Dilution profile // every instrument, one screen, from SEC filings

Citius Pharmaceuticals, Inc. (CTXR)

CIK 1506251 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (overhead supply)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
MEDIUM$2.9M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
HIGHwarrants = 64% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-83% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
HIGH~2.1 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-08-102026-05-14

Latest: 27.5M shares as of May 14, 2026 (10-Q). Share count fell from 180.7M to 7.7M between Aug 12, 2024 and Dec 18, 2024, a pattern consistent with a reverse split (roughly 1-for-23); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Warrant16.5M$1.09FV $5.3M
December2025 Offering Investors One16.5M$1.09
June2025 Offering Investor9.8M$1
December2025 Citius Oncology Offering8.2Mnot tagged
December2025 Offering Investors7.0M$0.0001
July2025 Offering Investors6.8M$1.09
September2025 Citius Oncology Offering5.1Mnot tagged
September2025 Offering Investors5.1M$1.09
Citius Pharmaceuticals Warrants4.4Mnot tagged
October2025 Offering Investor4.0M$1.4
Prefunded Warrants1.3M$0.0001
December2025 Placement Offering Agent1.2M$1.3625

Tranches exactly as the company dimensioned them in its 10-Q filed May 15, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 17.6M underlying shares, as reported Jun 30, 2025 (10-Q).

Reported exercise price: $3.91 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $13.2M as of Dec 10, 2025.

Rough fully diluted estimate: 45.1M = 27.5M O/S + 17.6M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed May 15, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding27.5MMay 14, 2026
+ Warrant (if exercised)16.5MDec 10, 2025
+ December2025 Offering Investors One (if exercised)16.5MMar 31, 2026
+ June2025 Offering Investor (if exercised)9.8MMar 31, 2026
+ December2025 Citius Oncology Offering (if exercised)8.2MDec 10, 2025
+ December2025 Offering Investors (if exercised)7.0MMar 31, 2026
+ July2025 Offering Investors (if exercised)6.8MMar 31, 2026
+ September2025 Citius Oncology Offering (if exercised)5.1MSep 10, 2025
+ September2025 Offering Investors (if exercised)5.1MMar 31, 2026
+ Citius Pharmaceuticals Warrants (if exercised)4.4MMar 31, 2026
+ October2025 Offering Investor (if exercised)4.0MMar 31, 2026
+ Prefunded Warrants (if exercised)1.3MDec 10, 2025
+ December2025 Placement Offering Agent (if exercised)1.2MMar 31, 2026
Fully diluted estimate113.4M+313.2% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $2.9Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3May 22, 2026$2.9M registeredfiling →
S-3Feb 23, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 3 executed · 1 registered.

EFFECTIVEJun 2, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDMay 22, 2026S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDApr 29, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDApr 24, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDOct 21, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJun 11, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDApr 18, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDApr 2, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJan 8, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDNov 18, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDAug 12, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDApr 26, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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