Citius Pharmaceuticals Inc

ADJOURNMENT OF THE ANNUAL MEETING,

IF NECESSARY, TO CONTINUE TO SOLICIT VOTES

Our Board of Directors believes that if the number of shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting is insufficient to approve one or more of the proposals presented at the Annual Meeting, it is in the best interests of the stockholders to enable the Board to continue to seek to obtain a sufficient number of additional votes to approve the foregoing proposals.

In the Adjournment Proposal, we are asking stockholders to authorize the holder of any proxy solicited by the Board of Directors to vote in favor of adjourning the Annual Meeting or any adjournment or postponement thereof. If our stockholders approve this proposal, we could adjourn the Annual Meeting, and any adjourned or postponed session of the Annual Meeting, to use the additional time to solicit additional proxies in favor of Proposal 1, Proposal 2, Proposal 3 and/or Proposal 4. The Adjournment Proposal will only be presented to our stockholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Annual Meeting to approve the foregoing proposals.

Additionally, approval of the Adjournment Proposal could mean that, in the event we receive proxies indicating that a majority in voting power of the votes to be cast by holders of our common stock will vote against any of the foregoing proposals, we could adjourn the Annual Meeting without a vote on such proposal(s) and use the additional time to solicit the holders of those shares to change their vote in favor of such proposal(s).

If the Adjournment Proposal is not approved by our stockholders, we may not be able to adjourn the Annual Meeting to a later date in the event that there are insufficient votes at the time of the Annual Meeting to approve the foregoing proposals.

Provided there is a quorum for the meeting, approval of the adjournment of the Annual Meeting, if necessary, to continue to solicit votes in favor of the foregoing proposals requires the affirmative vote of a majority of the votes represented at the Annual Meeting in person or by proxy and entitled to vote on this Proposal 5. Abstentions will have the same effect as a vote against this Proposal 5. No broker non-votes are expected because this Proposal 5 is a routine matter.

Our Board of Directors unanimously recommends that stockholders voteFOR the Adjournment Proposal.