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SEC Company Response from Citius Pharmaceuticals, Inc. (CTXR) (CIK 0001506251) (CTXR) — Dec 13, 2017

Citius Pharmaceuticals, Inc. (CTXR) (CIK 0001506251)
Date: Dec. 13, 2017 · CIK: 0001506251 · Accession: 0001213900-17-013199

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File numbers found in text: 333-221492

Date
December 13, 2017
Author
Myron Holubiak
Form
CORRESP
Company
Citius Pharmaceuticals, Inc. (CTXR) (CIK 0001506251)

Letter

CITIUS PHARMACEUTICALS, INC.

11 Commerce Drive, First Floor

Cranford, New Jersey 07016

December 13, 2017

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Citius Pharmaceuticals, Inc.

Registration Statement on Form S-3

File No. 333-221492

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Citius Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”) so as to become effective on Friday, December 15, 2017, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable.

In connection with the foregoing, the Registrant hereby acknowledges the following:

• should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

• the Registrant will not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please be advised that the amount of compensation to be paid to the underwriters and any other arrangements among the Registrant and the underwriters and other broker-dealers participating in the distribution, as described in the Registration Statement, have been reviewed to the extent required by the Financial Industry Regulatory Authority and such Authority has issued a statement expressing no objections to the compensation and other arrangements.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Alexander Donaldson at (919) 781-4000. We also respectfully request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement be sent to Mr. Donaldson via email at adonaldson@wyrick.com.

Very truly yours,
CITIUS PHARMACEUTICALS, INC.

Show Raw Text
CORRESP
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CITIUS PHARMACEUTICALS, INC.

11 Commerce Drive, First Floor

Cranford, New Jersey 07016

December 13, 2017

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:  Citius Pharmaceuticals, Inc.

                                                                                Registration Statement on Form S-3

    File No. 333-221492

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended
(the “Act”), Citius Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the United States Securities
and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the above-referenced
registration statement (the “Registration Statement”) so as to become effective on Friday, December 15, 2017, at 5:00
p.m. Eastern Time, or as soon thereafter as practicable.

In connection with the foregoing, the Registrant hereby acknowledges
the following:

 • should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it
does not foreclose the Commission from taking any action with respect to the Registration Statement;

 • the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement
effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the
Registration Statement; and

 • the Registrant will not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Please be advised that the amount of compensation to be paid to
the underwriters and any other arrangements among the Registrant and the underwriters and other broker-dealers participating in
the distribution, as described in the Registration Statement, have been reviewed to the extent required by the Financial Industry
Regulatory Authority and such Authority has issued a statement expressing no objections to the compensation and other arrangements.

Once the Registration Statement is effective, please orally confirm
the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Alexander Donaldson at (919) 781-4000. We also respectfully
request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement
be sent to Mr. Donaldson via email at adonaldson@wyrick.com.

    Very truly yours,

    CITIUS PHARMACEUTICALS, INC.

    By:
    /s/ Myron Holubiak

    Myron Holubiak

    Chief Executive Officer