Sec Form 4 Filing - HOLUBIAK MYRON Z @ Citius Pharmaceuticals, Inc. - 2019-10-08

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 HOLUBIAK MYRON Z 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) President and CEO (Last) (First) (Middle) C/O CITIUS PHARMACEUTICALS, INC., 11 COMMERCE DRIVE, 1ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/08/2019 (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 1,992,243 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 Warrant to Purchase Common Stock ( 1 ) $ 1.15 ( 1 ) 08/14/2023 Common Stock 784,314 784,314 ( 2 ) D Options to Purchase Common Stock ( 3 ) $ 8.1 ( 3 ) 10/01/2025 Common Stock 26,667 26,667 D Options to Purchase Common Stock ( 4 ) $ 3.45 ( 4 ) 09/13/2027 Common Stock 40,000 40,000 D Warrant to Purchase Common Stock ( 1 ) $ 6.21 ( 1 ) 06/12/2019 Common Stock 19,615 19,615 D Options to Purchase Common Stock ( 5 ) $ 1.62 ( 5 ) 09/04/2028 Common Stock 150,000 150,000 D Warrant to Purchase Common Stock ( 1 ) $ 1.42 ( 1 ) 04/05/2021 Common Stock 129,450 129,450 ( 2 ) D Warrant to Purchase Common Stock ( 1 ) $ 0.77 ( 1 ) 09/27/2024 Common Stock 558,597 558,597 ( 2 ) D Options to Purchase Common Stock $ 0.67 10/08/2019 A 175,000 ( 6 ) 10/08/2029 Common Stock 175,000 $ 0 175,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOLUBIAK MYRON Z C/O CITIUS PHARMACEUTICALS, INC. 11 COMMERCE DRIVE, 1ST FLOOR CRANFORD, NJ07016 X X President and CEO Signatures /s/ Alexander M. Donaldson, by power of attorney 10/10/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The warrant is fully vested and exercisable immediately. ( 2 )The purchase price of the warrants was included in the purchase price of the common stock reported in Table I. ( 3 )The option granted vested and became exercisable as follows: the option to purchase 2,667 shares of common stock of the Company (the "Common Stock") vested on October 1, 2015, and the balance of the option to purchase shares of Common Stock vested in twelve (12) equal installments commencing on December 31, 2015. ( 4 )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. ( 5 )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. ( 6 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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