Citius Pharmaceuticals, Inc. (OTCMKTS:CTXR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On August 3, 2017, Citius Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp., as representative (the “Representative”) of the underwriters (the “Underwriters”) named therein, relating to a firm commitment underwritten public offering of 1,648,484 shares of the Company’s common stock (the “Common Stock”) and warrants (the “Warrants”) to purchase up to an aggregate of 1,648,484 shares of Common Stock at a price to the public of $4.125 per share. The Warrants will have a per share exercise price of $4.125, are exercisable immediately and will expire five years from the date of issuance. The Company also granted the Underwriters a 45-day option to purchase up to an additional 247,272 shares of Common Stock and 247,272 additional Warrants to cover over-allotments, if any.
Aegis Capital Corp. is acting as sole book-running manager for the offering and Dawson James Securities, Inc. is acting as co-Manager for the offering, which is a firm commitment underwritten public offering to a registration statement on Form S-1 (File No. 333-217956) and a related prospectus filed with the Securities and Exchange Commission, which became effective on August 2, 2017.
to the Underwriting Agreement, the Company will pay the Underwriters a commission equal to 7.0% of the gross proceeds of the offering and will also issue the Representative a warrant (the “Representative’s Warrant”) to purchase an aggregate of 65,940 shares of Common Stock, with an exercise price of $4.5375, which is equal to 110% of the public offering price per share. The Representative’s Warrant will be exercisable commencing on August 3, 2018 and will expire five years following the effectiveness of the registration statement.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, and customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions.
In connection with the offering, the Company also entered into a warrant agent agreement (the “Warrant Agent Agreement”) dated August 3, 2017 with VStock Transfer, LLC (“VStock”) for VStock to act as warrant agent for the Warrants.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to Exhibit 1.1. The prospectus relating to the offering has been filed with the Securities and Exchange Commission.
Copies of the Warrant Agent Agreement and the form of Representative’s Warrant are filed hereto as Exhibit 4.1 and Exhibit 4.2, respectively. The foregoing descriptions of the Warrant Agent Agreement and the form of Representative’s Warrant are not complete and are qualified in their entirety by reference to Exhibit 4.1 and Exhibit 4.2, respectively.
Item 8.01. Other Material Information.
On August 3, 2017, Citius Pharmaceuticals, Inc. issued a press release entitled “Citius Pharmaceuticals, Inc. Prices $6,800,000 Public Offering and Listing on the Nasdaq Capital Market”. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Citius Pharmaceuticals, Inc. ExhibitEX-1.1 2 ctxr_ex11.htm UNDERWRITING AGREEMENT ctxr_ex11.htmEXHIBIT 1.1 UNDERWRITING AGREEMENT between CITIUS PHARMACEUTICALS,…To view the full exhibit click here
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.
