SEC FORM 4

SEC FORM 4 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

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)
Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
10/04/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options to Purchase Common Stock⁽¹⁾	$3.45							⁽¹⁾	09/13/2027	Common Stock	40,000		40,000	D
Warrant to Purchase Common Stock⁽²⁾	$4.125							⁽²⁾	08/08/2022	Common Stock	421,400		421,400	D
Warrant to Purchase Common Stock⁽²⁾	$4.125							⁽²⁾	08/08/2022	Common Stock	11,000		11,000	D
Options to Purchase Common Stock⁽³⁾	$6.75							⁽³⁾	09/12/2024	Common Stock	220,000		220,000	D
Warrant to Purchase Common Stock⁽²⁾	$4.63							⁽²⁾	06/19/2023	Common Stock	106,553		106,553	D
Warrant to Purchase Common Stock⁽²⁾	$2.86							⁽²⁾	09/29/2023	Common Stock	167,504		167,504	D
Warrant to Purchase Common Stock⁽²⁾	$1.15							⁽²⁾	08/14/2023	Common Stock	3,137,255		3,137,255	D
Options to Purchase Common Stock⁽⁴⁾	$1.62							⁽⁴⁾	09/04/2028	Common Stock	150,000		150,000	D
Warrant to Purchase Common Stock⁽²⁾	$1.42							⁽²⁾	04/05/2024	Common Stock	1,165,048		1,615,048	D
Warrant to Purchase Common Stock⁽²⁾	$0.77							⁽²⁾	09/27/2024	Common Stock	2,234,700		2,234,700	D
Options to Purchase Common Stock⁽⁵⁾	$0.67							⁽⁵⁾	10/08/2029	Common Stock	175,000		175,000	D
Options to Purchase Common Stock⁽⁶⁾	$1.01							⁽⁶⁾	10/06/2030	Common Stock	200,000		200,000	D
Options to Purchase Common Stock⁽⁷⁾	$2							⁽⁷⁾	07/22/2031	Common Stock	300,000		300,000	D
Option to Purchase Common Stock⁽⁸⁾	$2.04							⁽⁸⁾	10/11/2031	Common Stock	650,000		650,000	D
Option to Purchase Common Stock⁽⁹⁾	$1.25	10/04/2022		A		550,000		⁽⁹⁾	10/04/2032	Common Stock	550,000	$0	550,000	D

Explanation of Responses:

1. One-third of the shares of the Company's common stock underlying the grant vest on the first anniversary of the vesting commencement date, September 13, 2018. The remaining shares of the Company's common stock underlying the grant vest in equal monthly installments at the end of each month for two years following the initial vest, provided the Reporting Person continues to serve as a member of the Company's Board of Directors as of each such vesting date.

2. The warrant is fully vested and exercisable immediately.

3. The option vested as to 40% of the shares of the Company's common stock on September 12, 2014 and 15% of the shares on each of September 12, 2015, March 12 and September 12, 2016 and September 12, 2017.

4. One-third of the shares of the Company's common stock underlying the grant vest on each of the one-year, two-year and three-year anniversary of the vesting commencement date, September 4, 2018, provided that the Reporting Person provides continuous services to the Company as of each such vesting date.

5. The options were granted on October 8, 2019. 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 6, 2020. 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 were granted on July 22, 2021. The options will vest 1/3 on each of the one-year, two-year and three-year anniversary of the Vesting Commencement Date, provided that the Optionee provides Continuous Service to the Company as of each such vesting date.

8. The options 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.

9. 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.

	/s/ Alexander M. Donaldson, by power of attorney	10/06/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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SEC Form 4 filed by Mazur Leonard L