Citius Pharmaceuticals, Inc. (Form: 8-K, Received: 06/08/2017 17:02:05)

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) June 7, 2017

Citius Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Nevada

333-206903

27-3425913

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

11 Commerce Drive, 1st Floor

Cranford, NJ

07016

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code (908) 967-6677

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

On June 7, 2017, Citius Pharmaceuticals, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada (the “Amendment”) to effectuate a reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of common stock on a 1-for-15 basis. The Reverse Stock Split becomes effective on June 9, 2017 (the “Effective Date”). As of the Effective Date, every 15 shares of issued and outstanding common stock will be converted into one share of common stock. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, a holder of record of common stock on the Effective Date who would otherwise be entitled to a fraction of a share will, in lieu thereof, be entitled to receive a whole share of common stock.

All options, warrants and convertible securities of the Company outstanding immediately prior to the Reverse Stock Split will be proportionately adjusted for the Reverse Stock Split by dividing the number of shares of common stock into which the options, warrants and convertible securities are exercisable or convertible by 15 and multiplying the exercise or conversion price thereof by 15.

As reported on the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2016, the Company’s shareholders authorized the Company’s Board of Directors to effect a reverse stock split of the Company’s common stock in a ratio in the range of not less than 1-for-8 and not more than 1-for-20 at any time prior to September 15, 2017. Thereafter, the Company’s Board of Directors determined to effect the Reverse Stock Split and authorized the implementation of the Reverse Stock Split and filing of the Amendment.

The forgoing description is a summary only, does not purport to set forth the complete terms of the Amendment, and is qualified in its entirety by reference to the Amendment filed as Exhibit 3.1 to this Current Report on Form 8-K.

On June 8, 2017, we issued a press release with respect to the Reverse Stock Split described above, a copy of which is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description of Exhibit

3.1

Certificate of Amendment of the Amended and Restated Articles of Incorporation of Citius Pharmaceuticals, Inc. effective June 9, 2017.

99.1

Press Release dated June 8, 2017.

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: June 8, 2017
By: /s/ Myron Holubiak

Myron Holubiak

President and Chief Executive Officer

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF

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 of the Corporation and by majority consent of the stockholders of the Corporation in the manner prescribed by applicable law.

Article FOURTH is hereby amended by inserting the following at the end of such Article:

“Effective immediately upon the filing of this Certificate of Amendment to Articles of Incorporation with the Secretary of State of the State of Nevada (the “Effective Time”), the shares of Common Stock and Preferred Stock issued and outstanding immediately prior to the Effective Time and the shares of Common Stock and Preferred Stock issued and held in the treasury of the Corporation immediately prior to the Effective Time are reclassified into a larger number of shares such that each fifteen (15) shares of issued Common Stock immediately prior to the Effective Time is reclassified into one (1) share of Common Stock and each fifteen (15) shares of issued Preferred Stock immediately prior to the Effective Time is reclassified into one (1) share of Preferred Stock. Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in lieu thereof, upon surrender after the Effective Time of a certificate which formerly represented shares of Common Stock or Preferred Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock or Preferred Stock, as appropriate, as a result of the reclassification, following the Effective Time, shall be entitled to receive a whole share in lieu of the fraction to which such holder would otherwise be entitled, immediately following the Effective Time.

Each stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock or Preferred Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock or Preferred Stock, as appropriate, after the Effective Time into which the shares of Common Stock or Preferred Stock, as appropriate, formerly represented by such certificate shall have been reclassified (as well as the right to receive a whole share in lieu of fractional shares of Common Stock or Preferred Stock after the Effective Time), provided, however, that each person of record holding a certificate that represented shares of Common Stock or Preferred Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, either a new certificate evidencing and representing the number of whole shares of Common Stock or Preferred Stock, as appropriate, after the Effective Time into which the shares of Common Stock or Preferred Stock, as appropriate, formerly represented by such certificate shall have been reclassified or evidence that the Corporation’s transfer agent has registered in electronic or “book entry” format the number of whole shares of Common Stock or Preferred Stock, as appropriate, after the Effective Time into which the shares of Common Stock or Preferred Stock, as appropriate, formerly represented by such certificate shall have been reclassified.”

3. The number of shares of the Corporation outstanding and entitled to vote at the time of the adoption of said amendment on September 15, 2016 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 76%.

5. This Certificate of Amendment will be effective at 12:01 a.m. on June 9, 2017.

This the 7th day of June, 2017.

CITIUS PHARMACEUTICALS, INC.

By: /s/ Myron Holubiak

Myron Holubiak

Chief Executive Officer

EXHIBIT 99.1

Citius Pharmaceuticals Announces Reverse Stock Split

Management will seek to secure listing on a senior exchange

CRANFORD, N.J., June 8, 2017 – Citius Pharmaceuticals, Inc. (“Citius”) (OTC BB: CTXR), a specialty pharmaceutical company focused on critical care drug products, announced today a reverse stock split of its outstanding common stock at a ratio of 1-for-15 effective at market open on Friday June 9, 2017. The reverse stock split will reduce the number of outstanding shares of the Company's common stock from approximately 75.8 million shares to approximately 5.05 million shares. Upon completion of the split, management will seek to secure listing on a senior exchange. A senior exchange listing would allow us to attract a broader range of investors and to increase share liquidity.

The reverse stock split will be effective with FINRA (the Financial Industry Regulatory Authority) and in the marketplace at the open of business June 9, 2017, whereupon the stock will begin trading on a split-adjusted basis. The Company's trading symbol on June 9, 2017 will temporarily change to “CTXRD" and continue for a period of 20 business days from that date, after such time, the symbol will revert to the original symbol of "CTXR".

The Company has retained its transfer agent, VStock Transfer LLC, to act as its exchange agent for the reverse stock split. VStock Transfer LLC, will provide stockholders of record as of the effective time with a letter of transmittal providing instructions for the exchange of their stock certificates. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to brokers' particular processes, and will not be required to take any action in connection with the reverse stock split.

As a result of the reverse stock split, each 15 shares of common stock held by each stockholder will be converted automatically into one share of common stock, with fractional shares rounded up to the next whole share. No fractional shares will be issued, and no cash or other consideration will be paid. The Company`s stockholders at the 2016 Annual Meeting of Stockholders held on September 9, 2016 authorized the Company’s Board of Directors to effect a reverse stock split of the Company’s common stock in a ratio in a range of not less than 1-for-8 and not more than 1-for-20, and the specific ratio of 1-for-15 was subsequently approved by the Company's Board of Directors.

Stockholders who are holding their shares in electronic form at their brokerage firms do not have to take any action as the effects of the reverse stock split will automatically be reflected in their brokerage accounts. No further action is required for stockholders holding paper certificates. Certificates representing pre-split holdings will be deemed to represent the stockholder's post-split holdings until the stockholder presents the certificate to the transfer agent, whose contact information appears below.

For additional information regarding the reverse stock split, please reference the Company's Definitive Proxy Statement filed with the SEC on August 11, 2016.

About Citius Pharmaceuticals, Inc.

Citius is a specialty pharmaceutical company dedicated to the development and commercialization of critical care products with a focus on anti-infectives, cancer care and unique prescription products using innovative, patented or proprietary formulations of previously approved active pharmaceutical ingredients. We seek to achieve leading market positions by providing therapeutic products that address unmet medical needs. By using previously approved drugs with substantial safety and efficacy data, we seek to reduce the risks associated with pharmaceutical product development and regulatory requirements. We focus on developing products that have intellectual property protection and competitive advantages to existing therapeutic approaches. www.citiuspharma.com

Safe Harbor

This press release may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are made based on our expectations and beliefs concerning future events impacting Citius. You can identify these statements by the fact that they use words such as "will," "anticipate," "estimate," "expect," "should," and "may" and other words and terms of similar meaning or use of future dates. Forward-looking statements are based on management's current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from those currently anticipated are: risks related to our growth strategy; risks relating to the results of research and development activities; uncertainties relating to preclinical and clinical testing; the early stage of products under development; our ability to secure listing on a senior exchange; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; our ability to identify, acquire, close and integrate product candidates and companies successfully and on a timely basis; our dependence on third-party suppliers; our ability to attract, integrate, and retain key personnel; our need for substantial additional funds; government regulation; patent and intellectual property matters; competition; as well as other risks described in our SEC filings. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.

For additional information, please contact:

Andrew Scott

Vice President, Corporate Development

646-522-8410; ascott@citiuspharma.com

Exhibit No.		Description of Exhibit
3.1		Certificate of Amendment of the Amended and Restated Articles of Incorporation of Citius Pharmaceuticals, Inc. effective June 9, 2017.

99.1		Press Release dated June 8, 2017.

	CITIUS PHARMACEUTICALS, INC.

Date: June 8, 2017	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 of the Corporation and by majority consent of the stockholders of the Corporation in the manner prescribed by applicable law.

		Article FOURTH is hereby amended by inserting the following at the end of such Article:

		“Effective immediately upon the filing of this Certificate of Amendment to Articles of Incorporation with the Secretary of State of the State of Nevada (the “Effective Time”), the shares of Common Stock and Preferred Stock issued and outstanding immediately prior to the Effective Time and the shares of Common Stock and Preferred Stock issued and held in the treasury of the Corporation immediately prior to the Effective Time are reclassified into a larger number of shares such that each fifteen (15) shares of issued Common Stock immediately prior to the Effective Time is reclassified into one (1) share of Common Stock and each fifteen (15) shares of issued Preferred Stock immediately prior to the Effective Time is reclassified into one (1) share of Preferred Stock. Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in lieu thereof, upon surrender after the Effective Time of a certificate which formerly represented shares of Common Stock or Preferred Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock or Preferred Stock, as appropriate, as a result of the reclassification, following the Effective Time, shall be entitled to receive a whole share in lieu of the fraction to which such holder would otherwise be entitled, immediately following the Effective Time.

		Each stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock or Preferred Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock or Preferred Stock, as appropriate, after the Effective Time into which the shares of Common Stock or Preferred Stock, as appropriate, formerly represented by such certificate shall have been reclassified (as well as the right to receive a whole share in lieu of fractional shares of Common Stock or Preferred Stock after the Effective Time), provided, however, that each person of record holding a certificate that represented shares of Common Stock or Preferred Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, either a new certificate evidencing and representing the number of whole shares of Common Stock or Preferred Stock, as appropriate, after the Effective Time into which the shares of Common Stock or Preferred Stock, as appropriate, formerly represented by such certificate shall have been reclassified or evidence that the Corporation’s transfer agent has registered in electronic or “book entry” format the number of whole shares of Common Stock or Preferred Stock, as appropriate, after the Effective Time into which the shares of Common Stock or Preferred Stock, as appropriate, formerly represented by such certificate shall have been reclassified.”

	3.	The number of shares of the Corporation outstanding and entitled to vote at the time of the adoption of said amendment on September 15, 2016 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 76%.

	5.	This Certificate of Amendment will be effective at 12:01 a.m. on June 9, 2017.

	This the 7th day of June, 2017.