Form 8-K - Current report

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)

(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 9, 2024, Celcuity Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (the “Stockholders”) approved an 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 Stockholders also approved an amendment to the 2017 Plan to increase by 250,000 the number of incentive award shares that may be granted in any calendar year to any one eligible recipient (collectively, the “Plan Amendments”).

The Company’s Board of Directors approved the Plan Amendments subject to Stockholder approval at the Annual Meeting. The Plan Amendments became effective at the time of Stockholder approval.

A copy of the Plan Amendments 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 28, 2024.

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, 2024;

	3.	Stockholders approved, on a non-binding and advisory basis, the compensation of the Company’s named executive officers;

	4.	Stockholders recommended, on a non-binding and advisory basis, a one-year frequency of votes on named executive officer compensation;

	5.	Stockholders approved a 1,500,000 share increase in the number of shares authorized under the 2017 Plan; and

	6.	Stockholders approved a 250,000 share increase to the number of incentive award shares that may be granted in any calendar year to any one eligible recipient under the 2017 Plan.

The voting results for each such matter were as follows:

Election of directors:

Nominee:	For:		Withheld:		Broker Non-Votes:
Richard E. Buller		18,499,799		628,738		3,786,336
David F. Dalvey		17,711,698		1,416,839		3,786,336
Leo T. Furcht		14,308,641		4,819,896		3,786,336
Lance G. Laing		18,746,791		381,746		3,786,336
Polly A. Murphy		18,570,800		557,737		3,786,336
Richard J. Nigon		19,040,525		88,012		3,786,336
Brian F. Sullivan		19,036,375		92,162		3,786,336

Ratification of the appointment of Boulay PLLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:

For:		Against:		Abstain:		Broker Non-Votes:
22,913,010		1,149		714		0

Approval, on a non-binding and advisory basis, of the Company’s named executive officer compensation:

For:		Against:		Abstain:		Broker Non-Votes:
18,099,226		1,026,500		2,811		3,786,336

Recommendation, on a non-binding and advisory basis, of a one-year frequency of votes on named executive officer compensation.

1 year		2 years		3 years		Abstain		Broker Non-Votes:
18,867,130		244,059		15,194		2,154		3,786,336

In light of stockholder approval at the Annual Meeting to hold an advisory vote on the compensation of the Company’s named executive officers every year, the Company’s Board of Directors has determined to hold an advisory vote on the compensation of the Company’s named executive officers every year, until the next advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers or until the Board of Directors otherwise determines that a different frequency for such advisory vote would be in the best interests of the Company’s stockholders.

Approval of the 1,500,000 share increase in the number of shares authorized under the 2017 Plan:

For:		Against:		Abstain:		Broker Non-Votes:
13,776,340		5,331,818		20,379		3,786,336

Approval of the 250,000 share increase to the number of incentive award shares that may be granted in any calendar year to any one eligible recipient under the 2017 Plan.

For:		Against:		Abstain:		Broker Non-Votes:
17,179,798		1,946,356		2,383		3,786,336

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

10.1		Amendment to the Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 13, 2024

	CELCUITY INC.

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

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 Thousand Four Hundred Sixty (5,576,460) Shares are reserved for issuance under the Plan. On January 1 of each year commencing in 2025 and ending on (and including) January 1, 2027, an additional number of Shares shall become available for issuance under the Plan equal to the lesser of: (i) one percent (1%) of the number of Shares issued and outstanding as of the immediately preceding December 31, and (ii) another amount determined by the Board. Notwithstanding the foregoing, the number of Shares available under the Plan to be issued as Incentive Stock Options shall not exceed Four Million Seven Hundred Fifty Thousand (4,750,000) Shares, subject to adjustment as provided in the Plan and Section 422 or 424 of the Code or any successor provisions.”

2. Amendment. Section 4.3 of the Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan is hereby amended in its entirety to read as follows:

“4.3. Incentive Award Limitations Under the Plan. Notwithstanding any provision in the Plan to the contrary, the number of Shares subject to an Incentive Award or Awards granted under the Plan in any calendar year to any one Eligible Recipient shall not, in the aggregate, be more than 500,000 Shares. Such annual Incentive Award limitations shall be subject to adjustment as provided in Section 4.4 of the Plan. For purposes of applying such annual Incentive Award limitations to Incentive Awards denominated in a form other than Shares, the number of Shares subject to such Incentive Award shall be determined by dividing the maximum amount payable under such Incentive Award by the Fair Market Value of a Share at the date of grant.

3. Effective Date. The foregoing amendment shall be effective as of May 9, 2024.

Cover	May 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 09, 2024
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