified warrants over the fair value of the warrants before the modification, the effect of which was an increase in the net loss attributable to common shareholders in the statement of operations for the year ended September 30, 2024. On September 25, 2024, we extended the term by one year to September 27, 2025, for 111,732 warrants for common stock with an exercise price of $ 19.25 per share and extended the term by one year to September 27, 2025, for 7,774 warrants with an exercise price of $ 27.97 per share. We recorded a deemed dividend of $ 350,241 based on the excess of the fair value of the modified warrants over the fair value of the warrants before the modification, the effect of which was an increase in the net loss attributable to common shareholders in the statement of operations for the year ended September 30, 2025. At September 30, 2024, the weighted average remaining life of the outstanding warrants is 2.88 years, all warrants are exercisable, and there was no aggregate intrinsic value for the warrants outstanding. Common Stock Reserved A summary of common stock reserved for future issuances by the Company excluding all subsidiaries as of September 30, 2024 is as follows: Stock plan options outstanding 656,084 Stock plan shares available for future grants 303,000 Warrants outstanding 2,945,337 Total 3,904,421 6. RELATED PARTY TRANSACTIONS On the following dates, we extended warrants held by our Chairman and by our Executive Vice Chairman (see Note 5). April 5, 2024 51,780 August 7, 2024 156,863 September 25, 2024 111,732 See also Note 9 for Merger transaction and transactions consummated with our subsidiary to facilitate the Merger. The Company is a party to a Shared Services Agreement with Citius Oncology. Under the terms of the agreement, the Company provides all executive, operational, financial, and administrative support to Citius Oncology for a period of up to two (2) years. The quarterly allocated expense to Citius Oncology by the Company is approximately $ 935,000 . 7. EMPLOYMENT AGREEMENTS Employment Agreements On October 19, 2017, the Company and its Chairman of the Board, Leonard Mazur, entered into an employment agreement with a three-year term. Upon expiration, the agreement automatically renews for successive periods of one-year unless terminated pursuant to its terms. Under the terms of the agreement, the Company is required to pay base compensation plus incentives over the employment term plus severance benefits upon the occurrence of certain events as described in the agreement. On November 27, 2017, the Company entered into an employment agreement with Jaime Bartushak to serve as the Chief Financial Officer and Principal Financial Officer of the Company. The agreement requires the Company to pay base compensation plus incentives over the employment term plus severance benefits upon the occurrence of certain events as described in the agreement. On April 12, 2022, we entered into an 18-month employment agreement with Myron Holubiak to serve as Executive Vice Chairman. Upon expiration, the agreement automatically renews for successive periods of one-year unless terminated pursuant to its terms. The agreement requires the Company to pay base compensation plus incentives over the employment term plus severance benefits upon the occurrence of certain events as described in the agreement. On July 13, 2020, we entered into an employment agreement with Myron Czuczman, M.D. to serve as Executive Vice President, Chief Medical Officer. The agreement requires the Company to pay base compensation plus incentives over the employment term plus severance benefits upon the occurrence of certain events as described in the agreement. The Company has employment agreements with certain other employees that require the Company to pay base compensation plus incentives over the employment term plus severance benefits upon the occurrence of certain events as described in the agreement. F- 17 8. COMMITMENTS AND CONTINGENCIES Operating Lease Effective July 1, 2019, we entered into a 76-month lease for office space in Cranford, NJ. We pay our 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. We identified and assessed the following significant assumptions in recognizing its right-of-use assets and corresponding lease liabilities: ● As the Cranford lease does not provide an implicit rate, the Company estimated the incremental borrowing rate in calculating the present value of the lease payments. The Company has estimated its incremental borrowing rate 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 Year Ended September 30, 2024 Year Ended September 30, 2023 Operating lease cost $ 238,823 $ 238,824 Variable lease cost 25,809 4,771 Total lease cost $ 264,632 $ 243,595 Other information Weighted-average remaining lease term - operating leases 1.1 Years 2.1 Years Weighted-average discount rate - operating leases 8.0 % 8.0 % Maturities of lease liabilities due under the Company’s non-cancellable leases are as follows: Year Ending September 30, 2025 $ 253,883 2026 21,460 Total lease payments 275,343 Less: interest ( 12,478 ) Present value of lease liabilities $ 262,865 Leases Classification September 30, 2024 September 30, 2023 Assets Lease asset Operating $ 246,247 $ 454,426 Total lease assets $ 246,247 $ 454,426 Liabilities Current Operating $ 241,547 $ 218,380 Non-current Operating 21,318 262,865 Total lease liabilities $ 262,865 $ 481,245 Interest expense on the lease liability was $ 30,644 and $ 47,176 for the years ended September 30, 2024 and 2023, respectively. This amount is classified within general & administrative expense. F- 18 Commercial Manufacturing Contracts The Company has entered into an agreement with a Contract Manufacturing Organization for the manufacture and supply of drug substance. The agreement runs through calendar 2026, with an automatic renewal for a subsequent 4-year term. Under this agreement, the Company is obligated to purchase minimum annual quantities of batches at a set price per batch, subject to annual increases. Additionally, the Company is required to pay an annual service fee of $ 250,000 . The agreement also includes provisions for potential price increases based on increases in the manufacturer’s operating expenses or industry indices, as well as significant termination fees and obligations. As of September 30, 2024, the total minimum purchase commitment under this agreement was approximately $ 17.3 million consisting of payments of $ 11.9 million and $ 5.4 million for 2025 and 2026 respectively. As of September 30, 2024, the Company also has commercial supply agreements with two other vendors for the completion and packaging of finished drug products. Minimum purchase commitments under these two agreements amount to approximately $ 4.5 million consisting of purchase commitment obligations of $ 2.9 million in 2025 and $ 1.6 million in 2026. Legal Proceedings The Company is not involved in any litigation that it believes could have a material adverse effect on its financial position or results of operations. There is no action, suit, proceeding, inquiry, or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company’s executive officers, threatened against or affecting the Company or its officers or directors in their capacities as such. 9. MERGER AGRFEEMENT On October 23, 2023, the Company and its then wholly owned subsidiary Citius Oncology entered into an agreement and plan of merger and reorganization (the “Merger Agreement”) with TenX Keane Acquisition, a Cayman Islands exempted company (“TenX”), and TenX Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of TenX (“Merger Sub”). On August 12, 2024, pursuant to the terms and conditions of the Merger Agreement, Merger Sub merged with and into Citius Oncology, with Citius Oncology surviving as a wholly owned subsidiary of TenX (the “Merger”) which was subsequently renamed Citius Oncology Sub. Prior to closing of the Merger, TenX migrated to and domesticated as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware and the Cayman Islands Companies Act (As Revised) (the “Domestication”). As part of the Domestication, TenX changed its name to “Citius Oncology, Inc.” (Nasdaq: CTOR). Immediately after the closing of the Merger, Citius Pharma owned approximately 92.3 % of the outstanding shares of common stock of Citius Oncology. The Merger, net amount of $ 3,831,357 charged to additional paid in capital consists of $ 395,515 of net liabilities of TenX on the date of the Merger (cash of $ 163,500 less liabilities of $ 559,015 ) plus directly related transaction costs $ 2,358,780 and the cost of public rights in the amount of $ 1,077,062 . As part of the Merger, the Company made capital investments in Citius Oncology through cash contributions of $ 3,827,944 to fund transactions related to the Merger and by reclassifying to additional paid in capital intercompany receivables of $ 33,180,961 that were due from Citius Oncology to the Company. Simultaneously, the Company advanced an additional $ 3,800,111 to Citius Oncology under the terms of a non-interest bearing note payable. The note is repayable upon a capital raise by Citius Oncology of at least $ 10,000,000 through the issuance of debt, equity or royalty financing. The Merger recapitalization resulted in a 92.3 % ownership interest by the Company in Citius Oncology. 10. GAIN ON SALE OF NEW JERSEY NET OPERATING LOSSES The Company recognized a gain of $ 2,387,842 and $ 3,585,689 for the years ended September 30, 2024 and 2023, respectively, 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. F- 19 11. INCOME TAXES The Company recorded deferred income tax expense of $ 576,000 for the both the years ended September 30, 2024 and 2023 related to the amortization for taxable purposes of its in-process research and development asset. The income tax expense (benefit) differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income for the years ended September 30, 2024 and 2023 due to the following: 2024 2023 Computed “expected” tax benefit ( 21.0 )% ( 21.0 )% Increase (decrease) in income taxes resulting from: State taxes, net of federal benefit ( 6.3 ) ( 6.3 ) Permanent differences 5.5 3.7 Increase in the valuation reserve 23.3 25.4 1.5 % 1.78 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows: September 30, 2024 September 30, 2023 Deferred tax assets: Net operating loss carryforward $ 39,888,000 $ 34,980,000 Stock-based compensation 3,310,000 2,191,000 Capitalized research and development 5,762,000 3,644,000 Other 4,861,000 4,100,000 Valuation allowance on deferred tax assets ( 53,821,000 ) ( 44,915,000 ) Total deferred tax assets — — Deferred tax liabilities: In-process research and development ( 6,713,800 ) ( 6,137,800 ) Total deferred tax liability ( 6,713,800 ) ( 6,137,800 ) Net deferred tax liability $ ( 6,713,800 ) $ ( 6,137,800 ) The Company has recorded a valuation allowance against deferred tax assets as the utilization of the net operating loss carryforward and other deferred tax assets is uncertain. During the years ended September 30, 2024 and 2023, the valuation allowance increased by $ 8,906,000 and $ 4,984,000 , respectively. The increase in the valuation allowance during the years ended September 30, 2024 and 2023 was primarily due to the Company’s net operating loss. At September 30, 2024, the Company has a federal net operating loss carryforward of approximately $ 155,000,000 . Federal net operating loss carryforwards of approximately $ 35,000,000 begin expiring in 2034 and carryforwards of approximately $ 120,000,000 generated in tax years beginning after 2017 may be carried forward indefinitely. As of September 30, 2024, the Company also has estimated federal research and development credits of $ 4,250,000 to offset future income taxes. The tax credit carryforwards will begin to expire in 2036. The Company accounts for uncertain tax positions in accordance with the guidance provided in ASC 740, “Accounting for Income Taxes.” This guidance describes a recognition threshold and measurement attribute for the financial statement disclosure of tax positions taken or expected to be taken in a tax return and requires recognition of tax benefits that satisfy a more-likely-than-not threshold. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods and disclosure. There have been no reserves for uncertain tax positions recorded by the Company to date. F- 20 12. NASDAQ LISTING On March 12, 2024, the Company received formal notice that the Nasdaq Stock Market LLC (“Nasdaq”) granted our request for an extension through September 9, 2024 (the “Extension Notice”) to evidence compliance with the $ 1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). On September 9, 2024 the Company received a letter from the Listing Qualifications Staff of Nasdaq indicating that, based upon the closing bid price of the Company’s common stock, par value $ 0.001 per share, for the prior 30 consecutive business days, the Company was not in compliance with the Bid Price Rule. As the Company did not regain compliance with the Bid Price Rule by September 9, 2024, the Company received a delisting determination letter on September 10, 2024. Accordingly, the Company intends to timely request a hearing before a Nasdaq Hearing Panel (“Panel”). On October 28, 2024 the Panel held its hearing with the Company. On November 6, 2024, the Company received a decision letter from the Panel granting the Company’s request to continue its listing on The Nasdaq Capital Market, subject to regaining compliance with the Bid Price Rule on or before December 3, 2024. On December 18, 2024, the Company received notification from Nasdaq that it had regained compliance with the Bid Price Rule. 13. SUBSEQUENT EVENTS On November 15, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors for the issuance and sale, in a registered direct offering by the Company (the “Offering”), of 480,000 shares of the Company’s common stock, par value $ 0.001 per share (the “Shares”) and warrants (the “Warrants”) to purchase up to 480,000 shares of common stock. Gross proceeds received were $ 3,000,000 and net proceeds were approximately $ 2,650,000 after deducting for fees and expenses. The Shares and Warrants were sold at a combined offering price of $ 6.25 . The Offering closed on November 18, 2024. The Warrants have an exercise price equal to $ 6.25 per share, are exercisable immediately upon issuance and will expire five years after the initial exercise date. The Company also paid the placement agent 7 % of the gross proceeds and also agreed to grant to the placement agent or its designees, placement agent warrants, to purchase up to 33,600 shares of the common stock (the “Placement Agent Warrants”). The terms of the Placement Agent Warrants are substantially the same as the terms of the Warrants, except that the exercise price is $ 7.8125 per share. The Company filed a Certificate of Change (the “Certificate of Change”) with the Secretary of State of the State of Nevada to (i) effect a 1-for-25 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $ 0.001 per share, and (ii) decrease the number of total authorized shares of common stock from 400,000,000 shares to 16,000,000 shares. The Reverse Stock Split was intended for the Company 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. The Reverse Stock Split became effective at 5:00 p.m., Eastern Time, on November 25, 2024, and the Company’s Common Stock began trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market at the opening of the market on November 26, 2024. F-21