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SEC Comment Letter for Citius Pharmaceuticals, Inc. (CTXR) (CIK 0001506251) (CTXR) — Jan 25, 2018

Citius Pharmaceuticals, Inc. (CTXR) (CIK 0001506251)
Date: Jan. 25, 2018 · CIK: 0001506251 · Accession: 0000000000-18-002746

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File numbers found in text: 333-222538

Date
January 25, 2018
Author
Myron Holubiak
Form
UPLOAD
Company
Citius Pharmaceuticals, Inc. (CTXR) (CIK 0001506251)

Letter

January 25, 2018 Myron Holubiak President and Chief Executive Officer Citius Pharmaceuticals, Inc. 11 Commerce Drive, First Floor Cranford, NJ 07016 Re:Citius Pharmaceuticals, Inc. Registration Statement on Form S-1 Filed January 12, 2018 File No. 333-222538 Dear Mr. Holubiak: We have limited our review of your registration statement to those issues we have addressed in our comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to the comment, we may have additional comments. Form S-1 filed January 12, 2018 Incorporation of Certain Documents by Reference, page 63 1.Please revise your disclosure to incorporate by reference your definitive proxy statement filed on December 13, 2017 and current reports on Form 8-K filed on October 10, 2017, October 24, 2017, October 31, 2017, November 7, 2017 (two), November 9, 2017, December 1, 2017 and December 19, 2017. Refer to Item 12(a)(2) of Form S-1. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

FirstName LastNameMyron Holubiak Comapany NameCitius Pharmaceuticals, Inc. June 16, 2017 Page 2 FirstName LastName Myron Holubiak Citius Pharmaceuticals, Inc. January 25, 2018 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Christine Westbrook at (202) 551-5019 or Suzanne Hayes at (202) 551- 3675 with any questions. Division of Corporation Finance Office of Healthcare & Insurance cc: Alec Donaldson, Esq.

Show Raw Text
January 25, 2018
Myron Holubiak
President and Chief Executive Officer
Citius Pharmaceuticals, Inc.
11 Commerce Drive, First Floor
Cranford, NJ 07016
Re:Citius Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed January 12, 2018
File No. 333-222538
Dear Mr. Holubiak:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Form S-1 filed January 12, 2018
Incorporation of Certain Documents by Reference, page 63
1.Please revise your disclosure to incorporate by reference your definitive proxy statement
filed on December 13, 2017 and current reports on Form 8-K filed on October 10, 2017,
October 24, 2017, October 31, 2017, November 7, 2017 (two), November 9, 2017,
December 1, 2017 and December 19, 2017. Refer to Item 12(a)(2) of Form S-1.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameMyron Holubiak
 Comapany NameCitius Pharmaceuticals, Inc.
 June 16, 2017 Page 2
 FirstName LastName
Myron Holubiak
Citius Pharmaceuticals, Inc.
January 25, 2018
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
             Please contact Christine Westbrook at (202) 551-5019 or Suzanne Hayes at (202) 551-
3675 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Alec Donaldson, Esq.