Mazur Leonard L Form 4 Citius Pharmaceuticals / Leonard L Mazur ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mazur Leonard L

(Last) (First) (Middle)

C/O CITIUS PHARMACEUTICALS, INC.

11 COMMERCE DRIVE, 1ST FLOOR

(Street)

CRANFORD NJ 07016

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Citius Pharmaceuticals, Inc. [ CTXR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								10,255,343	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to Purchase Common Stock(1)	$1.15	08/14/2024		D(1)			3,137,255	(1)	08/14/2024	Common Stock	3,137,255	(1)	0	D
Warrant to Purchase Common Stock(1)	$1.15	08/14/2024		A(1)		3,137,255		(1)	08/14/2025	Common Stock	3,137,255	(1)	3,137,255	D
Warrant to Purchase Common Stock(2)	$0.77	09/25/2024		D(2)			2,234,700	(2)	09/27/2024	Common Stock	2,234,700	(2)	0	D
Warrant to Purchase Common Stock(2)	$0.77	09/25/2024		A(2)		2,234,700		(2)	09/27/2025	Common Stock	2,234,700	(2)	2,234,700	D
Warrant to Purchase Common Stock(3)	$1.42							(3)	04/05/2025	Common Stock	1,165,048		1,165,048	D
Stock Option (Right to Purchase Common Stock)	$0.7							(4)	10/10/2033	Common Stock	550,000		550,000	D
Stock Option (Right to Purchase Common Stock)	$1.25							(5)	10/04/2032	Common Stock	550,000		550,000	D
Stock Option (Right to Purchase Common Stock)	$2.04							(6)	10/11/2031	Common Stock	650,000		650,000	D
Stock Option (Right to Purchase Common Stock)	$2							(7)	07/22/2031	Common Stock	300,000		300,000	D
Stock Option (Right to Purchase Common Stock)	$1.01							(7)	10/06/2030	Common Stock	200,000		200,000	D
Stock Option (Right to Purchase Common Stock)	$0.67							(7)	10/08/2029	Common Stock	175,000		175,000	D
Stock Option (Right to Purchase Common Stock)	$1.62							(7)	09/04/2028	Common Stock	150,000		150,000	D
Stock Option (Right to Purchase Common Stock)	$3.45							(7)	09/13/2027	Common Stock	40,000		40,000	D

Explanation of Responses:

1. The two reported transactions involved an amendment of an outstanding warrant to extend the termination date from August 14, 2024 to August 14, 2025, which resulted in the cancellation of the "old" warrant and the grant of a replacement warrant. The warrant was originally issued on August 13, 2018 and was exercisable immediately.

2. The two reported transactions involved an amendment of an outstanding warrant to extend the termination date from September 27, 2024 to September 27, 2025, which resulted in the cancellation of the "old" warrant and the grant of a replacement warrant. The warrant was originally issued on September 27, 2019 and was exercisable immediately.

3. The warrant is fully vested and exercisable immediately.

4. The options were granted on October 10, 2023. The options will vest 1/3 on each of the one-year, two-year and three-year anniversary of the Vesting Commencement Date, provided that the Optionee provides Continuous Service to the Company as of each such vesting date.

5. The options were granted on October 4, 2022. The options will vest 1/3 on each of the one-year, two-year and three-year anniversary of the Vesting Commencement Date, provided that the Optionee provides Continuous Service to the Company as of each such vesting date.

6. The options were granted on October 11, 2021. The options will vest 1/3 on each of the one-year, two-year and three-year anniversary of the Vesting Commencement Date, provided that the Optionee provides Continuous Service to the Company as of each such vesting date.

7. The options are vested in full and exercisable immediately.

	/s/ Alexander M. Donaldson, by power of attorney	09/27/2024
	** Signature of Reporting Person	Date
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