[Form 4] Citius Pharmaceuticals, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Citius Pharmaceuticals (CTXR) director and CEO Leonard L. Mazur reported multiple changes to his holdings on Form 4 dated 08/08/2025. He disposed of 410,214 shares of common stock. Two outstanding warrants were amended: a $28.75 warrant for 125,490 shares had its termination extended from 08/14/2025 to 08/14/2026 (old warrant cancelled and replacement granted), and a $19.25 warrant for 89,388 shares was similarly extended from 09/27/2025 to 09/27/2026. The filing lists multiple outstanding stock options totaling 129,600 shares across various strike prices, all held directly. All share amounts reflect a 1-for-25 reverse split effective 11/22/2024.

Positive

• Warrant termination dates were extended for replacement warrants covering 125,490 and 89,388 shares, giving more time for potential exercise.
• Stock options totaling 129,600 shares are documented with clear vesting or fully vested status, providing transparency on insider compensation.

Negative

• Disposition of 410,214 common shares by the CEO/director reduced his direct equity stake.
• Replacement of warrants preserves the insider's optionality and may delay potential dilution timing for public shareholders.

Insights

Securities Analyst

TL;DR: Insider sale of 410,214 shares reduces direct ownership; warrant extensions prolong potential future dilution.

Leonard Mazur, serving as both director and CEO, reported a material disposal of 410,214 common shares, which is a straightforward reduction in his direct equity stake. Concurrently, two historic warrants were cancelled and replaced with identical-sized warrants extended by one year, increasing the window for potential exercise and any resulting dilution. The listed stock options totaling 129,600 shares remain outstanding and largely vested or subject to standard vesting schedules. Overall, the transactions are notable for governance transparency but are mixed in investor implications: an outright sale today versus extended optionality for future conversions.

Corporate Governance Expert

TL;DR: Insider disposition is a negative signal; warrant extensions may benefit the insider but delay realization for other holders.

The reported disposal of 410,214 shares by the CEO/director is a clear transfer of economic exposure out of his direct holdings and can be perceived negatively by investors monitoring insider alignment. Amending and replacing two outstanding warrants to extend termination dates effectively grants additional time for exercise, which preserves potential value for the holder and can postpone dilution timing. The filing documents direct ownership and standard option grants with typical vesting schedules. From a governance perspective, these combined actions warrant attention to insider intent and timing but do not, by themselves, indicate a regulatory or compliance issue.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Mazur Leonard L

(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)
	Chief Executive Officer

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								410,214	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)			125,490	(1)	08/14/2025	Common Stock	125,490	(1)	0	D
Warrant to Purchase Common Stock(1)	$28.75	08/08/2025		A(1)		125,490		(1)	08/14/2026	Common Stock	125,490	(1)	125,490	D
Warrant to Purchase Common Stock(2)	$19.25	08/08/2025		D(2)			89,388	(2)	09/27/2025	Common Stock	89,388	(2)	0	D
Warrant to Purchase Common Stock(2)	$19.25	08/08/2025		A(2)		89,388		(2)	09/27/2026	Common Stock	89,388	(2)	89,388	D
Stock Option (Right to Purchase Common Stock)	$9.5							(3)	11/07/2034	Common Stock	24,000		24,000	D
Stock Option (Right to Purchase Common Stock)	$17.5							(4)	10/10/2033	Common Stock	22,000		22,000	D
Stock Option (Right to Purchase Common Stock)	$31.25							(5)	10/04/2032	Common Stock	22,000		22,000	D
Stock Option (Right to Purchase Common Stock)	$51							(6)	10/11/2031	Common Stock	26,000		26,000	D
Stock Option (Right to Purchase Common Stock)	$50							(6)	07/22/2031	Common Stock	12,000		12,000	D
Stock Option (Right to Purchase Common Stock)	$25.25							(6)	10/06/2030	Common Stock	8,000		8,000	D
Stock Option (Right to Purchase Common Stock)	$16.75							(6)	10/08/2029	Common Stock	7,000		7,000	D
Stock Option (Right to Purchase Common Stock)	$40.5							(6)	09/04/2028	Common Stock	6,000		6,000	D
Stock Option (Right to Purchase Common Stock)	$86.25							(6)	09/13/2027	Common Stock	1,600		1,600	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 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 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.

5. 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.

6. 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	09/23/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did CTXR insider Leonard Mazur report on Form 4?

He reported a disposition of 410,214 common shares, cancellation and replacement of two warrants (125,490 and 89,388 shares) with one-year extensions, and ownership of 129,600 option shares.

Did the filing change the exercise dates of any warrants for CTXR?

Yes. A $28.75 warrant for 125,490 shares was extended to 08/14/2026 and a $19.25 warrant for 89,388 shares was extended to 09/27/2026, replacing the cancelled prior warrants.

How many stock options does the reporting person hold after this filing?

The Form 4 lists stock options totaling 129,600 shares across multiple strike prices, with several grants fully vested and others subject to standard vesting schedules.

Were the transactions reported as direct or indirect ownership?

All reported securities and transactions are indicated as held directly by the reporting person.

Does the Form 4 explain why warrants were amended?

Yes. The filing states the amendments extended termination dates and resulted in cancellation of old warrants and grant of replacement warrants; no further rationale is provided in the filing.