09/23/2025 | Press release | Distributed by Public on 09/23/2025 14:05
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant to Purchase Common Stock(1) | $28.75 | 08/08/2025 | D(1) | 125,490 | (1) | 08/14/2025 | Common Stock | 125,490 | (1) | 0 | D | ||||
Warrant to Purchase Common Stock(1) | $28.75 | 08/08/2025 | A(1) | 125,490 | (1) | 08/14/2026 | Common Stock | 125,490 | (1) | 125,490 | D | ||||
Warrant to Purchase Common Stock(2) | $19.25 | 08/08/2025 | D(2) | 89,388 | (2) | 09/27/2025 | Common Stock | 89,388 | (2) | 0 | D | ||||
Warrant to Purchase Common Stock(2) | $19.25 | 08/08/2025 | A(2) | 89,388 | (2) | 09/27/2026 | Common Stock | 89,388 | (2) | 89,388 | D | ||||
Stock Option (Right to Purchase Common Stock) | $9.5 | (3) | 11/07/2034 | Common Stock | 24,000 | 24,000 | D | ||||||||
Stock Option (Right to Purchase Common Stock) | $17.5 | (4) | 10/10/2033 | Common Stock | 22,000 | 22,000 | D | ||||||||
Stock Option (Right to Purchase Common Stock) | $31.25 | (5) | 10/04/2032 | Common Stock | 22,000 | 22,000 | D | ||||||||
Stock Option (Right to Purchase Common Stock) | $51 | (6) | 10/11/2031 | Common Stock | 26,000 | 26,000 | D | ||||||||
Stock Option (Right to Purchase Common Stock) | $50 | (6) | 07/22/2031 | Common Stock | 12,000 | 12,000 | D | ||||||||
Stock Option (Right to Purchase Common Stock) | $25.25 | (6) | 10/06/2030 | Common Stock | 8,000 | 8,000 | D | ||||||||
Stock Option (Right to Purchase Common Stock) | $16.75 | (6) | 10/08/2029 | Common Stock | 7,000 | 7,000 | D | ||||||||
Stock Option (Right to Purchase Common Stock) | $40.5 | (6) | 09/04/2028 | Common Stock | 6,000 | 6,000 | D | ||||||||
Stock Option (Right to Purchase Common Stock) | $86.25 | (6) | 09/13/2027 | Common Stock | 1,600 | 1,600 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Mazur Leonard L C/O CITIUS PHARMACEUTICALS, INC. 11 COMMERCE DRIVE, 1ST FLOOR CRANFORD, NJ 07016 |
X | Chief Executive Officer |
/s/ Alexander M. Donaldson, by power of attorney | 09/23/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The two reported transactions involved an amendment of an outstanding warrant to extend the termination date from August 14, 2025 to August 14, 2026, which resulted in the cancellation of the "old" warrant and the grant of a replacement warrant. The warrant was originally issued on August 13, 2018 and was exercisable immediately. |
(2) | The two reported transactions involved an amendment of an outstanding warrant to extend the termination date from September 27, 2025 to September 27, 2026, which resulted in the cancellation of the "old" warrant and the grant of a replacement warrant. The warrant was originally issued on September 27, 2019 and was exercisable immediately. |
(3) | The options were granted on November 7, 2024. The options 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. |
(4) | 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. |
(5) | 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. |
(6) | The options are vested in full and exercisable immediately. |
Remarks: All share amounts reflect the 1-for-25 reverse stock split effective November 22, 2024. |