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Common Stock, Stock Options, Restricted Stock Awards, and Warrants

12 Months Ended

Sep. 30, 2025

Common Stock, Stock Options, Restricted Stock Awards, and Warrants [Abstract]

COMMON STOCK, STOCK OPTIONS, RESTRICTED STOCK AWARDS, AND WARRANTS

6. COMMON STOCK, STOCK OPTIONS, RESTRICTED STOCK AWARDS, AND WARRANTS

Authorized Common Stock and Reverse Stock Split

We filed a Certificate of Change with the Secretary of State of the State of Nevada to (i) effect a 1-for-25 reverse stock split of our issued and outstanding shares of common stock, and (ii) decrease the number of total authorized shares of common stock from 400,000,000 shares to 16,000,000 shares. The reverse stock split was intended 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. The reverse stock split became effective on November 25, 2024, and our common stock began trading on a reverse stock split-adjusted basis on the Nasdaq Capital Market on November 26, 2024. All share amounts have been retroactively adjusted to reflect the split.

Series A Preferred Stock and Authorized Common Stock

On April 17, 2025, we entered into an agreement with Leonard Mazur (Chairman and Chief Executive Officer of the Company), pursuant to which we sold one share of Series A Preferred Stock, par value $0.001 per share for $100 to Mr. Mazur. The Series A Preferred Stock was sold in connection with the June 9, 2025 special meeting of the stockholders for the purpose of approving an amendment to our Articles of Incorporation, as amended, to increase the number of shares of our authorized common stock from 16,000,000 to 250,000,000. Our stockholders approved the authorized share increase on June 9, 2025.

On April 17, 2025, we filed a certificate of designation with the Nevada Secretary of State, designating the powers, rights, privileges and restrictions of the Series A Preferred Stock. The certificate provides that each share of Series A Preferred Stock will have 1,000,000,000 votes and will vote together with the outstanding shares of common stock as a single class, exclusively with respect to the authorized share increase proposal and shall not be entitled to vote on any other matter. The Series A Preferred Stock will be voted on the authorized share increase in the same proportion as the aggregate votes cast by holders of common stock “for” and “against” the proposal. The Series A Preferred Stock otherwise has no other voting rights, including in respect of any other proposal. The voting power attributable to the Series A Preferred Stock will be disregarded for purposes of determining whether a quorum is present at the special meeting, and the establishment of a quorum at the special meeting will be determined only with reference to the common stock.

Pursuant to its terms, on June 9, 2025, the outstanding share of Series A Preferred Stock was redeemed automatically for $100 after we published the final results of the stockholder vote on the authorized stock increase.

Common Stock Issued for Services

On October 10, 2023, we issued 4,351 shares of common stock for media, and public and investor relations services and expensed the $76,146 fair value of the common stock issued.

On January 17, 2024, we issued 5,128 shares of common stock for general and business development advisory services and expensed the $98,079 fair value of the common stock issued.

On April 25, 2024, we issued 6,000 shares of common stock for financial, general and business development advisory services and expensed the $109,950 fair value of the common stock issued.

On July 1, 2025, we issued 20,000 shares of common stock for media, and public and investor relations services and expensed the $26,600 fair value of the common stock issued.

Common Stock Offerings

On April 30, 2024, Citius Pharma sold 857,143 shares of common stock and warrants to purchase 857,143 shares of common stock, at a purchase price of $17.50 per share and accompanying warrant for gross proceeds of $15,000,002. The warrants have an exercise price of $18.75 per share, are exercisable six months after issuance, and expire on October 30, 2029. The estimated fair value of the warrants issued to the investors was approximately $11,206,000.

Net proceeds were $13,718,951 after deducting the placement agent fee of $1,050,000, placement agent expenses of $135,000, legal fees of $80,101, and other offering expenses of $15,950. We also issued 60,000 warrants to the placement agent at an exercise price of $21.875 per share, that are exercisable six months from the date of issuance and expire on April 25, 2029. The estimated fair value of the warrants issued to the placement agent was approximately $756,000.

On November 15, 2024, Citius Pharma sold 480,000 shares of common stock and warrants to purchase 480,000 shares of common stock. Gross proceeds were $3,000,000 and net proceeds were $2,574,051 after deducting fees and expenses. The shares and warrants were sold at a combined offering price of $6.25. The immediately exercisable warrants have an exercise price of $6.25 per share and expire on November 19, 2029. The estimated fair value of the warrants issued to the investors was approximately $1,575,000.

We paid the placement agent 7% of the gross proceeds and granted the placement agent immediately exercisable warrants to purchase 33,600 shares of common stock at an exercise price is $7.8125 per share which expire on November 15, 2029. The estimated fair value of the warrants issued to the placement agent was approximately $104,000.

On January 7, 2025, Citius Pharma sold 743,496 shares of common stock and warrants to purchase 743,496 shares of common stock. Gross proceeds were approximately $3,000,000 and net proceeds were $2,657,167 after deducting fees and expenses. The shares and warrants were sold at a combined offering price of $4.035. The immediately exercisable warrants have an exercise price of $3.91 per share and expire on January 8, 2030. The estimated fair value of the warrants issued to the investors was approximately $2,091,000.

We paid the placement agent 7% of the gross proceeds and granted the placement agent immediately exercisable warrants, to purchase 52,045 shares of common stock at $5.0438 per share which expire on January 7, 2030. The estimated fair value of the warrants issued to the placement agent was approximately $138,000.

On April 1, 2025, Citius Pharma sold 465,000 shares of common stock, and pre-funded warrants to purchase 1,274,131 shares of common stock at an offering price of $1.15 and $1.1499. Gross proceeds were $1,999,873 and net proceeds were $1,743,757 after deducting fees and expenses. The immediately exercisable pre-funded warrants have an exercise price of $0.0001 per share and do not expire. All 1,274,131 of the pre-funded warrants were exercised during the year ended September 30, 2025.

We paid the placement agent 7% of the gross proceeds and granted the placement agent warrants to purchase 121,739 shares of common stock at $1.4375 per share which are exercisable commencing on October 2, 2025 and expire on April 1, 2030. The estimated fair value of the warrants issued to the placement agent was approximately $100,000.

On June 11, 2025, Citius Pharma sold 540,000 shares of common stock, and pre-funded warrants to purchase 4,380,000 shares of common stock at offering prices of $1.22 and $1.2199, respectively, along with immediately exercisable two-year warrants to purchase 9,840,000 shares of common stock at $1.00 per share. Gross proceeds were $6,001,962 and net proceeds of the offering were $5,430,836 after deducting fees and expenses. The pre-funded warrants are exercisable immediately at $0.0001 per share and do not expire. During the year ended September 30, 2025 all 4,380,000 of the pre-funded warrants were exercised. The estimated fair value of the 9,840,000 warrants issued to the investors was approximately $4,867,000.

We paid the placement agent a fee of $420,168 and other fees and expenses were $150,958. In addition, we granted placement agent warrants to purchase 344,400 shares of common stock at an exercise price equal to $1.525 per share. The warrants are exercisable six months after issuance and expire after five years. On the expiration date, any warrants outstanding will be exercised via cashless exercise. The estimated fair value of the warrants issued to the placement agent was approximately $222,000.

On July 17, 2025, Citius Oncology sold 6,818,182 shares of common stock and warrants to purchase 6,818,182 shares of common stock. The shares and warrants were sold at a per unit price of $1.32. The immediately exercisable five-year warrants have an exercise price of $1.32 per share. Gross proceeds from the offering were approximately $9.0 million and net proceeds were $7,546,988, after deducting placement agent fees and other offering expenses. The estimated fair value of the warrants issued to the investors was approximately $8,197,000.

Citius Oncology paid the placement agent a fee of 7.0% of the gross proceeds and expenses of $125,000, and issued the placement agent warrants to purchase up to 272,727 shares of common stock at an exercise price of $1.65 per share. The warrants are exercisable commencing on January 17, 2026 and expire on July 17, 2030. Citius Oncology also paid an additional 7.0% fee to a prior placement agent and issued the prior placement agent warrants to purchase up to 477,273 shares of common stock at an exercise price of $1.65 per share. The placement agent warrants are exercisable commencing on August 17, 2025 and expire on July 17, 2030. The estimated fair value of the warrants issued to the placement agents was approximately $905,000.

On September 10, 2025, Citius Oncology sold 5,142,858 shares of common stock and warrants to purchase 5,142,858 shares of common stock. The shares and warrants were sold at a per unit price of $1.75. The warrants are exercisable beginning on March 10, 2026 and expire on March 10, 2031 at an exercise price of $1.84 per share. Gross proceeds from the offering were approximately $9.0 million and net proceeds were $7,619,854, after deducting placement agent fees and other offering expenses. The estimated fair value of the warrants issued to the investors was approximately $6,995,000.

Citius Oncology paid the placement agent a fee of 7.0% of the gross proceeds and expenses of $125,000. Additionally, Citius Oncology issued the placement agent warrants to purchase up to 205,714 shares of common stock at an exercise price of $1.92 per share. The warrants are exercisable commencing on March 10, 2026 and expire on March 10, 2031. We also paid an additional 7.0% fee to a prior placement agent and issued the prior placement agent warrants to purchase up to 360,000 shares of common stock at an exercise price of $2.1875 per share. The placement agent warrants are exercisable commencing on March 10, 2026 and expire on March 10, 2031. The estimated fair value of the warrants issued to the placement agents was approximately $717,000.

Citius Pharma At the Market Offering Agreement

On August 12, 2024, we entered into a sales agreement, to sell, from time to time during the term of the agreement our shares of common stock.

During the year ended September 30, 2024, Citius Pharma sold 18,168 shares for gross proceeds of $252,140. Net proceeds after deducting broker fees and other offering expenses were $84,735.

During the three months ended March 31, 2025, Citius Pharma sold 289,910 shares for gross proceeds of $839,468. Net proceeds after deducting broker fees and other offering expenses were $808,640.

During the three months ended June 30, 2025, Citius Pharma sold 2,185,249 shares for gross proceeds of $3,471,866. Net proceeds after deducting broker fees and other offering expenses were $3,294,446.

During the three months ended September 30, 2025, Citius Pharma sold 442,715 shares for gross proceeds of $657,284. Net proceeds after deducting broker fees and other offering expenses were $626,843.

Citius Pharma Stock Option Plans

Under our 2014 Stock Plan, we reserved 34,667 shares of common stock. As of September 30, 2025, there were options to purchase 16,910 shares outstanding and no shares were available for future grants.

Under our 2018 Stock Plan, we reserved 80,000 shares of common stock. As of September 30, 2025, there were options to purchase 67,200 shares outstanding and no shares were available for future grants.

Under our 2020 Stock Plan, we reserved 124,400 shares of common stock. As of September 30, 2025, there were options to purchase 66,000 shares outstanding and no shares available for future grants.

Under our 2021 Stock Plan, we reserved 349,600 shares of common stock. As of September 30, 2025, options to purchase 330,000 shares were outstanding and no shares reserved for future grants

Under our 2023 Stock Plan, we reserved for issuance 481,400 shares of common stock. As of September 30, 2025, options to purchase 359,400 shares were outstanding, and 118,000 shares remain available for future grants.

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model. Volatility is estimated using the trading activity of our common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. The expected term of stock options granted to employees and directors, all of which qualify as “plain vanilla,” is based on the average of the contractual term (generally 10 years) and the vesting period. For non-employee options, the expected term is the contractual term.

The following assumptions were used in determining the fair value of stock option grants for the years ended September 30, 2025 and 2024:

	2025	2024
Risk-free interest rate	4.17 – 4.31%	4.62 – 4.66%
Expected dividend yield	0.00%	0.00%
Expected term	5.50 – 10 years	5.50 – 10 years
Expected volatility	85%	85 – 86%

A summary of option activity under our plans (excluding the NoveCite and Citius Oncology Stock Plans) is presented below:

	Option Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at September 30, 2024		656,084		$	36.41	7.26 years	$	0.00
Granted		185,000		$	9.50
Exercised		—
Forfeited or expired		(1,574	)	$	242.80
Outstanding at September 30, 2025		839,510		$	30.09	6.90 years	$	0.00

Exercisable at September 30, 2025		512,509		$	39.70	5.88 years	$	0.00

The weighted average grant date fair value of the options granted during the year ended September 30, 2025 was estimated at $7.15 per share. All these options vest over terms of 12 to 36 months and have a term of 10 years.

At September 30, 2025, unrecognized total compensation cost related to unvested awards under the Citius Pharma stock plans of $1,485,612 is expected to be recognized over a weighted average period of 1.55 years.

NoveCite Stock Plan – Under the NoveCite Stock Plan, we reserved 2,000,000 shares of common stock of NoveCite. As of September 30, 2025, there were options outstanding to purchase 1,911,500 shares and 88,500 shares of common stock available for future grants.

During the year ended September 30, 2021, NoveCite granted options to purchase 2,000,000 shares of common stock to employees at an exercise price of $0.24 per share, 88,500 shares were forfeited, and options to purchase 1,911,500 shares were exercisable as of September 30, 2025. These options vested over 36 months and have a term of 10 years. The weighted average remaining contractual term of options outstanding under the NoveCite Stock Plan is 5.39 years. No options were issued in fiscal years 2025 and 2024. At September 30, 2025, there is no remaining unrecognized total compensation cost related to awards under the plan.

Citius Oncology Stock Plan - Under the 2023 Citius Oncology Stock Plan, we reserved 15,000,000 shares of common stock of Citius Oncology. On August 2, 2024, Citius Oncology reserved 15,000,000 shares under the Citius Oncology 2024 Stock plan The Citius Oncology Stock Plans provide incentives to employees, directors, and consultants through grants of options, SARs, dividend equivalent rights, restricted stock, restricted stock units, or other rights. As of September 30, 2025, options to purchase 18,100,000 shares were outstanding, restricted stock awards of 11,600,000 have not vested and 300,000 shares remain available for future grants.

The following assumptions were used in determining the fair value of the Citius Oncology stock option grants for the year ended September 30, 2025 and 2024:

	2025	2024
Risk-free interest rate	4.08-4.18%	4.66%
Expected dividend yield	0.00	0.00%
Expected term	5.50-6.50 years	6.50 years
Expected volatility	85%	87%

Volatility is estimated using the trading activity of Citius Pharmaceuticals common stock. until such time as Citius Oncology has sufficient history. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. The expected term of stock options granted to employees and directors, all of which qualify as “plain vanilla,” is based on the average of the contractual term (generally 10 years) and the vesting period. For non-employee options, the expected term is the contractual term.

A summary of option activity under the Citius Oncology plan is presented below:

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at September 30, 2024		12,750,000		$	2.15	8.78 years	$	—
Granted		5,750,000			1.07
Forfeited		(400,000	)
Outstanding at September 30, 2025		18,100,000		$	1.83	8.21 years	$	5,386,000
Exercisable at September 30, 2025		9,781,250		$	2.02	7.94 years	$	1,136,500

On December 2, 2024, the Board of Directors granted options to purchase 200,000 shares of common stock at an exercise price of $1.02 per share. On December 12, 2024, the Board of Directors granted options to purchase 5,550,000 shares of common stock at an exercise price of $1.07 per share. The weighted average grant date fair value of the options granted during the year ended September 30, 2025 was estimated at $0.80 per share. All these options vest over terms of 12 to 36 months and have a term of 10 years.

At September 30, 2025, unrecognized total compensation cost related to unvested awards of $7,814,682 is expected to be recognized over a weighted average period of 1.23 years.

Citius Oncology Restricted Stock Awards

On September 19, 2025, the Board of Directors granted restricted stock awards of 11,600,000 shares of common stock to employees and directors. The restricted stock awards vest on September 30, 2028. The fair value of the common stock on the date of grant was $20,300,000 ($1.75 per share).

Stock-based compensation expense for restricted stock awards for the year ended September 30, 2025 was $203,741.

At September 30, 2025, unrecognized total compensation cost related to unvested restricted stock awards under the stock plans of $20,096,259 is expected to be recognized over a weighted average period of 2.97 years.

Stock-based compensation expense - under all plans for the years ended September 30, 2025 and 2024 was $10,836,291 (including $8,116,678 for Citius Oncology options and $203,741 for Citius Oncology restricted stock awards) and $11,839,678 (including $47,574 for the NoveCite plan and $7,498,817 for the Citius Oncology plan). respectively.

Citius Pharmaceuticals Warrants

We reserved 14,479,372 shares of common stock for the exercise of outstanding warrants. The following table summarizes the warrants outstanding at September 30, 2025:

	Exercise price		Number		Expiration Dates
August 2018 Offering Investors		28.75		156,863	August 14, 2026
August 2018 Offering Agent		39.84		7,576	August 8, 2026
September 2019 Offering Investors		19.25		111,732	September 27, 2026
September 2019 Offering Underwriter		27.97		7,774	September 27, 2026
May 2020 Offering Investors		25.00		66,824	November 18, 2025
January 2021 Offering Investors		30.78		123,648	July 27, 2026
January 2021 Offering Agent		40.44		14,065	July 27, 2026
February 2021 Offering Investors		42.50		823,211	February 19, 2026
February 2021 Offering Agent		47.03		100,256	February 19, 2026
May 2023 Offering Investors		37.50		500,000	May 8, 2028
May 2023 Offering Agent		37.50		35,000	May 3, 2028
April 2024 Offering Investors		18.75		857,143	October 30, 2029
April 2024 Offering Agent		21.875		60,000	April 25, 2029
November 2024 Offering Investors		6.25		480,000	November 18, 2029
November 2024 Offering Agent		7.8125		33,600	November 15, 2029
January 2025 Offering Investors		3.91		743,496	January 8, 2030
January 2025 Offering Agent		5.0438		52,045	January 7, 2030
April 2025 Offering Agent		1.4375		121,739	April 1, 2030
June 2025 Offering Investor		1.00		9,840,000	June 11, 2027
June 2025 Offering Agent		1.525		344,400	June 11, 2027
				14,479,372

On April 2, 2024, we extended the term to April 5, 2025, for 51,780 warrants with an exercise price of $35.50 per share and extended the term to April 5, 2025, for 9,605 warrants with an exercise price of $48.28 per share. We recorded a deemed dividend of $321,559 based on the excess of the fair value of the modified warrants over the fair value of the warrants before the modification which increased the net loss attributable to common shareholders for the year ended September 30, 2024.

On August 7, 2024, we extended the term to August 14, 2025, for 156,863 warrants with an exercise price of $28.75 per share and extended the term to August 8, 2025, for 7,576 warrants with an exercise price of $39.84 per share. We recorded a deemed dividend of $375,511 based on the excess of the fair value of the modified warrants over the fair value of the warrants before the modification which increased the net loss attributable to common shareholders for the year ended September 30, 2024.

On September 25, 2024, we extended the term to September 27, 2025, for 111,732 warrants with an exercise price of $19.25 per share and extended the term to September 27, 2025, for 7,774 warrants with an exercise price of $27.97 per share. We recorded a deemed dividend of $350,241 based on the excess of the fair value of the modified warrants over the fair value of the warrants before the modification which increased the net loss attributable to common shareholders for the year ended September 30, 2024.

On August 7, 2025, we extended the term to August 14, 2026 for 156,863 warrants with an exercise price of $28.75 per share and extended the term to August 8, 2026 for 7,577 warrants with an exercise price of $39.84 per share. On August 7, 2025, we also extended the term to September 27, 2026 for 111,732 warrants with an exercise price of $19.25 per share and 7,774 warrants with an exercise price of $27.97 per share. We did not record a deemed dividend for the year ended September 30, 2025, as there was no increase in the fair value of the modified warrants over the fair value of the warrants before the modification.

At September 30, 2025, the weighted average remaining life of the outstanding warrants is 2.02 years, all warrants are exercisable, and the aggregate intrinsic value of the warrants outstanding was $2,361,600.

Citius Oncology Warrants

We have reserved 13,276,754 shares of common stock for the exercise of outstanding warrants. The following table summarizes the warrants outstanding at September 30, 2025:

	Exercise price		Number		Expiration Dates
July 2025 Offering Investors	$	1.32		6,818,182	July 17, 2030
July 2025 Offering Agent		1.65		272,727	July 17, 2030
July 2025 Prior Offering Agent		1.65		477,273	July 17, 2030
September 2025 Offering Investors		1.84		5,142,858	March 10, 2031
September 2025 Offering Agent		1.92		205,714	March 10, 2031
September 2025 Prior Offering Agent		2.1875		360,000	March 10, 2031
				13,276,754

At September 30, 2025, the weighted average remaining life of the outstanding warrants is 5.08 years, all warrants are exercisable except for the September 2025 Offering warrants which become exercisable on March 10, 2026, and the aggregate intrinsic value of the warrants outstanding was $6,125,681.

Citius Pharma Common Stock Reserved

A summary of common stock reserved for future issuances by Citius Pharma excluding our subsidiaries as of September 30, 2025 is as follows:

Stock plan options outstanding			839,510
Stock plan shares available for future grants			118,000
Warrants outstanding			14,479,372
Total			15,436,882

Citius Oncology Common Stock Reserved

A summary of common stock reserved for future issuances by Citius Oncology as of September 30, 2025 is as follows:

Stock plan options outstanding			18,100,000
Restricted stock awards			11,600,000
Stock plan shares available for future grants			300,000
Warrants outstanding			13,276,754
Total			43,276,754