Current Report Filing (8-k)
May 12 2023 - 04:06PM
Edgar (US Regulatory)
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2023-05-11
2023-05-11
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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): 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:
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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