Registration Statement No. 333-________As filed with the Securities and Exchange Commission on October 30, 2014

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

________________

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_______________

CELLCEUTIX CORPORATION

(Exact name of registrant as specified in its charter)

100 Cummings Center, Suite 151-B

Beverly, MA 01915

(978) 633-3623

(Address including zip code, and telephone number, including area code, of registrant’s principal executive offices)

CopyLeo Ehrlich, Chief Executive Officer

100 Cummings Center, Suite 151-B

Beverly, MA 01915

(978) 633-3623

(Name, address, including zip code, and telephone number, including area code, of Communications To:agent for service)

Copies to:

Clayton E. Parker, Esq.

Matthew L. Ogurick, Esq.

K&L Gates LLP

200 SouthS. Biscayne Boulevard,

Suite 3900

Miami, Florida 33131-2399

Telephone: (305) 539-3300

Facsimile: (305) 358-7095

Telephone: (305) 539-3306

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement, as determined by market conditions and other factors.Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þx

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in ruleRule 12b-2 of the Exchange ActAct.

CALCULATION OF REGISTRATION FEE

The registrantRegistrant hereby amends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment which specifically states that this registration statementRegistration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statementRegistration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. This prospectus is included in a registration statement that we filed with the Securities and Exchange Commission. We may notcannot sell these securities or accept an offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we areit is not soliciting offers to buy these securities in any state where thesuch offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 4, 2013OCTOBER 30, 2014

PROSPECTUS

CELLCEUTIX CORPORATIONCellceutix Corporation

15,400,000 shares$75,000,000 of

Class A Common Stock

Preferred Stock

Aspire Capital Fund, LLCDebt Securities

Warrants

Units

We may offer and sell, from time to time, in one or more offerings, any combination of debt and equity securities that we describe in this prospectus, either individually or in units, having a total initial offering price not exceeding $75,000,000. We may also offer shares of common stock or preferred stock upon conversion of debt securities, common stock upon conversion of preferred stock, or common stock, preferred stock or debt securities upon the exercise of warrants.

This prospectus relatesprovides you with a general description of these securities. We will file prospectus supplements and may provide other offering material at later dates that will contain specific terms of each offering of securities by us. These supplements may also add, update or change information contained in this prospectus.

You should read this prospectus and the applicable prospectus supplement carefully before you invest in the securities described in the applicable prospectus supplement. This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.

We will sell these securities directly to our stockholders or to other purchasers or through agents on our behalf or through underwriters or dealers as designated from time to time. If any agents or underwriters are involved in the sale of up to 14,000,000 sharesany of Class A Common Stock of Cellceutix Corporation, a Nevada corporation by Aspire Capital Fund, LLC (“Aspire Capital”). The prices at which Aspire Capital may sellthese securities, the shares offered in thisapplicable prospectus supplement will be determined byprovide the prevailing market price for the shares or in negotiated transactions. We will not receive proceeds from the salenames of the shares by Aspire Capital. However, we may receive proceeds of up to $20.0 million from the sale of our Class A Common Stock to Aspire Capital, pursuant to a purchase agreement entered into with Aspire Capital on October 25, 2013, once the registration statement of which this prospectus is a part is declared effective.

Aspire Capital is an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). We will pay the expenses of registering these shares, but Aspire Capital will pay all selling and other expenses incurred.

Polymedix

This prospectus also relates to the sale of 1,400,000 shares of our Class A Common Stock held by Jeoffrey L. Burtch, an individual, as Chapter 7 Trustee (the “Trustee” and together with Aspire Capital, the “Selling Stockholders”) for the estates of PolyMedix, Inc., a Delaware corporation and its wholly-owned subsidiary, PolyMedix Pharmaceuticals, Inc., a Delaware corporation (together “Polymedix”). We will not receive proceeds from the sale of shares by the Trustee.

The Trustee may offer to sell its shares of Class A Common Stock being offered in this prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices,agents or at negotiated prices.

The Trusteeunderwriters and any brokers executing sell orders on behalf of the Trustee may be deemed to be “underwriters” within the meaning of the Securities Act. Commissions received by a broker executing sell orders may be deemed to be underwriting commissions under the Securities Act. We will pay the expenses of registering these shares, but the Trustee will be responsible for any underwriting discountsapplicable fees, commission or commissions or agent’s commissions incurred.discounts.

Our Class A Common Stockcommon stock is currently quoted on the OTCOver the Counter Bulletin Board under the symbol “CTIX”. On October 25, 2013, we had 62,478,447 shares of our Class A Common Stock issued and outstanding held by non-affiliates. The closing price for our Class A Common Stock on October 24, 2013 was $1.80 per share.

Investing in our Class A Common Stocksecurities involves a high degree of risk. You should carefully considerSee the risk factors beginningsection entitled “Risk Factors” on page 188 of this prospectus before making a decision to investand in our Class A Common Stock.  

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide youdocuments we filed with information different fromthe Securities and Exchange Commission that containedare incorporated in this prospectus or any prospectus supplement. This prospectus is not an offer of these securities in any jurisdiction where an offerby reference for certain risks and sale is not permitted.uncertainties you should consider.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracyadequacy or adequacyaccuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of thisThis prospectus is _______________, 2013.dated _____________ __, 2014.

TABLE OF CONTENTS

IMPORTANT INFORMATION ABOUT THIS PROSPECTUS

This prospectus of Cellceutix Corporation, a Nevada corporation (collectively with all of its subsidiaries, the “Company”, “Cellceutix”, or “we”, “us”, or “our”) is a part of a registration statement on Form S-3 that we filed with the United States Securities and Exchange Commission or the SEC. The Selling Stockholders(“SEC”) utilizing a “shelf” registration process. Under this shelf registration process, we may, offer and resell from time to time, up to 15,400,000sell the securities described in this prospectus in one or more offerings. Based on a recent price of $3.38 on October 24, 2014 of our common stock and 81,751,531 shares of our Class A Common Stock. Before purchasing any sharescommon stock held by our non-affiliates within 60 days immediately prior to the filing date of the registration statement on Form S-3 of which this prospectus is made a part, the aggregate market value of our Class A Common Stock,outstanding voting and non-voting common equity held by our non-affiliates was approximately $276,320,175.

The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the securities offered under this prospectus. The registration statement, including the exhibits and the documents incorporated herein by reference, can be read on the SEC website or at the SEC offices mentioned under the heading “Prospectus Summary—Where You Can Find More Information.”

We may provide a prospectus supplement containing specific information about the amounts, prices and other important terms of the securities for a particular offering. The prospectus supplement may add, update or change information in this prospectus. If the information in the prospectus is inconsistent with a prospectus supplement, you should carefullyrely on the information in that prospectus supplement. You should read both this prospectus and, if applicable, any supplement, together with the additional information described under the heading “Incorporation of Certain Documents by Reference” found on page 48 herein.prospectus supplement. See “Prospectus Summary—Where You Can Find More Information” for more information.

You should rely only on theWe have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained herein or incorporated by reference in this prospectus. We have not authorizedprospectus or any other person to provide you with different information. If anyone provides you with different or inconsistent information, you shouldprospectus supplement. You must not rely on it. We willupon any information or representation not makecontained or incorporated by reference in this prospectus or any prospectus supplement. This prospectus and any prospectus supplement do not constitute an offer to sell theseor the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and any prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction where theto any person to whom it is unlawful to make such offer or sale is not permitted.solicitation in such jurisdiction. You should not assume that the information appearingcontained in this prospectus as well asor any prospectus supplement is accurate on any date subsequent to the date set forth on the front of such document or that any information we previously filed with the SEC andhave incorporated herein by reference is accurate ascorrect on any date subsequent to the date of the date on the front cover ofdocument incorporated by reference, even though this prospectus only. Ourand any prospectus supplement is delivered or securities are sold on a later date.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act regarding our business, financial condition, results of operations and prospects may have changed since that date.

Neitherprospects. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. However, these are not the deliveryexclusive means of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the informationidentifying forward-looking statements. Although forward-looking statements contained by reference to this prospectus is correct as of any time after its date. The information in this prospectus is accuratereflect our good faith judgment, such statements can only be based on facts and factors currently known to us. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Further information about the risks and uncertainties that may impact us are described or incorporated by reference in “Risk Factors” beginning on page 8. You should read that section carefully. You should not place undue reliance on forward-looking statements, which speak only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Class A Common Stock. The rules of the SEC may require usprospectus. We undertake no obligation to update this prospectus in the future.

FORWARD-LOOKING INFORMATION

The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This prospectus contains such “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts but are the intent, belief, or current expectations of our business and industry. We make statements in this prospectus, including statements that are incorporated by reference, that are forward-looking. When used in this prospectus or in any other presentation, statements which are not historical in nature, including words such as “anticipate,” “estimate,” “could,” “should,” “may,” “plan,” “seek,” “expect,” “believe,” “intend,” “target,” “project” and similar expressions are intended to identify forward-looking statements. Forward-looking statements might also include statements regarding:

These forward-looking statements are based on our current expectations and are subject to a number of risks, uncertainties and assumptions. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Important factors that could cause actual results to differ materially from those in forward-looking statements include:

We believe these forward-looking statements are reasonable; however, you should not place undue reliance onpublicly any forward-looking statements which are based on current expectations. Furthermore, forward-looking statements speak only as of the date they are made. Ifin order to reflect any of these risksevent or uncertainties materialize, or if any of our underlying assumptions are incorrect, our actual results may differ significantly from the results that we express in or imply by any of our forward-looking statements. These and other risks are detailed in this prospectus, in any supplements to this prospectus, in the documents that we incorporate by reference into this prospectus and in other documents that we file with the SEC. We do not undertake any obligation to publicly update or revise these forward-looking statementscircumstance occurring after the date of this prospectus to reflect future events or circumstances. We qualify any and allcurrently unknown facts or conditions or the occurrence of our forward-looking statements by these cautionary factors.unanticipated events.

PROSPECTUS SUMMARY

IntroductionOur Company

This summary highlights selected information and does not contain all the information that is important to you. You should carefully read this prospectus, any applicable prospectus supplement and the documents we have referred you to in “Incorporation of Certain Documents by Reference”We are a clinical stage developmental biotechnology pharmaceutical company focused on page 48 of this prospectus for information about us and our financial statements. Except where the context otherwise requires, the terms “we,” “us,” “our” or “Cellceutix” refer to Cellceutix Corporation, a Nevada corporation.

Our Business

Cellceutix is a bio-pharmaceutical company in the business of developingdiscovering small molecule therapies. Our primary efforts are in cancer,drugs for hard to treat diseases, including drug-resistant cancers, psoriasis, autism and inflammatory and infectious disease. We have acquired exclusive rights to several drugs relating to a number of human diseases. Our anti-cancer compound, Kevetrin, is in a Phase 1 clinical trial.

In September 2013 we acquired two clinical stage compounds, Brilicidin™ and Delparantag™, and patent rights to those compounds at the US Bankruptcy Court auction for the estates of Polymedix as more fully described below. The balance of our product candidates which are in pre-clinical development include one anti-cancer agent (KM3174); one candidate targeting rheumatoid arthritis (KM277); a small molecule compound with an indication of osteo-arthritis/asthma (KM278); a small molecule compound with an indication of neurological disorders for the treatment of Multiple Sclerosis, Lou Gehrig Disease, and/Company has no customers, products or Parkinson’s Disease (KM362); a small molecule compound for the treatment of Psoriasis (Prurisol-KM133); and a small molecule compound for the treatment of autism (KM-391). We filed patent applications covering Kevetrin in May 2009, and Prurisol in January 2012. The US Patent and Trademark Office awarded us a patent covering Kevetrin in December 2012.

Our Pipeline

The Company's present focus is the development and clinical trials of its leading compounds Kevetrin, Prurisol and Brilicidin™.

Kevetrin

Our lead compound Kevetrin is a small molecule proprietary to the Company.  Its structure is distinct from other anti-cancer agents currently on the market.  Kevetrin is an anti-cancer drug which has demonstrated the ability in pre-clinical studies to regulate the p53 pathway and attack cancers which have proven resistant to today's cancer therapies (drug-resistant cancers). 

On June 21, 2012, the U.S. Food and Drug Administration (FDA), approved the Investigational New Drug (IND) application for Kevetrin. Company sponsored Phase 1 trials are being conducted at Harvard Cancer Center's Dana-Farber Cancer Institute and partner Beth Israel Deaconess Medical Center (BIDMC).  The clinical trials that began in November 2012 will test Kevetrin against a variety of different solid tumor cancer types in patients with advanced-stage cancers. Primary endpoints for the study will be safety, tolerable dosing levels and establishing the dose for a future Phase II clinical trial. We have not received notice of events outside of the parameters of the protocol and the trial is progressing.

The University of Bologna in Italy, or the University, and The Italian Cooperative Study Group on Chronic Myeloid Leukemia (ICSG on CML) and Acute Leukemia (GIMEMA Group) plan on testing Kevetrin against Acute Myelogenous Leukemia (AML). We have been advised that the study, a phase 1b trial, will be titled “A Multi-Center, Open-Label, Phase 1B Study of Escalating Doses of Kevetrin (Thioureidobutyronitrile) Administered Intravenously, with Cytarabine Administered A) Subcutaneously, or B) Intravenously, in Patients with Acute Myelogenous Leukemia (AML).” The trial’s principal investigator wants this phase 1b trial to begin once a higher patient dosing is achieved at the Dana Farber trial. The University shall source the funding for this trial.

Preclinical testing of Kevetrin was conducted at Beth Israel Deaconess Medical Center in combination with Pfizer, Inc.’s multikinase inhibitor drugs as potential new therapies for renal cancer and melanoma. The results received from BIDMC in April 2013 showed apoptosis induction (TUNEL) in renal cancer (cell line 786). We believe the results of these preclinical tests providedrevenues to date, to us are encouraging and BIDMC and Cellceutix wish to move the study further. We have provided the requested information from BIDMC that will be used to investigate a Specialized Programs of Research Excellence (SPORE) grant for a phase 2 clinical study of renal cancer upon completion of the successful phase 1 clinical study presently in progress.

We are presently in discussions with other institutions for collaborations in conducting clinical trials with Kevetrin on multiple cancers.

Prurisol

Prurisol is our anti-psoriasis drug candidate. It is synthesized through a multi step-step process using commercially available starting materials. Prurisol acts through immune modulation and PRINS reduction.

In June 2012 we participated in a pre IND meeting with the FDA pertaining to Prurisol. We had requested the meeting for guidance on its initiatives to seek a section 505(b)(2) designation for Prurisol, which would allow us to forgo early-stage trials and advance Prurisol into latter-stage clinical trials.  The FDA advised us that a 505(b)(2) application would be an acceptable approach for Prurisol. In September 2012, we selected Dr. Reddy's Laboratories as our vendor to manufacture and formulate Prurisol for planned clinical trials. We plan on filing a 505(b)(2) application by the end of 2013.

The Company is now planning two clinical trials for Brilacidin. The first is a phase 2b trial for Acute Bacterial Skin And Skin Structure Infections (“ABSSSI”) and the second is a phase 2 Oral Mucositis trial.

Polymedix Assets Acquisitionmay never achieve revenues or profitable operations.

On September 4, 2013, we entered into an Asset Purchase Agreement (the “Polymedix Agreement”) whereby we purchased substantially all of the assets of Polymedix Inc., a Delaware corporation and its wholly-owned subsidiary, Polymedix Pharmaceuticals, Inc., from a Delaware corporation (together, “Seller”) fromChapter 7 trustee for the U.S. Bankruptcy Courtbankrupt estate of these entities (the “Polymedix Assets”). The bankruptcy cases were pending before the Bankruptcy Court for the District of Delaware and were being jointly administered under Case No. 13-10690 (BLS).

The aggregate purchase price for the sale and transfer of the Polymedix Assets was $2.1 million in cash, plus 1.4 million shares of our Class A Common Stock for acommon stock. The total aggregate purchase price ofwas approximately $4.8 million.

On October 23, 2014, we announced positive top-line data from our Phase 2b ABSSSI trial with our lead antibiotic compound, Brilacidin. The Class A Common Stocktrial, which began in February 2014, enrolled 215 total subjects in four treatment arms, with approximately 25% in each treatment arm. The primary endpoint was valuedclinical success in the intent-to-treat population, defined as reduction of at $1.93 per share based onleast 20% in area of ABSSSI lesion, relative to baseline, when observed 48-72 hours after the September 4,first dose of study drug, and no rescue antibiotics administered. This is consistent with the 2013 opening stock price as quoted onFood and Drug Administration (FDA) guidance for ABSSSI studies and is the OTB Bulletin Board, resultingsame endpoint used in approximately $2.7 million of Class A Common Stock being issued to acquirerecent approvals for ABSSSI drugs. All three Brilacidin treatment arms (two single-dose regimens and one three-day dose regimen) reached the Polymedix Assets. The Company is required not later than sixty (60) days fromprimary endpoint, with the date of acquisition to prepare and deliverclinical success rate for each dosing regimen statistically comparable to the Sellerclinical success rate of the FDA-approved seven-day dosing regimen of daptomycin. All Brilacidin treatment regimens were well tolerated. There were six severe adverse events (SAE) reported across the study, none of which were considered related to Brilacidin by the principal investigator. Biostatistics are being reviewed and will be made available to shareholders over the coming weeks.

Our lead cancer compound, Kevetrin, is presently in its 9^th cohort in a Phase 1 clinical trial at Harvard Cancer Center's Dana-Farber Cancer Institute and partner Beth Israel Deaconess Medical Center, testing Kevetrin against advanced solid tumors.

In June 2014, we completed a Phase 1 trial for their consentthe treatment of psoriasis with our compound, Prurisol. We are awaiting a schedule allocatingmeeting with the purchase price amongFDA to present our end of Phase 1 package and to discuss our planned Phase 2/ 3 protocol. Upon FDA acceptance of the Polymedix Assets acquiredprotocol, we can start the Phase 2/3 study.

On October 13, 2014 we announced the acceptance of our filed IND (Investigational New Drug Application) by us.the Food and Drug Administration for the treatment of Oral Mucositis with Brilacidin.

We are also requiredfurther developing Brilacidin for the treatment of diabetic foot ulcer infections and other indications such as, ophthalmic and otitic infections. Also in development are novel compounds for Gram negative and fungal infections.

On October 20, 2014 the Board of Directors approved the appointment of Dr. William James Alexander as our Chief Operations Officer for the term of one year effective October 27, 2014. Dr. Alexander had been serving the Company as a medical consultant since 2012. From June 2006 to fileJune 2008 he served as Vice President, Clinical Development at BioCryst Pharmaceuticals. From July 2008 to present he operated as a registration statementsole proprietorship under the name of Alexander Pharma Consulting, LLC. Dr. Alexander previously held clinical development and/or pharmacovigilance positions with SmithKline Beecham, Glaxo, Glaxo Wellcome, and BioCryst. He has contributed to clinical development programs supporting the SECapproval of drugs for the treatment of bacterial and viral infections (HIV, herpes viruses, and influenza), asthma, COPD, and migraine. Dr. Alexander received his M.D. from the University of Mississippi and his M.P.H. from the University of Alabama at Birmingham. Dr. Alexander is board certified in internal medicine and infectious diseases.

We anticipate using our expertise and resources to registermanage and perform what we believe are the Class A Common Stock within sixty (60) days of September 4, 2013.   At any time between one day after such closing and three hundred and sixty-five (365) days after such closing, the Seller or any holdermost critical aspects of the Class A Common Stock issued pursuant toproduct development process which include: (i) engage in product discovery of compounds within our portfolio library, (ii) the Polymedix Agreement may make written demand upon usdesign and oversight of clinical trials; (iii) the development and execution of strategies for us to repurchase such sharesthe protection and maintenance of Class A Common Stock at $1.00 per share. intellectual property rights; and (iv) the interaction with regulatory authorities.

The Polymedix Agreement was attached in our Current ReportCompany’s stock symbol is “CTIX” and is currently quoted on Form 8-K as filed with the SEC on September 4, 2013. The Polymedix Assets include rights to intellectual property (IP), compounds, clinical studies and equipment,Over the most significant value of which are the clinical studies and IP. The following sets forth a brief description of the Polymedix Assets.Counter Bulletin Board.

Brilacidin™

The intravenous formulation of Polymedix’s lead product candidate, brilacidin™, is an antibiotic which has the potential to treat a variety of indications, including Acute Bacterial Skin and Skin Structure Infections (“ABSSSI”) caused by either drug-sensitive or drug-resistant strains of Staphylococcus aureus bacteria.

ABSSSI

In April 2012, Polymedix completed and announced positive results from a Phase 2 clinical trial with brilacidin™.  This randomized, blinded, active-controlled, multinational Phase 2 clinical trial was conducted at multiple sites in Canada, Russia and Ukraine.  The study objectives were to evaluate the safety and efficacy of brilacidin™ as treatment for ABSSSI caused by Staphylococcus aureus, including methicillin-resistant Staphylococcus aureus (MRSA).  The study objectives were met, with all evaluated doses of brilacidin™ demonstrating similar clinical response rates to those of the active control, daptomycin.  The study was conducted in accordance with FDA’s most recent ABSSSI guidelines and is intended to support regulatory approval in the United States.  As expected, and consistent with previous clinical studies, patients receiving brilacidin™ commonly reported sensations of numbness and tingling that were generally characterized as mild and resolved following treatment. No patient stopped treatment as a result of these sensations. Other treatment-related adverse events included hypertension, injection site pain, nausea, vomiting, vertigo, and pyrexia. There was one treatment-related serious adverse event that was at least possibly drug-related reported in each brilacidin™ study arm. Treatment-related serious adverse events included an instance of hypertension in the medium and high dose regimens, which discontinued therapy, and an instance of increased platelets in the low dose regimen.

Oral Mucositis

In animal models of oral mucositis, an oral rinse containing brilacidin™ was shown to reduce the occurrence of severe ulcerative oral mucositis by more than 90% compared to placebo.  Brilacidin™ and related compounds have shown antibacterial, anti-biofilm and anti-inflammatory properties in various pre-clinical studies.  Polymedix believed that the combination of these attributes contribute to the efficacy of brilacidin in these animal models.

Delparantag™

Delparantag™ (formerly PMX-60056) is a synthetic, small-molecule intended to reverse the effects of the commonly used anticoagulants unfractionated heparin (UFH), and its derivatives, low molecular weight heparins (LMWH), to help manage the balance of antithrombosis and anticoagulation and reduce the incidence of bleeding in certain interventional cardiology procedures, such as Percutaneous Coronary Intervention (PCI) and Coronary Arterial Bypass Grafting (CABG), and other situations where UFH and LMWH are used and bleeding may occur.

In May 2012, Polymedix announced that they had stopped enrollment in two clinical trials for Delparantag™: a Phase 2 clinical trial for reversing the anticoagulant activity of UFH in patients undergoing PCI procedures, and a Phase 1B/2 clinical trial for reversing the anticoagulant activity of the LMWH enoxaparin in healthy volunteers.  While Delparantag™ showed activity in neutralizing both UFH and the LMWH enoxaparin in these clinical trials, Polymedix decided to stop enrollment in both trials due to observations of reductions in blood pressure in some patients.  

Other Candidates

Other product candidates acquired by us include, without limitation, compounds active against gram-negative bacteria, fungal infections, malaria, tuberculosis, biowarfare pathogens, and PolyCide® antimicrobial biomaterials.  

We are currently evaluating all these programs.  We are also in discussions with clinical research organizations to estimate the costs. We believe it is too soon in our acquisition process to develop a comprehensive plan or budget for the development costs of these newly acquired Polymedix Assets.

Our Business Strategy

We are in the business of developing and and/or acquiring innovative small molecule therapies to treat diseases with significant medical need. Our strategy is to use our business and scientific expertise to maximize the value of our diverse pipeline. We expect to develop the highest quality data and broadest intellectual property to support our compounds.

We currently own all development and marketing rights to our products. In order to successfully develop and market our products, we may have to partner with other companies. Prospective partners may require that we grant them significant development and/or commercialization rights in return for agreeing to share the risk of development and/or commercialization.

History and Corporate Structure

Cellceutix Corporation, formerly knownThe Company was incorporated as EconoShare,Econoshare, Inc., was incorporated on August 1, 2005, in the State of Nevada and was organized for the purpose of developing a B2B (Business to Business) website for an Asset Sharing market place and transaction system.

Nevada. On December 6, 2007, EconoShare, Inc. acquired CellceutixPharma, Inc., a privately owned Delaware corporation pursuant to the terms of an Agreement and Plan of Share Exchange, (the “Exchange”). CellceutixPharma,Econoshare, Inc. was incorporated under the lawsacquired 100% of the Stateequity of Cellceutix Pharma, Inc., a privately owned Delaware on June 20, 2007 and its assets at the time of the Exchange consisted of rights assigned to it for six early stage pharmaceutical compounds by three different scientists.

Pursuant to the terms of the Exchange, EconoShare, Inc. acquired CellceutixPharma, Inc.corporation, in exchange for an aggregate of 82,000,000 newly issued shares of EconoShare, Inc.’sthe Company’s common stock, par value $0.0001 per share, (“Common Stock”).resulting in an aggregate of 91,791,000 shares of Company’s common stock then issued and outstanding. As a result of the Exchange, CellceutixPharma,such exchange, Cellceutix Pharma, Inc. became a wholly-ownedwholly owned subsidiary of EconoShare, Inc. Shares were issued to the stockholders of CellceutixPharma, Inc. on a pro rata basis on the basis of 82 shares of Common Stock for each share of CellceutixPharma, Inc. common stock held by such CellceutixPharma, Inc. shareholder at the time of the Exchange. This resulted inCompany and the former holders of CellceutixPharma,Cellceutix Pharma, Inc. owningowned approximately 89% of the then outstanding shares of Common Stock. Accordingly, the Exchange represented a change in control. For financial accounting purposes, the acquisition was a reverse acquisition of EconoShare, Inc. by CellceutixPharma, Inc., under the purchase method of accounting, and was treated as a recapitalization with CellceutixPharma, Inc. as the legal acquirer. Upon consummationcommon stock of the Exchange, EconoShare, Inc. adopted the business plan of CellceutixPharma, Inc.Company.

On January 14, 2008, a majority of the stockholders of the CompanyEconoShare, Inc. approved an amendment to its Articles of Incorporation to change its name to Cellceutix Corporation. Upon the filing of a Definitive Information Statement and the effectiveness of the name change on February 1, 2008, the Company applied to the National Association of Security Dealers (NASD) to change its stock symbol on the OTCOver the Counter Bulletin Board which resulted in the Company’s stock symbol being changed to “CTIX”.

Company InformationPolymedix Asset Acquisition

Our corporate offices are located at 100 Cummings Center, Suite 151-B, Beverly, Massachusetts, 01915. The Company's telephone number is (978) 236-8717. Our corporate website is www.cellceutix.com. The informationPolyMedix Inc. was founded in 2002 based on our website is not incorporated by reference into this prospectus.

SUMMARY OF THE OFFERING

This prospectus relates to the sale of up to 15,400,000 shares of our Class A Common Stock by Aspire Capital and the Trustee as more fully described in the "Selling Stockholders" section herein below.  On October 25, 2013, we issued 210,523 shares of our Class A Common Stock to Aspire Capital in exchange for entering into a purchase agreement pursuant to which we may sell to Aspire Capital up to 13,789,477 shares of our Class A Common Stock for an aggregate amount of up to $20.0 million. If the  13,789,477 shares of our Class A Common Stock offered hereby for Aspire Capital, which have not yet been issued, were issued and outstanding as of the date hereof, the total offering of 15,400,000  would represent approximately 12.97% of the total Class A Common Stock outstanding (or approximately 20.19 % of the shares held by non-affiliates) as of the date hereof.

The number of shares of our Class A Common Stock outstanding as of October 25, 2013 was 104,914,045 shares, and excludes the following:

Unless otherwise indicated, all information in this prospectus assumes no exercise of the outstanding options or the warrants described above.

Aspire Capital Transaction

On October 25, 2013, we entered into a purchase agreement (the “Purchase Agreement”), with Aspire Capital Fund, LLC, an Illinois limited liability company (“Aspire Capital”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $20.0 million of our shares of our Class A Common Stock over the approximately 36-month term of the Purchase Agreement. In consideration for entering into the Purchase Agreement, concurrently with the execution of the Purchase Agreement, we issued to Aspire Capital 210,523 shares of our Class A Common Stock as a commitment fee (the “Commitment Shares”). Concurrently with entering into the Purchase Agreement, we also entered into a registration rights agreement with Aspire Capital (the “Registration Rights Agreement”), in which we agreed to file one or more registration statements, including the registration statement of which this prospectus is a part, as permissible and necessary to register under the Securities Act, the sale of the shares of our Class A Common Stock that have been and may be issued to Aspire Capital under the Purchase Agreement.

On October 25, 2013, there were 104,914,045 shares of our Class A Common Stock issued and outstanding, of which 62,478,447 shares were held by non-affiliates, excluding the 13,789,477 shares offered that may be issued to Aspire Capital pursuant to the terms of the Purchase Agreement after the registration statement of which this prospectus is a part is declared effective. If all of 14,000,000 shares of our Class A Common Stock offered hereby were issued and outstanding as of the date hereof such shares would represent approximately 11.8% of the total Class A Common Stock outstanding (or approximately 18.4% of the shares held by non-affiliates) as of the date hereof. The number of shares of our Class A Common Stock ultimately offered for sale by Aspire Capital is dependent upon the number of shares purchased by Aspire Capital under the Purchase Agreement. If we elect to issue more than 14,000,000 shares offered under this prospectus which we have the right but not the obligation to do, we must first register the sale by Aspire Capital of such additional shares under the Securities Act before we can sell such additional shares to Aspire Capital

Pursuant to the Purchase Agreement, we are registering 14,000,000 shares of our Class A Common Stock, which includes the 210,523 Commitment Shares that have already been issued to Aspire Capital, and 13,789,477 shares of Class A Common Stock which we may issue to Aspire Capital after the registration statement of which this prospectus is a part is declared effective under the Securities Act. All 14,000,000 shares of Class A Common Stock are being offered pursuant to this prospectus.

After the SEC has declared effective the registration statement of which this prospectus is a part, on any trading day on which the closing sale price of our Class A Common Stock exceeds $0.25 (the “Floor Price”), we have the right, in our sole discretion, to present Aspire Capital with a purchase notice (each, a “Purchase Notice”), directing Aspire Capital (as principal) to purchase up to 200,000 shares of our Class A Common Stock (“Purchase Shares”) per trading day, provided that the aggregate price of such purchase shall not exceed $500,000 per trading day, up to $20.0 million of our Class A Common Stock in the aggregate at a per share price (the “Purchase Price”) calculated by reference to the prevailing market price of our Common Stock as more specifically described under the Section entitled “Selling Stockholders -The Aspire Capital Transaction” herein.

In addition, on any date on which we submit a Purchase Notice for at least 100,000 Purchase Shares to Aspire Capital and the closing sale price of our stock is equal to or greater than $0.50 per share, we also have the right, in our sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a “VWAP Purchase Notice”) directing Aspire Capital to purchase an amount of stock equal to up to 30% of the aggregate shares of the Company’s Common Stock traded on The OTC Bulletin Board on the next trading day (the “VWAP Purchase Date”), subject to a maximum number of shares we may determine (the “VWAP Purchase Share Volume Maximum”) and a minimum trading price (the “VWAP Minimum Price Threshold”) (as more specifically described under “The Aspire Capital Transaction” herein). The purchase price per Purchase Share pursuant to such VWAP Purchase Notice (the “VWAP Purchase Price”) is calculated by reference to the prevailing market price of our Class A Common Stock as more specifically described under the Section entitled “Selling Stockholders -The Aspire Capital Transaction” herein.

The Purchase Agreement provides that the Company and Aspire Capital shall not effect any sales under the Purchase Agreement on any purchase date where the closing sale price of our Class A Common Stock is less than the Floor Price. This Floor Price and the respective prices and share numbers in the preceding paragraphs shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. There are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any sales of our Class A Common Stock to Aspire Capital. Aspire Capital has no right to require any sales by us, but is obligated to make purchases from us as we direct in accordance with the Purchase Agreement. There are no limitations on use of proceeds, financial or business covenants, restrictions on future funding, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement. The Purchase Agreement may be terminated by us at any time, at our discretion, without any penalty or cost to us.

An “Event of Default” shall mean any of the following: (i) if the Class A Common Stock ceases to be eligible for trading on the Company’s current principal market and is not immediately thereafter trading on the NYSE, the NYSE MKT, the NASDAQ Global Market, the NASDAQ Global Select Market, the NASDAQ Capital Market, or OTCQB or OTCQX market places of the OTC Markets; (ii) suspension of the Class A Common Stock from trading on our principal market for three (3) consecutive trading days; (iii) if for any reason the registration statement generally is not available for the sale of the Commitment Shares and the Purchase Shares for ten (10) consecutive trading days or for a total of thirty (30) trading days out of the preceding 365 days; (iv) any breach of the representations and warranties or covenants contained in any related agreements with Aspire Capital which has or which could have a material adverse effect on the Company subject to reasonable cure; or (v) the Company’s insolvency or the Company’s participation or threatened participation in insolvency or bankruptcy proceedings by or against the Company.

At any time an Event of Default exists, Aspire Capital shall have the right to terminate the Purchase Agreement.

Polymedix Transaction

On September 10, 2013 we issued 1,400,000shares of Class A Common Stock to Jeoffrey L. Burtch, an individual, as Chapter 7 Trustee (the Trustee) for the estates of PolyMedix, Inc., a Delaware corporation and its wholly-owned subsidiary PolyMedix Pharmaceuticals, Inc., a Delaware corporation (Polymedix), for the purchase of substantially all of the assets of Polymedix (the Polymedix Assets)technology licensed from the U.S. Bankruptcy Court pursuant to the asset purchase agreement we executed with Polymedix on September 4, 2013 (the Polymedix Agreement).  The bankruptcy cases were pending before the Bankruptcy Court for the DistrictUniversity of Delaware and were being jointly administered under Case No. 13-10690 (BLS).

Pennsylvania. The aggregate purchase price for the sale and transfer of the Polymedix Assets was $2,100,000$2.1 million in cash, plus 1,400,0001.4 million shares of ourthe Company’s Class A Common Stock. We are required to file a registration statement with the SEC to register such 1,400,000 shares of our Class A Common Stock held by the Trustee within sixty (60) days of September 4, 2013.common stock. The total aggregate purchase price was approximately $4.8 million. At any time between one day after such closing and three hundred and sixty-five (365) days after such closing, Polymedix,through September 4, 2014, the Court Trustee, or any holder of such 1,400,000these shares of Class A Common Stock may make writtencould have made demand upon us for us to repurchase suchthe shares of Class A Common Stock at $1.00 per share. No demands were made for repurchases and the agreement has expired.

Included in the purchase are rights to intellectual property, compounds, clinical studies and equipment, the most significant value being the clinical studies and intellectual property. The asset purchase agreement for the Polymedix Assets was filed with the Company’s Form 8-K filed with the SEC on September 4, 2013.

The prospectus supplement also may add, update or change information contained in this prospectus or in documents we have incorporated by reference into this prospectus. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.

Where You Can Find More Information

We are subject to the information requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, we file annual, quarterly and current reports, and proxy statements as may be required and other information with the SEC and filed a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”) relating to the securities offered by this prospectus. This base prospectus, which forms part of the registration statement in Form S-3, does not contain all of the information included in the registration statement. For further information, you should refer to the registration statement and its exhibits.

You may read and copy the registration statement and any document we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. You can also review our filings by accessing the website maintained by the SEC at http://www.sec.gov. The site contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

About Us

Our principal executive offices are located at 100 Cummings Center, Suite 151-B, Beverly, MA, 01915. Our telephone number is (978) 633-3623. Our website can be accessed at www.cellceutix.com. Our website is not incorporated by reference into this prospectus or the registration statement of which this prospectus is made a part.

RISK FACTORS

InvestingAn investment in our Class A Common Stock involves a high degree of risk. Prospective investors should carefully considersecurities which may be offered hereby is subject to numerous risks, including the risks described below, together with all of the other information included or referred to in our Annual Report on Form 10-K for the fiscal year ended June 30, 2013, before purchasing shares of our Class A Common Stock. There are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. The risks described below are not the only ones we will face. If any of these risks actually occur, our business, financial condition or results of operation may be materially adversely affected. In such case, the trading price of our Class A Common Stock could decline and investors in our Class A Common Stock could lose all or part of their investment.    

Risks Specific to Us

We need to raise substantial additional capital in the future to fund our operations and we may be unable to raise such funds when needed and on acceptable terms, which could prevent us from fully implementing our business, operating and development plans.

We currently have an approximate $6 million cash balance in the bank but that is insufficient to complete the development and commercialization of any of our proposed products. We expect to incur costs of approximately $13,600,000 in the upcoming twelve (12) months to operate our business in accordance with our business plans and budgets as is more detailed below:

On October 25, 2013 we entered into a Purchase Agreement with Aspire Capital which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $20 million of our shares of Class A Common Stock over the approximately 36-month term of the Purchase Agreement. The extent to which we utilize the Purchase Agreement as a source of funding will depend on a number of factors, including the prevailing market price of our Class A Common Stock, the volume of trading in our Class A Common Stock and the extent to which we are able to secure funds from other sources. The number of shares that we may sell to Aspire Capital under the Purchase Agreement on any given day and during the term of the Purchase Agreement is limited. See the Section entitled “Selling Stockholders - The Aspire Transaction” of this prospectus for additional information. Additionally, we and Aspire Capital may not affect any sales of shares of our Class A Common Stock under the Purchase Agreement during the continuance of an event of default or on any trading day that the closing price of our stock falls below $0.25 per share. Even if we are able to access the full $20,000,000 under the Purchase Agreement, we will still need additional capital to fully implement our business, operating and development plans.

Previously on December 6, 2012, we entered into a Common Stock Purchase Agreement with Aspire Capital pursuant to which Aspire Capital committed to purchase up to an aggregate of $10 million of our shares of Class A Common Stock over three years.  On October 23, 2013, Aspire Capital completed its purchase of the full $10 million available under that agreement.  However,there is no guarantee that we will be able to access the full $20 million available under the new Purchase Agreement in the same manner given the limitations and conditions described above.

If we raise additional funds by issuing equity securities, our stockholders will experience dilution. Debt financing, if available, would result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. Any debt financing or additional equity that we raise may contain terms, such as liquidation and other preferences, which are not favorable to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish valuable rights to our technologies, future revenue streams or product candidates or to grant licenses on terms that may not be favorable to us. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, our business, operating results, financial condition and prospects could be materially and adversely affected and we may be unable to continue our operations.

We may be unable to secure this amount of financing on terms and conditions acceptable to the Company. In the event that we cannot obtain acceptable financing, we would be unable to complete preclinical development projects, a regulatory filing for Prurisol, and our Phase 1 trial for our anti-cancer drug Kevetrin. This will delay:  

• research and development programs; 

• preclinical studies and clinical trials; material characterization studies, regulatory processes;  

• establishment of our own laboratory or a search for third party marketing partners to market our products for us. 

The amount of capital we may require will depend on many factors, including the:  

• progress, timing and scope of our research and development programs; 

• progress, timing and scope of our preclinical studies and clinical trials; 

• time and cost necessary to obtain regulatory approvals; 

• time and cost necessary to establish our own marketing capabilities or to seek marketing partners;  

• time and cost necessary to respond to technological and market developments; 

• changes made or new developments in our existing collaborative, licensing and 

• other commercial relationships; and 

• new collaborative, licensing and other commercial relationships that we may establish. 

Our fixed expenses, such as rent and other contractual commitments, may increase in the future, as we may:  

• enter into leases for new facilities and capital equipment; 

• enter into additional licenses and collaborative agreements; and 

• incur additional expenses associated with being a public company. 

We have identified material weaknesses in our internal control over financial reporting. If we fail to remediate these material weaknesses and maintain proper and effective internal controls, our ability to produce accurate and timely financial statements could be impaired, which could adversely affect our operating results, our ability to operate our business and investors’ and customers’ views of us.

As previously disclosedcaption “Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2013, filed2014, which is incorporated by reference herein. You should carefully consider these risks, along with the SEC on September 30, 2013,information provided elsewhere in this prospectus and the documents we identified a material weaknessincorporate by reference in this prospectus before investing in our internal control over financial reporting. In connection with our fiscal 2013 audit, we concluded that we did not have sufficient personnel in place for an adequate amount of time or effective operating internal control procedures to ensure timely and accurate reviews necessary to provide reasonable assurance that financial statements and related disclosures could be prepared in accordance with generally accepted accounting principles. Although we have added personnel to help with internal controls and procedures, we concluded that we had not yet fully remediated the weakness previously identified. For a discussion of the material weakness and our remediation efforts during 2013 as well as ongoing remediation efforts, see Item 9A, Controls and Procedures, of the Annual Report on Form 10-K. We cannot assure you that our efforts to fully remediate these internal control weaknesses will be successful or that similar material weaknesses will not recur.

The report of our independent registered public accounting firm includes a going concern opinion, and we may not be profitable in the future, if ever. 

As of October 25, 2013, we had approximately $6 million of cash available to support operations or our business plan.  Our operating cash needs, cash consumption, and doubt as to whether we will ever become profitable, are factors which raise substantial doubt as to our ability to continue as a going concern. Consequently, our independent registered public accounting firm has included a going concern paragraph in its audit report which is included in our Annual Report on Form 10-K for our fiscal year ended June 30, 2013. It is uncertain at this time how the going concern language by our independent registered public accounting firm will affect our ability to raise capital. If we are unable to achieve revenues or obtain financing on terms and conditions acceptable to the Company, then we may not be able to commence revenue-generating operations or continue as an on-going concern. 

The sale of our Class A Common Stock to Aspire Capital may cause substantial dilution to our existing stockholders and the sale of the shares of Class A Common Stock acquired by Aspire Capital could cause the price of our Class A Common Stock to decline, which could have a materially adverse effect on our business.

We are registering for sale the Commitment Shares that we have issued to Aspire Capital, and an additional 13,789,477 shares of Class A Common stock that we may sell to Aspire Capital under the Purchase Agreement. It is anticipated that shares registered in this offering will be sold over a period of up to approximately 36 months from the date of this prospectus. The number of shares ultimately offered for sale by Aspire Capital under this prospectus is dependent upon the number of shares we elect to sell to Aspire Capital under the Purchase Agreement. Depending upon market liquidity at the time, sales of shares of our Class A Common Stock under the Purchase Agreement may cause the trading price of our Class A Common Stock to decline.

Aspire Capital may ultimately purchase all, some or none of the $20.0 million of Class A Common Stock that, together with the Commitment Shares, is the subject of this prospectus. Aspire Capital may sell all, some or none of our shares that it holds or comes to hold under the Purchase Agreement. Sales by Aspire Capital of shares acquired pursuant to the Purchase Agreement under the registration statement, of which this prospectus is a part, may result in dilution to the interests of other holders of our Class A Common Stock. The sale of a substantial number of shares of our Class A Common Stock by Aspire Capital in this offering, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales. However, we have the right to control the timing and amount of sales of our shares to Aspire Capital, and the Purchase Agreement may be terminated by us at any time at our discretion without any penalty or cost to us.

The value of our Class A Common Stock is partially related to the value of the Polymedix Assets and if the value of such assets declines, the value of your investment may also decline.

The value of our Class A Common Stock may relate directly and/or indirectly to the value of the Polymedix Assets that we acquired on September 4, 2013 through the U.S. Bankruptcy Court. We cannot be certain of the value of these assets acquired. This acquisition may have a material adverse effect on the value of any investment in our Class A Common Stock. If the value of such assets declines, yousecurities. You could lose all or a substantial portionpart of your investment in our Class A Common Stock.the securities.

AllDOCUMENTS INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus certain information that we file with the SEC, which means that we can disclose important information to you by referring you to other documents separately filed by us with the SEC that contain such information. The information we incorporate by reference is considered to be part of our Polymedix drug product candidates are licensed from or based upon licenses fromthis prospectus and information we later file with the University of Pennsylvania.  Upon our purchaseSEC will automatically update and supersede the information in this prospectus. The following documents filed by us with the SEC pursuant to Section 13(a) of the Polymedix Assets we assumed all contractual rightsExchange Act and obligations of the licenses. If any of these license agreements are terminated, our ability to advance our Polymedix product candidates or develop new product candidates will be materially adversely affected which could have a materially adverse effect on our business.

We now depend, and will continue to depend, on our Polymedix licenses and potentially on other licensing arrangements and/or strategic relationships with third parties for the research, development, manufacturing and commercialization of our Polymedix product candidates.  If any of our licensesfuture filings under Sections 13(a), 13(c), 14 or relationships15 (d) of the Exchange Act, except for information furnished under Item 2.02 or 7.01 of Current Report on Form 8-K, or exhibits related thereto, made before the termination of the offering are terminated or breached, we may:incorporated by reference herein:

September 15, 2014;

If we experience any of the foregoing, it could have a materially adverse effect on our business and could force us to cease operations which could cause you to lose all of your investment.

We are a development stage company and have no products approved for commercial sale, have never generated any revenues, and may never achieve revenues or profitability.

We are a development stage biopharmaceutical company. Currently, we have no products approved for commercial sale and, to date, we have not generated any revenues. Our ability to generate revenue depends heavily on:   

If we do not successfully develop and commercialize at least one of our compounds, we will not achieve revenues or profitability in the foreseeable future, if at all. If we are unable to generate revenues or achieve profitability, we may be unable to continue our operations. 

We are a development stage company with a limited operating history, making it difficult for you to evaluate our business and your investment, and we may never generate any revenue which could cause us to cease operations.

We are in the development stage and our operations and the development of our proposed products are subject to all of the risks inherent in the establishment of a new business enterprise, including but not limited to: 

Because weIn addition, all documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act before the date our offering is terminated or complete are subjectdeemed to these risks, you may havebe incorporated by reference into, and to be a difficult time evaluating our business and your investment in our Company. Our ability to become profitable depends primarily on the following factors:    

Even if we successfully develop and market our drug candidates, we may not generate sufficient or sustainable revenue to achieve or sustain profitability, which could cause us to cease operations.part of, this prospectus.

We have limited experience in drug development and may not be able to successfully develop any drugs. 

We have limited experience in drug development and may not be able to successfully develop any drugs. Our ability to achieve revenues and profitability in our business will depend, among other things, on our ability to:  

If we are unable to achieve revenues and profitability, then we will be forced to cease operations which could cause you to lose all of your investment.

Development of pharmaceutical products is a time-consuming process, subject to a number of factors, many of which are outside of our control. Consequently, we can provide no assurance of the successful and timely development of new drugs, and the failure to do so could cause us to cease operations.

Our drug candidates are in early developmental and clinical stages. Further development and extensive testing will be required to determine their technical feasibility and commercial viability. Our success will depend on our ability to achieve scientific and technological advances and to translate such advances into reliable, commercially competitive drugs on a timely basis. Drugs that we may develop are not likely to be commercially available for several years, if ever. The proposed development schedules for our drug candidates may be affected by a variety of factors, including technological difficulties, proprietary technology of others, and changes in government regulation, many of which will not be within our control. Any delay in the development, introduction or marketing of our drug candidates could result either in such drugs being marketed at a time when their cost and performance characteristics would not be competitive in the marketplace or in the shortening of their commercial lives. In light of the long-term nature of our projects, the unproven technology involved and the other factors described elsewhere in “Risk Factors”, we may not be able to complete successfully the development or marketing of any of our drug candidates. 

We may fail to successfully develop and commercialize our drug candidates because they:   

Drug development failure can occur at any stage of clinical trials and as a result of many factors and there can be no assurance that we will reach our anticipated clinical targets. Even if we complete our clinical trials, we do not know what the long-term effects of exposure to our drug candidates will be. Furthermore, our drug candidates may be used in combination with other treatments and there can be no assurance that such use will not lead to unique safety issues. Failure to complete clinical trials or to prove that our drug candidates are safe and effective would have a material adverse effect on our ability to generate revenue and could require us to reduce the scope of or discontinue our operations, which could cause you to lose all of your investment.

We must comply with significant and complex government regulations, compliance with which may delay or prevent the commercialization of our drug candidates which could have a materially adverse effect on our business.

The R&D, manufacture and marketing of drug candidates are subject to regulation, primarily by the FDA in the United States, and by comparable authorities in other countries. These national agencies and other federal, state, local and foreign entities regulate, among other things, R&D activities (including testing in animals and in humans) and the testing, manufacturing, handling, labeling, storage, record keeping, approval, advertising and promotion of the products that we are developing. Noncompliance with applicable requirements can result in various adverse consequences, including approval delays or refusals to approve drug licenses or other applications, suspension or termination of clinical investigations, revocation of approvals previously granted, fines, criminal prosecution, recalls or seizures of products, injunctions against shipping drugs and total or partial suspension of production and/or refusal to allow a company to enter into governmental supply contracts. 

The process of obtaining FDA approval for a drug has historically been costly and time consuming. Current FDA requirements for a new human drug or biological product to be marketed in the United States include: (i) the successful conclusion of pre-clinical laboratory and animal tests, if appropriate, to gain preliminary information on the product's safety; (ii) filing with the FDA of an IND application to conduct human clinical trials for drugs or biologics; (iii) the successful completion of adequate and well-controlled human clinical investigations to establish the safety and efficacy of the product for its recommended use; and (iv) filing by a company and acceptance and approval by the FDA of a New Drug Application (“NDA”), for a drug product or a biological license application (“BLA”), for a biological product to allow commercial distribution of the drug or biologic. A delay in one or more of the procedural steps outlined above could be harmful to the Company in terms of getting our drug candidates through clinical testing and to market. 

The FDA reviews the results of the clinical trials and may order the temporary or permanent discontinuation of clinical trials at any time if it believes the drug candidate exposes clinical subjects to an unacceptable health risk. Investigational drugs used in clinical studies must be produced in compliance with current good manufacturing practice (“cGMP”) rules pursuant to FDA regulations. 

Sales outside the United States of products that we develop will also be subject to additional regulatory requirements governing human clinical trials and marketing for drugs and biological products and devices. The requirements vary widely from country to country, but typically the registration and approval process takes several years and requires significant resources.   

We also are subject to the following risks and obligations, related to the approval of our products:   

If we do not have the requisite resources to comply with all applicable regulations, then we could be forced to cease operations which could cause you to lose all of your investment.

Even if we were to successfully develop approvable drugs, we will not be able to sell these drugs if we or our third party manufacturers fail to comply with manufacturing regulations. 

If we were to successfully develop approvable drugs, before we can begin selling these drugs, we must obtain regulatory approval of our cGMP manufacturing facility and process or the cGMP manufacturing facility and process of the third party or parties with whom we may outsource our manufacturing activities. The cGMP regulations govern quality control and documentation policies and procedures. Our manufacturing facilities, if any in the future, and the manufacturing facilities of our third party manufacturers will be continually subject to inspection by the FDA and other state, local and foreign regulatory authorities, before and after product approval. We cannot guarantee that we, or any potential third party manufacturer of our products, will be able to comply with the cGMP regulations or other applicable manufacturing regulations, and any failure to comply could have a materially adverse effect on our business.

We can provide no assurance that our drug candidates will obtain regulatory approval or that the results of clinical studies will be favorable, and if we fail to obtain such approval or if clinical studies are not favorable, we could be forced to cease operations.

Presently, we are in a Phase 1 clinical trial for Kevetrin, our anti-cancer drug. The work-plan we have developed for the next twelve (12) months should enable us to advance Kevetrin’s Phase 1 trial and commence Phase 2 clinical trials for Prurisol’s (anti-psoriasis), Brilacidin (ABSSSI), and Brilacidin (oral mucositis).

The testing, marketing and manufacturing of any product for use in the United States will require approval from the FDA. We cannot predict with any certainty the amount of time necessary to obtain such FDA approval and whether any such approval will ultimately be granted. Preclinical and clinical trials may reveal that one or more products are ineffective or unsafe, in which event further development of such products could be seriously delayed or terminated. Moreover, obtaining approval for certain products may require testing on human subjects of substances whose effects on humans are not fully understood or documented. Delays in obtaining FDA or any other necessary regulatory approvals of any proposed drugs, and failure to receive such approvals, would have an adverse effect on the drug's potential commercial success and on our business, prospects, financial condition and results of operations. In addition, it is possible that a proposed drug may be found to be ineffective or unsafe due to conditions or facts that arise after development has been completed and regulatory approvals have been obtained. In this event, we may be required to withdraw such proposed drug from the market. To the extent that our success will depend on any regulatory approvals from government authorities outside of the United States that perform roles similar to that of the FDA, uncertainties similar to those stated above will also exist.

Even if our product candidate Prurisol receives regulatory approval, commercialization may be adversely affected by regulatory actions requiring a boxed warning, which could have a materially adverse effect on our business.

Even if we receive regulatory approval for our psoriasis product candidate Prurisol, we expect an approval to include a boxed warning regarding possible severe health risks and side effects.  Products with boxed warnings are subject to more restrictive regulations than products without such warnings. Boxed restrictions would make it more difficult to market Prurisol, and the added regulation could require us to expend resources that we may not have which could delay or prevent commercialization of that product which could have a materially adverse effect on our business.

Even if we obtain regulatory approvals, our marketed drug candidates will be subject to ongoing regulatory review. If we fail to comply with continuing U.S. and foreign regulations, we could lose our approvals to market these drugs and our business would be seriously harmed.   

Following any initial regulatory approval of any drugs we may develop, we will also be subject to continuing regulatory review, including the review of adverse experiences and clinical results that are reported after our drug candidates are made commercially available. This would include results from any post-marketing tests or vigilance required as a condition of approval. The manufacturer and manufacturing facilities we contract with to make any of our drug candidates will also be subject to periodic review and inspection by the FDA. The discovery of any previously unknown problems with the drug, manufacturer or facility may result in restrictions on the drug or manufacturer or facility, including withdrawal of the drug from the market. We do not have, and currently do not intend to develop, the ability to manufacture material for our clinical trials or on a commercial scale. Reliance on third-party manufacturers entails risks to which we would not be subject if we manufactured drugs ourselves, including reliance on the third-party manufacturer for regulatory compliance. Our drug promotion and advertising is also subject to regulatory requirements and continuing FDA review. If we are required to withdraw all or more of our drugs from the market as a result of actions or inactions on the part of the Company or a third party, we may be unable to continue revenue generating operations which could cause you to lose all of your investment.

We have no experience in conducting or supervising clinical trials and must outsource all clinical trials, which expose us to risks which could have a materially adverse effect on our business.

We have no experience in conducting or supervising clinical trials that must be performed to obtain data to submit in concert with applications for approval by the FDA. The regulatory process to obtain approval for drugs for commercial sale involves numerous steps. Drugs are subjected to clinical trials that allow development of case studies to examine safety, efficacy, and other issues to ensure that sale of drugs meets the requirements set forth by various governmental agencies, including the FDA. In the event that our protocols do not meet standards set forth by the FDA, or that our data is not sufficient to allow such trials to validate our drugs in the face of such examination, we might not be able to meet the requirements that allow our drugs to be approved for sale, which could have a materially adverse effect on our business.

Because we have no experience in conducting or supervising clinical trials, we must outsource our clinical trials to third parties. We have no control over their compliance with procedures and protocols used to complete clinical trials in accordance with standards required by the agencies that approve drugs for sale. If these subcontractors fail to meet these standards, the validation of our drugs would be adversely affected, causing a delay in our ability to engage in revenue-generating operations which could have a materially adverse effect on our business.

We are subject to risks inherent in conducting clinical trials. The risk of non compliance with FDA-approved good clinical practices by clinical investigators, clinical sites, or data management services could delay or prevent us from developing or ever commercializing our drug candidates, which could cause us to cease operations.

Agreements with clinical investigators and medical institutions for clinical testing and with other third parties for data management services place substantial responsibilities on these parties, which could result in delays in, or termination of, our clinical trials if these parties fail to perform as expected. For example, if any of our clinical trial sites fail to comply with FDA-approved good clinical practices, we may be unable to use the data gathered at those sites. If these clinical investigators, medical institutions or other third parties do not carry out their contractual duties or obligations or fail to meet expected deadlines, or if the quality or accuracy of the clinical data they obtain is compromised due to their failure to adhere to our clinical protocols or for other reasons, our clinical trials may be extended, delayed or terminated, and we may be unable to obtain regulatory approval for or successfully commercialize our drug candidates. 

We or regulators may suspend or terminate our clinical trials for a number of reasons. We may voluntarily suspend or terminate our clinical trials if at any time we believe that they present an unacceptable risk to the patients enrolled in our clinical trials. In addition, regulatory agencies may order the temporary or permanent discontinuation of our clinical trials at any time if they believe that the clinical trials are not being conducted in accordance with applicable regulatory requirements or that they present an unacceptable safety risk to the patients enrolled in our clinical trials.  In addition, clinical trials may have independent monitoring boards composed of experts in the field.  These boards may also have the authority to suspend or terminate clinical trials. 

Our clinical trial operations will be subject to regulatory inspections at any time. If regulatory inspectors conclude that we or our clinical trial sites are not in compliance with applicable regulatory requirements for conducting clinical trials, we may receive reports of observations or warning letters detailing deficiencies, and we will be required to implement corrective actions. If regulatory agencies deem our responses to be inadequate, or are dissatisfied with the corrective actions that we or our clinical trial sites have implemented, our clinical trials may be temporarily or permanently discontinued, we may be fined, we or our investigators may be precluded from conducting any ongoing or any future clinical trials, the government may refuse to approve our marketing applications or allow us to manufacture or market our drug candidates or we may be criminally prosecuted. If we are unable to complete clinical trials and have our products approved due to our failure to comply with regulatory requirements, we will be unable to commence revenue generating operations which could force us to cease operations.

The Company is exposed to product liability, clinical and preclinical liability risks which could place a substantial financial burden upon the Company should it be sued. 

The Company could be exposed to potential product liability and other liability risks that are inherent in the testing, manufacturing and marketing of pharmaceutical products. In addition, the use in the Company's clinical trials of pharmaceutical products that it may develop and the subsequent sale of these products by the Company or its potential collaborators may cause the Company to bear a portion of or all product liability risks. A successful liability claim or series of claims brought against the Company could have a material adverse effect on its business, financial condition and results of operations.   

The Company has $5,000,000 in liability insurance for the Kevetrin clinical trials. The Company cannot assure that such insurance will provide adequate coverage against the Company's potential liabilities.  Claims or losses in excessto each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any product liability insurance coverage that may be obtained by the Company could have a material adverse effect on our business, financial condition and results of operations.  

Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information. Disclosure of our trade secrets or proprietary information could compromise any competitive advantage that we have, which could have a materially adverse effect on our business.

We depend upon confidentiality agreements with our officers, employees, consultants, and subcontractors to maintain the proprietary nature of the technology. These measures may not afford us sufficient or complete protection, and may not afford an adequate remedy in the event of an unauthorized disclosure of confidential information. In addition, others may independently develop technology similar to ours, otherwise avoiding the confidentiality agreements, or produce patents that would materially and adversely affect our business, prospects, financial condition, and results of operations.   

We may be unable to obtain or protect intellectual property rights relating to our products, and we may be liable for infringing upon the intellectual property rights of others, which could have a materially adverse effect on our business.

Our ability to compete effectively will depend on our ability to maintain the proprietary nature of our compounds and the proprietary compounds of others with which we have entered into licensing agreements. We have filed two patent applications and expect to file a number of additional patent applications in the coming years.  There can be no assurance that any of these patent applications will ultimately result in the issuance of a patent with respect to the proprietary compounds owned by us or licensed to us. The patent position of pharmaceutical or biotechnology companies, including ours, is generally uncertain and involves complex legal and factual considerations. The standards that the United States Patent and Trademark Office use to grant patents are not always applied predictably or uniformly and can change. There is also no uniform, worldwide policy regarding the subject matter and scope of claims granted or allowable in pharmaceutical or biotechnology patents. Accordingly, we do not know the degree of future protection for our proprietary rights or the breadth of claims that will be allowed in any patents issued to us or to others. Further, we rely on a combination of trade secrets, know-how, technology and nondisclosure, and other contractual agreements and technical measures to protect our rights in the proprietary compounds. If any trade secret, know-how or other proprietary information and/or compounds not protected by a patent were to be disclosed to or independently developed by a competitor, our business and financial condition could be materially adversely affected.   

We do not believe that any of the drug candidates we are currently developing infringe upon the rights of any third parties nor are they infringed upon by third parties; however, there can be no assurance that our proprietary compounds will not be found in the future to infringe upon the rights of others or be infringed upon by others. In such a case, others may assert infringement claims against us, and should we be found to infringe upon their patents, or otherwise impermissibly utilize their intellectual property, we might be forced to pay damages, potentially including treble damages, if we are found to have willfully infringed on such parties' patent rights. In addition to any damages we might have to pay, we may be required to obtain licenses from the holders of this intellectual property, enter into royalty agreements, or redesign our drug candidates so as not to utilize this intellectual property, each of which may prove to be uneconomical or otherwise impossible. Conversely, we may not always be able to successfully pursue our claims against others that infringe upon our proprietary compounds.    Thus, the proprietary nature of our technology or technology licensed by us may not provide adequate protection against competitors. 

Moreover, the cost to us of any litigation or other proceeding relating to our patents and other intellectual property rights, even if resolved in our favor, could be substantial, and the litigation would divert our management's efforts. Uncertainties resulting from the initiation and continuation of any litigation could limit our ability to continue our operations.

Our potential collaborative relationships with third parties could cause us to expend significant resources and incur substantial business risk with no assurance of financial return, which could have a materially adverse effect on our business. 

We may have to rely substantially upon strategic collaborations for marketing and the commercialization of our drug candidates, and we may rely even more on strategic collaborations for R&D of our other drug candidates. Our business will depend on our ability to sell drugs to both government agencies and to the general pharmaceutical market. We may have to sell our drugs through strategic partnerships with pharmaceutical companies. If we are unable to establish or manage such strategic collaborations on terms favorable to us in the future, our revenue and drug development may be limited. To date, we have not entered into any strategic collaboration with third parties capable of providing these services. In addition, we have not yet marketed or sold any of our drug candidates or entered into successful collaborations for these services in order to ultimately commercialize our drug candidates. 

If we determine to enter into R&D collaborations during the early phases of drug development, our success will in part depend on the performance of our research collaborators. We will not directly control the amount or timing of resources devoted by our research collaborators to activities related to our drug candidates. Our research collaborators may not commit sufficient resources to our programs. If any research collaborator fails to commit sufficient resources, our preclinical or clinical development programs related to this collaboration could be delayed or terminated. Also, our collaborators may pursue existing or other development-stage products or alternative technologies in preference to those being developed in collaboration with us. Finally, if we fail to make required milestone or royalty payments to our collaborators, or to observe other obligations in our agreements with them, our collaborators may have the right to terminate those agreements. 

Management of our relationships with our collaborators will require:  

Establishing strategic collaborations is difficult and time-consuming. Our discussion with potential collaborators may not lead to the establishment of collaborations on favorable terms, if at all. Potential collaborators may reject collaborations based upon their assessment of our financial, regulatory or intellectual property position. Even if we successfully establish new collaborations, these relationships may never result in the successful development or commercialization of our drug candidates or the generation of sales revenue. To the extent that we enter into collaborative arrangements, our drug revenues are likely to be lower than if we directly marketed and sold any drugs that we may develop. 

We may not be able to attract and retain highly skilled personnel or consultants, which could have a materially adverse effect on our business. 

Our ability to attract and retain highly skilled personnel or consultants is critical to our operations and expansion. We face competition for these types of personnel from other pharmaceutical companies and more established organizations, many of which have significantly larger operations and greater financial, technical, human and other resources than us. We may not be successful in attracting and retaining qualified personnel or consultants on a timely basis, on competitive terms, or at all. If we are not successful in attracting and retaining these personnel or consultants, our business, prospects, financial condition and results of operations will be materially adversely affected.  

We depend upon our senior management and their loss or unavailability could put us at a competitive disadvantage. 

We currently depend upon the efforts and abilities of our management team. On December 29, 2010, the Company entered into employment agreements with its two executive officers, Leo Ehrlich, the Company’s Chief Executive and Financial Officer, and Krishna Menon, Chief Scientific Officer. Both agreements provide for a three year term with each executive receiving an annual base salary for $350,000 per year commencing January 1, 2011, with an annual increase of 10% for each year commencing January 2012. In addition, the Company’s Board awarded stock options exercisable at $0.11 per share pursuant to the Company’s 2010 Equity Incentive Plan to each executive officer as follows:   Option Group A, a total of 18 million options with 6 million options vesting on December 29, 2010, 6 million options vesting on June 30, 2011 and 6 million options vesting on January 3, 2012.    The Board, at its discretion, may increase the base salary based upon relevant circumstances. The loss or unavailability of the services of any of these individuals for any significant period of time could have a material adverse effect on our business, prospects, financial condition and results of operations as we believe such persons are critical to the success of the Company. We also have not obtained, do not own, nor are we the beneficiary of key-person life insurance.   

There are conflicts of interest among our officers, directors and stockholders. 

Certain of our executive officers and directors and their affiliates are engaged in other activities and have interests in other entities on their own behalf or on behalf of other persons. Neither we nor any of our stockholders will have any rights in these ventures or their income or profits. In particular:  

In either of these cases:   

While the Company is not aware of any conflict that has arisen to date, the Company does not have any policy in place to deal with such should such a conflict arise, which

The biotechnology and biopharmaceutical industries are characterized by rapid technological developments and a high degree of competition. We may be unable to compete with enterprises equipped with more substantial resources than us, which could cause us to cease operations.

The biotechnology and biopharmaceutical industries are characterized by rapid technological developments and a high degree of competition based primarily on scientific and technological factors. These factors include the availability of patent and other protection for technology and products, the ability to commercialize technological developments and the ability to obtain government approval for testing, manufacturing and marketing.   

We compete with biopharmaceutical firms in the United States, Europe and elsewhere, as well as a growing number of large pharmaceutical companies that are applying biotechnology to their operations. Many biopharmaceutical companies have focused their development efforts in the human therapeutics area, including cancer. Many major pharmaceutical companies have developed or acquired internal biotechnology capabilities or made commercial arrangements with other biopharmaceutical companies. These companies, as well as academic institutions, government agencies and private research organizations, also compete with us in recruiting and retaining highly qualified scientific personnel and consultants. Our ability to compete successfully with other companies in the pharmaceutical field will also depend to a considerable degree on the continuing availability of capital on terms and conditions acceptable to us. 

We are aware of numerous products under development or manufactured by competitors that are used for the prevention or treatment of certain diseases we have targeted for drug development. Various companies are developing biopharmaceutical products that potentially directly compete with our drug candidates even though their approach to such treatment is different.   

For example, with respect to Kevetrin, our lead compound for cancer, there are many drugs approved to treat various cancers and many more in the publicly disclosed pipeline.  Our success depends on our ability to identify tumor types where Kevetrin has an advantage over existing therapies and those in the publicly disclosed pipeline. 

Our competition will be determined in part by the potential indications for which drugs are developed and ultimately approved by regulatory authorities. Additionally, the timing of the market introduction of some of our potential drugs or of competitors' products may be an important competitive factor. Accordingly, the relative speed with which we can develop drugs, complete pre-clinical testing, clinical trials, approval processes and supply commercial quantities to market are important competitive factors. We expect that competition among drugs approved for sale will be based on various factors, including product efficacy, safety, reliability, availability, price and patent protection. 

The successful development of biopharmaceuticals is highly uncertain. A variety of factors including, pre-clinical study results or regulatory approvals, could cause us to abandon development of our drug candidates, which could also cause us to cease operations and you may lose your entire investment.

Successful development of biopharmaceuticals is highly uncertain and is dependent on numerous factors, many of which are beyond our control.

Products that appear promising in the early phases of development may fail to reach the market for several reasons including:  

Success in pre-clinical and early clinical studies does not ensure that large-scale clinical studies will be successful. Clinical results are frequently susceptible to varying interpretations that may delay, limit or prevent regulatory approvals. The length of time necessary to complete clinical studies and to submit an application for marketing approval for a final decision by a regulatory authority varies significantly from one product to the next, and may be difficult to predict or control.

Risks Related to the Securities Markets and Investments in Our Class A Common Stock  

Because our common stock is quoted on the OTC Bulletin Board your ability to sell your shares in the secondary trading market may be limited. 

Our Class A Common Stock is currently quoted on the OTC Bulletin Board. Consequently, the liquidity of our Class A Common Stock is impaired, not only in the number of shares that are bought and sold, but also through delays in the timing of transactions, and coverage by security analysts and the news media, if any, of our Company. As a result, prices for shares of our Class A Common Stock may be lower than might otherwise prevail if our Class A Common Stock was quoted and traded on NASDAQ or a national securities exchange. 

Because our Class A Common Stock is considered "penny stock" you may have difficulty selling them in the secondary trading market. 

Federal regulations under the Securities Exchange Act of 1934 (the “Exchange Act”) regulate the trading of so-called "penny stocks," which are generally defined as any security not listed on a national securities exchange or NASDAQ, priced at less than $5.00 per share and offered by an issuer with limited net tangible assets and revenues. Since our Class A Common Stock currently is quoted on the OTC Bulletin Board at less than $5.00 per share, our shares are "penny stocks" and may not be traded unless a disclosure schedule explaining the penny stock market and the risks associated therewith is delivered to a potential purchaser prior to any trade. 

In addition, because our Class A Common Stock is not listed on NASDAQ or any national securities exchange and currently is quoted at and trades at less than $5.00 per share, trading in our Class A Common Stock is subject to Rule 15g-9 under the Exchange Act. Under this rule, broker-dealers must take certain steps prior to selling a "penny stock," which steps include:   

If these penny stock rules are not followed by the broker-dealer, the investor has no obligation to purchase the shares. The application of these comprehensive rules will make it more difficult for broker-dealers to sell our Class A Common Stock and our stockholders, therefore, may have difficulty in selling their shares in the secondary trading market. 

Our stock price may be volatile and your investment in our Class A Common Stock could suffer a decline in value.   

As of October 24, 2013, the closing price of our Class A Common Stock, as quoted on the OTC Bulletin Board, was $1.80.  The price may fluctuate significantly in response to a number of factors, many of which are beyond our control. These factors include:    

Our directors and executive officers own or control a sufficient number of shares of our Class A Common Stock to control our Company, which could discourage or prevent a takeover, even if an acquisition would be beneficial to our stockholders.   

At October 25, 2013, our directors and executive officers own or control approximately 40% of our outstanding voting power of Class A Common Stock. Accordingly, these stockholders, individually and as a group, may be able to influence the outcome of stockholder votes, involving votes concerning the election of directors, the adoption or amendment of provisions in our Articles of Incorporation and bylaws and the approval of certain mergers or other similar transactions, such as sales of substantially all of our assets. Such control by existing stockholders could have the effect of delaying, deferring or preventing a change in control of our Company.

The dual class structure of our common stock can have the effect of concentrating voting control with Dr. Menon and/ or Mr. Ehrlich, which will limit or preclude your ability to influence corporate matters.

Our Class B common stock entitles holders to ten (10) votes per share on all matters submitted to a vote of our stockholders and our Class A Common Stock entitles holders to one (1) vote per share on all matters submitted to a vote of our stockholders. Dr. Menon and Mr. Ehrlich each have vested options that they can exercise and convert into 18,000,000 shares of Class B common stock.  That alone could result in the equivalent of 360,000,000 votes of Class A Common Stock.  As of October 25, 2013 we had 104,914,045 shares of Class A Common Stock issued and outstanding and no shares of Class B common stock outstanding.  Because of the ten-to-one voting ratio between our Class B common stock and Class A Common Stock, upon exercise and conversion of such options into shares of Class B common stock, the Class B common stock holders can collectively control a majority of the combined voting power of our common stock (i.e., approximately 77.4%) and therefore be able to control all matters submitted to our stockholders for approval. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future.

We do not intend to pay any cash dividends in the foreseeable future and, therefore, any return on your investment in our Class A Common Stock must come from increases in the fair market value and trading price of the Class A Common Stock. 

We have not paid any cash dividends on our Class A Common Stock and do not intend to pay cash dividends on our Class A Common Stock in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business. Any credit agreements, which we may enter into with institutional lenders, may restrict our ability to pay dividends. Whether we pay cash dividends in the future will be at the discretion of our board of directors and will be dependent upon our financial condition, results of operations, capital requirements and any other factors that the board of directors decides is relevant. Therefore, any return on your investment in our Class A Common Stock must come from increases in the fair market value and trading price of the Class A Common Stock. 

We may issue additional equity shares to fund the Company's operational requirements which would dilute your share ownership. 

The Company's continued viability depends on its ability to raise capital. Changes in economic, regulatory or competitive conditions may lead to cost increases. Management may also determine that it is in the best interest of the Company to develop new services or products. In any such case additional financing is required for the Company to meet its operational requirements. There can be no assurances that the Company will be able to obtain such financing on terms acceptable to the Company and at times required by the Company, if at all. In such event, the Company may be required to materially alter its business plan or curtail all or a part of its operational plans.

Large amounts of our Class A Common Stock will be eligible for resale under Rule 144.   

As of October 25, 2013, 48,927,515 of the 104,914,045 issued and outstanding shares of our Class A Common Stock are restricted securities as defined under Rule 144 of the Securities Act and under certain circumstances may be resold without registration pursuant to Rule 144.   

6,491,917 shares of our restricted shares of Class A Common Stock are held by non-affiliates who may avail themselves of the public information requirements and sell their shares in accordance with Rule 144. As a result, some or all of the reports or documents that have been incorporated by reference in the prospectus contained in the registration statement but not delivered with the prospectus, other than an exhibit to these shares mayfilings unless we have specifically incorporated that exhibit by reference into the filing, upon written or oral request and at no cost to the requester. Requests should be sold in accordance with Rule 144 potentially causingmade by writing or telephoning us at the price of the Company's shares to decline.   following address:

In general, under Rule 144, a person (or persons whose shares are aggregated) who has satisfied a six-month holding period may, under certain circumstances, sell within any three-month period a number of securities which does not exceed the greater of 1% of the then outstanding shares of Class A Common Stock or the average weekly trading volume of the class during the four calendar weeks prior to such sale. Rule 144 also permits, under certain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate, as such term is defined in Rule 144(a)(1), of the Company and who has satisfied a one-year holding period. Any substantial sale of the Company's Class A Common Stock pursuant to Rule 144 may have an adverse effect on the market price of the Class A Common Stock.Cellceutix Corporation

100 Cummings Center, Suite 151-B

Beverly, MA 01915

(978)-633-3623

Attention: Leo Ehrlich, Chief Executive Officer

USE OF PROCEEDS

ThisUnless otherwise specified in the applicable prospectus relates to shares of our Class A Common Stock that may be offered and sold from time to time by the Selling Stockholders. We will not receive any proceeds upon the sale of shares by the Selling Stockholders. However,supplement, we may receive up to $20,000,000 in proceeds from the sale of our Class A Common Stock to Aspire Capital under the Purchase Agreement. We currently expectintend to use the net proceeds from the sale of Class A Common Stock to Aspire Capitalthe securities described in this prospectus for general corporate and operations purposes and/or to fund our clinical trials for Kevetrin and Prurosol, Brilacidin™, Delparantag™, research and development activities, as well as for general working capital needs.strategic acquisitions. The applicable prospectus supplement will provide more details on the use of proceeds of any specific offering.

SELLING STOCKHOLDERSPLAN OF DISTRIBUTION

We are registering the shares of Class A Common Stock covered by this prospectus in order to permit the Selling Stockholders set forth below to offer the shares for sale from time to time.

The table below lists the Selling Stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Exchange Act and the rules and regulations there under) of the shares of Class A Common Stock held by each of the Selling Stockholders. The table below has been prepared based on information supplied to us by the Selling Stockholders. Except as indicated in the footnotes to the table below, the Selling Stockholders have not had any material relationship with us within the past three years, except for their ownership of our Class A Common Stock.

The first and second columns lists the maximum number of shares of Class A Common Stock being offered by the Selling Stockholders under this prospectus and does not take into account any limitations on or conditions to the issuance of the shares of Class A Common Stock being registered.

The third and fourth columns assume the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus.  The Selling Stockholders are not making any representation that any shares covered by this prospectus will be offered for sale. We believe that, based on information provided to us by each of the Selling Stockholders, the Selling Stockholders listed in the table have sole voting and investment powers with respect tomay sell the securities indicated.

Beneficial ownership is determined in accordance with Rule 13d-3 of the Exchange Act. In general, a person is deemed to be the beneficial owner of (i) any shares of our Class A Common Stock over which such person has sole or shared voting power or investment power, plus (ii) any shares which such person has the right to acquire beneficial ownership of within 60 days, whether through the exercise of options, warrants or otherwise. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, securities that such person has the right to acquire beneficial ownership of within 60 days, whether through the exercise of options, warrants or otherwise are deemed outstanding. Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Except as indicated in the other footnotes to this table, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name.

 * Less than one percent.

(1) Includes shares of Class A Common Stock being registered that are outstanding and the shares issuable to Aspire Capital under the Purchase Agreement. 

(2) Assumes that all securities registered will be sold.

(3) Includes the Commitment Shares and 1,645,856 shares held by Aspire Capital prior to entry into the Purchase Agreement. Aspire Capital Partners, LLC is the managing member of Aspire Capital Fund, LLC. SGM Holdings Corp. is the managing member of Aspire Capital Partners, LLC. Steven G. Martin is the president and sole shareholder of SGM Holdings Corp. Erik J. Brown is a principal of Aspire Capital Partners, LLC. Christos Komissopoulos is a principal of Aspire Capital Partners, LLC. Each may be deemed to have shared voting and investment power over shares owned by Aspire Capital Fund, LLC. Each of Aspire Capital Partners, LLC, SGM Holdings Corp., Mr. Martin, Mr. Brown and Mr. Komissopoulos disclaim beneficial ownership of the shares of common stock held by Aspire Capital Fund, LLC. Aspire Capital is not a licensed broker dealer or an affiliate of a licensed broker dealer.

(4) Includes 1,400,000 shares issued Jeoffrey L. Burtch, as Chapter 7 Trustee for the estates of PolyMedix, Inc. and PolyMedix Pharmaceuticals, Inc.

(5) Percentage ownership is based on 104,914,045 shares outstanding as of October 25, 2013.

The Aspire Capital Transaction

General

On October 25, 2013, we entered into the Purchase Agreement which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $20.0 million of our shares of Class A Common Stock over the term of the Purchase Agreement. In consideration for entering into the Purchase Agreement, concurrently with the execution of the Purchase Agreement, we issued to Aspire Capital the Commitment Shares. Concurrently with entering into the Purchase Agreement, we also entered into the Registration Rights Agreement, in which we agreed to file one or more registration statements (including the registration of which this prospectus is a part) as permissible and necessary to register under the Securities Act, the sale of the shares of our Class A Common Stock that have been and may be issued to Aspire Capital under the Purchase Agreement.

As of October 25, 2013, there were 104,914,045 shares of our Class A Common Stock outstanding, of which 62,480,447shares were held by non-affiliates , excluding the 13,789,477 shares offered that may be issued to Aspire Capital pursuant to the terms of the Purchase Agreement after the registration statement of which this prospectus is a part is declared effective. If all 14,000,000 shares of our Class A Common Stock offered by Aspire Capital hereby were issued and outstanding, such shares would represent approximately 11.8% of the total Class A Common Stock outstanding (or approximately 18.4% of the shares held by non-affiliates) as of the date hereof. The number of shares of our Class A Common Stock ultimately offered for sale by Aspire Capital is dependent upon the number of shares purchased by Aspire Capital under the Purchase Agreement.

Pursuant to the Purchase Agreement and the Registration Rights Agreement, we are registering 14,000,000 shares of our Class A Common Stock under the Securities Act, which includes the Commitment Shares that have already been issued to Aspire Capital and 13,789,477 shares of Class A Common Stock which we may issue to Aspire Capital after this registration statement is declared effective under the Securities Act. All 14,000,000 shares of Class A Common Stock are being offered pursuant to this prospectus. Under the Purchase Agreement, we have the right but not the obligation to issue more than the 14,000,000 shares of Class A Common Stock includeddescribed in this prospectus to Aspire Capital. If we elect to issue more than 14,000,000 shares offered under this prospectus, we must first register the sale by Aspire Capital of such additional shares under the Securities Act before we can sell such additional shares to Aspire Capital. As of the date hereof, we do not have any planson a continuous or intent to issue to Aspire Capital any shares of Class A Common Stock in addition to the 14,000,000 shares of Class A Common Stock offered hereby.

After the SEC has declared effective the registration statement of which this prospectus is a part, on any trading day on which the closing sale price of our Class A Common Stock is not less than $0.25 per share (the “Floor Price”), we have the right, in our sole discretion, to present Aspire Capital with a Purchase Notice, directing Aspire Capital (as principal) to purchase up to 200,000 shares of our Class A Common Stock (“Purchase Shares”) per business day, up to $20.0 million of our Class A Common Stock in the aggregate at a Purchase Price calculated by reference to the prevailing market price of our Class A Common Stock over the preceding 12-business day period (as more specifically described below); however, no sale pursuant to a Purchase Notice may exceed $500,000 per trading day.

In addition, on any date on which we submit a Purchase Notice to Aspire Capital for at least 100,000 Purchase Shares and the closing sale price of our Class A Common Stock is not less than $0.50 per share, we also have the right, in our sole discretion, to present Aspire Capital with a VWAP Purchase Notice directing Aspire Capital to purchase an amount of stock equal to up to 30% of the aggregate shares of the Company’s Class A Common Stock traded on The OTC Bulletin Board on the next trading day, subject to the VWAP Purchase Share Volume Maximum and the VWAP Minimum Price Threshold. The VWAP Purchase Price is calculated by reference to the prevailing market price of our Class A Common Stock (as more specifically described below).

The Purchase Agreement provides that the Company and Aspire Capital shall not effect any sales under the Purchase Agreement on any purchase date where the closing sale price of our Class A Common Stock is less than the Floor Price. There are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any sales of our Class A Common Stock to Aspire Capital. Aspire Capital has no right to require any sales by us, but is obligated to make purchases from us as we direct in accordance with the Purchase Agreement. There are no limitations on use of proceeds, financial or business covenants, restrictions on future fundings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement. The Purchase Agreement may be terminated by us at any time, at our discretion, without any penalty or cost to us.

Purchase Of Shares Under The Class A Common Stock Purchase Agreement

Under the Purchase Agreement, on any trading day selected by us on which the closing sale price of our Class A Common Stock exceeds $0.25 per share, we may direct Aspire Capital to purchase up to 200,000 shares of our Class A Common Stock per trading day. The Purchase Price of such shares is equal to the lesser of:

In addition, on any date on which we submit a Purchase Notice to Aspire Capital for purchase of at least 100,000 Purchase Shares and the closing sale price of our stock is equal to or greater than $0.50 per share, we also have the right to direct Aspire Capital to purchase an amount of stock equal to up to 30% of the aggregate shares of the our Class A Common Stock traded on the OTC Bulletin Board on the next trading day, subject to the VWAP Purchase Share Volume Maximum and the VWAP Minimum Price Threshold, which is equal to the greater of (a) 90% of the closing price of our Class A Common Stock on the business day immediately preceding the VWAP Purchase Date or (b) such higher price as set forth by the Company in the VWAP Purchase Notice. The VWAP Purchase Price of such shares is the lower of:

The purchase price will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction occurring during the trading day(s) used to compute the purchase price. We may deliver multiple Purchase Notices and VWAP Purchase Notices to Aspire Capital from time to time during the term of the Purchase Agreement, so long as the most recent purchase has been completed.

Minimum Share Price

Under the Purchase Agreement, we and Aspire Capital may not effect any sales of shares of our Class A Common Stock under the Purchase Agreement on any trading day that the closing sale price of our Class A Common Stock is less than $0.25 per share.

Events of Default

Generally, Aspire Capital may terminate the Purchase Agreement upon the occurrence of any of the following events of default:

Our Termination Rights

The Purchase Agreement may be terminated by us at any time, at our discretion, without any penalty or cost to us.

No Short-Selling or Hedging by Aspire Capital

Aspire Capital has agreed that neither it nor any of its agents, representatives and affiliates shall engage in any direct or indirect short-selling or hedging of our Class A Common Stock during any time prior to the termination of the Purchase Agreement.

Effect of Performance of the Purchase Agreement on Our Stockholders.

The Purchase Agreement does not limit the ability of Aspire Capital to sell any or all of the 14,000,000 shares registered in this offering. It is anticipated that shares registered in this offering will be sold over a period of up to approximately 36 months from the date of this prospectus. The sale by Aspire Capital of a significant amount of shares registered in this offering at any given time could cause the market price of our Class A Common Stock to decline and/or to be highly volatile. Aspire Capital may ultimately purchase all, some or none of the 13,789,477 shares of Class A Common Stock not yet issued but registered in this offering. After it has acquired such shares, it may sell all, some or none of such shares. Therefore, sales to Aspire Capital by us pursuant to the Purchase Agreement also may result in substantial dilution to the interests of other holders of our Class A Common Stock. However, we have the right to control the timing and amount of any sales of our shares to Aspire Capital and the Purchase Agreement may be terminated by us at any time at our discretion without any penalty or cost to us.

Percentage of Outstanding Shares After Giving Effect to the Purchased Shares Issued to Aspire Capital

In connection with entering into the Purchase Agreement, we authorized the sale to Aspire Capital of up to $20.0 million of our shares of Class A Common Stock. However, we estimate that we will sell no more than 14,000,000 shares to Aspire Capital under the Purchase Agreement (inclusive of the Commitment Shares), all of which are included in this offering. Subject to any required approval by our board of directors, we have the right but not the obligation to issue more than the 14,000,000 shares included in this prospectus to Aspire Capital under the Purchase Agreement. In the event we elect to issue more than 14,000,000 shares under the Purchase Agreement, we will be required to file a new registration statement and have it declared effective by the SEC. The number of shares ultimately offered for sale by Aspire Capital in this offering is dependent upon the number of shares purchased by Aspire Capital under the Purchase Agreement. The following table sets forth the number and percentage of outstanding shares to be held by Aspire Capital after giving effect to the sale of shares of Class A Common Stock issued to Aspire Capital at varying purchase prices:

The Polymedix Transaction

On September 10, 2013 we issued 1,400,000shares of Class A Common Stock to Jeoffrey L. Burtch, an individual, as Chapter 7 Trustee (the Trustee) for the estates of PolyMedix, Inc., a Delaware corporation and its wholly-owned subsidiary PolyMedix Pharmaceuticals, Inc., a Delaware corporation (Polymedix), for the purchase of substantially all of the assets of Polymedix (the Polymedix Assets) from the U.S. Bankruptcy Court pursuant to the asset purchase agreement we executed with Polymedix on September 4, 2013 (the Polymedix Agreement).  The bankruptcy cases were pending before the Bankruptcy Court for the District of Delaware and were being jointly administered under Case No. 13-10690 (BLS).

The aggregate purchase price for the sale and transfer of the Polymedix Assets was $2,100,000 in cash plus 1,400,000 shares of our Class A Common Stock. We are required to file a registration statement with the SEC to register such 1,400,000 shares of our Class A Common Stock held by the Trustee within sixty (60) days of September 4, 2013. At any time between one day after such closing and three hundred and sixty-five (365) days after such closing, Polymedix, or any holder of such 1,400,000 shares of Class A Common Stock may make written demand upon us for us to repurchase such shares of Class A Common Stock at $1.00 per share. 

PLAN OF DISTRIBUTION

The Class A Common Stock may be sold or distributed from time to time by the Selling Stockholdersdelayed basis directly to one or more purchasers, or through brokers, dealers, or underwriters, who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the Class A Common Stock offered by this prospectus may be effected in one or more of the following methods:

·ordinary brokers’ transactions;

·transactions involving cross or block trades;

·through brokers, dealers, or underwriters who may act solely as agents;

·“at the market” into an existing market for the Class A Common Stock;

·in privately negotiated transactions; or

·any combination of the foregoing.

In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the registration or qualification requirement is available and complied with.

The Selling Stockholders may also sell shares of Class A Common Stock under Rule 144 promulgated under the Securities Act, if available, rather than under this prospectus. In addition, the Selling Stockholders may transfer the shares of Class A Common Stock by other means not described in this prospectus.

Brokers, dealers, underwriters,broker-dealers or agents participating in the distribution of the shares as agentsthat may receive compensation in the form of discounts, concessions or commissions discounts,from us or concessions from the selling stockholder and/or purchasers of the Class A Common Stock for whomsecurities, in “at the broker-dealersmarket offerings” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange, or otherwise or through a combination of any such methods of sale. Discounts, concessions or commissions as to any particular underwriter, broker-dealer or agent may act as agent. Aspire Capital has informed us that each such broker-dealer will receive commissions from Aspire Capital which will not exceedbe in excess of those customary brokerage commissions.in the types of transactions involved.

Neither we norThe securities may be sold from time to time in one or more transactions at fixed prices, which may be changed from time to time, at prevailing market prices at the Selling Stockholders can presently estimatetime of sale, at varying prices determined at the amounttime of compensation that any agent will receive. We know of no existing arrangements between the Selling Stockholders, any other shareholder, broker, dealer, underwriter, or agent relating to the sale or distribution of the shares offered byat negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions:

Each time that we use this prospectus.  At the time a particular offer of shares is made,prospectus to sell our securities, we shall also provide a prospectus supplement. For each series of securities, the applicable prospectus supplement if required, will be distributed that will set forth the names of any agents, underwriters, or dealers and any compensation from the Selling Stockholder, and any other required information. Pursuant to a requirementterms of the Financial Industry Regulatory Authority, or FINRA, the maximum commission or discount and other compensation to be received by any FINRA member or independent broker-dealer shall not be greater than eight percent (8%) of the gross proceeds received by us foroffering including:

If we use underwriters in the sale of any securities, being registered pursuant to Rule 415 under the Securities Act.

Wesecurities will pay allbe acquired by the expenses incident tounderwriters for their own account. The underwriters may then resell the registration,securities in one or more transactions at a fixed public offering andprice or at varying prices determined at the time of sale of the sharesor thereafter. The securities may be either offered to the public other than commissionsthrough underwriting syndicates represented by managing underwriters, or directly by underwriters. The obligations of the underwriters to purchase the securities will be subject to certain conditions. The underwriters will be obligated to purchase all the securities offered if they purchase any securities. The public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.

If we use dealers in the sale of underwriters, broker-dealers, or agents.  We have agreedsecurities, we will sell securities to indemnify Aspire Capital and certain other persons against certain liabilities in connection withsuch dealers as principals. The dealers may then resell the offering of shares of Class A Common Stock offered hereby, including liabilities arising undersecurities to the Securities Act or, if such indemnity is unavailable, to contribute amounts requiredpublic at varying prices to be paid in respectdetermined by such dealers at the time of such liabilities.  Aspire Capital has agreedresale. We may solicit offers to indemnify us against liabilities underpurchase the Securities Act thatsecurities directly, and we may arise from certain written information furnishedsell the securities directly to us by Aspire Capital specifically for use in this prospectusinstitutional or if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. 

Insofar as indemnification for liabilities arising under the Securities Actother investors, who may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.

Aspire Capital and its affiliates have agreed not to engage in any direct or indirect short selling or hedging of our Class A Common Stock during the term of the Purchase Agreement.

Aspire Capital is an “underwriter”deemed underwriters within the meaning of the Securities Act.Act with respect to any resales of those securities. The Selling Stockholdersterms of these sales will be described in the applicable prospectus supplement. If we use agents in the sale of securities, unless otherwise indicated in the prospectus supplement, they will use their reasonable best efforts to solicit purchases for the period of their appointment. Unless otherwise indicated in a prospectus supplement, if we sell directly, no underwriters, dealers or agents would be involved. We will not make an offer of securities in any jurisdiction that does not permit such an offer.

We may grant underwriters who participate in the distribution of securities an option to purchase additional securities to cover overallotments, if any, in connection with the distribution. Any underwriter may engage in overallotment, stabilizing transactions, short covering transactions and any brokers executing sellpenalty bids in accordance with SEC orders, on behalfrules and regulations and applicable law. To the extent permitted by applicable law and SEC orders, rules and regulations, an overallotment involves sales in excess of the Selling Stocholdersoffering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. To the extent permitted by applicable law and SEC orders, rules and regulations, short covering transactions involve purchases of the common stock in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the common stock originally sold by the dealer is purchased in a covering transaction to cover short positions. Those activities may cause the price of the common stock to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.

Underwriters, dealers and agents that participate in any distribution of securities may be deemed to be “underwriters” within the meaning ofunderwriters as defined in the Securities Act. Commissions received by a broker executing sell ordersAny discounts, commissions or profit they receive when they resell the securities may be deemed to betreated as underwriting discounts and commissions under the Securities Act. The Selling Stockholders will be responsible for any underwriting discounts or commissions or agent’s commissions incurred.

We have advisedOnly underwriters named in the Selling Stockholders that while it is engaged in a distributionprospectus supplement are underwriters of the shares includedsecurities offered in thisthe prospectus

they are required supplement. We may have agreements with underwriters, dealers and agents to comply with Regulation M promulgatedindemnify them against certain civil liabilities, including certain liabilities under the Securities Exchange Act, of 1934, as amended. With certain exceptions, Regulation M precludes the Selling Stockholders, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any personcontribute with respect to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in orderpayments that they may be required to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the shares offered hereby this prospectus.make.

We may suspendauthorize underwriters, dealers or agents to solicit offers from certain institutions whereby the saleinstitution contractually agrees to purchase the securities from us on a future date at a specific price. This type of shares by Aspire Capital pursuant to this prospectuscontract may be made only with institutions that we specifically approve. Such institutions could include banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The underwriters, dealers or agents will not be responsible for certain periodsthe validity or performance of time for certain reasons, including if the prospectusthese contracts.

Each series of securities will be a new issue of securities. Our Class A common stock is required to be supplemented or amended to include additional material information. Aspire Capital’s offering will terminatetraded on the date that all shares offered by thisOver the Counter Bulletin Board under the symbol “CTIX”. Unless otherwise specified in the applicable prospectus havesupplement, our securities (other than our common stock) will not be listed on any exchange. It has not presently been sold by Aspire Capital.established whether the underwriters, if any, of the securities will make a market in the securities. If the underwriters make a market in the securities, such market making may be discontinued at any time without notice.

DIVIDEND POLICY

We have never declared any cash dividendsAgents, dealers and underwriters may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the agents, dealers or underwriters may be required to make in respect thereof. Agents, dealers or underwriters may be customers of, engage in transactions with, or perform services for us and our Class A Common Stock. Future paymentsubsidiaries in the ordinary course of dividends is within the discretion of our board of directors and will depend on our earnings, capital requirements, financial condition and other relevant factors. Although there are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our Class A Common Stock, we presently intend to retain future earnings, if any, for use in our business and have no present intention to pay cash dividends on our Class A Common Stock.business.

DESCRIPTION OF SECURITIESOUR CAPITAL STOCK

The following summary describes the material terms of our capital stock and is subject to, and qualified in its entirety by, our Articles of Incorporation and bylaws that are included as exhibits to certain of the documents incorporated by reference belowherein and by the provisions of applicable Nevada law. We refer you to the foregoing documents and to Nevada law for a detailed description of the provisions summarized below.

Common Stock

We are authorized to issue 300,000,000 shares of Class A Common Stock,common stock, par value $0.0001 par value,per share, and 100,000,000 Class B common stock, par value $0.0001 per share. As of October 25, 2013,24, 2014, there were 104,914,045114,237,129 shares of our Class A Common Stockcommon stock outstanding that were held of record by approximately 1700 stockholders.1,700 stockholders and zero shares of Class B common stock.

WeAs of the date of this prospectus we have reserved 4,546,0842,248,000 shares of Class A Common Stockcommon stock for issuance upon the exercise of warrants.

WeAs of the date of this prospectus we have reserved 45,000,000 for issuance under the Company 2010 Equity Incentive Plan, of which 39,142,500 has37,680,000 shares have been granted.

Class A Common Stock

Each holder of Class A Common Stockcommon stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors, and each holder does not have cumulative voting rights. Accordingly, the holders of a majority of the shares of Class A Common Stockcommon stock entitled to vote in any election of directors can elect all of the directors standing for election.

Subject to preferences that may be applicable to any then outstanding preferred stock, holders of Class A Common Stockcommon stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds. In the event of our liquidation, dissolution or winding up, holders of Class A Common Stockcommon stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock.

Holders of Class A Common Stockcommon stock do not have preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable to the Class A Common Stock.common stock. All outstanding shares of Class A Common Stockcommon stock are, and the shares of Class A Common Stockcommon stock offered by us in any offering utilizing this offering,prospectus, when issued and paid for, will be fully paid and nonassessable. The rights, preferences and privileges of the holders of Class A Common Stockcommon stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock which we may designate in the future.

Class B Common Stock

The holders of shares of the Class B common stock at their election shall have the right, at any time or from time to time, to convert any or all of their shares of Class B common stock into shares of Class A Common Stock,common stock, on a one tofor one basis, by delivery to the Company of the certificates representing such shares of Class B common stock duly endorsed for such conversion. Any shares of the Class B common stock that are transferred will automatically convert into shares of the Class A Common Stock, on a one to one basis, effective as of the date on which certificates representing such shares are presented for transfer on the books of the Company. The Board of Directors of the Company has sole discretion to issue the Class B common stock.

Holder of shares of the Class B common stock are entitled to cast ten (10) votes in person or by proxy for each share of Class B common stock standing in such holder's name on the transfer books of the Company. Except as otherwise provided above and subject to the limitations provided by law and subject to any voting rights applicable to shares of preferred stock, the holders of shares of the Class A Common Stock and Class B common stock shall vote together as a single class, together with the holders of any shares of the Preferred Stock which are entitled to vote, and not as a separate class.

As of October 25, 2013, there were no shares of Class B common stock issued and outstanding. However, Dr.Krishna Menon and Mr.Leo Ehrlich, our President and Chief Executive Officer, respectively, each have vested options that they can each exercise and convert into 18,000,000 shares of Class B common stock.

Preferred Stock

We are authorized to issue up to 10,000,000 shares of preferred stock in one or more series, with such designations, preferences and relative, participating, option and other special rights, qualifications, limitations or restrictions as determined by our board of directors, without any further vote or action by our stockholders, including dividend rights, conversion rights, voting rights, redemption rights and terms of redemption and liquidation preferences. On

No shares of preferred stock are issued and outstanding, however, on May 9, 2012, our Boardboard of Directorsdirectors designated an aggregate of 500,000 shares of preferred stock as Series A Convertible Preferred Stock (the “Series A”), of which no shares of Series A Preferred Stock are currently issued or outstanding. No other shares of preferred stock are issued and outstanding.

Our board of directors may fix the number of shares constituting any series and the designations of these series by adopting a certificate of designation relating to each series including:

Our issuance of preferred stock may have the effect of delaying or preventing a change in control. Our issuance of preferred stock could decrease the amount of earnings and assets available for distribution to the holders of Class A Common Stockcommon stock or could adversely affect the rights and powers, including voting rights, of the holders of Class A Common Stock.common stock. The issuance of preferred stock could have the effect of decreasing the market price of our Class A Common Stock.common stock.

DESCRIPTION OF DEBT SECURITIES

The following description, together with the additional information we include in any applicable prospectus supplement, summarizes the material terms and provisions of the debt securities that we may offer from time to time under this prospectus. While the terms we have summarized below will generally apply to any future debt securities that may be offered under this prospectus, we will describe the particular terms of any debt securities that may be offered in more detail in the applicable prospectus supplement. The terms of any debt securities offered under a prospectus supplement may differ from the terms we describe below.

We may issue secured or unsecured debt securities offered under this prospectus, which may be senior, subordinated or junior subordinated, and which may be convertible and which may be issued in one or more series. We will issue any new senior debt securities under a senior indenture that we will enter into with a trustee named in such senior indenture. We will issue any subordinated debt securities under a subordinated indenture that we will enter into with a trustee named in such subordinated indenture. The terms of the debt securities will include those set forth in the applicable indenture, any related supplemental indenture and any related securities documents that are made a part of the indenture by the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). You should read the summary below, the applicable prospectus supplement and the provisions of the applicable indenture, any supplemental indenture and any related security documents, if any, in their entirety before investing in our debt securities. We use the term “indentures” to refer to both the senior indentures and the subordinated indentures.

The indentures will be qualified under the Trust Indenture Act. We use the term “trustee” to refer to either a trustee under the senior indenture or a trustee under the subordinated indenture, as applicable.

The following summaries of material provisions of any senior debt securities, any subordinated debt securities and the related indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indentures and any supplemental indenture or related document applicable to a particular series of debt securities. In addition, the material specific financial, legal and other terms as well as any material U.S. federal income tax consequences particular to securities of each series will be described in the prospectus supplement relating to the securities of that series. The prospectus supplement may or may not modify the general terms found in this prospectus and will be filed with the SEC. For a complete description of the terms of a particular series of debt securities, you should read both this prospectus and the prospectus supplement relating to that particular series, as well as the complete indentures that contain the terms of the debt securities. See “Prospectus Summary - Where You Can Find More Information” for information on how to obtain a copy of the appropriate indenture. Except as we may otherwise indicate, the terms of any senior indenture and any subordinated indenture will be identical.

General

We will describe in the applicable prospectus supplement the terms relating to a series of debt securities, including:

In addition to the debt securities that may be offered pursuant to this prospectus, we may issue other debt securities in public or private offerings from time to time. These other debt securities may be issued under other indentures or documentation that are not described in this prospectus, and those debt securities may contain provisions materially different from the provisions applicable to one or more issues of debt securities offered pursuant to this prospectus.

Original Issue Discount

One or more series of debt securities offered under this prospectus may be sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate that at the time of issuance is below market rates. The federal income tax consequences and special considerations applicable to any series of debt securities generally will be described in the applicable prospectus supplement.

Senior Debt Securities

Payment of the principal or, premium, if any, and interest on senior debt securities will rank on a parity with all of our other indebtedness that is not subordinated.

Subordination of Subordinated Debt Securities

The subordinated debt securities will be subordinate and junior in priority of payment to certain of our other indebtedness to the extent described in a prospectus supplement.

Conversion or Exchange Rights

We will set forth in the applicable prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable for our common stock, our preferred stock or other securities, including the conversion or exchange rate, as applicable, or how it will be calculated, and the applicable conversion or exchange period. We will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of securities that the holders of the series of debt securities receive upon conversion or exchange would, under the circumstance described in those provisions, be subject to adjustment, or pursuant to which those holders would, under those circumstances, receive other property upon conversion or exchange, for example in the event of our merger or consolidation with another entity.

Consolidation, Merger or Sale

If the debt securities are convertible for our other securities, the person with whom we consolidate or merge or to whom we sell all of our property must make provisions for the conversion of the debt securities into securities which the holders of the debt securities would have received if they had converted the debt securities before the consolidation, merger or sale.

Events of Default under the Indentures

Except as otherwise set forth in an applicable prospectus supplement, the following are events of default under the indentures with respect to any series of debt securities that we may issue:

If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above under “Events of Default Under the Indentures,” the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above “Events of Default Under the Indentures” occurs with respect to us, the principal amount of and accrued interest, if any, of each series of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any holder.

The holders of a majority in aggregate principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences (other than bankruptcy defaults), except there may be no waiver of defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the applicable indenture.

Subject to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the trustee indemnity satisfactory to it. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:

A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if:

These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.

We will periodically file statements with the trustee regarding our compliance with the covenants in the indentures.

Modification of Indenture; Waiver

We and the trustee may modify an indenture or enter into or modify any supplemental indenture without the consent of any holders of the debt securities with respect to specific matters, including:

In addition, under the indentures, the rights of holders of a series of debt securities may be changed by us and the trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, we and the trustee may only make the following changes with the consent of each holder of any outstanding debt securities affected:

Discharge

Each indenture provides that, subject to the terms of the indenture and any limitation otherwise provided in the prospectus supplement applicable to a particular series of debt securities, we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for specified obligations, including obligations to:

In order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium and interest on, the debt securities of the series on the dates payments are due.

“Street Name” and Other Indirect Holders

Investors who hold securities in accounts at banks or brokers generally will not be recognized by us as legal holders of debt securities. This manner of holding securities is called holding in “street name.” Instead, we would recognize only the bank or broker, or the financial institution that the bank or broker uses to hold its securities. These intermediary banks, brokers and other financial institutions pass along principal, interest and other payments on the debt securities, either because they agree to do so in their customer agreements or because they are legally required to do so. If you hold debt securities in “street name,” you should check with your own institution to find out, among other things:

Our obligations, as well as the obligations of the trustee under the indentures and those of any third parties employed by us or the trustee under either of the indentures, run only to persons who are registered as holders of debt securities issued under the applicable indenture. As noted above, we do not have obligations to you if you hold in “street name” or other indirect means, either because you choose to hold debt securities in that manner or because the debt securities are issued in the form of global securities as described below. For example, once we make payment to the registered holder, we have no further responsibility for the payment even if that holder is legally required to pass the payment along to you as a “street name” customer but does not do so.

Form, Exchange and Transfer

We may issue debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indentures will provide that we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company or another depositary named by us and identified in a prospectus supplement with respect to that series (the “Depository”). See “Book-Entry” below for a further description of the terms relating to any book-entry securities.

At the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described below or in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.

Subject to the terms of the indentures and the limitations applicable to global securities set forth below in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.

We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.

If we elect to redeem the debt securities of any series, we will not be required to:

Book-Entry Securities

The following description of book-entry securities will apply to any series of debt securities issued in whole or in part in the form of one or more global securities, except as otherwise described in a related prospectus supplement.

Book-entry securities of like tenor and having the same date will be represented by one or more global securities deposited with and registered in the name of a depositary that is a clearing agent registered under the Exchange Act, as amended. Beneficial interests in book-entry securities will be limited to institutions that have accounts with the depositary, or “participants,” or persons that may hold interests through participants.

Ownership of beneficial interests by participants will only be evidenced by, and the transfer of that ownership interest will only be effected through, records maintained by the depositary. Ownership of beneficial interests by persons that hold through participants will only be evidenced by, and the transfer of that ownership interest within such participant will only be effected through, records maintained by the participants. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such laws may impair the ability to transfer beneficial interests in a global security.

Payment of principal of and any premium and interest on book-entry securities represented by a global security registered in the name of or held by a depositary will be made to the depositary, as the registered owner of the global security. Neither we, the trustee nor any agent of ours or the trustee will have any responsibility or liability for any aspect of the depositary’s records or any participant’s records relating to or payments made on account of beneficial ownership interests in a global security or for maintaining, supervising or reviewing any of the depositary’s records or any participant’s records relating to the beneficial ownership interests. Payments by participants to owners of beneficial interests in a global security held through such participants will be governed by the depositary’s procedures, as is now the case with securities held for the accounts of customers registered in “street name,” and will be the sole responsibility of such participants.

A global security representing a book-entry security is exchangeable for definitive debt securities in registered form, of like tenor and of an equal aggregate principal amount registered in the name of, or is transferable in whole or in part to, a person other than the depositary for that global security, only if (i) the depositary notifies us that it is unwilling or unable to continue as depositary for that global security or the depositary ceases to be a clearing agency registered under the Exchange Act, (ii) there shall have occurred and be continuing an event of default with respect to the debt securities of that series or (iii) other circumstances exist that have been specified in the terms of the debt securities of that series. Any global security that is exchangeable pursuant to the preceding sentence shall be registered in the name or names of such person or persons as the depositary shall instruct the trustee. It is expected that such instructions may be based upon directions received by the depositary from its participants with respect to ownership of beneficial interests in such global security.

Except as provided above, owners of beneficial interests in a global security will not be entitled to receive physical delivery of debt securities in definitive form and will not be considered the holders thereof for any purpose under the indentures, and no global security shall be exchangeable, except for a security registered in the name of the depositary. This means each person owning a beneficial interest in such global security must rely on the procedures of the depositary and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the indentures. We understand that under existing industry practices, if we request any action of holders or an owner of a beneficial interest in such global security desires to give or take any action that a holder is entitled to give or take under the indentures, the depositary would authorize the participants holding the relevant beneficial interests to give or take such action, and such participants would authorize beneficial owners owning through such participant to give or take such action or would otherwise act upon the instructions of beneficial owners owning through them.

Information Concerning the Trustee

The trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture and is under no obligation to exercise any of the powers given it by the indentures at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur. However, upon an event of default under an indenture, the trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs.

Payment and Paying Agents

Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.

We will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated by us, except that, unless we otherwise indicate in the applicable prospectus supplement, we may make interest payments by check which we will mail to the holder or by wire transfer to certain holders. We will designate an office or agency of the trustee as our paying agent for payments with respect to debt securities of each series in the applicable prospectus supplement. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.

All money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities which remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may look only to us for payment thereof.

Governing Law

Except as otherwise specified in the applicable prospectus supplement, the indentures and the debt securities will be governed by and construed in accordance with the laws of Nevada except to the extent that the Trust Indenture Act is applicable.

DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of shares of our common stock, preferred stock and/or debt securities in one or more series together with other securities or separately, as described in each applicable prospectus supplement. Warrants may be issued independently or together with any preferred stock, common stock, or debt securities, and may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between a warrant agent specified in the agreement and us. The warrant agent will act solely as our agent in connection with the warrants of that series and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. This summary of some provisions of the securities warrants is not complete. You should refer to the securities warrant agreement, including the forms of securities warrant certificate representing the securities warrants, relating to the specific securities warrants being offered for the complete terms of the securities warrant agreement and the securities warrants. The securities warrant agreement, together with the terms of the securities warrant certificate and securities warrants, will be filed with the SEC in connection with the offering of the specific warrants.

The applicable prospectus supplement will describe, where applicable, the following terms of and other information relating to the warrants:

Transfer Agent and Registrar

The transfer agent of our Class A Common Stock is West Coast Transfer Inc.and registrar for any warrants will be set forth in the applicable prospectus supplement.

DESCRIPTION OF UNITS

DividendsWe may issue units composed of one or more of the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.

SubjectThe applicable prospectus supplement may describe:

Other Rights

In the eventThe preceding description and any description of a liquidation, dissolution or winding up of us, holders of our Class A Common Stock are entitled to share ratablyunits in all assets remaining after payment of liabilities and the liquidation preference, if any, of any then outstanding preferred stock. Holders of our Class A Common Stock are not entitled to preemptive rights and have no subscription, redemption or conversion privileges. All outstanding shares of Class A Common Stock are, and all shares of Class A Common Stock issued by us in an offering under this prospectus and the applicable prospectus supplement willdoes not purport to be fully paidcomplete and nonassessable. The rights, preferences and privileges of holders of Class A Common Stock areis subject to and may be adversely affectedis qualified in its entirety by reference to the rights of the holders of shares of any series of preferred stock which our board of directors may designateunit agreement and, that we may issue in one or more offerings under this prospectus or at other times in the future.if applicable, collateral arrangements and depositary arrangements relating to such units.

Quotation

Our Class A Common Stock is quoted on the OTC Bulletin Board under the symbol “CTIX”. Any Class A Common Stock we sell under this prospectus, as it may be supplemented, will be quoted on the OTC Bulletin Board. 

LEGAL MATTERS

Certain legal matters with respect to theThe validity of the securities offered underby this prospectus and any supplement hereto will behas been passed upon for us by Burton, Bartlett & Glogovac, Reno, Nevada. If legal matters in connection with offerings made pursuant to this prospectus are passed upon by counsel for the underwriters, dealers or agents, if any, such counsel will be named in the prospectus supplement relating to such offering.

EXPERTS

The consolidated financial statements of Cellceutix Corporation as of June 30, 2014 and management's assessment2013, and for each of the years in the three-year period ended June 30, 2014, and effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting)as of June 30, 2014 have been incorporated in this prospectus by reference from our Annual Report on Form 10-K forherein and in the year ended June 30, 2013 have been audited by, Baker Tilly Virchow Krause, LLP our independent registered public accounting firm have been so incorporatedregistration statement in reliance upon the report of suchBaker Tilly Virchow Krause, LLP, independent registered public accountants, incorporated by reference herein, and upon the authority of said firm given upon their authority as experts in accounting and auditing. The audit report covering the June 30, 20132014 consolidated financial statements containsincludes an explanatory paragraph that states thatas to the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about itsCompany’s ability to continue as a going concern. The audit report onconsolidated financial statements do not include any adjustments that might result from the effectivenessoutcome of internal control over financial reportingthat uncertainty.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

Insofar as of June 30, 2013 expresses Baker Tilly Virchow Krause, LLP's opinion thatindemnification for liabilities arising under the Company did not maintain effective internal control over financial reportingSecurities Act, as of June 30, 2013 becauseamended, may be permitted to directors, officers, and controlling persons of the effects of material weaknesses onregistrant pursuant to the achievementCompany’s constituent documents, or otherwise, the registrant has been advised that in the opinion of the objectivesSEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person in the control criteria and contains an explanatory paragraph that states that management has identified and included in its assessment material weaknesses assuccessful defense of June 30, 2013.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other informationany action, suit, or proceeding) is asserted by such director, officer, or controlling person connected with the SEC. You may read and copy any documents thatsecurities being registered, we have filed with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our Securities and Exchange Commission filings are also available to the public at the SEC’s website at http://www.sec.gov. This prospectus is part of a registration statement that we filed with the SEC. This prospectus and any subsequent prospectus supplements do not contain all of the informationwill, unless in the registration statementopinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as permittedexpressed in the Securities Act and will be governed by the rules and regulationsfinal adjudication of the SEC. You can obtain a copy of the registration statement from the SEC at the address listed above or from the SEC’s web site listed above.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” some of the documents we file with it into this prospectus, which means:

We incorporate by reference the documents listed below, which were filed with the SEC under the Exchange Act:such issue.

All documents filed under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (not including any information furnished under Item 2.02 or Item 7.01 of Form 8-K, which information is not incorporated by reference herein), after the date of this prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference in this prospectus and to be part of this prospectus from the date they are filed. In addition, all documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement and prior to the effectiveness of the registration statement of which this prospectus forms a part shall be deemed to be incorporated by reference in this prospectus and to be part of this prospectus from the date they are filed.

You should assume that the information appearing in this prospectus is accurate as of the date of this prospectus only. Our business, financial position and results of operations may have changed since that date.

We will provide without charge to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request of that person, a copy of any and all of the information that has been incorporated by reference in this prospectus (excluding exhibits unless specifically incorporated by reference into those documents). Please direct requests to us at the following address:

CELLCEUTIX CORPORATION

100 Cumming Center

Suite 151-B$75,000,000 of

Beverly, Massachusetts 01915Class A Common Stock

(978) 236-8717Preferred Stock

Attention: Leo Ehrlich, Chief Executive OfficerDebt Securities

Warrants

Units

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following is a statement oftable sets forth the estimated costsvarious expenses (other than underwriting discounts and expenses incurred or expected to be incurred by uscommissions) in connection with the offering of securities being registered pursuant to this Registration Statement, other than underwriting discountsissuance and commissions, estimated to be at eight percent (8%)distribution of the proceeds raised. The assumed amount has been used to demonstratesecurities registered hereby. We will bear all of these expenses. All amounts are estimated except for the costs and expenses of an offering and does not represent an estimate of the amount of securities that may be registered or distributed because such amount is unknown at this time:SEC registration fee:

______________

Item 15. Indemnification of Directors and Officers.

Neither our Articles of Incorporation nor bylaws prevent us from indemnifying our officers, directors and agents to the extent permitted under the Nevada Revised Statute ("NRS"). NRS Section 78.7502, provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with any the defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter therein. NRS 78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

NRS Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim of indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of ours in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.