Citius Pharmaceuticals, Inc. (Form: 8-K, Received: 09/21/2016 16:20:51)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 8-K

__________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 15, 2016

__________________

Citius Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

__________________

Nevada

(State or other jurisdiction of incorporation)

333-206903

27-3425913

(Commission File Number)

(IRS Employer Identification No.)

11 Commerce Drive, 1st Floor
Cranford, NJ

01754

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code (978) 938-0338

__________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02. Termination of a Material Definitive Agreement.

On September 21, 2016, Citius Pharmaceuticals, Inc. (“Citius” or the “Company”) gave notice of its termination of the agreements with Prenzamax LLC (“Prenzamax”), Akrimax Pharmaceuticals LLC (“Akrimax”) and/or Alpex Pharma S.A. (“Alpex”) (collectively, the “Agreements”). Pursuant to the Agreements, the Company granted Prenzamax an exclusive, royalty-bearing, transferable license to use, manufacture, and sell Suprenza, the Company’s Food and Drug Administration (the “FDA”) approved phentermine-based product for weight loss, in the United States, and Alpex agreed to supply Suprenza to Prenzamax. The termination of the Agreements set forth below will be effective immediately.

· Amended and Coordination Agreement dated November 15, 2011 by and between Prenzamax, Akrimax, Citius and Alpex

· Collaboration and License Agreement dated June 12, 2008 by and between Citius and Alpex

· Exclusive License Agreement dated November 15, 2011 by and between Prenzamax and Citius

· Supply Agreement dated November 15, 2011 by and between Prenzamax and Alpex

· Technical and Quality Agreement dated November 15, 2011 by and among Citius, Alpex and Akrimax

As previously disclosed in a Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 7, 2016, Citius notified Prenzamax and Akrimax that the parties must cease all shipments of Suprenza under the Agreements, effective as of June 30, 2016. Since June 30, 2016, Prenzamax and Akrimax have not been responsible for the marketing and commercialization of Suprenza, and the parties have had no further payment obligations under the Agreements, except with respect to payments that accrued prior to June 30, 2016. The Company has not previously received royalties from the product and Citius has withdrawn the New Drug Application from the FDA, eliminating the ongoing regulatory expense associated with annual FDA fees.

The co-founder and Vice Chairman of Akrimax is Leonard Mazur, the Executive Chairman and Secretary and a director of the Company. Prenzamax is an affiliate of Akrimax and was formed for the purpose of managing the license granted pursuant to the Agreements.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 16, 2016, we filed a Certificate of Amendment with the Nevada Secretary of State for the purpose of amending our Articles of Incorporation to increase the number of shares of common stock the Company has the authority to issue from 90,000,000 shares to 200,000,000 shares. This amendment was described in our definitive proxy statement for our annual meeting of shareholders held on September 15, 2016 and was approved by our shareholders at the annual meeting.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its 2016 annual meeting of shareholders on September 15, 2016. At the meeting, shareholders elected the following seven members to the Company’s Board of Directors for a term expiring at the annual meeting of stockholders in 2017, based on the following votes:

Member	For		Withheld		Broker Non-Votes
Myron Holubiak		56,087,179		0		1,587,837
Leonard Mazur		56,087,179		0		1,587,837
Suren Dutia		56,087,179		0		1,587,837
Dr. William Kane		56,087,179		0		1,587,837
Howard Safir		56,087,179		0		1,587,837
Carol Webb		56,087,179		0		1,587,837
Dr. Eugene Holuka		56,087,179		0		1,587,837

At the meeting, our shareholders took the following actions:

· Ratified the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for the fiscal year ending September 30, 2016. The vote for such approval was 57,675,016 shares for, 0 shares against, 0 shares abstaining, and 0 shares of broker non-votes.

· Approved an amendment to the Company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock from 90,000,000 to 200,000,000 shares of common stock. The vote for such approval was 57,512,938 shares for, 144,686 shares against, 17,392 shares abstaining, and 0 shares of broker non-votes.

· Granted the Board of Directors the authority, in its sole discretion, to approve an amendment to the Company's Amended and Restated Articles of Incorporation to effect a reverse stock split of our issued and outstanding common stock by a ratio of not less than 1-for-8 and not more than 1-for-20 at any time prior to September 15, 2017, with the exact ratio to be set at a whole number within this range as determined by the Board of Directors. The vote for such approval was 55,158,071 shares for, 2,498,416 shares against, 18,529 shares abstaining, and 0 shares of broker non-votes.

· Approved on a non-binding advisory basis, the compensation of our named executive officers. The vote for such approval was 56,083,789 shares for, 2,290 shares against, 1,100 shares abstaining, and 1,587,837 shares of broker non-votes.

· Approved on a non-binding advisory basis, the frequency with which future advisory votes on executive compensation should be held every third year. The shareholders were voting on either one, two or three years for frequency with which future advisory votes on executive compensation should be held. The vote for one year was 2,350 shares for, 44,872 shares for two years, 55,979,957 shares for three years, and 60,000 shares abstaining. A majority of the votes cast were for a non-binding approval of executive compensation every three years.

· Approved a change in the state of incorporation of the Company to Delaware from Nevada, if at all, on or before September 15, 2017, by merging the Company with and into a newly formed Delaware subsidiary, pursuant to an agreement and plan of merger, in connection with which the Certificate of Incorporation and Bylaws of the Delaware corporation shall become the Certificate of Incorporation and Bylaws of the Company. The vote for such approval was 56,085,929 shares for, 0 shares against, 1,250 shares abstaining, and 1,587,837 shares of broker non-votes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description of Exhibit

3.1

Certificate of Amendment to Articles of Incorporation of Citius Pharmaceuticals, Inc., effective September 16, 2016.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CITIUS PHARMACEUTICALS, INC.

Date: September 21, 2016 By: /s/ Myron Holubiak

Myron Holubiak

President and Chief Executive Officer

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION

CITIUS PHARMACEUTICALS, INC.

(Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)

Pursuant to NRS 78.385 and 78.390 of the Nevada Revised Statutes, the undersigned corporation hereby submits this Certificate of Amendment to Articles of Incorporation for the purpose of amending its Articles of Incorporation.

1. The name of the corporation is Citius Pharmaceuticals, Inc. (the “Corporation”).

2. The following amendment to the Corporation’s Articles of Incorporation was adopted by the Board of Directors and by majority consent of the stockholders of the Corporation in the manner prescribed by applicable law.

Article FOURTH is hereby amended and restated to read in its entirety as follows:

“ The total number of shares of capital stock which may be issued by the Corporation is two hundred ten million (210,000,000), of which two hundred million (200,000,000) shares shall be common stock of the par value of $0.001 per shares (the “Common Stock”) and ten million (10,000,000) shares shall be preferred stock of the par value of $0.001 per share (the “Preferred Stock”), which Preferred Stock shall be issued from time to time in one or more series, with such distinctive serial designations as shall be stated and expressed in the resolution or resolutions providing for the issue of such shares from time to time adopted by the Board; and in such resolution or resolutions providing for the issue of shares of each particular series, the Board is expressly authorized to fix the annual rate or rates of dividends for the particular series; the dividend payment dates for the particular series and the date from which dividends on all shares of such series issued prior to the record date for the first dividend payment date shall be cumulative; the redemption price or prices for the particular series; the voting powers for the particular series; the rights, if any, of holders of the shares of the particular series to convert the same into shares of any other series or class or other securities of the corporation, with any provisions for the subsequent adjustment of such conversion rights; and to classify or reclassify any unissued preferred shares by fixing or altering from time to time any of the foregoing rights, privileges and qualifications. All shares of the Preferred Stock of any one series shall be identical with each other in all respects, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall be cumulative; and all shares of Preferred Stock shall be of equal rank, regardless of series, and shall be identical in all respects except as to the particulars fixed by the Board as hereinabove provided or as fixed herein.”

3.

The number of shares of the Corporation outstanding and entitled to vote at the time of the adoption of said amendment was 73,038,061.

4.

The vote by which the stockholders holding shares in the Corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the Articles of Incorporation, have voted in favor of the amendment is 78.74%.

5.

These Articles of Amendment will be effective upon filing.

This the 16th day of September 2016.

CITIUS PHARMACEUTICALS, INC.

By: /s/ Myron Holubiak

Myron Holubiak,

President and Chief Executive Officer

333-206903		27-3425913
(Commission File Number)		(IRS Employer Identification No.)

11 Commerce Drive, 1st Floor Cranford, NJ		01754
(Address of principal executive offices)		(Zip Code)

	·	Amended and Coordination Agreement dated November 15, 2011 by and between Prenzamax, Akrimax, Citius and Alpex

	·	Collaboration and License Agreement dated June 12, 2008 by and between Citius and Alpex

	·	Exclusive License Agreement dated November 15, 2011 by and between Prenzamax and Citius

	·	Supply Agreement dated November 15, 2011 by and between Prenzamax and Alpex

	·	Technical and Quality Agreement dated November 15, 2011 by and among Citius, Alpex and Akrimax

	·	Ratified the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for the fiscal year ending September 30, 2016. The vote for such approval was 57,675,016 shares for, 0 shares against, 0 shares abstaining, and 0 shares of broker non-votes.

	·	Approved an amendment to the Company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock from 90,000,000 to 200,000,000 shares of common stock. The vote for such approval was 57,512,938 shares for, 144,686 shares against, 17,392 shares abstaining, and 0 shares of broker non-votes.

	·	Granted the Board of Directors the authority, in its sole discretion, to approve an amendment to the Company's Amended and Restated Articles of Incorporation to effect a reverse stock split of our issued and outstanding common stock by a ratio of not less than 1-for-8 and not more than 1-for-20 at any time prior to September 15, 2017, with the exact ratio to be set at a whole number within this range as determined by the Board of Directors. The vote for such approval was 55,158,071 shares for, 2,498,416 shares against, 18,529 shares abstaining, and 0 shares of broker non-votes.

	·	Approved on a non-binding advisory basis, the compensation of our named executive officers. The vote for such approval was 56,083,789 shares for, 2,290 shares against, 1,100 shares abstaining, and 1,587,837 shares of broker non-votes.

	·	Approved on a non-binding advisory basis, the frequency with which future advisory votes on executive compensation should be held every third year. The shareholders were voting on either one, two or three years for frequency with which future advisory votes on executive compensation should be held. The vote for one year was 2,350 shares for, 44,872 shares for two years, 55,979,957 shares for three years, and 60,000 shares abstaining. A majority of the votes cast were for a non-binding approval of executive compensation every three years.

	·	Approved a change in the state of incorporation of the Company to Delaware from Nevada, if at all, on or before September 15, 2017, by merging the Company with and into a newly formed Delaware subsidiary, pursuant to an agreement and plan of merger, in connection with which the Certificate of Incorporation and Bylaws of the Delaware corporation shall become the Certificate of Incorporation and Bylaws of the Company. The vote for such approval was 56,085,929 shares for, 0 shares against, 1,250 shares abstaining, and 1,587,837 shares of broker non-votes.

Exhibit No.		Description of Exhibit

3.1		Certificate of Amendment to Articles of Incorporation of Citius Pharmaceuticals, Inc., effective September 16, 2016.

	CITIUS PHARMACEUTICALS, INC.

Date: September 21, 2016	By:	/s/ Myron Holubiak
		Myron Holubiak
		President and Chief Executive Officer

	1.	The name of the corporation is Citius Pharmaceuticals, Inc. (the “Corporation”).

	2.	The following amendment to the Corporation’s Articles of Incorporation was adopted by the Board of Directors and by majority consent of the stockholders of the Corporation in the manner prescribed by applicable law.

		Article FOURTH is hereby amended and restated to read in its entirety as follows: “ The total number of shares of capital stock which may be issued by the Corporation is two hundred ten million (210,000,000), of which two hundred million (200,000,000) shares shall be common stock of the par value of $0.001 per shares (the “Common Stock”) and ten million (10,000,000) shares shall be preferred stock of the par value of $0.001 per share (the “Preferred Stock”), which Preferred Stock shall be issued from time to time in one or more series, with such distinctive serial designations as shall be stated and expressed in the resolution or resolutions providing for the issue of such shares from time to time adopted by the Board; and in such resolution or resolutions providing for the issue of shares of each particular series, the Board is expressly authorized to fix the annual rate or rates of dividends for the particular series; the dividend payment dates for the particular series and the date from which dividends on all shares of such series issued prior to the record date for the first dividend payment date shall be cumulative; the redemption price or prices for the particular series; the voting powers for the particular series; the rights, if any, of holders of the shares of the particular series to convert the same into shares of any other series or class or other securities of the corporation, with any provisions for the subsequent adjustment of such conversion rights; and to classify or reclassify any unissued preferred shares by fixing or altering from time to time any of the foregoing rights, privileges and qualifications. All shares of the Preferred Stock of any one series shall be identical with each other in all respects, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall be cumulative; and all shares of Preferred Stock shall be of equal rank, regardless of series, and shall be identical in all respects except as to the particulars fixed by the Board as hereinabove provided or as fixed herein.”

	3.	The number of shares of the Corporation outstanding and entitled to vote at the time of the adoption of said amendment was 73,038,061.

	4.	The vote by which the stockholders holding shares in the Corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the Articles of Incorporation, have voted in favor of the amendment is 78.74%.

	5.	These Articles of Amendment will be effective upon filing.

	CITIUS PHARMACEUTICALS, INC.

	By:	/s/ Myron Holubiak
		Myron Holubiak,
		President and Chief Executive Officer