Citius Pharmaceuticals, Inc. (Nasdaq: CTXR) announced today that it will be executing a reverse stock split of its common stock, par value $0.001 per share, at a ratio of 1-for-25. Pursuant to the laws of the State of Nevada and subject to prior approval by the Company’s Board of Directors, Citius Pharma was not required to obtain shareholder approval to effectuate the Reverse Stock Split. The Reverse Stock Split will become effective at 5:00 pm Eastern Time on November 25, 2024. The Company’s common stock will begin trading on the Nasdaq Capital Market on a split-adjusted basis beginning upon market open on November 26, 2024, under the Company’s existing trading symbol “CTXR” with the new CUSIP number 17322U306.
The Reverse Stock Split is intended to increase the per share trading price of Citius Pharma’s common stock 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. Under Section 78.207 of the Nevada Revised Statutes, the Company may decrease its authorized shares of Common Stock and correspondingly decrease the number of issued and outstanding shares of Common Stock by resolution adopted by the Board of Directors, without obtaining the approval of the stockholders. The Reverse Stock Split was approved by the Company’s Board of Directors pursuant to the Nevada Revised Statutes and was effectuated by the filing of a Certificate of Change with office of the Nevada Secretary of State.
At the effective time of the Reverse Stock Split, every twenty-five (25) issued and outstanding shares of the Company’s common stock will be combined automatically into one (1) share of the Company’s common stock without any change in the par value per share. No fractional shares will be issued in connection with the reverse stock split, and any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share at the participant level.
The reverse stock split will reduce the number of authorized shares of the Company’s common stock from 400 million shares to 16 million shares and the ownership percentage of each stockholder will remain unchanged other than as a result of the rounding of fractional shares. The Reverse Stock Split will reduce the number of issued and outstanding shares of the Company’s common stock from approximately 193 million to approximately 7.7 million.
In addition, the Reverse Stock Split will apply to the Company’s common stock issuable upon the exercise of the Company’s outstanding warrants and stock options, with proportionate adjustments to be made to the exercise prices thereof and under the Company’s equity incentive plans, as applicable.
The Company’s transfer agent, VStock Transfer LLC, will act as the exchange agent for the reverse stock split. Stockholders holding their shares in book-entry form or in “street name” through a bank, broker, or other nominee will not need to take any action in connection with the reverse stock split.
Citius Pharmaceuticals, Inc. is a biopharmaceutical company dedicated to the development and commercialization of first-in-class critical care products. In August 2024, the FDA approved LYMPHIR™, a targeted immunotherapy for an initial indication in the treatment of cutaneous T-cell lymphoma. Citius Pharma’s late-stage pipeline also includes Mino-Lok®, an antibiotic lock solution to salvage catheters in patients with catheter-related bloodstream infections, and CITI-002 (Halo-Lido), a topical formulation for the relief of hemorrhoids. A Pivotal Phase 3 Trial for Mino-Lok and a Phase 2b trial for Halo-Lido were completed in 2023. Mino-Lok met primary and secondary endpoints of its Phase 3 Trial. Citius is actively engaged with the FDA to outline next steps for both programs. Citius Pharmaceuticals owns 92% of Citius Oncology. For more information, please visit www.citiuspharma.com.
