Citius (CTXR) Form 4: Warrant Amendments and Insider Disposal Details

Rhea-AI Filing Summary

Myron Z. Holubiak, Vice Chairman and a director of Citius Pharmaceuticals (CTXR), reported the disposition of 79,690 shares of common stock and amendments to two outstanding warrants on 08/08/2025. The warrant amendments cancelled the prior warrants and granted replacement warrants exercisable into 31,373 and 22,344 shares, each extended by one year.

The filing lists multiple stock options and warrants remaining beneficially owned by the reporting person, including direct options exercisable into a total of 107,667 common shares and warrants covering 53,717 common shares. Certain options are held indirectly by the reporting person’s daughter and are disclaimed. All share amounts reflect the 1-for-25 reverse stock split effective November 22, 2024.

Positive

• Retains substantial derivative positions: direct stock options exercisable into 107,667 shares and replacement warrants covering 53,717 shares
• Several options are vested and exercisable immediately, preserving potential alignment with long-term shareholder value

Negative

• Disposition of 79,690 common shares reported, representing insider selling of company stock
• Two warrants were amended to extend termination dates by one year, replacing old warrants and potentially delaying exercise-related proceeds

Insights

Securities Analyst

TL;DR: Insider sold 79,690 shares and had two warrants amended, while retaining significant options and warrants exposure.

The disposal of 79,690 common shares is a clear, reportable insider sale and reduces the reporting person’s direct common-stock holdings. Concurrently, the reporting person’s existing warrants were amended—old instruments cancelled and replacement warrants granted—extending exercise windows by one year for instruments covering 31,373 and 22,344 shares. The filing also shows substantial derivative exposure, with direct options exercisable into 107,667 shares and replacement warrants covering 53,717 shares. For analysts, the combination of a direct sale and continued large derivative positions is a mixed signal: near-term liquidity has been realized while long-term upside via options/warrants remains intact.

Corporate Governance Expert

TL;DR: Director/officer reported routine Section 16 activity: a significant disposition plus warrant amendments and notable retained equity incentives.

The filer is identified as both a director and Vice Chairman, making these transactions material under insider-reporting rules. The warrant amendments replaced expiring instruments with new warrants, shifting potential dilutive events forward by one year. Several stock options are noted as vested and exercisable immediately, while a subset of options is held indirectly by a family member and explicitly disclaimed. The filing properly discloses the changes and the reverse-split adjustment; governance committees will likely note the insider sale and the extended warrant exercise timeline when assessing executive equity alignment.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HOLUBIAK MYRON Z

(Last) (First) (Middle)

C/O CITIUS PHARMACEUTICALS, INC.

11 COMMERCE DRIVE, 1ST FLOOR

(Street)

CRANFORD NJ 07016

(City) (State) (Zip)

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		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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								79,690	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	$28.75	08/08/2025		D(1)			31,373	(1)	08/14/2025	Common Stock	31,373	(1)	0	D
Warrant to Purchase Common Stock(1)	$28.75	08/08/2025		A(1)		31,373		(1)	08/14/2026	Common Stock	31,373	(1)	31,373	D
Warrant to Purchase Common Stock(2)	$19.25	08/08/2025		D(2)			22,344	(2)	09/27/2025	Common Stock	22,344	(2)	0	D
Warrant to Purchase Common Stock(4)	$19.25	08/08/2025		A(2)		22,344		(2)	09/27/2026	Common Stock	22,344	(2)	22,344	D
Stock Option (Right to Purchase Common Stock)	$9.5							(3)	11/07/2034	Common Stock	14,000		14,000	D
Stock Option (Right to Buy)	$9.5							(4)	11/07/2034	Common Stock	3,000		3,000	I	See footnote(4)
Stock Option (Right to Purchase Common Stock)	$17.5							(5)	10/10/2033	Common Stock	16,000		16,000	D
Stock Option (Right to Purchase Common Stock)	$31.25							(6)	10/04/2032	Common Stock	16,000		16,000	D
Stock Option (Right to Purchase Common Stock)	$51							(7)	10/11/2031	Common Stock	26,000		26,000	D
Stock Option (Right to Purchase Common Stock)	$51							(4)	10/11/2031	Common Stock	600		600	I	See footnote(4)
Stock Option (Right to Purchase Common Stock)	$50							(7)	07/22/2031	Common Stock	12,000		12,000	D
Stock Option (Right to Purchase Common Stock)	$50							(4)	07/22/2031	Common Stock	400		400	I	See footnote(4)
Stock Option (Right to Purchase Common Stock)	$25.25							(7)	10/06/2030	Common Stock	8,000		8,000	D
Stock Option (Right to Purchase Common Stock)	$16.75							(7)	10/08/2029	Common Stock	7,000		7,000	D
Stock Option (Right to Purchase Common Stock)	$40.5							(7)	09/04/2028	Common Stock	6,000		6,000	D
Stock Option (Right to Purchase Common Stock)	$86.25							(7)	09/13/2027	Common Stock	1,600		1,600	D
Stock Option (Right to Purchase Common Stock)	$202.5							(7)	10/01/2025	Common Stock	1,067		1,067	D

Explanation of Responses:

1. The two reported transactions involved an amendment of an outstanding warrant to extend the termination date from August 14, 2025 to August 14, 2026, which resulted in the cancellation of the "old" warrant and the grant of a replacement warrant. The warrant was originally issued on August 13, 2018 and was exercisable immediately.

2. The two reported transactions involved an amendment of an outstanding warrant to extend the termination date from September 27, 2025 to September 27, 2026, which resulted in the cancellation of the "old" warrant and the grant of a replacement warrant. The warrant was originally issued on September 27, 2019 and was exercisable immediately.

3. The options were granted on November 7, 2024. 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.

4. The options are held by the Reporting Person's daughter. The Reporting Person disclaims beneficial ownership in these shares.

5. The options were granted on October 10, 2023. 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 4, 2022. 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 are vested in full and exercisable immediately.

Remarks:

All share amounts reflect the 1-for-25 reverse stock split effective November 22, 2024.

	/s/ Alexander M. Donaldson, by power of attorney	08/12/2025
	** Signature of Reporting Person	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did CTXR insider Myron Holubiak report on Form 4?

He reported a disposition of 79,690 common shares, amendments cancelling two existing warrants and granting replacement warrants exercisable into 31,373 and 22,344 shares, and disclosed multiple stock options.

How many shares were disposed of by the reporting person (CTXR)?

The Form 4 shows a disposition of 79,690 shares of common stock.

What changed with the warrants in the filing?

Two outstanding warrants were amended: the 31,373-share warrant (originally issued August 13, 2018) and the 22,344-share warrant (originally issued September 27, 2019) were cancelled and replaced with new warrants extended by one year (new expirations August 14, 2026 and September 27, 2026).

How many option shares does the reporting person directly control?

The filing lists direct stock options exercisable into a total of 107,667 common shares across various strike prices and expiration dates.

Does the reporting person disclaim any beneficial ownership?

Yes. A subset of options (for example 3,000, 600, and 400 option shares) are held by the reporting person’s daughter and the reporting person disclaims beneficial ownership of those shares.

Are share amounts adjusted for any corporate actions?

Yes. The Form notes that all share amounts reflect the 1-for-25 reverse stock split effective November 22, 2024.