Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
April 01 2021 - 4:31PM
Edgar (US Regulatory)
Prospectus
Supplement filed pursuant to Rule 424(b)(3)
in
connection with Registration Statement No. 333-230919
Citius
Pharmaceuticals, Inc.
Prospectus
Supplement No. 3 dated April 1, 2021
(to
Prospectus dated April 17, 2019)
1,534,628
shares of common stock
This
Prospectus Supplement No. 3 updates, amends, and supplements the information previously included in the Prospectus dated April 26,
2019, as amended by Prospectus Supplement No. 1 dated February 18, 2020 and Prospectus Supplement No. 2 dated March 26, 2021,
relating to the sale or other disposition from time to time of up to 3,670,551 shares of our common stock, $0.001 par value per
share, issuable upon the exercise of warrants held by the selling stockholders named in the prospectus, including their transferees,
pledgees, donees or successors. We are not selling any shares of common stock under the prospectus and will not receive any of the
proceeds from the sale of shares of common stock by the selling stockholders.
The
sole purpose of this prospectus supplement is to modify certain information in the prospectus set forth under the caption “The
Offering” to update information regarding the extension of the termination date of the warrants to purchase common stock held by
the selling stockholders identified in the prospectus.
On
April 1, 2021, we extended the termination date of the warrants to purchase common stock held by the selling stockholders. The warrants
were due to expire on April 5, 2021. We extended the termination date to April 5, 2024. The warrants are exercisable for an aggregate
of 1,534,628 shares of our common stock.
This
prospectus supplement should be read in conjunction with the prospectus, Supplement No. 1 and Supplement No. 2, which are required to
be delivered with this prospectus supplement. This prospectus supplement is qualified in its entirety by reference to the prospectus,
Supplement No. 1 and Supplement No. 2 except to the extent that the information herein modifies or supersedes the information contained
in the prospectus, Supplement No. 1 and Supplement No. 2. Except as amended by this prospectus supplement, the “The Offering”
section of the prospectus is not otherwise affected by this prospectus supplement.
This
Prospectus Supplement No. 3 is not complete without, and may not be delivered or used except in connection with, the prospectus, including
all amendments and supplements thereto.
Investing
in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 8 of the original prospectus.
Neither
the SEC nor any state securities commission has approved or disapproved our securities or determined that this prospectus is truthful
or complete. It is illegal for anyone to tell you otherwise.
The
date of this Prospectus Supplement No. 3 is April 1, 2021.
On
April 1, 2021, we extended the termination date of the warrants to purchase common stock held by the selling stockholders. The warrants
were due to expire on April 5, 2021. We extended the termination date to April 5, 2024. The warrants are exercisable for an aggregate
of 1,534,628 shares of our common stock.
The
information regarding the warrants in the “The
Offering” section of the prospectus is hereby amended as follows:
This
prospectus relates to the resale by the selling stockholders identified in this prospectus of up to 1,534,628 shares of our common stock
issuable upon exercise of the following warrants:
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●
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warrants
for 1,294,498 shares of common stock issued in a private placement in April 2019 to investors
with an exercise price of $1.42 that expire on April 5, 2024; and
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warrants
for 240,130 shares of common stock issued in April 2019 to the placement agent for the private
placement, with an exercise price of $1.93125 per share that expire on April 5, 2024.
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