SOURCE: Citius Pharmaceuticals, Inc.

September 22, 2014 10:31 ET

Citius Pharmaceuticals, Inc. (Formerly Trail One, Inc.) Completes Merger With Citius Pharmaceuticals, LLC

MAYNARD, MA--(Marketwired - September 22, 2014) - Citius Pharmaceuticals, Inc. (PINKSHEETS: TRLOD) (the "Company" formerly known as Trail One, Inc.) announced today that it completed a Share Exchange and Reorganization Agreement, dated September 12, 2014 (the "Exchange Agreement"), among the Company, Citius Pharmaceuticals, LLC, a Massachusetts limited liability company ("Citius"), and the beneficial holders of the membership interests of Citius. Pursuant to the Exchange Agreement, the Company issued 21,625,219 shares of common stock to the holders of the membership interests of Citius which represents approximately 72.0% of the outstanding shares of common stock following the closing of the Exchange Agreement. The first closing of the Private Offering, completed on September 12, 2014, raised gross proceeds of $2.04 million on the sale of 3,400,067 Units, at a purchase price of $0.60 per Unit. Each Unit consists of one share of common stock and one five-year warrant to purchase one share of common stock at an exercise price of $0.60. The acquisition of Citius is treated as a Reverse Acquisition, and the business of Citius, as described below, became the business of the Company.

In connection with the closing of the Exchange Agreement, Trail One, Inc. changed its name to Citius Pharmaceuticals, Inc. Also, in addition to 90,000,000 authorized shares of common stock the Company has 10,000,000 shares of blank-check preferred stock. The Company will continue to have its shares of common stock traded on the OTCBB under the trading symbol TRLOD and intends to change its trading symbol.

Effective September 12, 2014, Trail One, Inc.'s Chief Executive Officer, President, Chief Financial Officer and sole director has resigned and Mr. Leonard Mazur has been appointed as Chief Executive Officer, President, Chief Operating Officer and sole director. The Company expects that its future Board of Directors will consist of four members.

Citius Pharmaceuticals incoming CEO, Leonard Mazur, noted that, "This transaction is the beginning of our active development programs and provides our management team with a platform to continue our research and product development. We are excited about our future."

Highline Research Advisors, an affiliate of Merriman Capital, Inc. acted as investment banker and sole placement agent for the private placement. The Company has filed a Current Report on Form 8-K with the Securities and Exchange Commission with more detailed information in accordance with the SEC rules.

About Citius Pharmaceuticals, Inc.
Citius is a specialty pharmaceutical company dedicated to the development and commercialization of therapeutic products for large and growing markets using innovative, patented or proprietary formulations of previously approved pharmaceutical products. We seek new and expanded indications for previously approved pharmaceutical products as a means to achieving leading market positions or potential market exclusivity. We seek to achieve these objectives by utilizing the U.S. Food and Drug Administration's, or FDA's, 505(b)(2) pathway for our new drug approvals. We believe this pathway is comparatively faster, lower risk and less expensive than the FDA's traditional new drug approval pathway. In addition, we focus on obtaining intellectual property protection with the objective of listing relevant patents in the FDA Orange Book in order to limit generic competition.

By using previously approved drugs with substantial safety and efficacy data, we seek to reduce the risks associated with pharmaceutical product development. We have already successfully employed this strategy to obtain FDA approval for Suprenza, our approved and marketed product for the treatment of obesity. We also plan to utilize this strategy to seek approval for other new drug product candidates for obesity. We also have a development candidate entering Phase 2 trials for the treatment of hemorrhoids. We believe the markets for obesity and hemorrhoid treatments are both large and underserved by innovative, efficacious and cost-effective new products.

Safe Harbor
This release may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of said safe harbor provisions.

Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of our company, are generally identified by use of words "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "seek," "strive," "try," or future or conditional verbs such as "could," "may," "should," "will," "would," or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results. Some of the factors that could cause our actual results to differ from our expectations or beliefs include, without limitation, the risks discussed from time to time in our filings with the Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Except as required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

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