Failure to Satisfy Listing Rule Form 8 K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing;

As previously disclosed, on September 12, 2023, Citius Pharmaceuticals, Inc. (the "Company") received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, based upon the closing bid price of the Company's common stock, par value $0.001 per share, for the prior 30 consecutive business days, the Company was not in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule"). At that time, the Company was provided a compliance period of 180 calendar days from the date of the original notice, or until March 11, 2024, to regain compliance with the Bid Price Rule, pursuant to Nasdaq Listing Rule 5810(c)(3)(A). On March 12, 2024, the Company received formal notice that Nasdaq granted the Company's request for an extension through September 9, 2024 to evidence compliance with the Bid Price Rule. As the Company did not regain compliance with the Bid Price Rule by September 9, 2024, the Company received a delisting determination letter on September 10, 2024. Accordingly, the Company timely requested a hearing before a Nasdaq Hearings Panel ("Panel"). The hearing request automatically stayed any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing, which was held on October 29, 2024.

On November 6, 2024, the Company received a decision letter from the Panel granting the Company's request to continue its listing on The Nasdaq Capital Market, subject to regaining compliance with the Bid Price Rule on or before December 3, 2024. It is a requirement during this period that the Company provide prompt notification of any significant events that occur during this time that may affect the Company's compliance with Nasdaq requirements. There can be no assurance that the Company will ultimately meet all applicable requirements for continued listing on The Nasdaq Capital Market.

Forward-Looking Statements

This Current Report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can be identified by the use of words such as "should," "may," "intends," "anticipates," "believes," "estimates," "projects," "forecasts," "expects," "plans," "proposes" and similar expressions. Although the Company believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks, uncertainties and other important factors that could cause actual results to differ materially from such forward-looking statements, including the risk that the Company may not regain compliance with the Bid Price Rule or otherwise fail to meet the requirements for continued listing under the Nasdaq Listing Rules, among other risks, uncertainties, and important factors discussed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended September 30, 2023, as updated by its other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of the document in which they are contained, and the Company does not undertake any duty to update any forward-looking statements, except as may be required by law.