Research Reports

Key takeaways

Third Amendment dated May 4, 2026, amends promissory note originally issued August 16, 2024, for $3,800,111 principal.

Maturity set 91 days after Citius Oncology's senior debt fully paid and loan agreement terminated.

Eliminates prior maturity triggers from capital raises, debt/equity issuances, or LYMPHIR royalty monetizations.

Prohibits cash prepayments before new maturity date.

Adds voluntary conversion of principal into Citius Oncology common stock at $0.90 per share, subject to approval.

Note subordinated to senior debt under Subordination Agreement with Avenue Venture Opportunities Fund II.

Full analysis

The Third Amendment restructures the intercompany promissory note to support Citius Oncology's new debt facility with Avenue Venture Opportunities Fund II, L.P. as agent. By subordinating the note and deferring maturity until 91 days post-senior debt repayment, it prioritizes external senior lenders, providing Citius Oncology liquidity without immediate parent repayment pressure. Removal of event-based triggers ensures stability amid equity financings or LYMPHIR monetizations. The $0.90 conversion option offers Citius Pharmaceuticals potential equity upside in its majority-owned subsidiary, though subject to approval, balancing debt relief with strategic alignment.

CTXR · Citius Pharmaceuticals, Inc.

Summary

Key takeaways

Full analysis