Current Report Filing (8-k)
September 01 2022 - 4:11PM
Edgar (US Regulatory)
0001603454
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0001603454
2022-09-01
2022-09-01
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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
Number) |
|
(IRS
Employer
Identification
No.) |
16305
36th Avenue North; Suite 100
Minneapolis,
Minnesota 55446
(Address
of Principal Executive Offices and Zip Code)
(763)
392-0767
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.001 par value per share |
|
CELC |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.07 |
Submission of Matters to a Vote of Security Holders. |
On
September 1, 2022, Celcuity Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”),
at which the following proposals were submitted to the Company’s stockholders:
|
1. |
Approval
of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s
Common Stock from 30,000,000 shares to 65,000,000 shares; and |
|
|
|
|
2. |
Approval
of an adjournment of the Special Meeting to a later date and time, if necessary, to permit further solicitation and vote of proxies
if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes in favor of Proposal 1. |
The
Company’s stockholders approved the proposal to amend the Company’s Certificate of Incorporation to increase the authorized
number of shares of the Company’s Common Stock from 30,000,000 shares to 65,000,000 shares. Voting results were as follows:
For: |
|
Against: |
|
Abstain: |
11,636,957 |
|
173,221 |
|
2,305 |
Since
there were sufficient votes at the time of the Special Meeting to approve the amendment to the Company’s Certificate of Incorporation,
the proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies was not called for at the
Special Meeting.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
September 1, 2022
|
CELCUITY INC. |
|
|
|
|
By: |
/s/
Brian F. Sullivan |
|
|
Brian
F. Sullivan |
|
|
Chief
Executive Officer |
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