CELC / Celcuity Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

Celcuity Inc. $500.0 Million Aggregate Principal Amount of 0.250% Convertible Senior Notes due 2032

Filed Pursuant to Rule 433 Registration No. 333-292646 Issuer Free Writing Prospectus, dated June 3, 2026 PRICING TERM SHEET June 3, 2026 Celcuity Inc. $500.0 Million Aggregate Principal Amount of 0.250% Convertible Senior Notes due 2032 The information in this pricing term sheet supplements Celcuity Inc.’s (“Celcuity”) preliminary prospectus supplement, dated June 3, 2026, (the “Preliminary Prosp

Subject to Completion, dated June 3, 2026

The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

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): June 2, 2026 Celcuity Inc. (Exact

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): June 2, 2026 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)

Celcuity’s Gedatolisib Combination Regimens Doubled the Likelihood of Survival without Disease Progression or Death Compared to Alpelisib plus Fulvestrant in the PIK3CA Mutant Cohort of the Pivotal Phase 3 VIKTORIA-1 Trial in Patients with HR+/HER2-

Exhibit 99.1 Celcuity’s Gedatolisib Combination Regimens Doubled the Likelihood of Survival without Disease Progression or Death Compared to Alpelisib plus Fulvestrant in the PIK3CA Mutant Cohort of the Pivotal Phase 3 VIKTORIA-1 Trial in Patients with HR+/HER2- Advanced Breast Cancer ● Gedatolisib plus fulvestrant and palbociclib (the “gedatolisib-triplet”) reduced the risk of disease progression

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2026 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation)

CELCUITY INC. AMENDED AND RESTATED 2017 EMPLOYEE STOCK PURCHASE PLAN

Exhibit 10.2 CELCUITY INC. AMENDED AND RESTATED 2017 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the Employee Stock Purchase Plan of Celcuity Inc. 1. Purpose. The purpose of the Celcuity Inc.’s Amended and Restated 2017 Employee Stock Purchase Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 Celcuity Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $0.001 par value per share, issuable under the Celcuity Inc. 2026 Stock Incentive Plan Other 3,000,000 $

CELCUITY INC. 2026 STOCK INCENTIVE PLAN

Exhibit 10.1 CELCUITY INC. 2026 STOCK INCENTIVE PLAN 1. Purpose. The purpose of the Celcuity Inc. 2026 Stock Incentive Plan (the “Plan”) is to attract and retain the best available personnel for positions of responsibility with the Company, to provide additional equity incentives to them and align their interests with those of the Company’s stockholders, and to thereby promote the Company’s long-t

As filed with the Securities and Exchange Commission on May 18, 2026

As filed with the Securities and Exchange Commission on May 18, 2026 Registration No.

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 18, 2026 Celcuity Inc. (Exact

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 18, 2026 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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY INC.

Celcuity Inc. Reports Release of First Quarter 2026 Financial Results and Provides Corporate Update

Exhibit 99.1 Celcuity Inc. Reports Release of First Quarter 2026 Financial Results and Provides Corporate Update – Phase 3 VIKTORIA-1 trial achieved primary endpoint with clinically meaningful improvement in progression-free survival in PIK3CA mutant cohort; detailed data for gedatolisib regimens will be presented at the 2026 ASCO Annual Meeting – Phase 3 VIKTORIA-2 trial expanded to include a sec

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 14, 2026 Celcuity Inc. (Exact

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 14, 2026 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)

Celcuity’s Phase 3 VIKTORIA-1 Trial Achieves Primary Endpoint With Clinically Meaningful Improvement in Progression-Free Survival in PIK3CA Mutant Cohort

Exhibit 99.1 Celcuity’s Phase 3 VIKTORIA-1 Trial Achieves Primary Endpoint With Clinically Meaningful Improvement in Progression-Free Survival in PIK3CA Mutant Cohort − Detailed data for the gedatolisib triplet and doublet regimens will be presented at a late-breaking abstract oral session at the 2026 ASCO Annual Meeting MINNEAPOLIS, May 1, 2026 — Celcuity Inc. (Nasdaq: CELC), a clinical-stage bio

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 1, 2026 Celcuity Inc. (Exact

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 1, 2026 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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38207 Celcuity I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended

Exhibit 4.2 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The following summary of the terms of our capital stock is subject to and qualified in its entirety by reference to our certificate of incorporation, as amended, and bylaws, copies of which are on file with the SEC as exhibits to previous SEC filings. As of Decemb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38207 Celcuity Inc.

CELCUITY INC. POLICY TO PROHIBIT INSIDER TRADING As Amended & Restated February 12, 2026 Executive Summary

Exhibit 19 CELCUITY INC. POLICY TO PROHIBIT INSIDER TRADING As Amended & Restated February 12, 2026 Executive Summary This Policy to Prohibit Insider Trading (the “Insider Trading Policy” or the “Policy”) provides guidelines for directors, officers, employees, or other representatives of Celcuity Inc. (“Celcuity” or the “Company”) who may have access to material non-public information about the Co

CELCUITY INC. 2017 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.40 CELCUITY INC. 2017 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is entered into as of the “Grant Date” set forth below, by and between Celcuity Inc., a Delaware corporation (the “Company”) and the person named below (the “Participant”). The Award granted hereby is granted under the Celcuity Inc. 2017 Stock Incentive Plan (the

Celcuity Inc. Reports Release of Fourth Quarter and Full Year 2025 Financial Results and Provides Corporate Update

Exhibit 99.1 Celcuity Inc. Reports Release of Fourth Quarter and Full Year 2025 Financial Results and Provides Corporate Update – The U.S. Food and Drug Administration (“FDA”) accepted Celcuity’s New Drug Application (“NDA”) and granted Priority Review with a Prescription Drug User Fee Act (“PDUFA”) goal date of July 17, 2026, for gedatolisib in HR+/HER2-/PIK3CA wild-type (“WT”) advanced breast ca

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): March 25, 2026 Celcuity Inc. (Exa

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): March 25, 2026 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

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): February 11, 2026 Celcuity Inc. (

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): February 11, 2026 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Celcuity Appoints Charles Romp to its Board of Directors

Exhibit 99.1 Celcuity Appoints Charles Romp to its Board of Directors MINNEAPOLIS, February 12, 2026 — Celcuity Inc. (Nasdaq: CELC), a clinical-stage biotechnology company pursuing development of targeted therapies for oncology, today announced the appointment of Charles (Chip) R. Romp to its Board of Directors. Mr. Romp brings over 25 years of experience in the pharmaceutical industry to Celcuity

Calculation of Filing Fee Tables Form S-3 (Form Type) Celcuity Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Celcuity Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry For

As filed with the Securities and Exchange Commission on January 9, 2026

As filed with the Securities and Exchange Commission on January 9, 2026 Registration No.

Celcuity Announces Completion of Submission of Its New Drug Application to the U.S. FDA for Gedatolisib in HR+/HER2-/PIK3CA Wild-Type Advanced Breast Cancer

Exhibit 99.1 Celcuity Announces Completion of Submission of Its New Drug Application to the U.S. FDA for Gedatolisib in HR+/HER2-/PIK3CA Wild-Type Advanced Breast Cancer MINNEAPOLIS, November 17, 2025 — Celcuity Inc. (Nasdaq: CELC), a clinical-stage biotechnology company pursuing development of targeted therapies for oncology, today announced the completion of the submission of its New Drug Applic

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): November 17, 2025 Celcuity Inc. (

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): November 17, 2025 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY

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): November 12, 2025 Celcuity Inc. (

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): November 12, 2025 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Celcuity Inc. Reports Third Quarter 2025 Financial Results and Provides Corporate Update

Exhibit 99.1 Celcuity Inc. Reports Third Quarter 2025 Financial Results and Provides Corporate Update - Presented detailed efficacy and safety results from the PIK3CA wild-type (“WT”) cohort of the Phase 3 VIKTORIA-1 clinical trial at a late breaking oral presentation at the 2025 European Society for Medical Oncology (“ESMO”) Congress - Presented updated clinical results from the Phase 1b portion

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): October 18, 2025 Celcuity Inc. (E

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): October 18, 2025 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Num

Celcuity Provides Update on Status of the PIK3CA Mutated Cohort of Phase 3 VIKTORIA-1 Trial and Releases Additional Data Analysis From Phase 1b Clinical Trial

Exhibit 99.2 Celcuity Provides Update on Status of the PIK3CA Mutated Cohort of Phase 3 VIKTORIA-1 Trial and Releases Additional Data Analysis From Phase 1b Clinical Trial - PIK3CA mutant cohort of the Phase 3 VIKTORIA-1 clinical trial is fully enrolled - Additional analysis of data from a Phase 1b clinical trial that included all patients treated with gedatolisib combined with fulvestrant and pal

Detailed Results from PIK3CA Wild-Type Cohort of Phase 3 VIKTORIA-1 Trial Presented at 2025 ESMO Congress Demonstrate Potential for Gedatolisib Regimens to be Practice Changing for Patients with HR+/HER2- Advanced Breast Cancer

Exhibit 99.1 Detailed Results from PIK3CA Wild-Type Cohort of Phase 3 VIKTORIA-1 Trial Presented at 2025 ESMO Congress Demonstrate Potential for Gedatolisib Regimens to be Practice Changing for Patients with HR+/HER2- Advanced Breast Cancer - Clinical benefit of the gedatolisib regimens was consistent across patient subgroups - Hyperglycemia was reported in only 9.2% of patients treated with gedat

D/A

X0708 D/A LIVE 0001603454 Celcuity Inc. 16305 36TH AVENUE NORTH SUITE 100 MINNEAPOLIS MN MINNESOTA 55446 (763) 392-0767 DELAWARE None Celcuity LLC Corporation true Brian F. Sullivan 16305 36th Avenue North Suite 100 Minneapolis MN MINNESOTA 55446 Executive Officer Director Promoter Lance G. Laing 16305 36th Avenue North Suite 100 Minneapolis MN MINNESOTA 55446 Executive Officer Director Vicky Hahn

Celcuity Announces Upsized Senior Secured Term Loan Facility of $500 Million with Innovatus Capital Partners and Oxford Finance

Exhibit 99.1 Celcuity Announces Upsized Senior Secured Term Loan Facility of $500 Million with Innovatus Capital Partners and Oxford Finance MINNEAPOLIS, MN – September 9, 2025 – Celcuity Inc. (“Celcuity”), a clinical-stage biotechnology company pursuing development of targeted therapies for oncology, today announced that it has entered into an amendment to its existing senior secured credit facil

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT September 9, 2025

Exhibit 10.1 Certain confidential information has been excluded from this exhibit because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential. Brackets with triple asterisks denote omissions. THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT September 9, 2025 THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECUR

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): September 9, 2025 Celcuity Inc. (

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): September 9, 2025 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Nu

WARRANT TO PURCHASE STOCK

Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED (I) UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR (II) WITHOUT AN OPINION OF COUNSEL, IN FORM AND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY INC.

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): August 14, 2025 Celcuity Inc. (Ex

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): August 14, 2025 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Celcuity Inc. Reports Second Quarter 2025 Financial Results and Provides Corporate Update

Exhibit 99.1 Celcuity Inc. Reports Second Quarter 2025 Financial Results and Provides Corporate Update - Reported statistically significant and clinically meaningful improvement in both primary endpoints from the PIK3CA wild-type cohort of the Phase 3 VIKTORIA-1 trial - Hazard ratios and improvements in median progression-free survival (“PFS”) are unprecedented in HR+/HER2- advanced breast cancer

First Supplemental Indenture, dated as of August 1, 2025, between Celcuity Inc. and U.S. Bank Trust Company, National Association, as trustee.

Exhibit 4.2 CELCUITY Inc. and U.S. Bank Trust Company, National Association as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August 1, 2025 2.750% Convertible Senior Notes due 2031 CROSS REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310 (a)(1) N/A (a)(2) N/A (a)(3) N/A (a)(4) N/A (a)(5) N/A (b) N/A (c) N/A 311 (a) N/A (b) N/A (c) N/A 312 (a) 2.08 (b) N/A (c) N/A 313 (a) N/A (b)

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits

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): July 30, 2025 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

Underwriting Agreement, dated as of August 1, 2025, between Celcuity Inc. and the representatives of the underwriters named therein, relating to the issuance and sale of 2.750% Convertible Senior Notes due 2031.

Exhibit 1.1 $175,000,000 2.750% Convertible Senior Notes Due 2031 Celcuity Inc. UNDERWRITING AGREEMENT July 30, 2025 JEFFERIES LLC TD SECURITIES (USA) LLC LEERINK PARTNERS LLC As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o TD SECURITIES (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 c/o LEERINK PARTNERS LLC 1301 Avenue of th

Indenture, dated as of August 1, 2025, between Celcuity Inc. and U.S. Bank Trust Company, National Association, as trustee.

Exhibit 4.1 CELCUITY INC. Issuer AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Trustee INDENTURE Dated as of August 1, 2025 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2. ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities. 5 Section 2.02 Form of Securities and Trustee’s Cer

Form of Pre-Funded Warrant.

Exhibit 4.1 PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Number of Shares: [ ] (subject to adjustment) Warrant No. [ ] Original Issue Date: [ ], 2025 Celcuity Inc. Celcuity Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ] or its registered assigns (the “Holder”), is entitled, s

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): July 30, 2025 Celcuity Inc. (Exac

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): July 30, 2025 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

Celcuity Inc. Announces Pricing of Concurrent Public Offerings of 2.750% Convertible Senior Notes Due 2031 and Common Stock and Pre-Funded Warrants

Exhibit 99.1 Celcuity Inc. Announces Pricing of Concurrent Public Offerings of 2.750% Convertible Senior Notes Due 2031 and Common Stock and Pre-Funded Warrants MINNEAPOLIS, July 30, 2025 – Celcuity Inc. (Nasdaq: CELC) (the “Company”), a clinical-stage biotechnology company pursuing development of targeted therapies for oncology, today announced the pricing of its underwritten public offering of $

Underwriting Agreement, dated as of July 30, 2025, among Celcuity Inc. and the representatives of the underwriters named therein, relating to the issuance and sale of common stock.

Exhibit 1.1 1,836,842 Shares of Common Stock And Pre-Funded Warrants to Purchase 400,000 Shares of Common Stock Celcuity Inc. UNDERWRITING AGREEMENT July 30, 2025 JEFFERIES LLC TD SECURITIES (USA) LLC LEERINK PARTNERS LLC As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o TD SECURITIES (USA) LLC 1 Vanderbilt Avenue New York, New York 10

Celcuity Inc. 2.750% Convertible Senior Notes due 2031

Filed Pursuant to Rule 424(b)(5) Registration No. 333-281887 PROSPECTUS SUPPLEMENT (To Prospectus dated December 2, 2024) Celcuity Inc. $175,000,000 2.750% Convertible Senior Notes due 2031 We are offering $175,000,000 aggregate principal amount of our 2.750% convertible senior notes due 2031 (the “notes”). In addition, we have granted the underwriters an option to purchase, exercisable for 30 day

Celcuity Inc. 1,836,842 Shares of Common Stock Pre-Funded Warrants to Purchase 400,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-281887 PROSPECTUS SUPPLEMENT (To Prospectus dated December 2, 2024) Celcuity Inc. 1,836,842 Shares of Common Stock Pre-Funded Warrants to Purchase 400,000 Shares of Common Stock We are offering 1,836,842 of shares of our common stock and pre-funded warrants to purchase 400,000 shares of common stock. The purchase price of each pre-funded warran

Common stock Pre-funded warrants to purchase common stock

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Dated July 30, 2025 Relating to Preliminary Prospectus Supplement Dated July 28, 2025 Registration Statement No.

Celcuity Inc. Offerings of $85.0 Million of Shares of Common Stock and Pre-Funded Warrants (consisting of 1,836,842 Shares of Common Stock and Pre-Funded Warrants to Purchase up to 400,000 Shares of Common Stock) $175.0 Million Aggregate Principal Am

Filed Pursuant to Rule 433 Registration No. 333-281887 Issuer Free Writing Prospectus, dated July 30, 2025 PRICING TERM SHEET July 30, 2025 Celcuity Inc. Offerings of $85.0 Million of Shares of Common Stock and Pre-Funded Warrants (consisting of 1,836,842 Shares of Common Stock and Pre-Funded Warrants to Purchase up to 400,000 Shares of Common Stock) $175.0 Million Aggregate Principal Amount of 2.

Up to $50,000,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-281887 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus Supplement dated December 6, 2024 and Prospectus dated December 2, 2024) Up to $50,000,000 Common Stock This Prospectus Supplement No. 1 (the “Prospectus Supplement”) amends and supplements certain information in our prospectus dated December 2, 2024 (the “Base Prospectus”) and our prospectus su

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): July 28, 2025 Celcuity Inc. (Exac

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): July 28, 2025 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

Second Amendment to Amended and Restated Loan and Security Agreement, dated May 13, 2025, by and among the Company, Innovatus Life Sciences Lending Fund I, LP, as collateral agent, the Lenders named therein and Oxford Finance LLC

Exhibit 10.1 SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT July 28, 2025 THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of the date first written above among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership (“Innovatus”), as collateral agent (in such capacity, together with its success

Celcuity Inc. Announces Concurrent Public Offerings of Convertible Senior Notes Due 2031 and Common Stock

Exhibit 99.1 Celcuity Inc. Announces Concurrent Public Offerings of Convertible Senior Notes Due 2031 and Common Stock MINNEAPOLIS, July 28, 2025 – Celcuity Inc. (Nasdaq: CELC) (the “Company”), a clinical-stage biotechnology company pursuing development of targeted therapies for oncology, today announced proposed underwritten public offerings of $150,000,000 aggregate principal amount of its conve

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): July 28, 2025 Celcuity Inc. (Exac

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): July 28, 2025 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

Subject to Completion, dated July 28, 2025

The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

Celcuity Announces Clinically Meaningful Improvement in Both Progression-Free Survival (“PFS”) Primary Endpoints from PIK3CA Wild-Type Cohort of Phase 3 VIKTORIA-1 Trial Hazard Ratios and Improvements in Median PFS are Unprecedented in HR+/HER2- Adva

Exhibit 99.1 Celcuity Announces Clinically Meaningful Improvement in Both Progression-Free Survival (“PFS”) Primary Endpoints from PIK3CA Wild-Type Cohort of Phase 3 VIKTORIA-1 Trial Hazard Ratios and Improvements in Median PFS are Unprecedented in HR+/HER2- Advanced Breast Cancer (“ABC”) - Gedatolisib + palbociclib + fulvestrant (“gedatolisib triplet”) reduced the risk of disease progression or d

Subject to Completion, dated July 28, 2025

The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

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): June 30, 2025 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

Press release dated June 30, 2025

Exhibit 10.1 Celcuity Reports Clinical Data from Two Early Phase Studies of Gedatolisib - In the Phase 1 portion of the CELC-G-201 clinical trial evaluating gedatolisib plus darolutamide in men with metastatic castration resistant prostate cancer (“mCRPC”), the six-month radiographic progression free survival (“rPFS”) rate was 66% - In a Phase 2 clinical trial of gedatolisib plus trastuzumab-pkrb

As filed with the Securities and Exchange Commission on June 4, 2025

As filed with the Securities and Exchange Commission on June 4, 2025 Registration No.

Filing Fee Table

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 Fees Previously Paid Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee(2) Equity Comm

Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan.

Exhibit 10.1 CELCUITY INC. AMENDED AND RESTATED 2017 STOCK INCENTIVE PLAN TABLE OF CONTENTS Page 1 Purpose of Plan 1 2 Definitions 1 3 Effective Date and Duration of the Plan 3 3.1 Effective Date and Duration 3 3.2 Stockholder Approval 3 4 Shares Available for Issuance 3 4.1 Plan Reserve 3 4.2 Accounting for Incentive Awards 3 4.3 Incentive Award Limitations Under the Plan 3 4.4 Adjustments to Sha

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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 13, 2025 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)

First Amendment to Amended and Restated Loan and Security Agreement, dated May 13, 2025, by and among the Company, Innovatus Life Sciences Lending Fund I, LP, as collateral agent, the Lenders named therein and Oxford Finance LLC.

Exhibit 10.3 FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT May 13, 2025 THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of the date first written above among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership (“Innovatus”), as collateral agent (in such capacity, together with its successors

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY INC.

Form of Stock Option Agreement (Performance-Based) pursuant to Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan.

Exhibit 10.2 CELCUITY INC. AMENDED AND RESTATED 2017 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (“Option Agreement”) is entered into as of the “Grant Date” set forth below, by and between Celcuity Inc., a Delaware corporation (the “Company”) and the person named below (the “Optionee”). The Option granted hereby is granted under the Celcuity Inc. Amended and Restated 20

Celcuity Inc. Reports First Quarter 2025 Financial Results and Provides Corporate Update

Exhibit 99.1 Celcuity Inc. Reports First Quarter 2025 Financial Results and Provides Corporate Update - The primary completion date of the PIK3CA wild-type cohort of the VIKTORIA-1 Phase 3 trial is expected in June 2025 and a topline data readout is anticipated in the third quarter of 2025 - Enrollment is ongoing in the PIK3CA mutant cohort of the VIKTORIA-1 Phase 3 trial and a topline data readou

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 14, 2025 Celcuity Inc. (Exact

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 14, 2025 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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38207 Celcuity I

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 31, 2025 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Exhibit 4.2

Exhibit 4.2 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The following summary of the terms of our capital stock is subject to and qualified in its entirety by reference to our certificate of incorporation, as amended, and bylaws, copies of which are on file with the SEC as exhibits to previous SEC filings. As of Decemb

Change in Control and Severance Plan and Summary Plan Description.

Exhibit 10.35 CELCUITY INC. CHANGE IN CONTROL AND SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION 1. Introduction. The purpose of this Celcuity Inc. Change in Control and Severance Plan is to provide assurances of specified benefits to employees of the Company in the event of a Change in Control or certain terminations of employment following a Change in Control as described in this Plan (as such term

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38207 Celcuity Inc.

Celcuity Inc. Reports Fourth Quarter and Full Year 2024 Financial Results and Provides Corporate Update

Exhibit 99.1 Celcuity Inc. Reports Fourth Quarter and Full Year 2024 Financial Results and Provides Corporate Update - The PIK3CA wild-type cohort of the VIKTORIA-1 Phase 3 trial is on track to report topline data in Q2 2025 - VIKTORIA-2 Phase 3 remains on track to enroll its first patient in Q2 2025 - Presented encouraging preliminary overall survival data from the Phase 1b study evaluating gedat

Celcuity Inc. Policy to Prohibit Insider Trading.

Exhibit 19 CELCUITY INC. POLICY TO PROHIBIT INSIDER TRADING As Amended & Restated February 13, 2025 Executive Summary This Policy to Prohibit Insider Trading (the “Insider Trading Policy” or the “Policy”) provides guidelines for directors, officers, employees, or other representatives of Celcuity Inc. (“Celcuity” or the “Company”) who may have access to material non-public information about the Co

EX-99

EX-99 3 ITEM7.txt EXHIBIT 99: ITEM 7 Aperio Group, LLC BlackRock Advisors, LLC BlackRock Asset Management Canada Limited BlackRock Fund Advisors BlackRock Institutional Trust Company, National Association BlackRock Financial Management, Inc. BlackRock Investment Management, LLC *Entity beneficially owns 5% or greater of the outstanding shares of the security class being reported on this Schedule 1

EX-24

EX-24 2 PowerOfAttorney.txt EXHIBIT 24: POWER OF ATTORNEY POWER OF ATTORNEY The undersigned, BlackRock, Inc., a corporation duly organized under the laws of the State of Delaware, United States (the "Company"), does hereby make, constitute and appoint each of Eric Andruczyk, Richard Cundiff, R. Andrew Dickson, III, Spencer Fleming, Laura Hildner, David Maryles, Christopher Meade, Charles Park, Jam

Other Events, Financial Statements and Exhibits

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 6, 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 Num

Up to $125,000,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-281887 PROSPECTUS SUPPLEMENT (To Prospectus dated December 2, 2024) Up to $125,000,000 Common Stock We have previously entered into an Open Market Sale AgreementSM (the “Sale Agreement”) with Jefferies LLC (“Sales Agent” or “Jefferies”), dated February 4, 2022, relating to the sale of shares of our common stock, par value $0.001 per share. In a

CELCUITY INC. 16305 36th Avenue North, Suite 100 Minneapolis, MN 55446 (763) 392-0123

CELCUITY INC. 16305 36th Avenue North, Suite 100 Minneapolis, MN 55446 (763) 392-0123 November 27, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Celcuity Inc. Registration Statement on Form S-3 File Number: 333-281887 Ladies and Gentleman: In accordance with Rule 461 under the Securities Act of 1933, as amended, t

As filed with the Securities and Exchange Commission on November 26, 2024

As filed with the Securities and Exchange Commission on November 26, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY

CELC / Celcuity Inc. / BAKER BROS. ADVISORS LP - SC 13G Passive Investment

SC 13G 1 tm2426483d6sc13g.htm SC 13G SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No. )* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15102K100 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

CELC / Celcuity Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm2427451d20sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* CELCUITY INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15102K100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check

Celcuity Inc. Reports Third Quarter Financial Results and Provides Corporate Update

Exhibit 99.1 Celcuity Inc. Reports Third Quarter Financial Results and Provides Corporate Update - The PIK3CA wild-type cohort of the Phase 3 VIKTORIA-1 trial is 100% enrolled; expect to report topline data for this cohort in late Q1 2025 or Q2 2025 - Approximately $264 million in cash, cash equivalents and investments at end of Q3 2024 expected to fund current clinical development program activit

CELC / Celcuity Inc. / Soleus Private Equity Fund II, L.P. - AMENDMENT NO. 3 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea0221047-13ga3soleus2celcu.htm AMENDMENT NO. 3 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* CELCUITY INC. (Name of Issuer) Common Stock (Title of Class of Securities) 15102K100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Chec

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 14, 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 Nu

AGREEMENT

EX-99.1 2 tm2426483d6ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of Celcuity Inc. is being filed with the Securities and Exchange Commission on behalf of each of them. November 14, 2024 BAKER BROS. ADVISORS LP By

CELC / Celcuity Inc. / Venrock Healthcare Capital Partners III, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm2428137d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 15102K100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropr

CELC / Celcuity Inc. / COMMODORE CAPITAL LP Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15102K100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

Exhibit 1: Joint filing agreement

EX-99.1 2 tm2427451d20ex1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of November 14, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exch

Description of Registered Securities.

Exhibit 4.1 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The following summary of the terms of our capital stock is subject to and qualified in its entirety by reference to our certificate of incorporation, as amended, and bylaws, copies of which are on file with the SEC as exhibits to previous SEC filings. As of Octobe

Certificate of Incorporation of the Company, as amended, including the Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 9, 2024).

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF CELCUITY INC. The undersigned, being of full age, for the purpose of forming a corporation under and pursuant to the Delaware General Corporation Law, as amended (the “DGCL”), hereby adopts the following Certificate of Incorporation: ARTICLE 1 NAME The name of the corporation is Celcuity Inc. ARTICLE 2 REGISTERED OFFICE AND AGENT The address of the regis

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): October 7, 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 Numb

CELC / Celcuity Inc. / MORGAN STANLEY - MS AMENDMENT Passive Investment

SC 13G/A 1 CelcuityIncCELC.txt MS AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2)* Celcuity Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 15102K100 - (CUSIP Number) September 30, 2024 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to

LETTER

September 6, 2024 Brian F. Sullivan Chief Executive Officer Celcuity Inc. 16305 36th Avenue N., Suite 100 Minneapolis, MN 55446 Re: Celcuity Inc. Registration Statement on Form S-3 Filed August 30, 2024 File No. 333-281887 Dear Brian F. Sullivan: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for

As filed with the Securities and Exchange Commission on August 30, 2024

As filed with the Securities and Exchange Commission on August 30, 2024 Registration No.

Form of Certificate of Amendment to the Certificate of Incorporation of the Company, to be submitted for stockholder approval.

Exhibit 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF CELCUITY INC. Celcuity Inc., a corporation organized and existing under and by the virtue of the Delaware General Corporation Law, as amended, through its duly authorized officer and by the authority of its Board of Directors does hereby certify that: FIRST: The name of the corporation is Celcuity Inc. (the “Corporation”). SEC

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Celcuity Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration F

Form of Indenture

EXHIBIT 4.10 CELCUITY INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt Securities TABLE OF CONTENTS Article 1 DEFINITIONS 1 Section 1.01. Definitions of Terms. 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01. Designation and Terms of Securities. 4 Section 2.02. Form of Securities and Trustee’s Certificate. 6 Section 2.03

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY INC.

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): August 14, 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 Numb

Celcuity Inc. Reports Second Quarter Financial Results and Provides Corporate Update

Exhibit 99.1 Celcuity Inc. Reports Second Quarter Financial Results and Provides Corporate Update - Announced plan to initiate Phase 3 VIKTORIA-2 trial evaluating gedatolisib combined with fulvestrant plus a CDK4/6 inhibitor as first-line treatment for patients with HR+, HER2- advanced breast cancer; expect to enroll first patient in Q2 2025 - Expect to reach enrollment target for VIKTORIA-1 PIK3C

Joint Filing Agreement

EX-99.1 2 ex991to13g07422celc061024.htm JOINT FILING AGREEMENT Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated June 10, 2024 with respect to the Common Stock, par value $0.001 per share, of Celcuity Inc., a Delaware corporation, and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each o

CELC / Celcuity Inc. / BIOTECHNOLOGY VALUE FUND L P - THE SCHEDULE 13G Passive Investment

SC 13G 1 sc13g07422celc06102024.htm THE SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Clas

Underwriting Agreement, dated May 30, 2024, by and among Celcuity Inc., Leerink Partners LLC, TD Securities (USA) LLC and Stifel, Nicolaus & Company, Incorporated.

Exhibit 1.1 CELCUITY INC. (a Delaware corporation) 3,871,000 Shares of Common Stock UNDERWRITING AGREEMENT May 30, 2024 Leerink Partners LLC TD Securities (USA) LLC Stifel, Nicolaus & Company, Incorporated as Representatives of the several Underwriters c/o Leerink Partners LLC 53 State Street, 40th Floor Boston, Massachusetts 02109 c/o TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York

Celcuity Announces Pricing of Underwritten Common Stock Offering

Exhibit 99.1 Celcuity Announces Pricing of Underwritten Common Stock Offering MINNEAPOLIS, May 30, 2024 — Celcuity Inc. (Nasdaq: CELC), a clinical-stage biotechnology company pursuing development of targeted therapies for oncology, today announced the pricing of an underwritten offering of 3,871,000 shares of its common stock at an offering price of $15.50 per share. All of the securities are to b

Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Other Events

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 30, 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)

Amended and Restated Loan and Security Agreement, dated May 30, 2024, by and among Celcuity Inc., Innovatus Life Sciences Lending Fund I, LP, as collateral agent, and the Lenders named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 30, 2024) (pursuant to Item 601(b)(2)(ii) of Regulation S-K, certain information contained in this Exhibit 10.1 has been redacted as indicated therein).

EXHIBIT 10.1 Certain confidential information has been excluded from this exhibit because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential. Brackets with triple asterisks denote omissions. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, mod

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

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 30, 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)

Celcuity Inc. Announces Plan to Initiate a Phase 3 Clinical Trial for Gedatolisib as First-Line Treatment for HR+/HER2- Advanced Breast Cancer and Secures Approximately $62 million Debt Financing

Exhibit 99.1 Celcuity Inc. Announces Plan to Initiate a Phase 3 Clinical Trial for Gedatolisib as First-Line Treatment for HR+/HER2- Advanced Breast Cancer and Secures Approximately $62 million Debt Financing - The Phase 3 clinical trial will evaluate gedatolisib plus a CDK4/6 inhibitor and fulvestrant as first-line treatment for patients with HR+/HER2- advanced breast cancer who are endocrine the

Form of Warrant.

EXHIBIT 4.1 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED (I) UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR (II) WITHOUT AN OPINION OF COUNSEL, IN FORM AND

3,871,000 Shares Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-261155 PROSPECTUS SUPPLEMENT (To Prospectus dated November 26, 2021) 3,871,000 Shares Common Stock We are offering 3,871,000 shares of our common stock. Our common stock is listed on The Nasdaq Stock Market LLC under the symbol “CELC.” On May 29, 2024, the last reported sale price of our common stock on The Nasdaq Stock Market LLC was $14.84 pe

Filing Fee Table

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 un

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)

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 (Addre

Results of Operations and Financial Condition, Financial Statements and Exhibits

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 15, 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)

Form of Non-Qualified Stock Option Transfer Agreement pursuant to Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan..

Exhibit 10.2 CELCUITY INC. NON-QUALIFIED STOCK OPTION TRANSFER AGREEMENT This Non-Qualified Stock Option Transfer Agreement (this “Agreement”) is entered into as of , 202 (the “Effective Date”), by and among Celcuity Inc., a Delaware corporation (the “Company”), [] (the “Transferor”) and [] (the “Transferee”). The Company, the Transferor and the Transferee are each sometimes referred to herein as

Form of Amendment to Placement Agent’s Warrants, dated February 13, 2024.

Exhibit 4.3 CELCUITY INC. AMENDMENT TO PLACEMENT AGENT’S WARRANTS THIS AMENDMENT, dated February , 2024, is made by Celcuity Inc., a Delaware corporation (the “Company”) to amend those certain Warrants (“Warrants”) originally issued as of , 201,1 to Cedar Point Capital, LLC, as placement agent, granting the Holder named therein, or its registered assigns, the right to subscribe for and purchase fr

Celcuity Inc. Reports First Quarter Financial Results and Provides Corporate Update

Exhibit 99.1 Celcuity Inc. Reports First Quarter Financial Results and Provides Corporate Update - The Phase 3 VIKTORIA-1 trial remains on track to report topline data from PIK3CA wild type patient sub-group in the second half of 2024 - First patient dosed in a Phase 1b/2 clinical trial evaluating gedatolisib in combination with darolutamide in patients with metastatic castration resistant prostat

Form of Amendment to Warrants to Purchase Shares of Common Stock, dated February 13, 2024.

Exhibit 4.5 CELCUITY INC. AMENDMENT TO WARRANTS TO PURCHASE SHARES OF COMMON STOCK THIS AMENDMENT, dated February 13,2024, is made by Celcuity Inc., a Delaware corporation (the “Company”) to amend those certain Warrants to Purchase Shares of Common Stock (“Warrants”) originally issued as of September 22, 2017, granting the Holder named therein, or its registered assigns, the right to subscribe for

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY INC.

Amendment to Form of Stock Option Agreement pursuant to Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan..

Exhibit 10.1 Amended Agreement Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan Amendment to Stock Option Agreement Section 7 of the Celcuity Inc. Form of Stock Option Agreement is hereby amended and restated as follows: 7. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercise

Amendment to the Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan.

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 T

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

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)

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38207 Celcuity Inc.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): March 29, 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 Numbe

Second Amendment to Loan and Security Agreement, dated March 29, 2024 by and among the Company and Innovatus Life Sciences Lending Fund I, L.P.

Exhibit 10.1 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of March 29, 2024, by and among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership “Innovatus”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit

Description of Registered Securities (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 27, 2024).

Exhibit 4.2 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The following summary of the terms of our capital stock is subject to and qualified in its entirety by reference to our certificate of incorporation, as amended, and bylaws, copies of which are on file with the SEC as exhibits to previous SEC filings. As of Decemb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38207 Celcuity Inc.

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 27, 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 Numbe

Celcuity Inc. Policy for the Recoupment of Erroneously Awarded Compensation.

Exhibit 97 CELCUITY INC. Policy for the Recoupment of Erroneously Awarded Compensation Description Celcuity Inc., a Delaware corporation (the “Company”), has adopted this Policy for the Recoupment of Erroneously Awarded Compensation (the “Policy”), pursuant to the requirements of Nasdaq Listing Rule 5608 and Securities Exchange Act Rule 10D-1. The Policy sets forth the circumstances under which th

Celcuity Inc. Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Corporate Update

Exhibit 99.1 Celcuity Inc. Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Corporate Update - Dosed the first patient in a Phase 1b/2 trial evaluating gedatolisib in combination with darolutamide for the treatment of metastatic castration resistant prostate cancer - Presented nonclinical data demonstrating the superior therapeutic effects of gedatolisib compared to other P

CELC / Celcuity Inc. / Venrock Healthcare Capital Partners III, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm246235d6sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 15102K100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropria

CELC / Celcuity Inc. / COMMODORE CAPITAL LP Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15102K100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

AGREEMENT

EX-99.1 2 d700479dex991.htm EX-99.1 EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: February 14, 2

CELC / Celcuity Inc. / PERCEPTIVE ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 d700479dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15102K100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the a

CELC / Celcuity Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm246065d25sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* CELCUITY INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15102K100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check th

Exhibit 1: Joint filing agreement

EX-99.1 2 tm246065d25ex1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of February 14, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Excha

CELC / Celcuity Inc. / MORGAN STANLEY - MS AMENDMENT Passive Investment

SC 13G/A 1 CelcuityCELC.txt MS AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Celcuity Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 15102K100 - (CUSIP Number) December 31, 2023 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to des

CELC / Celcuity Inc. / Soleus Capital Master Fund, L.P. - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea193268-13ga2soleuscelcu.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CELCUITY INC. (Name of Issuer) Common Stock (Title of Class of Securities) 15102K100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check t

CELC / Celcuity Inc. / Laing Lance G. Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Celcuity Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 15102K 100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

CELC / Celcuity Inc. / Sullivan Brian F. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Celcuity Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 15102K100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

AGREEMENT

EX-99.1 2 d229401dex991.htm EX-99.1 EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: December 26, 2

CELC / Celcuity Inc. / PERCEPTIVE ADVISORS LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15102K100 (CUSIP Number) December 14, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

Other Events

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 Num

CELCUITY INC. 5,747,787 SHARES OF COMMON STOCK BY THE SELLING STOCKHOLDERS

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275551 PROSPECTUS CELCUITY INC. 5,747,787 SHARES OF COMMON STOCK BY THE SELLING STOCKHOLDERS This prospectus relates to the resale by the selling stockholders named in this prospectus, including their respective pledgees, donees, transferees, assignees and successors-in-interest (the “Selling Stockholders”), from time to time, of up to 5,747,78

CELCUITY INC. 16305 36th Avenue N., Suite 100 Minneapolis, MN 55446 (763) 392-0123

CELCUITY INC. 16305 36th Avenue N., Suite 100 Minneapolis, MN 55446 (763) 392-0123 November 24, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Ms. Margaret Schwartz Re: Celcuity Inc. Registration Statement on Form S-3, as amended File Number: 333-275551 Dear Ms. Schwartz: In accordance with Rule 461 under the Sec

As filed with the Securities and Exchange Commission on November 22, 2023

As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

LETTER

United States securities and exchange commission logo November 21, 2023 Brian F. Sullivan Chairman and Chief Executive Officer Celcuity Inc. 16305 36th Avenue N., Suite 100 Minneapolis, MN 55446 Re: Celcuity Inc. Registration Statement on Form S-3 Filed November 14, 2023 File No. 333-275551 Dear Brian F. Sullivan: This is to advise you that we have not reviewed and will not review your registratio

As filed with the Securities and Exchange Commission on November 14, 2023

As filed with the Securities and Exchange Commission on November 14, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Celcuity Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): November 13, 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 Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY

Celcuity Inc. Reports Third Quarter 2023 Financial Results and Provides Corporate Updates

Exhibit 99.1 Celcuity Inc. Reports Third Quarter 2023 Financial Results and Provides Corporate Updates - Received FDA clearance of IND to evaluate gedatolisib in combination with darolutamide in patients with metastatic castration resistant prostate cancer (mCRPC) - Entered into a clinical trial collaboration and supply agreement with Bayer AG to provide Nubeqa® (darolutamide) for planned Phase 1b

Celcuity Inc. Announces $50 Million Private Placement

Exhibit 99.1 Celcuity Inc. Announces $50 Million Private Placement Minneapolis, MN, October 18, 2023 – Celcuity Inc. (Nasdaq: CELC), a clinical-stage biotechnology company pursuing development of targeted therapies for oncology, announced today that it has entered into a securities purchase agreement to sell securities in a private placement that is expected to result in gross proceeds of approxim

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2023).

Exhibit 4.1 FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Number of Shares: [ ]1 (subject to adjustment) Warrant No. Original Issue Date: October 20, 2023 Celcuity Inc. Celcuity Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [Baker Bros Advisors, LP] or its registered assi

Securities Purchase Agreement, dated October 18, 2023, by and among the Company and the Investors named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2023).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 18, 2023, by and among Celcuity Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”). Recitals A. The Company and the Investors are executing and delivering th

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): October 18, 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 Num

Registration Rights Agreement, dated October 18, 2023, by and among the Company and the Investors named therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2023).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 18, 2023, by and among Celcuity Inc., a Delaware corporation (the “Company”), and the “Investors” named in the Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Investors identified on Exhibit A attached thereto (the “Pur

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): August 23, 2023 Celcuity Inc. (Ex

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): August 23, 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 Numb

Celcuity Announces Plan to Conduct Phase 1b/2 Clinical Trial in Metastatic Castration Resistant Prostate Cancer

Exhibit 99.1 Celcuity Announces Plan to Conduct Phase 1b/2 Clinical Trial in Metastatic Castration Resistant Prostate Cancer - Received FDA clearance of IND for gedatolisib in combination with darolutamide - Virtual Science Day to be held on September 21, 2023 from 10:00 a.m. – 12:00 p.m. ET MINNEAPOLIS, August 22, 2023 - Celcuity Inc. (Nasdaq: CELC), a clinical-stage biotechnology company pursuin

Celcuity Enters into a Clinical Trial Collaboration and Supply Agreement with Bayer to Provide Nubeqa® (darolutamide) for Planned Phase 1b/2 Clinical Trial

Exhibit 99.2 Celcuity Enters into a Clinical Trial Collaboration and Supply Agreement with Bayer to Provide Nubeqa® (darolutamide) for Planned Phase 1b/2 Clinical Trial MINNEAPOLIS, August 22, 2023 - Celcuity Inc. (Nasdaq: CELC), a clinical-stage biotechnology company pursuing development of targeted therapies for oncology, today announced that it has entered into a clinical trial collaboration an

Financial Statements and Exhibits, Other Events

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): August 22, 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 Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY INC.

Celcuity Inc. Condensed Balance Sheets

Exhibit 99.1 Celcuity Inc. Reports Second Quarter 2023 Financial Results and Provides Corporate Updates - Phase 3 VIKTORIA-1 clinical trial is now recruiting patients at nearly 200 sites in 20 countries - Presented updated results from Phase 1b study of gedatolisib in treatment-naïve advanced breast cancer at the ESMO Breast Cancer Annual Congress - Median progression free survival (PFS) was 48.6

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): August 10, 2023 Celcuity Inc. (Ex

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): August 10, 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 Numb

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)

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 (Addre

Filing Fee Table

EX-FILING FEES 4 ex107.htm 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 Equi

Celcuity Inc. Reports First Quarter 2023 Financial Results and Provides Corporate Updates

Exhibit 99.1 Celcuity Inc. Reports First Quarter 2023 Financial Results and Provides Corporate Updates - Presented updated results for treatment-naïve patients from Phase 1b study of gedatolisib at the ESMO Breast Cancer Annual Congress - median progression free survival (PFS) was 48.6 months - Presented nonclinical prostate cancer data at ASCO GU Cancers Symposium demonstrating the superior thera

Results of Operations and Financial Condition, Financial Statements and Exhibits

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 15, 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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY INC.

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

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)

Amendment to the Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 12, 2023)

Exhibit 10.1 AMENDMENT TO THE CELCUITY INC. AMENDED AND RESTATED 2017 STOCK INCENTIVE PLAN May 11, 2023 AMENDMENT: 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 Three Million Eight Hundred Twenty-One

Certificate of Incorporation of the Company, as amended, including the Certifications of Designations of Preferences, Rights, and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K/A filed with the SEC on April 7, 2023).

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF CELCUITY INC. The undersigned, being of full age, for the purpose of forming a corporation under and pursuant to the Delaware General Corporation Law, as amended (the “DGCL”), hereby adopts the following Certificate of Incorporation: ARTICLE 1 NAME The name of the corporation is Celcuity Inc. ARTICLE 2 REGISTERED OFFICE AND AGENT The address of the regis

Exhibit 4.2

Exhibit 4.2 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended As of December 31, 2022, Celcuity, Inc. (“we,” “us,” “our,” and the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Common Stock. In addition, the Company has certain equit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ցց ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or տտ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38207 Celcuity Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit

Celcuity Inc. Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Corporate Update

Exhibit 99.1 Celcuity Inc. Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Corporate Update - Dosing of first patient in VIKTORIA-1 in the fourth quarter triggered closing of $100 million PIPE financing and drawdown of $20 million term loan tranche, which extends cash runway through 2025 - Updated clinical data from the Phase 1b advanced breast cancer trial with gedatolisi

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): March 23, 2023 Celcuity Inc. (Exa

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): March 23, 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 Numbe

Power of Attorney.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38207 Celcuity Inc.

Commercial Lease, Fourth Amendment to Lease, dated March 13, 2023, by and between Celcuity Inc. and West Glen Development I, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 15, 2023).

Exhibit 10.1 FOURTH AMENDMENT TO LEASE This Fourth Amendment to Lease (“Amendment”), dated this 13 day of March, 2023, is by and between West Glen Development I, LLC, a Minnesota limited liability company (“Landlord”) and Celcuity, Inc., a Delaware corporation (“Tenant”), and amends that certain Commercial Lease agreement dated the 28th day of September, 2017, and amended by that certain First Ame

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): March 13, 2023 Celcuity Inc. (Exa

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): March 13, 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 Numbe

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): March 10, 2023 Celcuity Inc. (Exa

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): March 10, 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 Numbe

Filing Fee Table

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 un

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)

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 (Addre

CELC / Celcuity Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm236221d22sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1 )* CELCUITY INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15102K100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check t

CELC / Celcuity Inc / Venrock Healthcare Capital Partners II, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm236635d4sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 15102K100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropria

CELC / Celcuity Inc / COMMODORE CAPITAL LP Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15102K100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

CELC / Celcuity Inc / Soleus Capital Master Fund, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d425601dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CELCUITY INC. (Name of Issuer) Common Stock (Title of Class of Securities) 15102K 100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

CELC / Celcuity Inc / MORGAN STANLEY - MS INITIAL Passive Investment

SC 13G 1 CelcuityIncCELC.txt MS INITIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Celcuity Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 15102K100 - (CUSIP Number) December 30, 2022 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to desig

CELC / Celcuity Inc / Sullivan Brian F. - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 bfs20230131sc13ga.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Celcuity Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 15102K 100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

CELC / Celcuity Inc / Laing Lance G. - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Celcuity Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 15102K 100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ R

CELCUITY INC. 24,347,754 SHARES OF COMMON STOCK BY THE SELLING STOCKHOLDERS

Filed Pursuant to Rule 424(b)(3) Registration No. 333-269090 PROSPECTUS CELCUITY INC. 24,347,754 SHARES OF COMMON STOCK BY THE SELLING STOCKHOLDERS This prospectus relates to the resale, from time to time, of up to an aggregate of 24,347,754 shares of common stock, par value $0.001 per share, of Celcuity Inc. (“Celcuity,” “we,” “us,” or the “Company”) by the selling stockholders named in this pros

CELCUITY INC. 16305 36th Avenue N., Suite 100 Minneapolis, MN 55446 (763) 392-0123

CELCUITY INC. 16305 36th Avenue N., Suite 100 Minneapolis, MN 55446 (763) 392-0123 January 9, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Ms. Dorrie Yale Re: Celcuity Inc. Registration Statement on Form S-3 File Number: 333-269090 Dear Ms. Yale: In accordance with Rule 461 under the Securities Act of 1933, as

LETTER

United States securities and exchange commission logo January 5, 2023 Brian F. Sullivan Chief Executive Officer Celcuity Inc. 16305 36th Avenue N., Suite 100 Minneapolis, MN 55446 Re: Celcuity Inc. Registration Statement on Form S-3 Filed December 30, 2022 File No. 333-269090 Dear Brian F. Sullivan: This is to advise you that we have not reviewed and will not review your registration statement. Pl

Filing Fee Table

EX-FILING FEES 4 ex107.htm Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Celcuity Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate A

As filed with the Securities and Exchange Commission on December 30, 2022

As filed with the Securities and Exchange Commission on December 30, 2022 Registration No.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 22, 2022 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): November 10, 2022 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Celcuity Inc. Reports Third Quarter 2022 Financial Results and Provides Corporate Update

Exhibit 99.1 Celcuity Inc. Reports Third Quarter 2022 Financial Results and Provides Corporate Update - Completed selection of 200 clinical trial sites for the Phase 3 VIKTORIA-1 breast cancer study; activated first clinical trial site in the third quarter; expect dosing of first patient by year-end - Updated Phase 1b data will be reviewed during a Spotlight Poster Discussion Session at the 2022 S

Certificate of Incorporation of the Company, as amended.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF CELCUITY INC. The undersigned, being of full age, for the purpose of forming a corporation under and pursuant to the Delaware General Corporation Law, as amended (the ?DGCL?), hereby adopts the following Certificate of Incorporation: ARTICLE 1 NAME The name of the corporation is Celcuity Inc. ARTICLE 2 REGISTERED OFFICE AND AGENT The address of the regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2022 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation)

First Amendment to Representative’s Warrant, dated September 13, 2022, between Celcuity Inc. and Craig-Hallum Capital Group LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 14, 2022).

Exhibit 10.1 FIRST AMENDMENT TO REPRESENTATIVE?S WARRANT This FIRST AMENDMENT TO REPRESENTATIVE?S WARRANT (this ?Amendment?) is entered into as of September 13, 2022 (the ?Effective Date?) between Celcuity Inc., a Delaware corporation (the ?Company?), and Craig-Hallum Capital Group LLC (?Holder?). WHEREAS, in connection with the Company?s initial public offering and that certain Underwriting Agree

Celcuity Appoints Polly Murphy, D.V.M., Ph.D., to Board of Directors Seasoned executive brings over two decades of pharmaceutical business development and commercial strategy experience to Celcuity’s Board of Directors

Exhibit 99.1 Celcuity Appoints Polly Murphy, D.V.M., Ph.D., to Board of Directors Seasoned executive brings over two decades of pharmaceutical business development and commercial strategy experience to Celcuity?s Board of Directors MINNEAPOLIS, September 14, 2022 - Celcuity Inc. (Nasdaq:CELC), a clinical-stage biotechnology company focused on development of targeted therapies for a number of diffe

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 12, 2022 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File N

CELC / Celcuity Inc / Growth Equity Opportunities 18 VGE, LLC - GROWTH EQUITY OPPORTUNITIES 18 VGE, LLC / CELCUITY INC. -- SCHEDULE 13D/A(#1) Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 15102K100 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 842-4000 (Name, Address and

Submission of Matters to a Vote of Security Holders

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): September 1, 2022 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Certificate of Incorporation of the Company, as amended.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF CELCUITY INC. The undersigned, being of full age, for the purpose of forming a corporation under and pursuant to the Delaware General Corporation Law, as amended (the ?DGCL?), hereby adopts the following Certificate of Incorporation: ARTICLE 1 NAME The name of the corporation is Celcuity Inc. ARTICLE 2 REGISTERED OFFICE AND AGENT The address of the regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY INC.

The First Amendment to Loan and Security Agreement, dated August 9, 2022, by and among the Company and Innovatus Life Sciences Lending Fund I, LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 11, 2022).

Exhibit 10.1 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT to Loan and Security Agreement (this ?Amendment?) is entered into as of August 9, 2022, by and among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership, as collateral agent (in such capacity, together with its successors and assigns in such capacity, ?Collateral Agent?), and the Lenders listed

Celcuity Inc. Condensed Balance Sheets

Exhibit 99.1 Celcuity Inc. Reports Second Quarter 2022 Financial Results and Provides Corporate Update - Granted Breakthrough Therapy designation by the FDA for gedatolisib in HR+/HER2- advanced breast cancer - Entered into agreements for the private placement sale of $100 million of equity and to increase available debt facility from $25 million to $75 million - The Phase 3 VICTORIA-1 clinical tr

Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): August 9, 2022 Celcuity Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-38207 82-2863566 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): July 27, 2022 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

Commercial Lease, Third Amendment to Lease, dated July 27, 2022, by and between Celcuity Inc. and West Glen Development I, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2022).

Exhibit 10.1 THIRD AMENDMENT TO LEASE This Third Amendment to Lease (?Amendment?), dated this 27 day of July, 2022, is by and between West Glen Development I, LLC, a Minnesota limited liability company (?Landlord?) and Celcuity, LLC, a Delaware corporation (?Tenant?), and amends that certain Commercial Lease agreement dated the 28th day of September, 2017, and amended by that certain First Amendme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit

Filing Fee Table

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 un

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)

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 (Addre

CELC / Celcuity Inc / Venrock Healthcare Capital Partners II, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 15102K100 (CUSIP Number) May 15, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which th

CELC / Celcuity Inc / RA CAPITAL MANAGEMENT, L.P. - CELCUITY INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CELCUITY INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15102K100 (CUSIP Number) May 15, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

CELC / Celcuity Inc / Growth Equity Opportunities 18 VGE, LLC - GROWTH EQUITY OPPORTUNITIES 18 VGE, LLC / CELCUITY INC. -- SCHEDULE 13D Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.    )* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 15102K100 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 842-4000 (Nam

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 13, 2022 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)

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT Soleus Private Equity GP II, LLC, a Delaware limited liability company, Soleus Private Equity Fund II, L.

Celcuity Inc. Announces $100 Million Private Placement Proceeds to Advance Clinical Development of Gedatolisib Including Forthcoming Phase 3 Clinical Study (VIKTORIA-1)

Exhibit 99.4 Celcuity Inc. Announces $100 Million Private Placement Proceeds to Advance Clinical Development of Gedatolisib Including Forthcoming Phase 3 Clinical Study (VIKTORIA-1) Minneapolis, MN, May 16, 2022 ? Celcuity Inc. (Nasdaq: CELC), a clinical-stage biotechnology company pursuing an integrated therapeutic and companion diagnostic strategy for treating patients with cancer, today announc

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

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 15, 2022 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)

Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock filed May 16, 2022, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2022.

Exhibit 4.2 CELCUITY INC. CERTIFICATE OF DESIGNATIONS OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the Delaware General Corporation Law The undersigned, Brian F. Sullivan, does hereby certify that: 1. He is the Chief Executive Officer of Celcuity Inc., a Delaware corporation (the ?Corporation?). 2. The Corporation is authorized to issue

Form of Warrant issued by Celcuity Inc. in connection with the Securities Purchase Agreement, dated May 15, 2022 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2022).

Exhibit 4.1 THIS WARRANT AND THE WARRANT SHARES ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT. Warrant No.: PA-[?] Number of Shares: [?] (subject to adjustment) Date of Issuance: [?], 2022 Original Issue Date: [?], 2022 (as defined in subsection 2(b)) Holder: [?] Celcuity Inc. Stock Purchase Warrant (Void after 5:00 p.m. (New York City

Registration Rights Agreement, dated May 15, 2022, by and among the Registrant and the Purchasers named therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2022).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of May 15, 2022 by and among Celcuity Inc., a Delaware corporation (the ?Company?), and the ?Investors? named in the Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Investors identified on Exhibit A attached thereto (the ?Purchase

CELC / Celcuity Inc / Soleus Capital Master Fund, L.P. - SC 13G Passive Investment

SC 13G 1 d345510dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CELCUITY INC. (Name of Issuer) Common Stock (Title of Class of Securities) 15102K 100 (CUSIP Number) May 16, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

Securities Purchase Agreement, dated May 15, 2022, by and among the Registrant and the Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2022).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of May 15, 2022 by and among Celcuity Inc., a Delaware corporation (the ?Company?), the Investors identified on Exhibit A attached hereto (each an ?Investor? and collectively the ?Investors?). A. The Company and each Investor is executing and delivering this Agreement in rel

Results of Operations and Financial Condition, Financial Statements and Exhibits

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 16, 2022 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)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

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 12, 2022 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)