UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 7, 2016
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Citius Pharmaceuticals, Inc. |
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(Exact name of registrant as specified in its charter |
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Nevada
(State or other jurisdiction of incorporation)
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333-206903 |
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27-3425913 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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11 Commerce Drive, 1st Floor Cranford, NJ |
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07016 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant's telephone number, including area code (908) 967-6677
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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))
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Item 1.01 Entry into a Material Definitive Agreement
On September 7, 2016, Citius Pharmaceuticals, Inc. (the “Company”) executed a demand promissory note in favor of Leonard Mazur (“Lender”) in the principal amount of $500,000 (the “Note”). The Note bears interest at the “Prime Rate” as published in the Wall Street Journal on the last day of the month plus 1%, and matures on the earlier of December 31, 2016 and demand by the Lender.
The Lender, Leonard Mazur, is our Executive Chairman and Secretary and a director of the Company.
The description of the Note is qualified in its entirety by reference to the full text of the Note, which is incorporated by reference herein. A copy of the Note is included herein as Exhibit 10.1.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No. |
Description of Exhibit |
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10.1 |
Demand Promissory Note dated September 7, 2016 by and between Citius Pharmaceuticals, Inc. and Leonard Mazur. |
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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: October 12, 2016 | By: | /s/ Myron Holubiak | |
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Myron Holubiak | |
| President and Chief Executive Officer | |||
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EXHIBIT 10.1
DEMAND PROMISSORY NOTE
U.S. $500,000.00
Dated: 09/07/16
FOR VALUE RECEIVED, the undersigned, Citius Pharmaceuticals, Inc. (the “Company”), hereby promises to pay to Leonard Mazur, or registered assigns (the “Lender”), on the Maturity Date (as hereafter defined), such principal sum of $500,000.00.
1. Interest. The Company shall also pay interest (calculated on the basis of a 360-day year of twelve 30-day months) on such principal amount or the portion thereof from time to time outstanding hereunder at a rate of “Prime Rate”, as published in the Wall Street Journal on the last day of each month plus 1%; but in no event shall the interest exceed the maximum rate of nonusurious interest permitted by law to be paid by the Lender (and to the extent permitted by law, interest on any overdue principal or interest thereon).
2. Approved Notation By Lender. The Company hereby appoints the Lender as its agent to make an appropriate notation on the Loan and Repayment Schedule (or on a continuation of such schedules) evidencing the date and the amount of each loan, the date and amount of accrued interest added to the outstanding principal balance hereof, the date and amount of any principal repayment made hereunder or other information provided for on the Loan and Repayment Schedule. Such endorsement shall constitute prima facie evidence of the accuracy of the information set forth thereon; provided, however, that the failure of the Lender to make such a notation or any error in such notation shall not affect the obligations of the Company to repay this Note in accordance with its terms.
3. Maturity Date. For purposes of this Note, “Maturity Date” shall mean the earlier to occur of 12/31/16 or demand by the Lender. Notwithstanding the foregoing, the undersigned shall have the right to prepay at any time, and from time to time, without premium or penalty all or any portion of the principal due hereunder.
4. Payments. Payments shall be made by (a) check or wire transfer made payable to the Lender, (b) an assignment of certain assets, or (c) by a combination of the foregoing. All payments hereon shall be applied first, to costs and expenses and other amounts owing to the Lender under this Note; second, to accrued interest then payable; and third, to principal. The Lender shall have full recourse against the undersigned.
5. Waivers. The Company hereby waives, presentment, protest, demand for payment, notice of dishonor and all other notices or demands in connection with the delivery, acceptance, performance, default or endorsement of this Note. No waiver by the Lender of any default shall be effective unless in writing nor shall it operate as a waiver of any other default or of the same default on a future occasion.
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6. Miscellaneous
6.1. Successors and Assigns. This Note shall be binding upon the Company and its successors and assigns.
6.2. Costs of Collection. The Company agrees to pay all costs of collection of this Note, including, without limitation, reasonable attorneys’ fees and costs, in the event it is not paid when due.
6.3. Amendments. This Note may be amended and modified only by a writing executed by the Company and the holder hereof.
6.4. Severability. In the event that any one or more provisions of this Note shall be held to be illegal, invalid or otherwise unenforceable, the same shall not affect any other provision of this Note and the remaining provisions of this Note shall remain in full force and effect.
6.5. Governing Law. This Note shall be construed in accordance with, and all actions hereunder shall be governed by, the laws of the State of New Jersey, without giving effect to principles thereof relating to conflicts of law.
In Witness hereof, this Demand Promissory Note is executed as of the date set forth above.
| Citius Pharmaceuticals, Inc. | ||
| By: | /s/ Myron Holubiak | |
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Name: |
Myron Holubiak | |
| Title: | CEO | |
| Address: | 11 Commerce Drive, Cranford, NJ 07016 | |
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| Lender : |
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By: |
/s/ Leonard Mazur |
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Name: |
Leonard Mazur |
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Address: |
32 Arden Road, Mountain Lakes, NJ 07046 |
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