Current Report Filing (8-k)
November 01 2019 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 30, 2019
Citius Pharmaceuticals, Inc.
(Exact name of registrant as specified in
its charter)
Nevada
(State or other jurisdiction of incorporation)
333-206903
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27-3425913
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(Commission File Number)
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(IRS Employer Identification No.)
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11 Commerce Drive, 1st Floor, Cranford, NJ
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07016
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including
area code (908) 967-6677
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Common stock, $0.001 par value
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CTXR
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The Nasdaq Capital Market
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Warrants to purchase common stock
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CTXRW
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The Nasdaq Capital Market
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Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer or Listing.
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On October 30, 2019, Citius Pharmaceuticals,
Inc., or the Company, received written notice from The Nasdaq Stock Market, or Nasdaq, indicating that, because the closing bid
price for the Company’s common stock has fallen below $1.00 per share for 30 consecutive business days, the Company no longer
complies with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market under Rule 5550(a)(2)
of the Nasdaq Listing Rules.
The notification of noncompliance has no
immediate effect on the listing or trading of the Company’s common stock or its warrants to purchase common stock on The
Nasdaq Capital Market under the symbol “CTXR” and “CTXRW,” respectively. Pursuant to Nasdaq Marketplace
Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until April 27, 2020, to
regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common
stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to April 27, 2020. In that event,
Nasdaq will provide the Company with a written confirmation of compliance and the matter will be closed.
The Company intends to consider all available
alternatives to regain compliance with Rule 5550(a)(2) to allow for continued listing of the common stock on The Nasdaq Capital
Market.
If the Company does not regain compliance
by April 27, 2020, the Company may be eligible for an additional grace period. To qualify, the Company would be required to meet
the continued listing requirements for market value of publicly held shares and all other initial listing standards for The Nasdaq
Capital Market, with the exception of the minimum bid price requirement, and provide written notice of its intention to cure the
minimum bid price deficiency during the second compliance period. If the Company meets these requirements, the Nasdaq staff will
grant an additional 180 calendar days for the Company to regain compliance with the minimum bid price requirement. If the Nasdaq
staff determines that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible for such
additional compliance period, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The
Company would have the right to appeal a determination to delist its common stock, and the common stock would remain listed on
The Nasdaq Capital Market until the completion of the appeal process.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CITIUS PHARMACEUTICALS, INC.
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Date:
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November 1, 2019
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/s/ Myron Holubiak
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Myron Holubiak
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President and Chief Executive Officer
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2
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