CELC Pengajuan SEC - Celcuity Inc.- Laporan Tahunan, Pernyataan Kuasa, Prospektus

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Celcuity Inc.

SEC Filings (Chronological Order)

Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.

August 14, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY INC.
August 14, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 Celcuity Inc. (Ex UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Numb
August 14, 2025	EX-99.1	Celcuity Inc. Reports Second Quarter 2025 Financial Results and Provides Corporate Update Exhibit 99.1 Celcuity Inc. Reports Second Quarter 2025 Financial Results and Provides Corporate Update - Reported statistically significant and clinically meaningful improvement in both primary endpoints from the PIK3CA wild-type cohort of the Phase 3 VIKTORIA-1 trial - Hazard ratios and improvements in median progression-free survival (“PFS”) are unprecedented in HR+/HER2- advanced breast cancer
August 1, 2025	EX-4.2	First Supplemental Indenture, dated as of August 1, 2025, between Celcuity Inc. and U.S. Bank Trust Company, National Association, as trustee. Exhibit 4.2 CELCUITY Inc. and U.S. Bank Trust Company, National Association as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August 1, 2025 2.750% Convertible Senior Notes due 2031 CROSS REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310 (a)(1) N/A (a)(2) N/A (a)(3) N/A (a)(4) N/A (a)(5) N/A (b) N/A (c) N/A 311 (a) N/A (b) N/A (c) N/A 312 (a) 2.08 (b) N/A (c) N/A 313 (a) N/A (b)
August 1, 2025	EX-4.1	Indenture, dated as of August 1, 2025, between Celcuity Inc. and U.S. Bank Trust Company, National Association, as trustee. Exhibit 4.1 CELCUITY INC. Issuer AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Trustee INDENTURE Dated as of August 1, 2025 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2. ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities. 5 Section 2.02 Form of Securities and Trustee’s Cer
August 1, 2025	8-K	Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Number
August 1, 2025	EX-1.1	Underwriting Agreement, dated as of August 1, 2025, between Celcuity Inc. and the representatives of the underwriters named therein, relating to the issuance and sale of 2.750% Convertible Senior Notes due 2031. Exhibit 1.1 $175,000,000 2.750% Convertible Senior Notes Due 2031 Celcuity Inc. UNDERWRITING AGREEMENT July 30, 2025 JEFFERIES LLC TD SECURITIES (USA) LLC LEERINK PARTNERS LLC As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o TD SECURITIES (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 c/o LEERINK PARTNERS LLC 1301 Avenue of th
July 31, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 Celcuity Inc. (Exac UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Number
July 31, 2025	424B5	Celcuity Inc. 2.750% Convertible Senior Notes due 2031 Filed Pursuant to Rule 424(b)(5) Registration No. 333-281887 PROSPECTUS SUPPLEMENT (To Prospectus dated December 2, 2024) Celcuity Inc. $175,000,000 2.750% Convertible Senior Notes due 2031 We are offering $175,000,000 aggregate principal amount of our 2.750% convertible senior notes due 2031 (the “notes”). In addition, we have granted the underwriters an option to purchase, exercisable for 30 day
July 31, 2025	424B5	Celcuity Inc. 1,836,842 Shares of Common Stock Pre-Funded Warrants to Purchase 400,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-281887 PROSPECTUS SUPPLEMENT (To Prospectus dated December 2, 2024) Celcuity Inc. 1,836,842 Shares of Common Stock Pre-Funded Warrants to Purchase 400,000 Shares of Common Stock We are offering 1,836,842 of shares of our common stock and pre-funded warrants to purchase 400,000 shares of common stock. The purchase price of each pre-funded warran
July 31, 2025	EX-4.1	Form of Pre-Funded Warrant. Exhibit 4.1 PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Number of Shares: [ ] (subject to adjustment) Warrant No. [ ] Original Issue Date: [ ], 2025 Celcuity Inc. Celcuity Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ] or its registered assigns (the “Holder”), is entitled, s
July 31, 2025	EX-1.1	Underwriting Agreement, dated as of July 30, 2025, among Celcuity Inc. and the representatives of the underwriters named therein, relating to the issuance and sale of common stock. Exhibit 1.1 1,836,842 Shares of Common Stock And Pre-Funded Warrants to Purchase 400,000 Shares of Common Stock Celcuity Inc. UNDERWRITING AGREEMENT July 30, 2025 JEFFERIES LLC TD SECURITIES (USA) LLC LEERINK PARTNERS LLC As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o TD SECURITIES (USA) LLC 1 Vanderbilt Avenue New York, New York 10
July 31, 2025	EX-99.1	Celcuity Inc. Announces Pricing of Concurrent Public Offerings of 2.750% Convertible Senior Notes Due 2031 and Common Stock and Pre-Funded Warrants Exhibit 99.1 Celcuity Inc. Announces Pricing of Concurrent Public Offerings of 2.750% Convertible Senior Notes Due 2031 and Common Stock and Pre-Funded Warrants MINNEAPOLIS, July 30, 2025 – Celcuity Inc. (Nasdaq: CELC) (the “Company”), a clinical-stage biotechnology company pursuing development of targeted therapies for oncology, today announced the pricing of its underwritten public offering of $
July 30, 2025	FWP	Celcuity Inc. Offerings of $85.0 Million of Shares of Common Stock and Pre-Funded Warrants (consisting of 1,836,842 Shares of Common Stock and Pre-Funded Warrants to Purchase up to 400,000 Shares of Common Stock) $175.0 Million Aggregate Principal Am Filed Pursuant to Rule 433 Registration No. 333-281887 Issuer Free Writing Prospectus, dated July 30, 2025 PRICING TERM SHEET July 30, 2025 Celcuity Inc. Offerings of $85.0 Million of Shares of Common Stock and Pre-Funded Warrants (consisting of 1,836,842 Shares of Common Stock and Pre-Funded Warrants to Purchase up to 400,000 Shares of Common Stock) $175.0 Million Aggregate Principal Amount of 2.
July 30, 2025	FWP	Common stock Pre-funded warrants to purchase common stock Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Dated July 30, 2025 Relating to Preliminary Prospectus Supplement Dated July 28, 2025 Registration Statement No.
July 29, 2025	424B5	Up to $50,000,000 Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-281887 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus Supplement dated December 6, 2024 and Prospectus dated December 2, 2024) Up to $50,000,000 Common Stock This Prospectus Supplement No. 1 (the “Prospectus Supplement”) amends and supplements certain information in our prospectus dated December 2, 2024 (the “Base Prospectus”) and our prospectus su
July 29, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2025 Celcuity Inc. (Exac UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2025 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Number
July 29, 2025	EX-10.1	Second Amendment to Amended and Restated Loan and Security Agreement, dated May 13, 2025, by and among the Company, Innovatus Life Sciences Lending Fund I, LP, as collateral agent, the Lenders named therein and Oxford Finance LLC Exhibit 10.1 SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT July 28, 2025 THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of the date first written above among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership (“Innovatus”), as collateral agent (in such capacity, together with its success
July 29, 2025	EX-99.1	Celcuity Inc. Announces Concurrent Public Offerings of Convertible Senior Notes Due 2031 and Common Stock Exhibit 99.1 Celcuity Inc. Announces Concurrent Public Offerings of Convertible Senior Notes Due 2031 and Common Stock MINNEAPOLIS, July 28, 2025 – Celcuity Inc. (Nasdaq: CELC) (the “Company”), a clinical-stage biotechnology company pursuing development of targeted therapies for oncology, today announced proposed underwritten public offerings of $150,000,000 aggregate principal amount of its conve
July 28, 2025	EX-99.1	Celcuity Announces Clinically Meaningful Improvement in Both Progression-Free Survival (“PFS”) Primary Endpoints from PIK3CA Wild-Type Cohort of Phase 3 VIKTORIA-1 Trial Hazard Ratios and Improvements in Median PFS are Unprecedented in HR+/HER2- Adva Exhibit 99.1 Celcuity Announces Clinically Meaningful Improvement in Both Progression-Free Survival (“PFS”) Primary Endpoints from PIK3CA Wild-Type Cohort of Phase 3 VIKTORIA-1 Trial Hazard Ratios and Improvements in Median PFS are Unprecedented in HR+/HER2- Advanced Breast Cancer (“ABC”) - Gedatolisib + palbociclib + fulvestrant (“gedatolisib triplet”) reduced the risk of disease progression or d
July 28, 2025	424B5	Subject to Completion, dated July 28, 2025 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.
July 28, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2025 Celcuity Inc. (Exac UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2025 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Number
July 28, 2025	424B5	Subject to Completion, dated July 28, 2025 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.
June 30, 2025	EX-10.1	Press release dated June 30, 2025 Exhibit 10.1 Celcuity Reports Clinical Data from Two Early Phase Studies of Gedatolisib - In the Phase 1 portion of the CELC-G-201 clinical trial evaluating gedatolisib plus darolutamide in men with metastatic castration resistant prostate cancer (“mCRPC”), the six-month radiographic progression free survival (“rPFS”) rate was 66% - In a Phase 2 clinical trial of gedatolisib plus trastuzumab-pkrb
June 30, 2025	8-K	Regulation FD Disclosure, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Number
June 4, 2025	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Celcuity Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Fees Previously Paid Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee(2) Equity Comm
June 4, 2025	S-8	As filed with the Securities and Exchange Commission on June 4, 2025 As filed with the Securities and Exchange Commission on June 4, 2025 Registration No.
May 16, 2025	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Number)
May 16, 2025	EX-10.1	Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan. Exhibit 10.1 CELCUITY INC. AMENDED AND RESTATED 2017 STOCK INCENTIVE PLAN TABLE OF CONTENTS Page 1 Purpose of Plan 1 2 Definitions 1 3 Effective Date and Duration of the Plan 3 3.1 Effective Date and Duration 3 3.2 Stockholder Approval 3 4 Shares Available for Issuance 3 4.1 Plan Reserve 3 4.2 Accounting for Incentive Awards 3 4.3 Incentive Award Limitations Under the Plan 3 4.4 Adjustments to Sha
May 15, 2025	EX-10.3	First Amendment to Amended and Restated Loan and Security Agreement, dated May 13, 2025, by and among the Company, Innovatus Life Sciences Lending Fund I, LP, as collateral agent, the Lenders named therein and Oxford Finance LLC. Exhibit 10.3 FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT May 13, 2025 THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of the date first written above among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership (“Innovatus”), as collateral agent (in such capacity, together with its successors
May 15, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY INC.
May 15, 2025	EX-10.2	Form of Stock Option Agreement (Performance-Based) pursuant to Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan. Exhibit 10.2 CELCUITY INC. AMENDED AND RESTATED 2017 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (“Option Agreement”) is entered into as of the “Grant Date” set forth below, by and between Celcuity Inc., a Delaware corporation (the “Company”) and the person named below (the “Optionee”). The Option granted hereby is granted under the Celcuity Inc. Amended and Restated 20
May 14, 2025	EX-99.1	Celcuity Inc. Reports First Quarter 2025 Financial Results and Provides Corporate Update Exhibit 99.1 Celcuity Inc. Reports First Quarter 2025 Financial Results and Provides Corporate Update - The primary completion date of the PIK3CA wild-type cohort of the VIKTORIA-1 Phase 3 trial is expected in June 2025 and a topline data readout is anticipated in the third quarter of 2025 - Enrollment is ongoing in the PIK3CA mutant cohort of the VIKTORIA-1 Phase 3 trial and a topline data readou
May 14, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 Celcuity Inc. (Exact UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Number)
April 1, 2025	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State
April 1, 2025	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State
March 31, 2025	8-K	Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
March 31, 2025	EX-4.2	Exhibit 4.2 Exhibit 4.2 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The following summary of the terms of our capital stock is subject to and qualified in its entirety by reference to our certificate of incorporation, as amended, and bylaws, copies of which are on file with the SEC as exhibits to previous SEC filings. As of Decemb
March 31, 2025	EX-99.1	Celcuity Inc. Reports Fourth Quarter and Full Year 2024 Financial Results and Provides Corporate Update Exhibit 99.1 Celcuity Inc. Reports Fourth Quarter and Full Year 2024 Financial Results and Provides Corporate Update - The PIK3CA wild-type cohort of the VIKTORIA-1 Phase 3 trial is on track to report topline data in Q2 2025 - VIKTORIA-2 Phase 3 remains on track to enroll its first patient in Q2 2025 - Presented encouraging preliminary overall survival data from the Phase 1b study evaluating gedat
March 31, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38207 Celcuity Inc.
March 31, 2025	EX-10.35	Change in Control and Severance Plan and Summary Plan Description. Exhibit 10.35 CELCUITY INC. CHANGE IN CONTROL AND SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION 1. Introduction. The purpose of this Celcuity Inc. Change in Control and Severance Plan is to provide assurances of specified benefits to employees of the Company in the event of a Change in Control or certain terminations of employment following a Change in Control as described in this Plan (as such term
March 31, 2025	EX-19	Celcuity Inc. Policy to Prohibit Insider Trading. Exhibit 19 CELCUITY INC. POLICY TO PROHIBIT INSIDER TRADING As Amended & Restated February 13, 2025 Executive Summary This Policy to Prohibit Insider Trading (the “Insider Trading Policy” or the “Policy”) provides guidelines for directors, officers, employees, or other representatives of Celcuity Inc. (“Celcuity” or the “Company”) who may have access to material non-public information about the Co
December 6, 2024	424B5	Up to $125,000,000 Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-281887 PROSPECTUS SUPPLEMENT (To Prospectus dated December 2, 2024) Up to $125,000,000 Common Stock We have previously entered into an Open Market Sale AgreementSM (the “Sale Agreement”) with Jefferies LLC (“Sales Agent” or “Jefferies”), dated February 4, 2022, relating to the sale of shares of our common stock, par value $0.001 per share. In a
December 6, 2024	8-K	Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2024 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Num
November 27, 2024	CORRESP	CELCUITY INC. 16305 36th Avenue North, Suite 100 Minneapolis, MN 55446 (763) 392-0123 CELCUITY INC. 16305 36th Avenue North, Suite 100 Minneapolis, MN 55446 (763) 392-0123 November 27, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Celcuity Inc. Registration Statement on Form S-3 File Number: 333-281887 Ladies and Gentleman: In accordance with Rule 461 under the Securities Act of 1933, as amended, t
November 26, 2024	S-3/A	As filed with the Securities and Exchange Commission on November 26, 2024 As filed with the Securities and Exchange Commission on November 26, 2024 Registration No.
November 14, 2024	EX-99.1	Celcuity Inc. Reports Third Quarter Financial Results and Provides Corporate Update Exhibit 99.1 Celcuity Inc. Reports Third Quarter Financial Results and Provides Corporate Update - The PIK3CA wild-type cohort of the Phase 3 VIKTORIA-1 trial is 100% enrolled; expect to report topline data for this cohort in late Q1 2025 or Q2 2025 - Approximately $264 million in cash, cash equivalents and investments at end of Q3 2024 expected to fund current clinical development program activit
November 14, 2024	EX-99.1	AGREEMENT EX-99.1 2 tm2426483d6ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of Celcuity Inc. is being filed with the Securities and Exchange Commission on behalf of each of them. November 14, 2024 BAKER BROS. ADVISORS LP By
November 14, 2024	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Nu
November 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY
November 14, 2024	SC 13G	CELC / Celcuity Inc. / BAKER BROS. ADVISORS LP - SC 13G Passive Investment SC 13G 1 tm2426483d6sc13g.htm SC 13G SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No. )* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15102K100 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de
November 14, 2024	SC 13G/A	CELC / Celcuity Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm2427451d20sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* CELCUITY INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15102K100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check
November 14, 2024	SC 13G/A	CELC / Celcuity Inc. / Soleus Private Equity Fund II, L.P. - AMENDMENT NO. 3 TO SCHEDULE 13G Passive Investment SC 13G/A 1 ea0221047-13ga3soleus2celcu.htm AMENDMENT NO. 3 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* CELCUITY INC. (Name of Issuer) Common Stock (Title of Class of Securities) 15102K100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Chec
November 14, 2024	SC 13G/A	CELC / Celcuity Inc. / Venrock Healthcare Capital Partners III, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm2428137d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 15102K100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropr
November 14, 2024	EX-99.1	Exhibit 1: Joint filing agreement EX-99.1 2 tm2427451d20ex1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of November 14, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exch
November 14, 2024	SC 13G/A	CELC / Celcuity Inc. / COMMODORE CAPITAL LP Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15102K100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t
October 9, 2024	EX-3.1	Certificate of Incorporation of the Company, as amended, including the Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 9, 2024). Exhibit 3.1 CERTIFICATE OF INCORPORATION OF CELCUITY INC. The undersigned, being of full age, for the purpose of forming a corporation under and pursuant to the Delaware General Corporation Law, as amended (the “DGCL”), hereby adopts the following Certificate of Incorporation: ARTICLE 1 NAME The name of the corporation is Celcuity Inc. ARTICLE 2 REGISTERED OFFICE AND AGENT The address of the regis
October 9, 2024	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2024 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Numb
October 9, 2024	EX-4.1	Description of Registered Securities. Exhibit 4.1 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The following summary of the terms of our capital stock is subject to and qualified in its entirety by reference to our certificate of incorporation, as amended, and bylaws, copies of which are on file with the SEC as exhibits to previous SEC filings. As of Octobe
August 30, 2024	S-3	As filed with the Securities and Exchange Commission on August 30, 2024 As filed with the Securities and Exchange Commission on August 30, 2024 Registration No.
August 30, 2024	EX-4.10	Form of Indenture EXHIBIT 4.10 CELCUITY INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt Securities TABLE OF CONTENTS Article 1 DEFINITIONS 1 Section 1.01. Definitions of Terms. 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01. Designation and Terms of Securities. 4 Section 2.02. Form of Securities and Trustee’s Certificate. 6 Section 2.03
August 30, 2024	EX-3.2	Form of Certificate of Amendment to the Certificate of Incorporation of the Company, to be submitted for stockholder approval. Exhibit 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF CELCUITY INC. Celcuity Inc., a corporation organized and existing under and by the virtue of the Delaware General Corporation Law, as amended, through its duly authorized officer and by the authority of its Board of Directors does hereby certify that: FIRST: The name of the corporation is Celcuity Inc. (the “Corporation”). SEC
August 30, 2024	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Celcuity Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration F
August 28, 2024	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit
August 28, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit
August 16, 2024	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit
August 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY INC.
August 14, 2024	8-K	Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Numb
August 14, 2024	EX-99.1	Celcuity Inc. Reports Second Quarter Financial Results and Provides Corporate Update Exhibit 99.1 Celcuity Inc. Reports Second Quarter Financial Results and Provides Corporate Update - Announced plan to initiate Phase 3 VIKTORIA-2 trial evaluating gedatolisib combined with fulvestrant plus a CDK4/6 inhibitor as first-line treatment for patients with HR+, HER2- advanced breast cancer; expect to enroll first patient in Q2 2025 - Expect to reach enrollment target for VIKTORIA-1 PIK3C
June 10, 2024	SC 13G	CELC / Celcuity Inc. / BIOTECHNOLOGY VALUE FUND L P - THE SCHEDULE 13G Passive Investment SC 13G 1 sc13g07422celc06102024.htm THE SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Clas
June 10, 2024	EX-99.1	Joint Filing Agreement EX-99.1 2 ex991to13g07422celc061024.htm JOINT FILING AGREEMENT Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated June 10, 2024 with respect to the Common Stock, par value $0.001 per share, of Celcuity Inc., a Delaware corporation, and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each o
May 31, 2024	EX-99.1	Celcuity Announces Pricing of Underwritten Common Stock Offering Exhibit 99.1 Celcuity Announces Pricing of Underwritten Common Stock Offering MINNEAPOLIS, May 30, 2024 — Celcuity Inc. (Nasdaq: CELC), a clinical-stage biotechnology company pursuing development of targeted therapies for oncology, today announced the pricing of an underwritten offering of 3,871,000 shares of its common stock at an offering price of $15.50 per share. All of the securities are to b
May 31, 2024	EX-1.1	Underwriting Agreement, dated May 30, 2024, by and among Celcuity Inc., Leerink Partners LLC, TD Securities (USA) LLC and Stifel, Nicolaus & Company, Incorporated. Exhibit 1.1 CELCUITY INC. (a Delaware corporation) 3,871,000 Shares of Common Stock UNDERWRITING AGREEMENT May 30, 2024 Leerink Partners LLC TD Securities (USA) LLC Stifel, Nicolaus & Company, Incorporated as Representatives of the several Underwriters c/o Leerink Partners LLC 53 State Street, 40th Floor Boston, Massachusetts 02109 c/o TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York
May 31, 2024	8-K	Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2024 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Number)
May 30, 2024	8-K	Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2024 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Number)
May 30, 2024	424B5	3,871,000 Shares Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-261155 PROSPECTUS SUPPLEMENT (To Prospectus dated November 26, 2021) 3,871,000 Shares Common Stock We are offering 3,871,000 shares of our common stock. Our common stock is listed on The Nasdaq Stock Market LLC under the symbol “CELC.” On May 29, 2024, the last reported sale price of our common stock on The Nasdaq Stock Market LLC was $14.84 pe
May 30, 2024	EX-4.1	Form of Warrant. EXHIBIT 4.1 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED (I) UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR (II) WITHOUT AN OPINION OF COUNSEL, IN FORM AND
May 30, 2024	EX-99.1	Celcuity Inc. Announces Plan to Initiate a Phase 3 Clinical Trial for Gedatolisib as First-Line Treatment for HR+/HER2- Advanced Breast Cancer and Secures Approximately $62 million Debt Financing Exhibit 99.1 Celcuity Inc. Announces Plan to Initiate a Phase 3 Clinical Trial for Gedatolisib as First-Line Treatment for HR+/HER2- Advanced Breast Cancer and Secures Approximately $62 million Debt Financing - The Phase 3 clinical trial will evaluate gedatolisib plus a CDK4/6 inhibitor and fulvestrant as first-line treatment for patients with HR+/HER2- advanced breast cancer who are endocrine the
May 30, 2024	EX-10.1	Amended and Restated Loan and Security Agreement, dated May 30, 2024, by and among Celcuity Inc., Innovatus Life Sciences Lending Fund I, LP, as collateral agent, and the Lenders named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 30, 2024) (pursuant to Item 601(b)(2)(ii) of Regulation S-K, certain information contained in this Exhibit 10.1 has been redacted as indicated therein). EXHIBIT 10.1 Certain confidential information has been excluded from this exhibit because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential. Brackets with triple asterisks denote omissions. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, mod
May 20, 2024	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Celcuity Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rate (1) Amount Registered (2) Proposed Maximum Offering Price Per Share (3) Maximum Aggregate Offering Price Fee Rate Amount of Registration fee Equity Common Stock issuable un
May 20, 2024	S-8	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under the Securities Act of 1933 CELCUITY INC. (Exact Name of Registrant as Specified in its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under the Securities Act of 1933 CELCUITY INC. (Exact Name of Registrant as Specified in its Charter) Delaware 82- 2863566 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) 16305 36th Avenue North; Suite 100 Minneapolis, Minnesota 55446 (Addre
May 15, 2024	EX-4.5	Form of Amendment to Warrants to Purchase Shares of Common Stock, dated February 13, 2024. Exhibit 4.5 CELCUITY INC. AMENDMENT TO WARRANTS TO PURCHASE SHARES OF COMMON STOCK THIS AMENDMENT, dated February 13,2024, is made by Celcuity Inc., a Delaware corporation (the “Company”) to amend those certain Warrants to Purchase Shares of Common Stock (“Warrants”) originally issued as of September 22, 2017, granting the Holder named therein, or its registered assigns, the right to subscribe for
May 15, 2024	EX-10.2	Form of Non-Qualified Stock Option Transfer Agreement pursuant to Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan.. Exhibit 10.2 CELCUITY INC. NON-QUALIFIED STOCK OPTION TRANSFER AGREEMENT This Non-Qualified Stock Option Transfer Agreement (this “Agreement”) is entered into as of , 202 (the “Effective Date”), by and among Celcuity Inc., a Delaware corporation (the “Company”), [] (the “Transferor”) and [] (the “Transferee”). The Company, the Transferor and the Transferee are each sometimes referred to herein as
May 15, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY INC.
May 15, 2024	8-K	Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Number)
May 15, 2024	EX-10.1	Amendment to Form of Stock Option Agreement pursuant to Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan.. Exhibit 10.1 Amended Agreement Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan Amendment to Stock Option Agreement Section 7 of the Celcuity Inc. Form of Stock Option Agreement is hereby amended and restated as follows: 7. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercise
May 15, 2024	EX-99.1	Celcuity Inc. Reports First Quarter Financial Results and Provides Corporate Update Exhibit 99.1 Celcuity Inc. Reports First Quarter Financial Results and Provides Corporate Update - The Phase 3 VIKTORIA-1 trial remains on track to report topline data from PIK3CA wild type patient sub-group in the second half of 2024 - First patient dosed in a Phase 1b/2 clinical trial evaluating gedatolisib in combination with darolutamide in patients with metastatic castration resistant prostat
May 15, 2024	EX-4.3	Form of Amendment to Placement Agent’s Warrants, dated February 13, 2024. Exhibit 4.3 CELCUITY INC. AMENDMENT TO PLACEMENT AGENT’S WARRANTS THIS AMENDMENT, dated February , 2024, is made by Celcuity Inc., a Delaware corporation (the “Company”) to amend those certain Warrants (“Warrants”) originally issued as of , 201,1 to Cedar Point Capital, LLC, as placement agent, granting the Holder named therein, or its registered assigns, the right to subscribe for and purchase fr
May 13, 2024	EX-10.1	Amendment to the Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan. Exhibit 10.1 AMENDMENT TO THE CELCUITY INC. AMENDED AND RESTATED 2017 STOCK INCENTIVE PLAN May 9, 2024 AMENDMENTS: 1. Amendment. Section 4.1 of the Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan is hereby amended in its entirety to read as follows: “4.1. Plan Reserve. Subject to adjustment as provided in Section 4.4 of the Plan, an aggregate of Five Million Five Hundred Seventy-Six T
May 13, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Number)
March 29, 2024	8-K	Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2024 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
March 29, 2024	EX-10.1	Second Amendment to Loan and Security Agreement, dated March 29, 2024 by and among the Company and Innovatus Life Sciences Lending Fund I, L.P. Exhibit 10.1 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of March 29, 2024, by and among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership “Innovatus”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the
March 28, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit
March 28, 2024	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit
March 27, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38207 Celcuity Inc.
March 27, 2024	EX-97.1	Celcuity Inc. Policy for the Recoupment of Erroneously Awarded Compensation. Exhibit 97 CELCUITY INC. Policy for the Recoupment of Erroneously Awarded Compensation Description Celcuity Inc., a Delaware corporation (the “Company”), has adopted this Policy for the Recoupment of Erroneously Awarded Compensation (the “Policy”), pursuant to the requirements of Nasdaq Listing Rule 5608 and Securities Exchange Act Rule 10D-1. The Policy sets forth the circumstances under which th
March 27, 2024	EX-4.2	Description of Registered Securities (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 27, 2024). Exhibit 4.2 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The following summary of the terms of our capital stock is subject to and qualified in its entirety by reference to our certificate of incorporation, as amended, and bylaws, copies of which are on file with the SEC as exhibits to previous SEC filings. As of Decemb
March 27, 2024	8-K	Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2024 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
March 27, 2024	EX-99.1	Celcuity Inc. Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Corporate Update Exhibit 99.1 Celcuity Inc. Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Corporate Update - Dosed the first patient in a Phase 1b/2 trial evaluating gedatolisib in combination with darolutamide for the treatment of metastatic castration resistant prostate cancer - Presented nonclinical data demonstrating the superior therapeutic effects of gedatolisib compared to other P
February 14, 2024	SC 13G/A	CELC / Celcuity Inc. / COMMODORE CAPITAL LP Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15102K100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to
February 14, 2024	EX-99.1	AGREEMENT EX-99.1 2 d700479dex991.htm EX-99.1 EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: February 14, 2
February 14, 2024	SC 13G/A	CELC / Celcuity Inc. / Venrock Healthcare Capital Partners III, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm246235d6sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 15102K100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropria
February 14, 2024	SC 13G/A	CELC / Celcuity Inc. / PERCEPTIVE ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 d700479dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15102K100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the a
February 14, 2024	SC 13G/A	CELC / Celcuity Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm246065d25sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* CELCUITY INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15102K100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check th
February 14, 2024	EX-99.1	Exhibit 1: Joint filing agreement EX-99.1 2 tm246065d25ex1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of February 14, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Excha
February 9, 2024	SC 13G/A	CELC / Celcuity Inc. / Soleus Capital Master Fund, L.P. - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment SC 13G/A 1 ea193268-13ga2soleuscelcu.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CELCUITY INC. (Name of Issuer) Common Stock (Title of Class of Securities) 15102K100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check t
February 7, 2024	SC 13G/A	CELC / Celcuity Inc. / Laing Lance G. Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Celcuity Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 15102K 100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu
February 7, 2024	SC 13G/A	CELC / Celcuity Inc. / Sullivan Brian F. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Celcuity Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 15102K100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule
December 26, 2023	EX-99.1	AGREEMENT EX-99.1 2 d229401dex991.htm EX-99.1 EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: December 26, 2
December 26, 2023	SC 13G	CELC / Celcuity Inc. / PERCEPTIVE ADVISORS LLC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15102K100 (CUSIP Number) December 14, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul
December 5, 2023	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2023 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Num
November 29, 2023	424B3	CELCUITY INC. 5,747,787 SHARES OF COMMON STOCK BY THE SELLING STOCKHOLDERS Filed Pursuant to Rule 424(b)(3) Registration No. 333-275551 PROSPECTUS CELCUITY INC. 5,747,787 SHARES OF COMMON STOCK BY THE SELLING STOCKHOLDERS This prospectus relates to the resale by the selling stockholders named in this prospectus, including their respective pledgees, donees, transferees, assignees and successors-in-interest (the “Selling Stockholders”), from time to time, of up to 5,747,78
November 24, 2023	CORRESP	CELCUITY INC. 16305 36th Avenue N., Suite 100 Minneapolis, MN 55446 (763) 392-0123 CELCUITY INC. 16305 36th Avenue N., Suite 100 Minneapolis, MN 55446 (763) 392-0123 November 24, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Ms. Margaret Schwartz Re: Celcuity Inc. Registration Statement on Form S-3, as amended File Number: 333-275551 Dear Ms. Schwartz: In accordance with Rule 461 under the Sec
November 22, 2023	S-3/A	As filed with the Securities and Exchange Commission on November 22, 2023 As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.
November 14, 2023	S-3	As filed with the Securities and Exchange Commission on November 14, 2023 As filed with the Securities and Exchange Commission on November 14, 2023 Registration No.
November 14, 2023	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Celcuity Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (
November 13, 2023	EX-99.1	Celcuity Inc. Reports Third Quarter 2023 Financial Results and Provides Corporate Updates Exhibit 99.1 Celcuity Inc. Reports Third Quarter 2023 Financial Results and Provides Corporate Updates - Received FDA clearance of IND to evaluate gedatolisib in combination with darolutamide in patients with metastatic castration resistant prostate cancer (mCRPC) - Entered into a clinical trial collaboration and supply agreement with Bayer AG to provide Nubeqa® (darolutamide) for planned Phase 1b
November 13, 2023	8-K	Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Nu
November 13, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY
October 23, 2023	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2023 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Num
October 23, 2023	EX-99.1	Celcuity Inc. Announces $50 Million Private Placement Exhibit 99.1 Celcuity Inc. Announces $50 Million Private Placement Minneapolis, MN, October 18, 2023 – Celcuity Inc. (Nasdaq: CELC), a clinical-stage biotechnology company pursuing development of targeted therapies for oncology, announced today that it has entered into a securities purchase agreement to sell securities in a private placement that is expected to result in gross proceeds of approxim
October 23, 2023	EX-10.1	Securities Purchase Agreement, dated October 18, 2023, by and among the Company and the Investors named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2023). Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 18, 2023, by and among Celcuity Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”). Recitals A. The Company and the Investors are executing and delivering th
October 23, 2023	EX-4.1	Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2023). Exhibit 4.1 FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Number of Shares: [ ]1 (subject to adjustment) Warrant No. Original Issue Date: October 20, 2023 Celcuity Inc. Celcuity Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [Baker Bros Advisors, LP] or its registered assi
October 23, 2023	EX-10.2	Registration Rights Agreement, dated October 18, 2023, by and among the Company and the Investors named therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2023). Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 18, 2023, by and among Celcuity Inc., a Delaware corporation (the “Company”), and the “Investors” named in the Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Investors identified on Exhibit A attached thereto (the “Pur
August 24, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2023 Celcuity Inc. (Ex UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2023 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Numb
August 22, 2023	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2023 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Numb
August 22, 2023	EX-99.2	Celcuity Enters into a Clinical Trial Collaboration and Supply Agreement with Bayer to Provide Nubeqa® (darolutamide) for Planned Phase 1b/2 Clinical Trial Exhibit 99.2 Celcuity Enters into a Clinical Trial Collaboration and Supply Agreement with Bayer to Provide Nubeqa® (darolutamide) for Planned Phase 1b/2 Clinical Trial MINNEAPOLIS, August 22, 2023 - Celcuity Inc. (Nasdaq: CELC), a clinical-stage biotechnology company pursuing development of targeted therapies for oncology, today announced that it has entered into a clinical trial collaboration an
August 22, 2023	EX-99.1	Celcuity Announces Plan to Conduct Phase 1b/2 Clinical Trial in Metastatic Castration Resistant Prostate Cancer Exhibit 99.1 Celcuity Announces Plan to Conduct Phase 1b/2 Clinical Trial in Metastatic Castration Resistant Prostate Cancer - Received FDA clearance of IND for gedatolisib in combination with darolutamide - Virtual Science Day to be held on September 21, 2023 from 10:00 a.m. – 12:00 p.m. ET MINNEAPOLIS, August 22, 2023 - Celcuity Inc. (Nasdaq: CELC), a clinical-stage biotechnology company pursuin
August 11, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY INC.
August 10, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 Celcuity Inc. (Ex UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Numb
August 10, 2023	EX-99.1	Celcuity Inc. Condensed Balance Sheets Exhibit 99.1 Celcuity Inc. Reports Second Quarter 2023 Financial Results and Provides Corporate Updates - Phase 3 VIKTORIA-1 clinical trial is now recruiting patients at nearly 200 sites in 20 countries - Presented updated results from Phase 1b study of gedatolisib in treatment-naïve advanced breast cancer at the ESMO Breast Cancer Annual Congress - Median progression free survival (PFS) was 48.6
May 16, 2023	EX-FILING FEES	Filing Fee Table EX-FILING FEES 4 ex107.htm Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Celcuity Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rate (1) Amount Registered (2) Proposed Maximum Offering Price Per Share (3) Maximum Aggregate Offering Price Fee Rate Amount of Registration fee Equi
May 16, 2023	S-8	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under the Securities Act of 1933 CELCUITY INC. (Exact Name of Registrant as Specified in its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under the Securities Act of 1933 CELCUITY INC. (Exact Name of Registrant as Specified in its Charter) Delaware 82- 2863566 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) 16305 36th Avenue North; Suite 100 Minneapolis, Minnesota 55446 (Addre
May 15, 2023	8-K	Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Number)
May 15, 2023	EX-99.1	Celcuity Inc. Reports First Quarter 2023 Financial Results and Provides Corporate Updates Exhibit 99.1 Celcuity Inc. Reports First Quarter 2023 Financial Results and Provides Corporate Updates - Presented updated results for treatment-naïve patients from Phase 1b study of gedatolisib at the ESMO Breast Cancer Annual Congress - median progression free survival (PFS) was 48.6 months - Presented nonclinical prostate cancer data at ASCO GU Cancers Symposium demonstrating the superior thera
May 15, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY INC.
May 12, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 Celcuity Inc. (Exact UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Number)
May 12, 2023	EX-10.1	Amendment to the Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 12, 2023) Exhibit 10.1 AMENDMENT TO THE CELCUITY INC. AMENDED AND RESTATED 2017 STOCK INCENTIVE PLAN May 11, 2023 AMENDMENT: 1. Amendment. Section 4.1 of the Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan is hereby amended in its entirety to read as follows: “4.1. Plan Reserve. Subject to adjustment as provided in Section 4.4 of the Plan, an aggregate of Three Million Eight Hundred Twenty-One
April 7, 2023	EX-3.1	Certificate of Incorporation of the Company, as amended, including the Certifications of Designations of Preferences, Rights, and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K/A filed with the SEC on April 7, 2023). Exhibit 3.1 CERTIFICATE OF INCORPORATION OF CELCUITY INC. The undersigned, being of full age, for the purpose of forming a corporation under and pursuant to the Delaware General Corporation Law, as amended (the “DGCL”), hereby adopts the following Certificate of Incorporation: ARTICLE 1 NAME The name of the corporation is Celcuity Inc. ARTICLE 2 REGISTERED OFFICE AND AGENT The address of the regis
April 7, 2023	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-
April 7, 2023	EX-4.2	Exhibit 4.2 Exhibit 4.2 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended As of December 31, 2022, Celcuity, Inc. (“we,” “us,” “our,” and the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Common Stock. In addition, the Company has certain equit
March 31, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit
March 31, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit
March 23, 2023	EX-99.1	Celcuity Inc. Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Corporate Update Exhibit 99.1 Celcuity Inc. Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Corporate Update - Dosing of first patient in VIKTORIA-1 in the fourth quarter triggered closing of $100 million PIPE financing and drawdown of $20 million term loan tranche, which extends cash runway through 2025 - Updated clinical data from the Phase 1b advanced breast cancer trial with gedatolisi
March 23, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2023 Celcuity Inc. (Exa UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2023 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
March 23, 2023	10-K	Power of Attorney. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38207 Celcuity Inc.
March 15, 2023	EX-10.1	Commercial Lease, Fourth Amendment to Lease, dated March 13, 2023, by and between Celcuity Inc. and West Glen Development I, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 15, 2023). Exhibit 10.1 FOURTH AMENDMENT TO LEASE This Fourth Amendment to Lease (“Amendment”), dated this 13 day of March, 2023, is by and between West Glen Development I, LLC, a Minnesota limited liability company (“Landlord”) and Celcuity, Inc., a Delaware corporation (“Tenant”), and amends that certain Commercial Lease agreement dated the 28th day of September, 2017, and amended by that certain First Ame
March 15, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 Celcuity Inc. (Exa UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
March 13, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 Celcuity Inc. (Exa UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
March 2, 2023	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Celcuity Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rate (1) Amount Registered (2) Proposed Maximum Offering Price Per Share (3) Maximum Aggregate Offering Price Fee Rate Amount of Registration fee Equity Common Stock issuable un
March 2, 2023	S-8	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under the Securities Act of 1933 CELCUITY INC. (Exact Name of Registrant as Specified in its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under the Securities Act of 1933 CELCUITY INC. (Exact Name of Registrant as Specified in its Charter) Delaware 82- 2863566 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) 16305 36th Avenue North; Suite 100 Minneapolis, Minnesota 55446 (Addre
February 14, 2023	SC 13G/A	CELC / Celcuity Inc / COMMODORE CAPITAL LP Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15102K100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to
February 14, 2023	SC 13G/A	CELC / Celcuity Inc / Soleus Capital Master Fund, L.P. - SC 13G/A Passive Investment SC 13G/A 1 d425601dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CELCUITY INC. (Name of Issuer) Common Stock (Title of Class of Securities) 15102K 100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t
February 14, 2023	SC 13G/A	CELC / Celcuity Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm236221d22sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1 )* CELCUITY INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15102K100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check t
February 14, 2023	SC 13G/A	CELC / Celcuity Inc / Venrock Healthcare Capital Partners II, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm236635d4sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 15102K100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropria
February 2, 2023	SC 13G/A	CELC / Celcuity Inc / Laing Lance G. - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Celcuity Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 15102K 100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ R
February 2, 2023	SC 13G/A	CELC / Celcuity Inc / Sullivan Brian F. - SCHEDULE 13G/A Passive Investment SC 13G/A 1 bfs20230131sc13ga.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Celcuity Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 15102K 100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru
January 12, 2023	424B3	CELCUITY INC. 24,347,754 SHARES OF COMMON STOCK BY THE SELLING STOCKHOLDERS Filed Pursuant to Rule 424(b)(3) Registration No. 333-269090 PROSPECTUS CELCUITY INC. 24,347,754 SHARES OF COMMON STOCK BY THE SELLING STOCKHOLDERS This prospectus relates to the resale, from time to time, of up to an aggregate of 24,347,754 shares of common stock, par value $0.001 per share, of Celcuity Inc. (“Celcuity,” “we,” “us,” or the “Company”) by the selling stockholders named in this pros
January 9, 2023	CORRESP	CELCUITY INC. 16305 36th Avenue N., Suite 100 Minneapolis, MN 55446 (763) 392-0123 CELCUITY INC. 16305 36th Avenue N., Suite 100 Minneapolis, MN 55446 (763) 392-0123 January 9, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Ms. Dorrie Yale Re: Celcuity Inc. Registration Statement on Form S-3 File Number: 333-269090 Dear Ms. Yale: In accordance with Rule 461 under the Securities Act of 1933, as
December 30, 2022	S-3	As filed with the Securities and Exchange Commission on December 30, 2022 As filed with the Securities and Exchange Commission on December 30, 2022 Registration No.
December 30, 2022	EX-FILING FEES	Filing Fee Table EX-FILING FEES 4 ex107.htm Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Celcuity Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate A
December 23, 2022	8-K	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2022 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Nu
November 10, 2022	8-K	Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Nu
November 10, 2022	EX-99.1	Celcuity Inc. Reports Third Quarter 2022 Financial Results and Provides Corporate Update Exhibit 99.1 Celcuity Inc. Reports Third Quarter 2022 Financial Results and Provides Corporate Update - Completed selection of 200 clinical trial sites for the Phase 3 VIKTORIA-1 breast cancer study; activated first clinical trial site in the third quarter; expect dosing of first patient by year-end - Updated Phase 1b data will be reviewed during a Spotlight Poster Discussion Session at the 2022 S
November 10, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY
November 10, 2022	EX-3.1	Certificate of Incorporation of the Company, as amended. Exhibit 3.1 CERTIFICATE OF INCORPORATION OF CELCUITY INC. The undersigned, being of full age, for the purpose of forming a corporation under and pursuant to the Delaware General Corporation Law, as amended (the ?DGCL?), hereby adopts the following Certificate of Incorporation: ARTICLE 1 NAME The name of the corporation is Celcuity Inc. ARTICLE 2 REGISTERED OFFICE AND AGENT The address of the regis
November 9, 2022	8-K/A	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2022 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation)
September 14, 2022	EX-10.1	First Amendment to Representative’s Warrant, dated September 13, 2022, between Celcuity Inc. and Craig-Hallum Capital Group LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 14, 2022). Exhibit 10.1 FIRST AMENDMENT TO REPRESENTATIVE?S WARRANT This FIRST AMENDMENT TO REPRESENTATIVE?S WARRANT (this ?Amendment?) is entered into as of September 13, 2022 (the ?Effective Date?) between Celcuity Inc., a Delaware corporation (the ?Company?), and Craig-Hallum Capital Group LLC (?Holder?). WHEREAS, in connection with the Company?s initial public offering and that certain Underwriting Agree
September 14, 2022	EX-99.1	Celcuity Appoints Polly Murphy, D.V.M., Ph.D., to Board of Directors Seasoned executive brings over two decades of pharmaceutical business development and commercial strategy experience to Celcuity’s Board of Directors Exhibit 99.1 Celcuity Appoints Polly Murphy, D.V.M., Ph.D., to Board of Directors Seasoned executive brings over two decades of pharmaceutical business development and commercial strategy experience to Celcuity?s Board of Directors MINNEAPOLIS, September 14, 2022 - Celcuity Inc. (Nasdaq:CELC), a clinical-stage biotechnology company focused on development of targeted therapies for a number of diffe
September 14, 2022	8-K	Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2022 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File N
September 12, 2022	SC 13D/A	CELC / Celcuity Inc / Growth Equity Opportunities 18 VGE, LLC - GROWTH EQUITY OPPORTUNITIES 18 VGE, LLC / CELCUITY INC. -- SCHEDULE 13D/A(#1) Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 15102K100 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 842-4000 (Name, Address and
September 1, 2022	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2022 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Nu
August 12, 2022	EX-3.1	Certificate of Incorporation of the Company, as amended. Exhibit 3.1 CERTIFICATE OF INCORPORATION OF CELCUITY INC. The undersigned, being of full age, for the purpose of forming a corporation under and pursuant to the Delaware General Corporation Law, as amended (the ?DGCL?), hereby adopts the following Certificate of Incorporation: ARTICLE 1 NAME The name of the corporation is Celcuity Inc. ARTICLE 2 REGISTERED OFFICE AND AGENT The address of the regis
August 12, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY INC.
August 11, 2022	8-K	Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
August 11, 2022	EX-99.1	Celcuity Inc. Condensed Balance Sheets Exhibit 99.1 Celcuity Inc. Reports Second Quarter 2022 Financial Results and Provides Corporate Update - Granted Breakthrough Therapy designation by the FDA for gedatolisib in HR+/HER2- advanced breast cancer - Entered into agreements for the private placement sale of $100 million of equity and to increase available debt facility from $25 million to $75 million - The Phase 3 VICTORIA-1 clinical tr
August 11, 2022	EX-10.1	The First Amendment to Loan and Security Agreement, dated August 9, 2022, by and among the Company and Innovatus Life Sciences Lending Fund I, LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 11, 2022). Exhibit 10.1 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT to Loan and Security Agreement (this ?Amendment?) is entered into as of August 9, 2022, by and among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership, as collateral agent (in such capacity, together with its successors and assigns in such capacity, ?Collateral Agent?), and the Lenders listed
July 29, 2022	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2022 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Number
July 29, 2022	EX-10.1	Commercial Lease, Third Amendment to Lease, dated July 27, 2022, by and between Celcuity Inc. and West Glen Development I, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2022). Exhibit 10.1 THIRD AMENDMENT TO LEASE This Third Amendment to Lease (?Amendment?), dated this 27 day of July, 2022, is by and between West Glen Development I, LLC, a Minnesota limited liability company (?Landlord?) and Celcuity, LLC, a Delaware corporation (?Tenant?), and amends that certain Commercial Lease agreement dated the 28th day of September, 2017, and amended by that certain First Amendme
July 19, 2022	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit
July 19, 2022	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit
July 7, 2022	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit
May 31, 2022	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Celcuity Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rate (1) Amount Registered (2) Proposed Maximum Offering Price Per Share (3) Maximum Aggregate Offering Price Fee Rate Amount of Registration fee Equity Common Stock issuable un
May 31, 2022	S-8	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under the Securities Act of 1933 CELCUITY INC. (Exact Name of Registrant as Specified in its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under the Securities Act of 1933 CELCUITY INC. (Exact Name of Registrant as Specified in its Charter) Delaware 82- 2863566 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) 16305 36th Avenue North; Suite 100 Minneapolis, Minnesota 55446 (Addre
May 25, 2022	SC 13G	CELC / Celcuity Inc / RA CAPITAL MANAGEMENT, L.P. - CELCUITY INC. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CELCUITY INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15102K100 (CUSIP Number) May 15, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t
May 25, 2022	SC 13G	CELC / Celcuity Inc / Venrock Healthcare Capital Partners II, L.P. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 15102K100 (CUSIP Number) May 15, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which th
May 24, 2022	SC 13D	CELC / Celcuity Inc / Growth Equity Opportunities 18 VGE, LLC - GROWTH EQUITY OPPORTUNITIES 18 VGE, LLC / CELCUITY INC. -- SCHEDULE 13D Activist Investment Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.    )* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 15102K100 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 842-4000 (Nam
May 19, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2022 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Number)
May 18, 2022	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2022 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Number)
May 18, 2022	EX-4.2	Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock filed May 16, 2022, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2022. Exhibit 4.2 CELCUITY INC. CERTIFICATE OF DESIGNATIONS OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the Delaware General Corporation Law The undersigned, Brian F. Sullivan, does hereby certify that: 1. He is the Chief Executive Officer of Celcuity Inc., a Delaware corporation (the ?Corporation?). 2. The Corporation is authorized to issue
May 18, 2022	EX-10.1	Securities Purchase Agreement, dated May 15, 2022, by and among the Registrant and the Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2022). Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of May 15, 2022 by and among Celcuity Inc., a Delaware corporation (the ?Company?), the Investors identified on Exhibit A attached hereto (each an ?Investor? and collectively the ?Investors?). A. The Company and each Investor is executing and delivering this Agreement in rel
May 18, 2022	EX-99.4	Celcuity Inc. Announces $100 Million Private Placement Proceeds to Advance Clinical Development of Gedatolisib Including Forthcoming Phase 3 Clinical Study (VIKTORIA-1) Exhibit 99.4 Celcuity Inc. Announces $100 Million Private Placement Proceeds to Advance Clinical Development of Gedatolisib Including Forthcoming Phase 3 Clinical Study (VIKTORIA-1) Minneapolis, MN, May 16, 2022 ? Celcuity Inc. (Nasdaq: CELC), a clinical-stage biotechnology company pursuing an integrated therapeutic and companion diagnostic strategy for treating patients with cancer, today announc
May 18, 2022	EX-4.1	Form of Warrant issued by Celcuity Inc. in connection with the Securities Purchase Agreement, dated May 15, 2022 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2022). Exhibit 4.1 THIS WARRANT AND THE WARRANT SHARES ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT. Warrant No.: PA-[?] Number of Shares: [?] (subject to adjustment) Date of Issuance: [?], 2022 Original Issue Date: [?], 2022 (as defined in subsection 2(b)) Holder: [?] Celcuity Inc. Stock Purchase Warrant (Void after 5:00 p.m. (New York City
May 18, 2022	EX-10.2	Registration Rights Agreement, dated May 15, 2022, by and among the Registrant and the Purchasers named therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2022). Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of May 15, 2022 by and among Celcuity Inc., a Delaware corporation (the ?Company?), and the ?Investors? named in the Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Investors identified on Exhibit A attached thereto (the ?Purchase
May 18, 2022	SC 13G	CELC / Celcuity Inc / Soleus Capital Master Fund, L.P. - SC 13G Passive Investment SC 13G 1 d345510dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CELCUITY INC. (Name of Issuer) Common Stock (Title of Class of Securities) 15102K 100 (CUSIP Number) May 16, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur
May 18, 2022	EX-99.A	JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT Soleus Private Equity GP II, LLC, a Delaware limited liability company, Soleus Private Equity Fund II, L.
May 16, 2022	EX-99.1	Celcuity Inc. Condensed Balance Sheets Exhibit 99.1 Celcuity Inc. Reports First Quarter 2022 Financial Results and Business Updates - Entered into $100 Million Private Placement Agreement - Finalized pivotal Phase 3 trial design for gedatolisib - Received FDA Fast Track designation for gedatolisib in HR+/HER2- advanced breast cancer - Management to host webcast and conference call today, May 16, 2022, at 4:30 p.m. ET MINNEAPOLIS, May 1
May 16, 2022	8-K	Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Number)
May 16, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Number)
May 16, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY INC.
April 11, 2022	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit
March 30, 2022	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit
March 23, 2022	8-K	Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2022 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
March 23, 2022	EX-99.1	Celcuity Inc. Balance Sheets Exhibit 99.1 Celcuity Inc. Reports Fourth Quarter and Full Year 2021 Financial Results, Pivotal Phase 3 Trial Design for Gedatolisib in the Treatment of Advanced Breast Cancer, and Business Updates - Finalized pivotal Phase 3 trial design following formal meetings with FDA - Received FDA Fast Track designation for gedatolisib in HR+/HER2- metastatic breast cancer - Presented updated Phase 1b data
March 23, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38207 Celcuity Inc.
March 4, 2022	SC 13G/A	CELC / Celcuity Inc / Sullivan Brian F. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Celcuity  Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 15102K 100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul
March 4, 2022	SC 13G/A	CELC / Celcuity Inc / Laing Lance G. Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Celcuity Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 15102K 100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu
February 14, 2022	SC 13G/A	CELC / Celcuity Inc / COMMODORE CAPITAL LP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
February 4, 2022	EX-1.1	Open Market Sale AgreementSM, dated February 4, 2022, by and between Celcuity Inc., and Jefferies LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2022). Exhibit 1.1 OPEN MARKET SALE AGREEMENTSM February 4, 2022 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Celcuity Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the ?Agent?), shares of the Company?s common stock, pa
February 4, 2022	424B5	Up to $50,000,000 Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-261155 PROSPECTUS SUPPLEMENT (To Prospectus dated November 26, 2021) Up to $50,000,000 Common Stock We have entered into an Open Market Sale AgreementSM (the ?Sale Agreement?) with Jefferies LLC (?Sales Agent? or ?Jefferies?), dated February 4, 2022, relating to the sale of shares of our common stock, par value $0.001 per share. In accordance w
February 4, 2022	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2022 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Num
November 23, 2021	CORRESP	CELCUITY INC. 16305 36th Avenue N., Suite 100 Minneapolis, MN 55446 (763) 392-0123 CORRESP 1 filename1.htm CELCUITY INC. 16305 36th Avenue N., Suite 100 Minneapolis, MN 55446 (763) 392-0123 November 23, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Ms. Abby Adams Re: Celcuity Inc. Registration Statement on Form S-3 File Number: 333-261155 Dear Ms. Adams: In accordance with Rule 461 under the S
November 17, 2021	EX-4.10	Form of Indenture Exhibit 4.10 CELCUITY INC. and , as Trustee INDENTURE Dated as of , TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1. DEFINITIONS. 1 1.2. OTHER DEFINITIONS. 4 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. 4 1.4. RULES OF CONSTRUCTION. 5 ARTICLE 2 THE SECURITIES 5 2.1. ISSUABLE IN SERIES. 5 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES. 5 2.3. EXECUT
November 17, 2021	S-3	As filed with the Securities and Exchange Commission on November 17, 2021 As filed with the Securities and Exchange Commission on November 17, 2021 Registration No.
November 9, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY
November 8, 2021	EX-99.1	Celcuity Inc. EXHIBIT 99.1 Celcuity Inc. Reports Third Quarter 2021 Financial Results and Provides Corporate Update - On track to obtain FDA feedback and initiate a Phase 3 study for gedatolisib during the first half of 2022 - Will present updated Phase 1b data during a Spotlight Poster Discussion Session at the 2021 San Antonio Breast Cancer Symposium in December 2021 - Entered into clinical trial collaboratio
November 8, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2021 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Num
August 11, 2021	EX-10.2	Loan and Security Agreement, dated as of April 8, 2021, by and between the Company and Innovatus Life Sciences Lending Fund I, LP. (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2021). EXHIBIT 10.2 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this ?Agreement?) dated as of April 8, 2021 (the ?Effective Date?) among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership, as collateral agent (in such capacity, together with its successors and assigns in such capac
August 11, 2021	EX-10.5	Amendment to License Agreement, dated May 6, 2021, by and between the Company and Pfizer, Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2021). EXHIBIT 10.5 Amendment No. 1 to License Agreement (?Amendment No. 1?) Date: May 6, 2021 Name of Original Agreement: License Agreement (the ?Agreement?) Effective Date of Original Agreement: April 8, 2021 Parties: Pfizer Inc. (?Pfizer?) and Celcuity Inc. (?Licensee?) WHEREAS, the Parties hereto desire to amend, among other things, certain terms of the Agreement. NOW, THEREFORE, in order to accommod
August 11, 2021	EX-10.3	License Agreement, dated April 8, 2021, by and between the Company and Pfizer, Inc (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2021). EXHIBIT 10.3 Certain information where indicated below in brackets has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed LICENSE AGREEMENT THIS LICENSE AGREEMENT (?Agreement?) is made effective as of the 8th day of April, 2021 (the ?Effective Date?), by and between Celcuity Inc., a corporation organized and existing
August 11, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY INC.
August 11, 2021	EX-10.4	Commercial Lease, Second Amendment to Lease, dated July 19, 2021, between West Glen Development I, LLC and Celcuity Inc., incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2021. EXHIBIT 10.4 SECOND AMENDMENT TO LEASE This Second Amendment to Lease (?Amendment?), dated this 19 day of July, 2021, is by and between West Glen Development I, LLC, a Minnesota limited liability company (?Landlord?) and Celcuity, Inc, a Delaware corporation (?Tenant?), and amends that certain Commercial Lease agreement dated the 28th day of September, 2017, and amended by that certain First Amend
August 9, 2021	EX-99.1	Celcuity Inc. EXHIBIT 99.1 Celcuity Inc. Reports Second Quarter 2021 Financial Results and Provides Corporate Update - Raised approximately $56.3 million of gross proceeds from a follow-on public offering of common stock in early July to provide funding for clinical development activities - After follow-on offering, Celcuity had approximately $94.4 million of cash on hand - Expanded clinical development and cli
August 9, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2021 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Numbe
July 9, 2021	EX-1	Joint Filing Agreement dated as of July 9, 2021, by and between Commodore Capital LP and Commodore Capital Master LP (incorporated by reference to Exhibit 1 to the Schedule 13G filed with the Securities and Exchange Commission on July 9, 2021). Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.
July 9, 2021	SC 13G	CELC / Celcuity Inc / COMMODORE CAPITAL LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
July 9, 2021	SC 13G/A	CELC / Celcuity Inc / Gagnon Neil - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15102K 100 (CUSIP Number) July 1, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant
June 30, 2021	EX-99	Celcuity Announces Launch of Follow-on Offering EX-99 4 celcex991.htm EX-99 EXHIBIT 99.1 Celcuity Announces Launch of Follow-on Offering MINNEAPOLIS, MN – June 28, 2021 - Celcuity Inc. (Nasdaq: CELC), a clinical-stage biotechnology company pursuing an integrated companion diagnostic and therapeutic strategy for treating patients with cancer, today announced that it has commenced an underwritten public offering of shares of its common stock. As
June 30, 2021	EX-99	Celcuity Announces Pricing of Follow-on Offering EX-99 5 celcex992.htm EX-99 EXHIBIT 99.2 Celcuity Announces Pricing of Follow-on Offering MINNEAPOLIS, MN – June 28, 2021 - Celcuity Inc. (Nasdaq: CELC), a clinical-stage biotechnology company pursuing an integrated companion diagnostic and therapeutic strategy for treating patients with cancer, today announced the pricing of its underwritten public offering of 2,250,000 shares of its common stock
June 30, 2021	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2021 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Number
June 30, 2021	EX-1	Underwriting Agreement, dated June 28, 2021, between Celcuity Inc., Jefferies LLC and Cowen and Company, LLC EXHIBIT 1.1 2,250,000 Shares Celcuity Inc. UNDERWRITING AGREEMENT June 28, 2021 JEFFERIES LLC COWEN AND COMPANY, LLC As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o COWEN AND COMPANY, LLC 599 Lexington Avenue New York, New York 10022 Ladies and Gentlemen: Introductory. Celcuity Inc., a Delaware corporation (the ?Company?), proposes t
June 29, 2021	424B5	2,250,000 Shares Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-254625 PROSPECTUS SUPPLEMENT (To Prospectus dated April 5, 2021) 2,250,000 Shares Common Stock We are offering 2,250,000 shares of our common stock. Our common stock is listed on The Nasdaq Stock Market LLC under the symbol ?CELC.? On June 28, 2021, the last reported sale price of our common stock on The Nasdaq Stock Market LLC was $30.93 per s
June 28, 2021	424B5	Subject to completion, dated June 28, 2021 The information in this preliminary prospectus is not complete and may be changed.
May 26, 2021	S-8	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under the Securities Act of 1933 CELCUITY INC. (Exact Name of Registrant as Specified in its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under the Securities Act of 1933 CELCUITY INC. (Exact Name of Registrant as Specified in its Charter) Delaware 82- 2863566 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) 16305 36th Avenue North; Suite 100 Minneapolis, Minnesota 55446 (Addre
May 13, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2021 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Number)
May 10, 2021	EX-99.1	Celcuity Inc. Condensed Statements of Operations Exhibit 99.1 Celcuity Inc. Reports First Quarter 2021 Financial Results and Provides Corporate Update - Entered into worldwide licensing agreement with Pfizer to develop and commercialize gedatolisib, a first-in-class PI3K/mTOR inhibitor, in clinical development for breast cancer - Announced encouraging preliminary data from a Phase 1b trial of gedatolisib plus Ibrance? and endocrine therapy for p
May 10, 2021	8-K	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Number)
May 10, 2021	10-Q	Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY INC.
April 8, 2021	EX-4.2	Form of Warrant, incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 8, 2021. Exhibit 4.2 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED (I) UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR (II) WITHOUT AN OPINION OF COUNSEL, IN FORM AND
April 8, 2021	EX-99.1	Celcuity Announces Worldwide Licensing Agreement with Pfizer to Develop and Commercialize Gedatolisib, a First-in-Class PI3K/mTOR Inhibitor for Breast Cancer -Preliminary data from 103 patients in the expansion portion of a Phase 1b clinical trial de Exhibit 99.1 Celcuity Announces Worldwide Licensing Agreement with Pfizer to Develop and Commercialize Gedatolisib, a First-in-Class PI3K/mTOR Inhibitor for Breast Cancer -Preliminary data from 103 patients in the expansion portion of a Phase 1b clinical trial demonstrated the drug was well tolerated and anti-tumor activity was noted - Unique opportunity to leverage our CELsignia platform to advan
April 8, 2021	EX-99.4	-1- Exhibit 99.4 Risk Factor Update Risk factors that could cause actual results to differ from our expectations and that could negatively impact our financial condition and results of operations are discussed below and elsewhere herein. Additional risks and uncertainties not presently known to us or that are currently not believed to be significant to our business may also affect our actual results a
April 8, 2021	EX-99.3	2L/3L: prior CDKi Exhibit 99.3 Unless otherwise provided in this Business Update, references to the ?Company,? ?we,? ?us,? and ?our? and similar references refer to Celcuity Inc., a Delaware corporation. We own various unregistered trademarks and service marks, including our corporate logo. Solely for convenience, the trademarks, trade names and service marks in this Business Update, including those owned by third
April 8, 2021	EX-99.2	Preliminary Phase 1b Data - 53 of the 88 evaluable patients (60%) had an objective response - - Gedatolisib showed a potentially differentiated safety and tolerability profile - Corporate Update - Entered $25 million debt financing agreement with Inn Exhibit 99.2 Celcuity Reports Preliminary Data from Phase 1b Trial of Gedatolisib plus Ibrance? and Endocrine Therapy for Patients with ER+/HER2- Metastatic Breast Cancer and Provides Corporate Update Preliminary Phase 1b Data - 53 of the 88 evaluable patients (60%) had an objective response - - Gedatolisib showed a potentially differentiated safety and tolerability profile - Corporate Update - En
April 8, 2021	EX-4.1	Equity Grant Agreement, dated April 8, 2021, between the Company and Pfizer, Inc., incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 8, 2021. Exhibit 4.1 EQUITY GRANT AGREEMENT This Equity Grant Agreement (this ?Agreement?) is made effective as of the 7 day of April, 2021 (the ?Effective Date?), by and between Celcuity Inc., a Delaware corporation (the ?Company?), and Pfizer Inc., a Delaware corporation (the ?Investor?). WHEREAS, the Company and the Investor are entering into a License Agreement dated the Effective Date (the ?License Ag
April 8, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2021 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Number
March 31, 2021	DEF 14A	- DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit
March 31, 2021	DEFA14A	- DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit
March 31, 2021	CORRESP	- CELCUITY INC. 16305 36th Avenue N., Suite 100 Minneapolis, MN 55446 (763) 392-0123 March 31, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Ms. Abby Adams Re: Celcuity Inc. Registration Statement on Form S-3 File Number: 333-254625 Dear Ms. Adams: In accordance with Rule 461 under the Securities Act of 1933, as a
March 23, 2021	EX-4.10	CELCUITY INC. ___________________, as Trustee Dated as of ___________, _______ TABLE OF CONTENTS EX-4.10 2 celcex4-1.htm FORM OF INDENTURE Exhibit 4.10 CELCUITY INC. and , as Trustee INDENTURE Dated as of , TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1. DEFINITIONS. 1 1.2. OTHER DEFINITIONS. 4 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. 4 1.4. RULES OF CONSTRUCTION. 5 ARTICLE 2 THE SECURITIES 5 2.1. ISSUABLE IN SERIES. 5 2.2. ESTABLISHMENT OF TE
March 23, 2021	S-3	- FORM S-3 As filed with the Securities and Exchange Commission on March 23, 2021 Registration No.

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