Citius Pharmaceuticals, Inc. 10-Q

Item 5. Other Information. During the quarter ended June 30, 2025, none of our directors or officers adopted or terminated any contract or written plan for the purchase or sale of our securities. On August 7, 2025, the Board of Directors of the Company approved (i) an extension by one year to August 14, 2026 for warrants to purchase an aggregate of 156,863 shares of common stock with an exercise price of $28.75 per share and (ii) an extension by one year to September 27, 2026 for warrants to purchase an aggregate of 111,732 shares of common stock with an exercise price of $19.25 per share (collectively, the “Investor Warrants”). The Investor Warrants are held by Leonard Mazur, the Company’s Chief Executive Officer and Chairman of the Board of Directors, and Myron Holubiak, the Company’s Executive Vice President and member of the Board of Directors, and were originally issued in August 2018 in a private placement conducted simultaneously with a registered direct offering of shares of common stock (the “2018 Offering”) and in an underwritten offering conducted in September 2019 (the “2019 Offering”), respectively, each managed by H. C. Wainwright & Co., LLC (“Wainwright”). Mr. Mazur and Mr. Holubiak participated in the offerings on the same basis as all other investors. Additionally, 7,577 warrants with an exercise price of $39.8438 per share were issued to Wainwright in connection with the 2018 Offering (the “Placement Agent Warrants) and 7,774 warrants with an exercise price of $27.9719 per share were issued to Wainwright in connection with the 2019 Offering (the “Underwriter Warrants” and together with the Investor Warrants and the Placement Agent Warrants, the “Warrants”) were extended by one year to August 8, 2026 and September 27, 2026, respectively. The Placement Agent Warrants and the Underwriter Warrants are held by certain representatives of Wainwright or their assignees. The terms of the Warrants were previously extended in August 2023 and August 2024 and September 2024, respectively. There are no other Warrants remaining outstanding from the 2018 Offering or the 2019 Offering and if such Warrants are fully exercised, the Company would receive approximately $7.2 million in cash proceeds. 26 Item 6. Exhibits. 3.1 Amended and Restated Articles of Incorporation of Citius Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on September 18, 2014). 3.2 Certificate of Amendment to the Amended and Restated Articles of Incorporation of Citius Pharmaceuticals, Inc., effective September 16, 2016 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on September 21, 2016). 3.3 Certificate of Amendment to the Amended and Restated Articles of Incorporation of Citius Pharmaceuticals, Inc., effective June 9, 2017 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on June 8, 2017). 3.4 Certificate of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on April 18, 2025). 3.5 Certificate of Amendment to the Articles of Incorporation of Citius Pharmaceuticals, Inc. dated June 9, 2025 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on June 9, 2025). 3.6 Amended and Restated Bylaws of Citius Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on February 9, 2018). 3.7 Amendment to the Amended and Restated Bylaws of Citius Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.2 to the Form 8-K filed on April 17, 2025). 4.1 Form of Pre-Funded Warrant issued on April 2, 2025 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on April 2, 2025). 4.2 Form of Placement Agent Warrant issued on April 2, 2025 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on April 2, 2025). 4.3 Form of Warrant issued on June 11, 2025 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on June 12, 2025). 4.4 Form of Pre-Funded Warrant issued on June 11, 2025 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on June 12, 2025). 4.5 Form of Placement Agent Warrant issued on June 11, 2025 (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on June 12, 2025). 10.1 Form of Securities Purchase Agreement, dated as of April 1, 2025, by and among Citius Pharmaceuticals, Inc. and the investor signatory thereto (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on April 2, 2025). 10.2 Subscription and Investment Representation Agreement, dated April 17, 2025, by and between Citius Pharmaceuticals, Inc. and Leonard Mazur (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on April 18, 2025). 10.3 Unsecured Promissory Note issued to PAGODA RESOURCES, INC. dated June 2, 2025 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 3, 2025). 10.4 Form of Securities Purchase Agreement, dated as of June 9, 2025, by and among Citius Pharmaceuticals, Inc. and the investor signatory thereto (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 12, 2025). 27 31.1 Certification of the Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a).* 31.2 Certification of the Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a).* 32.1 Certification of the Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.* EX-101.INS Inline XBRL Instance Document* EX-101.SCH Inline XBRL Taxonomy Extension Schema Document* EX-101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document* EX-101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document* EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document* EX-101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document* EX-104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)* * Filed herewith. 28 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CITIUS PHARMACEUTICALS, INC. Date: August 12, 2025 By: /s/ Leonard Mazur Leonard Mazur Chief Executive Officer (Principal Executive Officer) Date: August 12, 2025 By: /s/ Jaime Bartushak Jaime Bartushak Chief Financial Officer (Principal Financial and Accounting Officer) 29