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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2023

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
Options to Purchase Common Stock⁽²⁾	$6.75							⁽²⁾	09/12/2024	Common Stock	220,000		220,000	D
Warrant to Purchase Common Stock⁽³⁾	$1.15							⁽³⁾	08/14/2024	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⁽³⁾	$1.42							⁽³⁾	04/05/2024	Common Stock	1,165,048		1,165,048	D
Warrant to Purchase Common Stock⁽³⁾	$0.77							⁽³⁾	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							⁽⁹⁾	10/04/2032	Common Stock	550,000		550,000	D
Option to Purchase Common Stock⁽¹⁰⁾	$0.7	10/10/2023		A		550,000		⁽¹⁰⁾	10/10/2033	Common Stock	550,000	$0	550,000	D

Explanation of Responses:

1. The options vested in full on September 13, 2020.

2. The options vested in full on September 12, 2017

3. The warrant is fully vested and exercisable immediately.

4. The options vested in full on September 4, 2021.

5. The options vested in full on October 8, 2022.

6. The options vested in full on October 6, 2023.

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.

10. 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.

	/s/ Alexander M. Donaldson, by power of attorney	10/12/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Mazur Leonard L