8-K
Citius Pharmaceuticals, Inc. (CTXR)
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) February 7, 2023
Citius Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
| 001-38174 | 27-3425913 |
|---|---|
| (Commission File Number) | (IRS Employer Identification No.) |
| 11 Commerce Drive, 1st Floor, Cranford, NJ | 07016 |
| --- | --- |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code
(908) 967-6677
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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange<br><br> <br>on which registered |
|---|---|---|
| Common stock, $0.001 par value | CTXR | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
We held our 2023 annual meeting of stockholders on February 7, 2023. At the meeting, stockholders elected the following seven members to our Board of Directors for a one-year term expiring at the annual meeting of stockholders to be held in 2024 and until their successors are duly elected and qualified, based on the following votes:
| Nominee | For | Withheld | Broker<br><br> Non-Votes | |||
|---|---|---|---|---|---|---|
| Myron Holubiak | 27,833,866 | 1,956,427 | 45,937,200 | |||
| Leonard Mazur | 27,708,003 | 2,082,290 | 45,937,200 | |||
| Suren Dutia | 27,404,373 | 2,385,920 | 45,937,200 | |||
| Carol Webb | 27,206,268 | 2,584,025 | 45,937,200 | |||
| Howard Safir | 27,493,869 | 2,296,424 | 45,937,200 | |||
| Dr. Eugene Holuka | 27,093,439 | 2,696,854 | 45,937,200 | |||
| Dennis M. McGrath | 27,486,435 | 2,303,858 | 45,937,200 |
Next, at the meeting, our stockholders approved the Citius Pharmaceuticals, Inc. 2023 Omnibus Stock Incentive Plan. The vote for such approval was 22,065,354 shares for, 6,944,243 shares against, 780,696 shares abstaining, and 45,937,200 broker non-votes.
Finally, at the meeting, our stockholders ratified the selection of Wolf & Company, P.C. as our independent registered public accounting firm for the fiscal year ending September 30, 2023. The vote for such approval was 73,110,304 shares for, 1,546,136 shares against, 1,071,053 shares abstaining, and no broker non-votes.
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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: | February 7, 2023 | /s/ Leonard Mazur |
| Leonard Mazur | ||
| Chief Executive Officer |
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