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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

CITIUS PHARMACEUTICALS, INC.

(Name of Issuer)

Common Stock, $0.001 Par Value

(Title of Class of Securities)

17322U207

(CUSIP Number)

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

April 3, 2019

(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).

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The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends and supplements the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended to add the following:

On September 4, 2018, the Reporting Person was granted an option to purchase 150,000 shares of Common Stock of the Issuer at a purchase price of $1.62 per share. One-third of the options vest on the first, second and third anniversary of the grant date of September 4, 2018.

On April 3, 2019, the Reporting Person purchased 1,165,048 shares of the Issuer’s Common Stock and a warrant to purchase up to 1,165,048 shares of the Issuer’s Common Stock at a price per unit of $1.545, which was the price per unit paid by other investors in the Issuer’s registered offering.

On September 27, 2019, the Reporting Person purchased 2,234,700 shares of the Issuer’s Common Stock and a warrant to purchase up to 2,234,700 shares of the Issuer’s Common Stock at a price per unit of $0.8951, which was the price per unit paid by other investors in the Issuer’s registered offering.

On October 8, 2019, the Reporting Person was granted an option to purchase 175,000 shares of Common Stock of the Issuer at a purchase price of $0.67 per share. One-third of the option vests on the first, second and third anniversary of the grant date of October 8, 2019.

On October 6, 2020, the Reporting Person was granted an option to purchase 200,000 shares of Common Stock of the Issuer at a purchase price of $1.01 per share. One-third of the options vest on the first, second and third anniversary of the grant date of October 6, 2020.

On July 22, 2021, the Reporting Person was granted an option to purchase 300,000 shares of Common Stock of the Issuer at a purchase price of $2.00 per share. One-third of the options vest on the first, second and third anniversary of the grant date of July 22, 2021.

On October 11, 2021, the Reporting Person was granted an option to purchase 650,000 shares of Common Stock of the Issuer at a purchase price of $2.04 per share. One-third of the options vest on the first, second and third anniversary of the grant date of October 11, 2021.

Item 5 is hereby amended to add the following:

(a)

The Reporting Person is the beneficial owner of an aggregate of 18,092,136 shares of the Issuer’s Common Stock, which represents approximately 11.76% of the Issuer’s outstanding Common Stock, based upon 146,029,630 shares of Common Stock outstanding as of November 30, 2021, as reported by the Issuer in its Schedule 14A.

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The Reporting Person’s beneficial ownership consists of (i) 10,255,343 shares of the Issuer’s Common Stock, (ii) 7,243,460 shares of the Issuer’s Common Stock issuable upon the exercise of warrants, and (iii) 593,333 shares of the Issuer’s Common Stock subject to options held by the Reporting Person that are exercisable within 60 days of November 30, 2021.

(b)       

The Reporting Person has sole voting and dispositive power of 18,092,136 shares of the Issuer’s Common Stock beneficially owned.

(c)       

On April 3, 2019, the Reporting Person purchased 1,165,048 shares of the Issuer’s Common Stock and a warrant to purchase up to 1,165,048 shares of the Issuer’s Common Stock at a price per unit of $1.545, which was the price per unit paid by other investors in the Issuer’s registered offering.

On September 27, 2019, the Reporting Person purchased 2,234,700 shares of the Issuer’s Common Stock and a warrant to purchase up to 2,234,700 shares of the Issuer’s Common Stock at a price per unit of $0.8951, which was the price per unit paid by other investors in the Issuer’s registered offering.

Item 6 is hereby amended to add the following:

The Reporting Person has purchased from the Issuer warrants to purchase up to an aggregate of 7,243,460 shares of the Issuer’s Common Stock at varying exercise prices, with a weighted average price of $1.345 per share. All of the warrants are currently exercisable, but some expire on each of August 8, 2022, June 19, 2023, August 14, 2023, September 29, 2023, April 5, 2024, and September 27, 2024. Forms of the warrants held by the Reporting Person have been filed as exhibits to the Issuer’s periodic reports filed with the Commission.

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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.

Date: February 18, 2022