UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On March 12, 2024, Citius Pharmaceuticals, Inc. (the “Company”) received formal notice that the Nasdaq Stock Market LLC (“Nasdaq”) granted our request for an extension through September 9, 2024 (the “Extension Notice”) to evidence compliance with the $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). If at any time before September 9, 2024, the bid price of our common stock closes at $1.00 per share or more for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance with the Bid Price Rule.
If the Company does not regain compliance with the Bid Price Rule by September 9, 2024, Nasdaq will provide written notice to us that our common stock is subject to delisting. At that time, the Company may appeal the determination to a Nasdaq hearings panel. The request for a hearing will stay any suspension or delisting action pending the issuance of the hearing panel’s decision.
The Extension Notice has no effect at this time on the listing of our common stock, which will continue to trade on The Nasdaq Capital Market under the symbol “CTXR”. We are currently evaluating our options for regaining compliance. There can be no assurance that we will be able to regain compliance with the Bid Price Rule, even if we maintain compliance with the other listing requirements.
Item 5.07. Submission of Matters to a Vote of Security Holders.
We held our 2024 annual meeting of stockholders on March 12, 2024. 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 2025 or until their successors are duly elected and qualified, based on the following votes:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Leonard Mazur | 33,233,815 | 3,936,260 | 48,196,369 | |||||||||
| Myron Holubiak | 33,776,316 | 3,393,759 | 48,196,369 | |||||||||
| Suren Dutia | 33,496,184 | 3,673,891 | 48,196,369 | |||||||||
| Dr. Eugene Holuka | 31,416,676 | 5,753,399 | 48,196,369 | |||||||||
| Dennis M. McGrath | 29,156,167 | 8,013,908 | 48,196,369 | |||||||||
| Robert Smith | 34,234,323 | 2,935,752 | 48,196,369 | |||||||||
| Carol Webb | 33,187,520 | 3,982,555 | 48,196,369 | |||||||||
Also
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, 2024. The vote for such approval was 77,204,591 shares for, 2,548,248 shares against, 5,613,605
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: | March 13, 2024 | /s/ Leonard Mazur | |
| Leonard Mazur | |||
| Chief Executive Officer |
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