Current Report Filing (8-k)
May 12 2023 - 04:06PM
Edgar (US Regulatory)
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2023-05-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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)
|
|
(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
5.02 |
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On
May 11, 2023, Celcuity Inc. (the “Company”) held its 2023 Annual
Meeting of Stockholders (the “Annual Meeting”). At the Annual
Meeting, the Company’s stockholders (the “Stockholders”) approved
an amendment (the “Plan Amendment”) to the Company’s Amended and
Restated 2017 Stock Incentive Plan (the “2017 Plan”) to increase by
1,500,000 the number of shares allocated for issuances under the
2017 Plan, with a corresponding 1,500,000 share increase to the
number of shares that may be issued under the 2017 Plan pursuant to
the exercise of incentive stock options.
The
Company’s Board of Directors approved the Plan Amendment subject to
Stockholder approval at the Annual Meeting. The Plan Amendment
became effective at the time of Stockholder approval.
A
copy of the Plan Amendment is attached to this Current Report as
Exhibit 10.1 and is incorporated herein by reference. The material
terms of the 2017 Plan, as so amended, are set forth in the
Company’s definitive proxy statement relating to the Annual Meeting
filed with the Securities and Exchange Commission on March 31,
2023.
Item
5.07 |
Submission
of Matters to a Vote of Security Holders. |
At
the Annual Meeting:
|
1. |
Stockholders
elected seven nominees to the Company’s Board of Directors to hold
office until the next annual meeting and until their successors are
duly elected and qualified; |
|
2. |
Stockholders
ratified the appointment of Boulay PLLP as the Company’s
independent registered public accounting firm for the fiscal year
ending December 31, 2023; |
|
3. |
Stockholders
approved, on a non-binding and advisory basis, the compensation of
the Company’s named executive officers; and |
|
4. |
Stockholders
approved a 1,500,000 share increase in the number of shares
authorized under the 2017 Plan. |
The
voting results for each such matter were as follows:
|
1. |
Election
of directors: |
Nominee: |
|
For: |
|
Withheld: |
|
Broker
Non-Votes: |
Richard
E. Buller |
|
11,018,738 |
|
1,817,283 |
|
2,978,032 |
David
F. Dalvey |
|
11,048,118 |
|
1,787,903 |
|
2,978,032 |
Leo
T. Furcht |
|
11,010,090 |
|
1,825,931 |
|
2,978,032 |
Lance
G. Laing |
|
12,733,951 |
|
102,070 |
|
2,978,032 |
Polly
A. Murphy |
|
12,733,390 |
|
102,631 |
|
2,978,032 |
Richard
J. Nigon |
|
12,764,974 |
|
71,047 |
|
2,978,032 |
Brian
F. Sullivan |
|
12,763,331 |
|
72,690 |
|
2,978,032 |
|
2. |
Ratification
of the appointment of Boulay PLLP as the Company’s independent
registered public accounting firm for the fiscal year ending
December 31, 2023: |
For: |
|
Against: |
|
Abstain: |
|
Broker
Non-Votes: |
15,812,461 |
|
948 |
|
644 |
|
0 |
|
3. |
Approval,
on a non-binding and advisory basis, of the Company’s named
executive officer compensation: |
For: |
|
Against: |
|
Abstain: |
|
Broker
Non-Votes: |
9,248,453 |
|
3,577,453 |
|
10,115 |
|
2,978,032 |
|
4. |
Approval
of the 1,500,000 share increase in the number of shares authorized
under the 2017 Plan: |
For: |
|
Against: |
|
Abstain: |
|
Broker
Non-Votes: |
9,211,918 |
|
3,616,595 |
|
7,508 |
|
2,978,032 |
Item
9.01 |
Financial
Statements and Exhibits. |
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:
May 12, 2023
|
CELCUITY
INC. |
|
By: |
/s/
Brian F. Sullivan |
|
|
Brian
F. Sullivan
|
|
|
Chief
Executive Officer
|
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