EX-10.49 7 ea027009801ex10-49_citius.htm SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT BY AND BETWEEN MYRON HOLUBIAK AND CITIUS PHARMACEUTICALS, INC., EXECUTED DECEMBER 23, 2025, EFFECTIVE OCTOBER 31, 2025

Exhibit 10.49

SECOND AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Second Amendment to Amended and Restated Employment Agreement (this “Amendment”) is entered into by and between Citius Pharmaceuticals, Inc., a Nevada corporation (the “Company”) and Myron Holubiak (“Executive”).

WHEREAS, the Company and Executive are parties to that certain Amended and Restated Employment Agreement dated March 30, 2016, as amended and restated effective as of May 1, 2022 (the “Employment Agreement”);

WHEREAS, by its original terms, the Employment Agreement was to be in effect for an initial 18-month period, followed by an additional 12-month period, and would terminate at the conclusion of such additional period on October 31, 2024;

WHEREAS, the Employment Agreement was subsequently amended to extend the term of the Employment Agreement by 12 additional months, through October 31, 2025; and

WHEREAS, the Company and Executive now desire to extend the term of the Employment Agreement again by 12 additional months, through October 31, 2026.

NOW, THEREFORE, in consideration of the promises and the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Extension of Term of Employment Agreement. The Company and Executive agree that the “Additional Term” of the Employment Agreement is extended through October 31, 2026, unless sooner terminated as provided in Section 7 of the Employment Agreement.

2. Effective Date of Amendment. The Company and Executive agree that this Amendment is intended to be effective for all purposes as of October 31, 2025 (the “Amendment Effective Date”), such that there will be no lapse in the continuing effectiveness of the Employment Agreement.

3. Effect on Remainder of Employment Agreement. Except as expressly set forth in this Amendment, the provisions of the Employment Agreement shall remain in full force and effect, in their entirety, in accordance with their terms.

4. Miscellaneous. This Amendment shall be governed, construed, and interpreted in accordance with the laws of the State of New Jersey, without giving effect to conflicts of laws principles. The parties agree that this Amendment may only be modified in a signed writing executed by both parties. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors, and assigns. This Amendment may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature Page Immediately Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Amended and Restated Employment Agreement effective as of the Amendment Effective Date.

| CITIUS PHARMACEUTICALS, INC.
| By: | /s/ Leonard Mazur
| Name: | Leonard Mazur
| Title: | Chief Executive Officer and Chairman of the Board

| EXECUTIVE
| /s/ Myron Holubiak