Amendment: SEC Form SC 13D/A filed by Citius Pharmaceuticals Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 2)*

Under the Securities Exchange Act of 1934

CITIUS PHARMACEUTICALS, INC.

(Name of Issuer)

Common Stock, $0.001 Par Value

(Title of Class of Securities)

17322U306

(CUSIP Number)

Leonard L. Mazur

11 Commerce Drive, 1^st Floor

Cranford, New Jersey 07016

(908) 967-6676

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 25, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 17322U306

Page 2 of 4

CUSIP No. 17322U306

Page 3 of 4

EXPLANATORY NOTE

On November 25, 2024, at 5:00 pm Eastern Time, the Issuer effected a 1-for-25 reverse stock split of its common stock (the “Reverse Stock Split”). The Issuer’s common stock began trading on the Nasdaq Capital Market on a split-adjusted basis beginning upon market open on November 26, 2024

This Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D of the Reporting Person filed on August 27, 2108, as amended by Amendment No. 1 filed on February 18, 2022, amends and supplements the Schedule 13D as specifically set forth herein, to give effect to the Reverse Stock Split. In connection with the Reverse Stock Split, the Issuer’s Common Stock was issued a new CUSIP number of 17322U306.

Item 3 is hereby amended to add the following:

On October 4, 2022, the Reporting Person was granted an option to purchase 22,000 shares of Common Stock of the Issuer at a purchase price of $31.25 per share. One third of the options vest on the first, second and third anniversary of the grant date of October 4, 2022.

On October 10, 2023, the Reporting Person was granted an option to purchase 22,000 shares of Common Stock of the Issuer at a purchase price of $17.50 per share. One third of the options vest on the first, second and third anniversary of the grant date of October 10, 2023.

On November 7, 2024, the Reporting Person was granted an option to purchase 24,000 shares of Common Stock of the Issuer at a purchase price of $9.50 per share. One third of the options vest on the first, second and third anniversary of the grant date of November 7, 2024.

Item 5 is hereby amended to add the following:

(a)

The Reporting Person is the beneficial owner of an aggregate of 754,295 shares of the Issuer’s Common Stock, which represents approximately 9.3% of the Issuer’s outstanding Common Stock, based upon 7,727,243 shares of Common Stock outstanding as of November 25, 2024, as disclosed by the Issuer to the Reporting Person, giving effect to the Reverse Stock Split.

The Reporting Person’s beneficial ownership consists of (i) 410,214 shares of the Issuer’s Common Stock, (ii) 261,481 shares of the Issuer’s Common Stock issuable upon the exercise of warrants, and (iii) 82,600 shares of the Issuer’s Common Stock subject to options held by the Reporting Person that are exercisable within 60 days of November 25, 2024. The reporting Person holds options to purchase up to an aggerate of 46,000 shares of Common Stock that are not exercisable within 60 days of November 25, 2024.

(b)

The Reporting Person has sole voting and dispositive power of 754,295 shares of the Issuer’s Common Stock beneficially owned.

CUSIP No. 17322U306

Page 4 of 4

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.