July 28, 2017

 

VIA EDGAR

 

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 

 

RE:

Citius Pharmaceuticals, Inc. (CIK: 0001506251) (the “Company”)

 

Registration Statement No. 333-217956 on Form S-1 (the “Registration Statement”)

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Aegis Capital Corp., as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on Tuesday, August 1, 2017, at 5:00 p.m., EST, or as soon thereafter as practicable.

 

Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish to advise you that, through July 28, 2017, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated July 28, 2017, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 

We have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

By:

AEGIS CAPITAL CORP.

 

 

 

 

 

By:  /s/ Thomas Higgins

 

Name: Thomas Higgins

 

Title: SVP