Sec Form 4 Filing - Mazur Leonard L @ Citius Pharmaceuticals, Inc. - 2021-07-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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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 X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) C/O CITIUS PHARMACEUTICALS, INC., 11 COMMERCE DRIVE, 1ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/22/2021 (Street) CRANFORD, NJ07016 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10,255,343 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Options to Purchase Common Stock ( 1 ) $ 3.45 ( 1 ) 09/13/2027 Common Stock 40,000 40,000 D Warrant to Purchase Common Stock ( 2 ) $ 4.125 ( 2 ) 08/08/2022 Common Stock 421,400 421,400 D Warrant to Purchase Common Stock ( 2 ) $ 4.125 ( 2 ) 08/08/2022 Common Stock 11,000 11,000 D Options to Purchase Common Stock ( 3 ) $ 6.75 ( 3 ) 09/12/2024 Common Stock 220,000 220,000 D Warrant to Purchase Common Stock ( 2 ) $ 4.63 ( 2 ) 06/19/2023 Common Stock 106,553 106,553 D Warrant to Purchase Common Stock ( 2 ) $ 2.86 ( 2 ) 09/29/2023 Common Stock 167,504 167,504 D Warrant to Purchase Common Stock ( 2 ) $ 1.15 ( 2 ) 08/14/2023 Common Stock 3,137,255 3,137,255 D Options to Purchase Common Stock ( 4 ) $ 1.62 ( 4 ) 09/04/2028 Common Stock 150,000 150,000 D Warrant to Purchase Common Stock ( 2 ) $ 1.42 ( 2 ) 04/05/2024 Common Stock 1,165,048 1,615,048 D Warrant to Purchase Common Stock ( 2 ) $ 0.77 ( 2 ) 09/27/2024 Common Stock 2,234,700 2,234,700 D Options to Purchase Common Stock ( 5 ) $ 0.67 ( 5 ) 10/08/2029 Common Stock 175,000 175,000 D Options to Purchase Common Stock ( 6 ) $ 1.01 ( 6 ) 10/06/2030 Common Stock 200,000 200,000 D Options to Purchase Common Stock ( 7 ) $ 2 07/22/2021 A 300,000 ( 7 ) 07/22/2031 Common Stock 300,000 $ 0 300,000 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, NJ07016 X X Executive Chairman Signatures /s/ Alexander M. Donaldson, by power of attorney 07/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )One-third of the shares of the Company's common stock underlying the grant vest on the first anniversary of the vesting commencement date, September 13, 2018. The remaining shares of the Company's common stock underlying the grant vest in equal monthly installments at the end of each month for two years following the initial vest, provided the Reporting Person continues to serve as a member of the Company's Board of Directors as of each such vesting date. ( 2 )The warrant is fully vested and exercisable immediately. ( 3 )The option vested as to 40% of the shares of the Company's common stock on September 12, 2014 and 15% of the shares on each of September 12, 2015, March 12 and September 12, 2016 and September 12, 2017. ( 4 )One-third of the shares of the Company's common stock underlying the grant vest on each of the one-year, two-year and three-year anniversary of the vesting commencement date, September 4, 2018, provided that the Reporting Person provides continuous services to the Company as of each such vesting date. ( 5 )The options were granted on October 8, 2019. 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 were granted on October 6, 2020. 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. ( 7 )The options were granted on July 22, 2021. 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.

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