Citius Pharmaceuticals, Inc. (OTCMKTS:CTXR) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On June 7, 2017, Citius Pharmaceuticals, Inc. (the
Company) and Garden State Securities,
Inc. (GSS) entered into a Release
Agreement (the GSS Release). The
Company retained GSS as an exclusive placement agent in
connection with a private placement completed in February 2017
(the Private Offering). to the GSS
Release, GSS (i) consented to any future financings of the
Company, thereby waiving certain covenants included in the Unit
Purchase Agreements (the Unit Purchase
Agreements) entered into in connection with the
Private Offering that restricted the Company from selling debt or
equity securities, at fixed or variable prices or any combination
thereof, at a price below $6.00 per share (the Price
Limit), the price of the units sold in the Private
Offering as adjusted for the reverse stock split effected on June
9, 2017 (the Restrictions); and (ii)
upon the closing of a public financing that lists the Company on
a national stock exchange (the Uplisting
Financing), released the Company from its
obligation to pay GSS a cash fee of ten percent (10%) of the
amount raised in any future financing from any investors
contacted by GSS during the Private Offering. As consideration to
GSS for entering into the GSS Release, the Company issued 100,000
shares of restricted common stock to GSS (the
Equity).

On June 8, 2017, the Company and the investors in the Private
Offering entered into Release Agreements (the
Investor Releases) to which each
investor agreed to release the Company from the Restrictions set
forth in the Unit Purchase Agreements. In exchange, the Company
agreed that (i) in the event that an Uplisting Financing is
conducted at a price per share or price per unit lower than the
Price Limit (the Lower Recent Price),
then the Company will issue additional shares to each investor
sufficient to effectively reprice the sale of units to the Lower
Recent Price; (ii) in the event that the Uplisting Financing is
conducted at a price per share or price per unit of less than the
exercise price of the warrants issued in the Private Offering
($8.25 per share as adjusted for the reverse stock split effected
on June 9, 2017), then the exercise price shall be reduced to the
Lower Recent Price; and (iii) the Company will give each investor
no less than 6 hours of notice before the closing of any
subsequent financing, through and including the Uplisting
Financing, and each investor shall have a 6-hour option to
purchase up to 20% of the securities sold in such offering;

The forgoing description is a summary only, does not purport to
set forth the complete terms of the GSS Release or Investor
Releases, and is qualified in its entirety by reference to the
GSS Release and Form of Investor Release filed as Exhibits 10.1
and 10.2 to this Current Report on Form 8-K.

Item 3.02. Unregistered Sales of Equity
Securities.

The information set forth under Item 1.01 of this Current Report
on Form 8-K regarding the GSS Release and Equity is incorporated
herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

About Citius Pharmaceuticals, Inc. (OTCMKTS:CTXR)

Citius Pharmaceuticals, Inc., formerly Trail One, Inc., is a pharmaceutical company engaged in developing and commercializing therapeutic products. The Company focuses on developing formulations to manage the delivery and compliance of approved drugs. The Company offers Suprenza, an orally disintegrating tablet and an obesity drug that can be administered with water or dissolved on tongue. The Company also focuses on development of its product candidate, Hydrocortisone-Lidocaine Cream, which is in Phase II study. Its Hydrocortisone-Lidocaine Cream is used to provide anti-inflammatory and anesthetic relief to persons suffering from grade I and II hemorrhoids. Citius Pharmaceuticals, LLC is its subsidiary. The Company has not generated any revenues.