false 0001603454 0001603454 2023-12-01 2023-12-01 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): 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)

 

(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 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.

 

 

 

 

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: December 5, 2023

 

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

 

 

 

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Entity Information, Former Legal or Registered Name Not Applicable

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