false 0001506251 0001506251 2025-03-10 2025-03-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) March 10, 2025

 

 

 

Citius Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada

(State or other jurisdiction of incorporation)

 

001-38174   27-3425913
(Commission File Number)   (IRS Employer
Identification No.)
     
11 Commerce Drive, 1st Floor, Cranford, NJ   07016
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (908) 967-6677

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s)  

Name of each exchange on which registered

Common stock, $0.001 par value   CTXR   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On March 10, 2025, Citius Pharmaceuticals, Inc. (the “Company”, “we”, “us” or “our”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, our stockholders elected the following seven members to our Board of Directors for a one-year term expiring at the annual meeting of stockholders to be held in 2026 or until their successors are duly elected and qualified, based on the following votes:

 

Nominee  For   Withheld   Broker
Non-Votes		 
Leonard Mazur   2,301,986    983,591    1,969,380 
Myron Holubiak   2,320,985    964,592    1,969,380 
Suren Dutia   2,347,113    938,464    1,969,380 
Dr. Eugene Holuka   2,335,447    950,130    1,969,380 
Dennis M. McGrath   2,316,616    968,961    1,969,380 
Robert Smith   2,394,333    891,244    1,969,380 
Carol Webb   2,429,356    856,221    1,969,380 

 

Next, at the Annual Meeting, our stockholders approved on a non-binding advisory basis our executive compensation. The vote for such approval was 1,943,011 shares for, 1,196,649 shares against, 145,916 shares abstaining, and 1,969,380 broker non-votes.

 

Our stockholders did not approve the proposal to amend our Articles of Incorporation to increase the authorized number of shares from 26,000,000 to 260,000,000 and the authorized number of common shares from 16,000,000 to 250,000,000. The vote was 3,222,490 shares for, 1,934,414 shares against, 35,367 shares abstaining, and no broker non-votes.

 

Finally, our stockholders ratified the selection of Wolf & Company, P.C. as our independent registered public accounting firm for the fiscal year ending September 30, 2025. The vote for such ratification was 4,466,905 shares for, 592,161 shares against, 133,206 shares abstaining, and no broker non-votes.

 

The Company did not seek adjournment of the Annual Meeting and therefore the proposal to adjournment the Annual Meeting to continue to solicit votes was moot.

 

1

 

 

SIGNATURE

 

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 hereunto duly authorized.

 

  CITIUS PHARMACEUTICALS, INC.
   
Date: March 10, 2025 /s/ Leonard Mazur
  Leonard Mazur
  Chief Executive Officer

 

 

2

 

 

v3.25.0.1
Cover
Mar. 10, 2025
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Mar. 10, 2025
Entity File Number 001-38174
Entity Registrant Name Citius Pharmaceuticals, Inc.
Entity Central Index Key 0001506251
Entity Tax Identification Number 27-3425913
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 11 Commerce Drive
Entity Address, Address Line Two 1st Floor
Entity Address, City or Town Cranford
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 07016
City Area Code 908
Local Phone Number 967-6677
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.001 par value
Trading Symbol CTXR
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Citius Pharmaceuticals (NASDAQ:CTXR)
Historical Stock Chart
From Feb 2025 to Mar 2025 Click Here for more Citius Pharmaceuticals Charts.
Citius Pharmaceuticals (NASDAQ:CTXR)
Historical Stock Chart
From Mar 2024 to Mar 2025 Click Here for more Citius Pharmaceuticals Charts.