false 0001603454 0001603454 2023-12-01 2023-12-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






Washington, D.C. 20549






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)



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 8.01 Other Events.


As previously reported, on February 4, 2022, Celcuity Inc., a Delaware corporation (the “Company”), entered into an Open Market Sale Agreement with Jefferies LLC (“Jefferies”), as agent, pursuant to which the Company may offer and sell, from time to time, through Jefferies, shares of its common stock having an aggregate offering price of up to $50,000,000 (the “Open Market Sale Agreement”). Pursuant to the Open Market Sale Agreement, on December 1, 2023, the Company sold 1,034,500 shares of common stock in a single transaction at a price of $14.50 per share, generating gross proceeds of $15 million, before deducting sales agent fees and expenses payable by the Company. Following this transaction, approximately $29.8 million of common stock remains available for sale under the Open Market Sale Agreement. As of December 5, 2023, after receipt of the gross proceeds of approximately $15 million, the Company’s cash, cash equivalents and short-term investments were approximately $185.3 million.







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: December 5, 2023


  By: /s/ Brian F. Sullivan
    Brian F. Sullivan
    Chief Executive Officer




Dec. 01, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 01, 2023
Entity File Number 001-38207
Entity Registrant Name Celcuity Inc.
Entity Central Index Key 0001603454
Entity Tax Identification Number 82-2863566
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 16305 36th Avenue North; Suite 100
Entity Address, City or Town Minneapolis
Entity Address, State or Province MN
Entity Address, Postal Zip Code 55446
City Area Code (763)
Local Phone Number 392-0767
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value per share
Trading Symbol CELC
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Information, Former Legal or Registered Name Not Applicable

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