| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Citius Pharmaceuticals, Inc. [ CTXR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/10/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 1,992,243 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant to Purchase Common Stock(1) | $1.15 | (1) | 08/14/2024 | Common Stock | 784,314 | 784,314 | D | ||||||||
| Options to Purchase Common Stock(2) | $8.1 | (2) | 10/01/2025 | Common Stock | 26,667 | 26,667 | D | ||||||||
| Options to Purchase Common Stock(3) | $3.45 | (3) | 09/13/2027 | Common Stock | 40,000 | 40,000 | D | ||||||||
| Options to Purchase Common Stock(4) | $1.62 | (4) | 09/04/2028 | Common Stock | 150,000 | 150,000 | D | ||||||||
| Warrant to Purchase Common Stock(1) | $1.42 | (1) | 04/05/2024 | Common Stock | 129,450 | 129,450 | D | ||||||||
| Warrant to Purchase Common Stock(1) | $0.77 | (1) | 09/27/2024 | Common Stock | 558,597 | 558,597 | D | ||||||||
| Options to Purchase Common Stock(5) | $0.67 | (5) | 10/08/2029 | Common Stock | 175,000 | 175,000 | D | ||||||||
| Options to Purchase Common Stock(6) | $1.01 | (6) | 10/06/2030 | Common Stock | 200,000 | 200,000 | D | ||||||||
| Options to Purchase Common Stock(7) | $2 | (7) | 07/22/2031 | Common Stock | 300,000 | 300,000 | D | ||||||||
| Options to Purchase Common Stock(8) | $2 | (8) | 07/22/2031 | Common Stock | 10,000 | 10,000 | I | See footnote(8) | |||||||
| Options to Purchase Common Stock(9) | $2.04 | (9) | 10/11/2031 | Common Stock | 650,000 | 650,000 | D | ||||||||
| Options to Purchase Common Stock(8) | $2.04 | (8) | 10/11/2031 | Common Stock | 15,000 | 15,000 | I | See footnote(8) | |||||||
| Options to Purchase Common Stock(10) | $1.25 | (10) | 10/04/2032 | Common Stock | 400,000 | 400,000 | D | ||||||||
| Options to Purchase Common Stock(11) | $0.7 | 10/10/2023 | A | 400,000 | (11) | 10/10/2033 | Common Stock | 400,000 | $0 | 400,000 | D | ||||
| Explanation of Responses: |
| 1. The warrant is fully vested and exercisable immediately. |
| 2. The options vested in full On December 31, 2016. |
| 3. The options vested in full on September 13, 2020. |
| 4. The options vested in full on September 4, 2021. |
| 5. The options vested in full on October 8, 2022. |
| 6. The options vested in full on October 6, 2023. |
| 7. The options were granted on July 22, 2021. The options will vest 1/3 on each of the one-year, two-year and three-year anniversary of the Vesting Commencement Date, provided that the Optionee provides Continuous Service to the Company as of each such vesting date. |
| 8. The options are held by the Reporting Person's daughter. The Reporting Person disclaims beneficial ownership in these shares. |
| 9. The options were granted on October 11, 2021. The options will vest 1/3 on each of the one-year, two-year and three-year anniversary of the Vesting Commencement Date, provided that the Optionee provides Continuous Service to the Company as of each such vesting date. |
| 10. The options were granted on October 4, 2022. The options will vest 1/3 on each of the one-year, two-year and three-year anniversary of the Vesting Commencement Date, provided that the Optionee provides Continuous Service to the Company as of each such vesting date. |
| 11. The options were granted on October 10, 2023. The options will vest 1/3 on each of the one-year, two-year and three-year anniversary of the Vesting Commencement Date, provided that the Optionee provides Continuous Service to the Company as of each such vesting date. |
| /s/ Alexander M. Donaldson, by power of attorney | 10/12/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||