Citius Pharmaceuticals Inc. (NASDAQ:CTXR) ("Citius Pharma" or the "Company"), a biopharmaceutical company dedicated to the development and commercialization of first-in-class critical care products, today announced that it has entered into a definitive agreement for the purchase of an aggregate of 5,076,143 shares of its common stock  (or pre-funded warrants in lieu thereof) at a purchase price of $0.985 per share (or pre-funded warrant in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules. In a concurrent private placement, the Company will issue unregistered warrants to purchase up to 5,076,143 shares of common stock at an exercise price of $0.86 per share that will be exercisable immediately upon issuance and will expire five years following the effective date of a registration statement registering the shares issuable upon exercise of the warrants.  The closing of the offering is expected to occur on or about April 24, 2026, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering are expected to be approximately $5 million, before deducting the placement agent fees and other offering expenses payable by the Company.  The Company currently intends to use the net proceeds from the offering to support the commercial launch of LYMPHIR™, including milestone, regulatory and other payments, development initiatives for all of our product candidates, as well as for general corporate purposes.