Citius Pharmaceuticals, Inc. (OTCMKTS:CTXR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
The information set forth under Item 3.02 of this Current Report on Form 8-K regarding the Transaction Documents (as such term is defined in Item 3.02 below) is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Citius Pharmaceuticals, Inc. (the Company) has completed an offering (the Offering) of Units at a price of $0.40 per Unit (the Units) to a Unit Purchase Agreement with certain accredited investors (the Purchase Agreement). Each Unit consists of (i) one share of common stock and (ii) a warrant to purchase one share of common stock (the Warrants). Each Warrant has an exercise price of $0.55 and is exercisable for five years from the date of issuance.
The Companys Placement Agent, to a Placement Agency Agreement entered into between the Company and the Placement Agent (as amended the Placement Agency Agreement), received a 10% cash commission on the gross proceeds of each sale of the Units. In addition, at each closing the Placement Agent also received (i) an expense allowance equal to 3% of the proceeds of the sale, and (ii) warrants to purchase a number of shares of common stock equal to 10% of the Units sold at an exercise price of $0.55 per share (the Placement Agent Warrants and, collectively with the Purchase Agreement, Warrants, and the Placement Agent Agreement, the Transaction Documents).
On February 27, 2017, the Company completed its final closing under the Offering. In the Offering the Company sold an aggregate of 1,920,250 Units comprising 1,920,250 shares of common stock and warrants to purchase 1,920,250 shares of common stock for aggregate gross proceeds of $768,100. In connection with the closing, the Placement Agent received administrative and legal fees of $75,000, an expense allowance and cash commission of $99,853 and a Placement Agent Warrant to purchase 192,025 shares of common stock.
The Units, Warrants and Placement Agent Warrants were offered and sold in a private placement to exemptions from the registration requirements of the Securities Act of 1933, as amended (the Securities Act), afforded by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder. To the extent that any shares of common stock are issued in connection with the Offering, they may not be offered or sold in the United States absent registration or the availability of an applicable exemption from the registration requirements of the Securities Act.
The foregoing summary of the material terms of the Transaction Documents is subject to the full and complete terms of such Transaction Documents which will be filed with the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.
The information contained in this Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy any securities of the Company.
About Citius Pharmaceuticals, Inc. (OTCMKTS:CTXR)
Citius Pharmaceuticals, Inc., formerly Trail One, Inc., is a pharmaceutical company engaged in developing and commercializing therapeutic products. The Company focuses on developing formulations to manage the delivery and compliance of approved drugs. The Company offers Suprenza, an orally disintegrating tablet and an obesity drug that can be administered with water or dissolved on tongue. The Company also focuses on development of its product candidate, Hydrocortisone-Lidocaine Cream, which is in Phase II study. Its Hydrocortisone-Lidocaine Cream is used to provide anti-inflammatory and anesthetic relief to persons suffering from grade I and II hemorrhoids. Citius Pharmaceuticals, LLC is its subsidiary. The Company has not generated any revenues. Citius Pharmaceuticals, Inc. (OTCMKTS:CTXR) Recent Trading Information
Citius Pharmaceuticals, Inc. (OTCMKTS:CTXR) closed its last trading session up +0.110 at 0.810 with 360,189 shares trading hands.