CTXR Citius Pharmaceuticals Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

  

Date of Report (Date of earliest event reported): October 1, 2015

 

Citius Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Nevada		333-170781		27-3425913
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

63 Great Road Maynard, MA 01754		01754
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (978) 938-0338

 

____________________________________________

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

 

 

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

 

The information set forth in Item 5.02 is incorporated by reference into this Item 3.02.

 

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

 

On October 1, 2015, the board of directors (the “Board”) of Citius Pharmaceuticals, Inc. (the “Company”) appointed Mr. Myron Holubiak as a member of the Board. The Board approved the issuance of options to purchase 400,000 shares of the Company’s common stock (the “Shares”) with an exercise price of $0.54 per share (the “Option”), in consideration for serving as a member of the Board. The Option shall vest as follows: the option to purchase 40,000 Shares vested on October 1, 2015 and the balance of the Option, or the option to purchase 360,000 Shares shall vest in twelve (12) equal installments commencing on December 31, 2015. The Option was issued pursuant to the Company’s 2014 Stock Incentive Plan.

 

There is no family relationship between Mr. Holubiak and any of our other officers and directors. Except for the issuance of the Option, there are no understandings or arrangements between Mr. Holubiak and any other person pursuant to which Mr. Holubiak was appointed as director. Set forth below is the biographical information on Mr. Holubiak, as required by Item 401 of Regulation S-K.

 

Myron Holubiak

 

Myron Holubiak has extensive experience in managing and advising large and emerging pharmaceutical and life sciences companies. Mr. Holubiak was the President of Roche Laboratories, Inc. (“Roche”), a major research-based pharmaceutical company, from December 1998 to August 2001. Prior to that, he held sales and marketing positions at Roche during his 19-year tenure. Since September 2002, Mr. Holubiak has served on the board of directors of BioScrip, Inc., a leading home infusion provider with nationwide pharmacy and nursing capabilities, and he is currently the Chairman of the Board. Since July 2010, Mr. Holubiak has served as a member of the board of directors of Assembly Biosciences, Inc. and its predecessor Ventrus Biosciences, Inc. He is the founder, Chief Executive Officer and a director of Leonard-Meron Biosciences, Inc., a pharmaceutical company. In addition, Mr. Holubiak is also a trustee of the Academy of Managed Care Pharmacy Foundation. Mr. Holubiak received a B.S. in Molecular Biology and Biophysics from the University of Pittsburg.

 

Item 8.01 OTHER EVENTS.

 

On October 6, 2015, the Company issued a press release regarding Myron Holubiak’s appointment as a member of the Board of the Company. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits.

 

ExhibitNo.		Description of Exhibit
99.1		Press Release dated October 6, 2015.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	CITIUS PHARMACEUTICALS, INC.
Date: October 6, 2015	By:	/s/ Leonard Mazur
		Leonard Mazur
		President and Chief Executive Officer

 

 

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EXHIBIT 99.1

 

Citius Pharmaceuticals Announces Myron Holubiak, Former President of
Roche Laboratories, Inc., USA, has Joined Its Board of Directors

 

Maynard, Massachusetts–October 6, 2015–Citius Pharmaceuticals, Inc. (OTCQB: CTXR), (the “Company”) announced today that it has appointed Mr. Myron Holubiak to the board of directors effective October 1, 2015.

 

Mr. Holubiak has extensive experience in managing and advising both large and emerging pharmaceutical and life sciences companies. He is the former President of Roche Laboratories, Inc., USA, a major research-based pharmaceutical company, a position he held from December 1998 to August 2001. Prior to that, he held sales and marketing positions at Roche Laboratories during his 19-year tenure. Since September 2002, he has served on the board of directors of BioScrip, Inc., a publicly traded company and a leading home infusion provider with nationwide pharmacy and nursing capabilities, and is currently Chairman of the board. From July 2010, Mr. Holubiak has a served as a member of the board of directors of Assembly Biosciences, Inc. and its predecessor Ventrus Biosciences, Inc., both publicly traded companies. Currently he is a founder and director as well as the Chief Executive Officer of Leonard+Meron Biosciences, Inc., a privately held pharmaceutical company. Mr. Holubiak is also a trustee of the Academy of Managed Care Pharmacy Foundation. He received a B.S. in Molecular Biology and Biophysics from the University of Pittsburgh.

 

Citius Pharmaceuticals CEO, Leonard Mazur noted that, “Myron brings a wealth of experience to Citius at an important point in our growth. We hope to benefit from his insight and experience with development programs and market knowledge.”

 

About Citius Pharmaceuticals, Inc.

 

Citius is a specialty pharmaceutical company dedicated to the development and commercialization of therapeutic products for large and growing markets using innovative, patented or proprietary formulations of previously approved pharmaceutical products. We seek new and expanded indications for previously approved pharmaceutical products as a means to achieving leading market positions or potential market exclusivity. By using previously approved drugs with substantial safety and efficacy data, we seek to reduce the risks associated with pharmaceutical product development. We seek to achieve these objectives by utilizing the U.S. Food and Drug Administration’s, or FDA’s, 505(b)(2) pathway for our new drug approvals. We believe this pathway is comparatively faster, lower risk and less expensive than the FDA’s traditional new drug approval pathway. In addition, we focus on obtaining intellectual property protection with the objective of listing relevant patents in the FDA Orange Book in order to limit generic competition.

 

Safe Harbor

 

This release may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of said safe harbor provisions.

 

Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of our company, are generally identified by use of words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such as “could,” “may,” “should,” “will,” “would,” or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results. Some of the factors that could cause our actual results to differ from our expectations or beliefs include, without limitation, the risks discussed from time to time in our filings with the Securities and Exchange Commission.

 

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Except as required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

 

For additional information, please contact:

 

Robert Haag
Managing Partner
IRTH Communications
CTXR@irthcommunications.com

866-976-4784