UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On June 2, 2025, Citius Pharmaceuticals, Inc. (the “Company”) issued an unsecured promissory note for an aggregate principal amount of $1 million (the “Note”) to PAGODA RESOURCES, INC, a Pennsylvania corporation. The Note is not convertible into any equity securities of the Company. The Note is due and payable on December 2, 2025, and accrues interest at a rate of 15.00% per year, compounded monthly, until the Note is repaid in full. The Company has the absolute right to prepay the Note in whole or in part at any time and from time to time, without prepayment premium or penalty, with any prepayment credited first against accrued interest, then principal. The Note also contains customary events of default. If a default occurs and is not cured within the applicable cure period or is not waived, any outstanding obligations under the Note may be accelerated. Repayment of the Note has been personally guaranteed by Leonard Mazur, Chairman and Chief Executive Officer of the Company, through the execution and delivery of an Unconditional Personal Guaranty, the form of which is attached to the Note as Exhibit A.
The foregoing description of the Note does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Note, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
| No. | Description | |
| 10.1 | Unsecured Promissory Note issued to PAGODA RESOURCES, INC, dated June 2, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CITIUS PHARMACEUTICALS, INC. | ||
| Date: June 3, 2025 | By: | /s/ Leonard Mazur |
| Leonard Mazur | ||
| Chairman and Chief Executive Officer | ||
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