SEC Form 4 · accession 0001477932-16-009576
Citius Pharmaceuticals, Inc. · CTXR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Myron Z Holubiak
Officer — President and CEO · Director
Period of report
Mar 30, 2016
Accepted (ET)
Apr 8, 2016 · 9:53 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001506251
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 30, 2016 | J | 7,754,497 | $0.00 | A | 7,754,497 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant to Purchase Common StockF2,F3 | $0.00 | Mar 30, 2016 | J | 0 | A | — | — | Common Stock | 0 | 694,217 | D |
Explanation of responses
- F1Represents shares of the Issuer issued pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of March 30, 2016 by and among the Issuer, Citius LMB Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Issuer and Leonard-Meron Biosciences, Inc., a Delaware corporation ("LMB"). Pursuant to the terms of the Merger Agreement, each share of common stock of LMB and each convertible note of LMB was converted into shares of the Issuer's common stock.
- F2On June 12, 2014, the Reporting Person was granted a five-year warrant to purchase 162,500 shares of LMB Series A Preferred Stock at an exercise price of $0.75 per share. Pursuant to the Merger Agreement, the warrant was converted into a warrant to purchase 294,217 shares of the Issuer's common stock at a per share exercise price of $0.41. The warrant is fully vested and exercisable immediately.
- F3Includes an option to purchase 400,000 shares of the Issuer's common stock at an exercise price of $0.54 per share granted to the Reporting Person on October 1, 2015 pursuant to the Issuer's 2014 Stock Incentive Plan. The option was previously reported on a Form 3 filed with the Commission on behalf of the Reporting Person on October 27, 2015.