UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
Under
the Securities Act of 1933
CELCUITY
INC.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
82-
2863566 |
(State
or Other Jurisdiction of
Incorporation
or Organization) |
|
(I.R.S.
Employer
Identification
Number) |
16305
36th Avenue North; Suite 100
Minneapolis, Minnesota 55446
(Address
of Principal Executive Offices and Zip Code)
Celcuity
Inc. Amended and Restated 2017 Stock Incentive Plan
Celcuity
Inc. 2017 Employee Stock Purchase Plan
(Full
Titles of the Plans)
| Brian F. Sullivan |
|
Copies
to: |
| Chief Executive Officer |
|
Eric O. Madson |
| 16305 36th Avenue N., Suite 100 |
|
Fredrikson & Byron, P.A. |
| Minneapolis, MN 55446 |
|
60 South Sixth Street,
Suite 1500 |
| (763) 392-0767 |
|
Minneapolis, MN 55402 |
| (Name, Address and Telephone Number, Including Area Code, of Agent for Service) |
|
Fax: (612) 492-7077 |
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
|
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
|
Smaller
reporting company |
☒ |
| |
|
|
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 7(a)(2)(B) of the Securities Act. ☐
STATEMENT
OF INCORPORATION BY REFERENCE
The
purpose of this Registration Statement is to register (i) 1,755,060 additional shares of the registrant’s common stock, par value
$0.001 per share (the “Common Stock”), reserved for issuance under the Registrant’s Amended and Restated 2017 Stock
Incentive Plan, and (ii) 127,530 additional shares of Common Stock reserved for issuance under the Registrant’s 2017 Employee Stock
Purchase Plan. This Registration Statement is submitted in accordance with General Instruction E to Form S-8 regarding registration of
additional securities, and pursuant to such instruction, the contents of the Registration Statement on Form S-8 (File Nos. 333-221117,
333-238787, 333-253940, 333-256500, 333-265328, 333-270238 and 333-271976) are incorporated herein by reference, except for Item 8, Exhibits.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
8. Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Minneapolis, State of Minnesota, on May 20, 2024.
| |
CELCUITY INC. |
| |
|
| |
By: |
/s/
Brian F. Sullivan |
| |
|
Brian F. Sullivan
Chief Executive Officer |
POWER
OF ATTORNEY
The
undersigned directors and officers of Celcuity Inc. hereby severally constitute and appoint Brian F. Sullivan and Vicky Hahne as attorneys-in-fact
for the undersigned, each of them singly, with full and several power of substitution for, and in the name, place and stead of the undersigned,
to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective
amendments) and exhibits to this registration statement on Form S-8 (or any other registration statement for the same offering that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act) and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and
authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming
all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and
on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Brian F. Sullivan |
|
Chief Executive Officer (Principal Executive Officer), |
|
May 20, 2024 |
| Brian F. Sullivan |
|
Director and Chairman |
|
|
| |
|
|
|
|
| /s/ Vicky Hahne |
|
Chief Financial Officer (Principal Financial and |
|
May 20, 2024 |
| Vicky Hahne |
|
Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Lance G. Laing |
|
Chief Science Officer, Vice President and Secretary, |
|
May 20, 2024 |
| Lance G. Laing |
|
and Director |
|
|
| |
|
|
|
|
| /s/ Richard E. Buller |
|
Director |
|
May 20, 2024 |
| Richard E. Buller |
|
|
|
|
| |
|
|
|
|
| /s/ David F. Dalvey |
|
Director |
|
May 20, 2024 |
| David F. Dalvey |
|
|
|
|
| |
|
|
|
|
| /s/ Leo T. Furcht |
|
Director |
|
May 20, 2024 |
| Leo T. Furcht |
|
|
|
|
| |
|
|
|
|
| /s/ Polly A. Murphy |
|
Director |
|
May 20, 2024 |
| Polly A. Murphy |
|
|
|
|
| |
|
|
|
|
| /s/ Richard J. Nigon |
|
Director |
|
May 20, 2024 |
| Richard J. Nigon |
|
|
|
|
Exhibit
5.1
OPINION
OF FREDRIKSON & BYRON, P.A.
FREDRIKSON
& BYRON, P.A.
60
South Sixth Street, Suite 1500
Minneapolis,
Minnesota 55402
Telephone:
(612) 492-7000
Facsimile:
(612) 492-7077
May
20, 2024
Celcuity
Inc.
16305
36th Avenue N., Suite 100
Minneapolis,
MN 55446
Re:
Registration Statement on Form S-8
Ladies
and Gentlemen:
We
are acting as corporate counsel to Celcuity Inc. (the “Company”) in connection with the filing by the Company of a Registration
Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”),
to register 1,882,590 shares (plus any additional shares as described in footnote (2) to the Calculation of Registration Fee table) of
Common Stock, par value $0.001, of the Company, which we have been advised by the Company may be issued from time to time pursuant to
the Company’s Amended and Restated 2017 Stock Incentive Plan and 2017 Employee Stock Purchase Plan (each, a “Plan”
and collectively, the “Plans” ). All such shares of Common Stock to be issued pursuant to the Plans are referred to herein
as the “Shares.”
In
acting as such counsel and for the purpose of rendering this opinion, we have reviewed copies of the following, as presented, and represented
as being such, to us by the Company: (i) the Company’s Certificate of Incorporation; (ii) the Company’s Bylaws; (iii) certain
corporate resolutions adopted by the Board of Directors and stockholders of the Company pertaining to the approval of the Plans; (iv)
the Plans; and (v) the Registration Statement. In our examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity with the original of all documents submitted to us as copies thereof.
Based
on, and subject to, the foregoing and upon representations and information provided by the Company or its officers or directors or by
public officials or their staffs, it is our opinion as of this date that, upon issuance and delivery of the Shares against receipt by
the Company of the consideration for the Shares pursuant to the terms of the respective Plan, the Shares will be validly issued, fully
paid and nonassessable.
This
opinion is limited to the Delaware General Corporation Law. We hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.
| |
Very
truly yours,
Fredrikson
& Byron, P.A.
|
| |
|
|
| |
By: |
/s/
Eric O. Madson |
| |
|
Eric O. Madson
Vice President |
Exhibit
23.1
Consent
of Independent Registered Public Accounting Firm
We
consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Celcuity Inc. Amended and Restated
2017 Stock Incentive Plan and Celcuity Inc. 2017 Employee Stock Purchase Plan of our report dated March 27, 2024, with respect to the
balance sheets of Celcuity Inc as of December 31, 2023 and 2022, and the related statements of operations, changes in stockholders’
equity, and cash flows for each of the years ended December 31, 2023 and 2022 included in the Annual Report on Form 10-K of Celcuity
Inc. for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/
Boulay PLLP
Minneapolis,
Minnesota
May
20, 2024
Exhibit
107
Calculation
of Filing Fee Tables
Form
S-8
(Form
Type)
Celcuity
Inc.
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered Securities
| Security Type | |
Security Class Title | |
Fee Calculation Rate (1) | |
Amount Registered (2) | | |
Proposed Maximum Offering Price Per Share (3) | | |
Maximum Aggregate Offering Price | | |
Fee Rate | | |
Amount of Registration fee | |
| Equity | |
Common Stock issuable under the Registrant’s Amended and Restated 2017 Stock Incentive Plan | |
Other | |
| 1,755,060 | | |
$ | 17.09 | | |
$ | 29,993,975.40 | | |
| 0.00014760 | | |
$ | 4,427.11 | |
| Equity | |
Common Stock issuable under the Registrant’s 2017 Employee Stock Purchase Plan | |
Other | |
| 127,530 | | |
$ | 17.09 | | |
$ | 2,179,487.70 | | |
| 0.00014760 | | |
$ | 321.69 | |
| Total Offering Amounts | |
$ | 32,173,463.10 | | |
| | | |
$ | 4,748.80 | |
| Total Fee Offsets | |
| | | |
| | | |
| N/A | |
| Net Fee Due | |
| | | |
| | | |
$ | 4,748.80 | |
| (1) |
Fee
calculated in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, as amended (the “Securities Act”). |
| (2) |
Pursuant
to Rule 416 under the Securities Act, there is also being registered hereunder an indeterminate number of additional securities that
may become issuable pursuant to antidilution provisions of the plans covered by this Registration Statement. |
| (3) |
Estimated
pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee and based upon the average of
the high and low prices of the Registrant’s Common Stock on May 14, 2024, as quoted on the Nasdaq Capital Market. |
Celcuity (NASDAQ:CELC)
Historical Stock Chart
From Nov 2024 to Dec 2024
Celcuity (NASDAQ:CELC)
Historical Stock Chart
From Dec 2023 to Dec 2024
