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SEC Company Response from Citius Pharmaceuticals, Inc. (CTXR) (CIK 0001506251) (CTXR) — Jan 30, 2018

Citius Pharmaceuticals, Inc. (CTXR) (CIK 0001506251)
Date: Jan. 30, 2018 · CIK: 0001506251 · Accession: 0001213900-18-001023

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File numbers found in text: 333-222538

Referenced dates: January 25, 2018

Date
January 12, 2018
Author
/s/ Alexander M. Donaldson
Form
CORRESP
Company
Citius Pharmaceuticals, Inc. (CTXR) (CIK 0001506251)

Letter

Re: Citius Pharmaceuticals, Inc.

January 30, 2018

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

F Street N.E.

Washington, DC 20549

Attn: Christine Westbrook

Registration Statement on Form S-1

Filed January 12, 2018

File No. 333-222538

Ladies and Gentlemen:

We write this letter on behalf of our client Citius Pharmaceuticals, Inc. in response to the comment of the Staff of the Securities and Exchange Commission with respect to the above-captioned filing, as set forth in the Staff’s letter dated January 25, 2018. Our response below is numbered to correspond to the numbered comment in the Staff’s letter, which is repeated below in italics.

FORM S-1

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.

U.S. Securities and Exchange Commission

January 30, 2018

Page

The requested disclosure has been made on page 63.

* * * * *

Citius Pharmaceuticals, Inc. respectfully submits that the foregoing discussions and amendments to the registration statement are appropriately responsive to the comments of the Staff. If the Staff has any further comments, please direct them to the undersigned.

Sincerely,
/s/ Alexander M. Donaldson

Show Raw Text
CORRESP
1
filename1.htm

January
30, 2018

VIA
EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street N.E.

Washington,
DC 20549

Attn:
Christine Westbrook

Re:  Citius
                                         Pharmaceuticals, Inc.

    Registration
                                         Statement on Form S-1

    Filed
                                         January 12, 2018

    File
                                         No. 333-222538

Ladies
and Gentlemen:

We
write this letter on behalf of our client Citius Pharmaceuticals, Inc. in response to the comment of the Staff of the Securities
and Exchange Commission with respect to the above-captioned filing, as set forth in the Staff’s letter dated January 25,
2018. Our response below is numbered to correspond to the numbered comment in the Staff’s letter, which is repeated below
in italics.

FORM
S-1

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.

U.S.
Securities and Exchange Commission

January
30, 2018

Page
2

The
requested disclosure has been made on page 63.

*
* * * *

Citius
Pharmaceuticals, Inc. respectfully submits that the foregoing discussions and amendments to the registration statement are appropriately
responsive to the comments of the Staff. If the Staff has any further comments, please direct them to the undersigned.

    Sincerely,

    /s/ Alexander M. Donaldson

cc:	Jaime
Bartushak, Chief Financial Officer