06/09/2025 | Press release | Distributed by Public on 06/09/2025 15:29
Item 3.03. Material Modifications to Rights of Security Holders.
Effective upon the filing of this report, the one share of Series A Preferred Stock issued on April 17, 2025, by Citius Pharmaceuticals, Inc. (the "Company"), will automatically be redeemed, pursuant to its terms. Upon the redemption, the holder of the Series A Preferred Stock will receive aggregate consideration of $100, which was the original purchase price of the Series A Preferred Stock.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 9, 2025, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to increase the authorized shares from 26,000,000 to 260,000,000 and increase the authorized common shares, par value $0.001 per share, from 16,000,000 to 250,000,000 (the "Amendment"). The Amendment was approved by the Company's stockholders at a special meeting of stockholders that was held on June 9, 2025 (the "Special Meeting") and became effective upon filing with the State of Nevada.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Special Meeting, stockholders approved an amendment to the Company's Articles of Incorporation to increase the authorized number of shares of capital stock from 26,000,000 to 260,000,000 and the authorized number of common shares from 16,000,000 to 250,000,000 (the "Amendment"). The vote for the Amendment was 547,138,179 shares "FOR", 457,549,494 shares "AGAINST", 520,782 shares abstaining and no broker non-votes.
As previously described in in the Company's proxy statement for the Special Meeting, the holder of record of the one outstanding share of the Company's Series A Preferred Stock was entitled to cast 1,000,000,000 votes but had the right to vote only on the Amendment. Per the terms of the Series A Preferred Stock, the Series A Preferred Stock votes were cast automatically in the same "mirrored" proportion as the aggregate votes cast "FOR" and "AGAINST" the Amendment by the holders of common stock who voted on the Amendment (but excluding any abstentions, broker non-votes, and shares of common stock that were not voted "FOR" or "AGAINST" the Amendment for any reason).
At the Special Meeting, stockholders were to vote to approve the adjournment of the Special Meeting, and any adjournment or postponement thereof, if necessary, to solicit additional proxies if there were not sufficient votes in favor of the Amendment. With the approval of the Amendment by the stockholders, the adjournment proposal became moot.