As filed with the Securities and Exchange Commission on September 25, 2020
Registration Statement No. 333-221492
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CITIUS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 8731 | 27-3425913 | ||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
11 Commerce Drive, First Floor
Cranford, New Jersey 07016
Telephone: (908) 967-6677
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Myron Holubiak
President and Chief Executive Officer
11 Commerce Drive, First Floor
Cranford, New Jersey 07016
Telephone: (908) 967-6677
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Alexander M. Donaldson
Lorna A. Knick
Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607
Telephone: (919) 781-4000
Approximate date of commencement of proposed sale to the public: Not applicable.
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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
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(c) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment 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, a smaller reporting company, or an emerging growth company. See the definitions of “accelerated filer”, “large accelerated filer, “smaller reporting company”, and “emerging growth company” (as defined in Rule 12b-2 of the Act):
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
The Registrant is filing this Post-Effective Amendment No. 1 to this Registration Statement solely for the purpose of removing from registration the $19,575,940.12 of securities that remain unsold hereunder.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cranford, State of New Jersey, on September 25, 2020.
| CITIUS PHARMACEUTICALS, INC. | ||
| By: | /s/ Myron Holubiak | |
| Myron Holubiak | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicate
| Signature | Title | Date | ||
| /s/ Myron Holubiak | Chief Executive Officer and Director | September 25, 2020 | ||
| Myron Holubiak | ||||
| /s/ Jaime Bartushak | Chief Financial Officer | September 25, 2020 | ||
| Jaime Bartushak | (Principal Accounting Officer) | |||
| /s/ Leonard Mazur | Chairman, Board of Directors | September 25, 2020 | ||
| Leonard Mazur | ||||
| /s/ Suren Dutia* | Director | September 25, 2020 | ||
| Suren Dutia | ||||
| /s/ Carol Webb* | Director | September 25, 2020 | ||
| Carol Webb | ||||
| /s William Kane* | Director | September 25, 2020 | ||
| Dr. William Kane | ||||
| /s/ Howard Safir* | Director | September 25, 2020 | ||
| Howard Safir | ||||
| /s/ Eugene Holuka* | Director | September 25, 2020 | ||
| Dr. Eugene Holuka |
| *By: | /s/ Myron Holubiak | |
| Myron Holubiak, Attorney-in-Fact |