Citius Pharmaceuticals Inc.

09/23/2025 | Press release | Distributed by Public on 09/23/2025 14:05

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Mazur Leonard L
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 _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O CITIUS PHARMACEUTICALS, INC., 11 COMMERCE DRIVE, 1ST FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025
(Street)
CRANFORD, NJ 07016
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 410,214 D
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)
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 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)
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 Owners

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

Signatures

/s/ Alexander M. Donaldson, by power of attorney 09/23/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Citius Pharmaceuticals Inc. published this content on September 23, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 23, 2025 at 20:06 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]