SEC Form 4 · accession 0001477932-17-003817
Citius Pharmaceuticals, Inc. · CTXR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Leonard L Mazur
Officer — Executive Chairman · Director · 10% Owner
Period of report
Aug 8, 2017
Accepted (ET)
Aug 10, 2017 · 6:07 pm 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 Stock | Aug 8, 2017 | P | 421,400 | $4.125 | A | 1,779,663 | D | |
| Common Stock | Aug 8, 2017 | C | 1,547,067 | $3.09 | A | 3,326,730 | 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 StockF1 | $4.125 | Aug 8, 2017 | P | 421,400 | A | Feb 8, 2018 | Aug 8, 2022 | Common Stock | 421,400 | 421,400 | D |
| Convertible Promissory NoteF2 | $3.09 | Aug 8, 2017 | A | 1,547,067 | A | Aug 8, 2017 | Dec 31, 2017 | Common Stock | 1,547,067 | 1,547,067 | D |
| Convertible Promissory NoteF2 | $3.09 | Aug 8, 2017 | C | 1,547,067 | D | Aug 8, 2017 | Dec 31, 2017 | Common Stock | 1,547,067 | 0 | D |
| Warrant to Purchase Common StockF3,F2 | $6.15 | holding | — | — | — | — | Jun 12, 2019 | Common Stock | 19,614 | 19,614 | D |
| Warrant to Purchase Common StockF3,F2 | $9.90 | holding | — | — | — | — | Sep 30, 2019 | Common Stock | 3,171 | 3,171 | D |
| Warrant to Purchase Common StockF3,F2 | $9.90 | holding | — | — | — | — | Jan 8, 2020 | Common Stock | 4,984 | 4,984 | D |
| Warrant to Purchase Common StockF3,F2 | $7.50 | holding | — | — | — | — | Aug 18, 2020 | Common Stock | 35,211 | 35,211 | D |
| Warrant to Purchase Common StockF3,F2 | $7.50 | holding | — | — | — | — | Nov 2, 2020 | Common Stock | 20,783 | 20,783 | D |
| Warrant to Purchase Common StockF3,F2 | $7.50 | holding | — | — | — | — | Nov 20, 2020 | Common Stock | 20,664 | 20,664 | D |
| Warrant to Purchase Common StockF3,F2 | $7.50 | holding | — | — | — | — | Jan 8, 2021 | Common Stock | 13,679 | 13,679 | D |
| Warrant to Purchase Common StockF3,F2 | $7.50 | holding | — | — | — | — | Mar 14, 2021 | Common Stock | 4,210 | 4,210 | D |
| Warrant to Purchase Common StockF3,F2 | $6.15 | holding | — | — | — | — | Mar 15, 2021 | Common Stock | 18,106 | 18,106 | D |
| Options to Purchase Common StockF4,F3 | $6.75 | holding | — | — | — | — | Sep 12, 2024 | Common Stock | 220,000 | 220,000 | D |
Explanation of responses
- F1On August 8, 2017, the Reporting Person purchased a five-year warrant to purchase 421,400 shares of the Company's common stock at an exercise price of $4.125 per share. The warrant is fully vested and exercisable six months from August 8, 2017.
- F2On August 8, 2017, the Reporting Person converted $4,710,000 of outstanding convertible promissory notes and accrued interest of $76,240 into shares of common stock at a conversion price per share of $3.09, which was 75% of the price per share paid by investors in the Company's public offering that was completed on August 8, 2017 as set forth in the terms of the convertible promissory notes.
- F3The warrant is fully vested and exercisable immediately.
- F4The option vests 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. The option was issued pursuant to the Company's 2014 Stock Incentive Plan.
Remarks
* All numbers reflect a 1-for-15 reverse stock split on June 9, 2017.