Citius Pharmaceuticals, Inc.
For the period ended Apr 6, 2026. Filed Feb 24, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 6, 2026 · Filed Feb 24, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the Appropriate Box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Under Rule 14a-12 |
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(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials: |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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11 Commerce Drive, First Floor
Cranford, NJ 07016
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on April 6, 2026
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of Citius Pharmaceuticals, Inc. The meeting will be held on Monday, April 6, 2026 at 8:00 a.m. (Eastern time) at the Company’s headquarters at 11 Commerce Drive, First Floor, Cranford, New Jersey 07016, for the following purposes:
| 1. | To elect seven directors to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified; |
| 2. | To ratify the selection of Wolf & Company, P.C., an independent registered public accounting firm, as the auditor of the Company for the year ending September 30, 2026; and |
| 3. | To transact such other business as may properly come before the meeting or any adjournment thereof. |
The record date for the Annual Meeting is February 13, 2026. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.
By Order of the Board of Directors
/s/ Leonard Mazur
Director, Chief Executive Officer and Chairman
You are required to register in advance of the Annual Meeting if you plan to attend the Annual Meeting in person. If you wish to register in advance of the Annual Meeting, please contact Jaime Bartushak by no later than March 30, 2026, by e-mail (jbartushak@citiuspharma.com), telephone (908-967-6677 x103) or by mail at 11 Commerce Drive, First Floor, Cranford, New Jersey 07016.
You are cordially invited to attend the meeting in person. However, to assure your representation at the Annual Meeting, you are urged to vote by proxy by following the instructions contained in the accompanying proxy statement. You may revoke your proxy in the manner described in the proxy statement at any time before it has been voted at the Annual Meeting. Any stockholder attending the Annual Meeting may vote in person even if he or she has returned a proxy. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder. Your vote is important, no matter how many shares you owned on the record date. Whether or not you plan to attend the Annual Meeting, we hope that you will vote as soon as possible.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON APRIL 6, 2026.
Our proxy statement and Annual Report on Form 10-K for the year ended September 30, 2025, as amended, are available at https://www.proxyvote.com.
We are pleased to take advantage of the Securities and Exchange Commission, or SEC, rules that allow us to furnish proxy materials, including this notice, and the proxy statement (including an electronic proxy card for the meeting) for the Annual Meeting via the Internet. Taking advantage of these rules allows us to lower the cost of delivering annual meeting materials to our stockholders and reduce the environmental impact of printing and mailing these materials.
CITIUS PHARMACEUTICALS, INC.
Proxy Statement
for the
Annual Meeting of Stockholders
To Be Held April 6, 2026
TABLE OF CONTENTS
| Page | |
|---|---|
| Information Concerning Solicitation and Voting | 1 |
| Questions and Answers About the Annual Meeting | 2 |
| Proposal One - Election of Directors | 6 |
| Proposal Two - Ratification of Selection of Independent Accounting Firm | 10 |
| Corporate Governance | 11 |
| Executive Officers | 16 |
| Security Ownership of Certain Beneficial Owners and Management | 17 |
| Director Compensation | 19 |
| Executive Compensation | 20 |
| Auditor and Audit Committee Matters | 31 |
| Certain Relationships and Related Transactions | 32 |
| Deadline for Stockholder Proposals for 2027 Annual Meeting | 33 |
| Delivery of Documents to Stockholders Sharing an Address | 33 |
| Other Matters | 34 |
| Directions to Citius Pharmaceuticals, Inc. 2026 Annual Meeting | 35 |
i
11 Commerce Drive, First Floor
Cranford, NJ 07016
PROXY STATEMENT
FOR 2026 ANNUAL MEETING OF STOCKHOLDERS
APRIL 6, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.