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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Entry into a Material Definitive Agreement. On June 3, 2026, Celcuity Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Guggenheim Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), agreeing, subject to customary conditions, to issue and sell in a public offering $500,000,000 aggregate principal amount of the Compan…
Termination of a Material Definitive Agreement On June 8, 2026, the Company completed a voluntary prepayment of all outstanding principal, accrued and unpaid interest, fees, costs and expenses, equal to approximately $[137.5 million] in the aggregate (the “Payoff Amount”), under that certain Amended and Restated Loan and Security Agreement, dated as of May 30, 2024, by and among the Company, as borrower, Oxford Finance LLC, a Delaware limited liability company (“Oxford”), as collateral agent…
C reation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth in
Other Events. Press Release – Launch of Offering On June 3, 2026, the Company issued a press release announcing that it had launched the Offering. A copy of this press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference. Press Release – Pricing of Notes Offering On June 3, 2026, the Company issued a press release announcing that it priced the Offering to issue and sell $500 million aggregate principal amount of 0.250% Convertible Senior Notes due 2032. A copy of th…
Other Events. On June 2, 2026, the Company announced detailed efficacy and safety results from the PIK3CA MT cohort of the Phase 3 VIKTORIA-1 clinical trial of gedatolisib, an investigational pan-PI3K/mTORC1/2 inhibitor, in adults with hormone receptor positive (“HR+”), human epidermal growth factor receptor 2 negative (“HER2-”), PIK3CA MT, locally advanced or metastatic breast cancer (“ABC”), following progression on, or after, treatment with a CDK4/6 inhibitor and an aromatase inhibitor. VI…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 11, 2026, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “N&CG Committee”), voted to increase the size of the Board from seven members to eight members and to appoint Charles (Chip) R. Romp as a new director to fill the resulting vacancy…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 14, 2026, Celcuity Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (the “Stockholders”) approved the Company’s 2026 Stock Incentive Plan (the “2026 Plan”). The Company’s Board of Directors (the “Board”) approved the 2026 Plan subject to Stockholder ap…
Results of Operations and Financial Condition. On May 14, 2026, Celcuity Inc. (the “Company”) issued a press release regarding the Company’s financial results for the first quarter ended March 31, 2026. A copy of the Company’s press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. The information in this Item 2.02, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exch…
Other Events. On May 1, 2026, the Company issued a press release announcing positive topline results from the PIK3CA mutant cohort of the VIKTORIA-1 trial evaluating gedatolisib plus fulvestrant, with or without palbociclib, in patients with HR+/HER2- ABC, following progression on or after treatment with a CDK4/6 inhibitor and an aromatase inhibitor. The primary efficacy analysis of gedatolisib combined with fulvestrant and palbociclib demonstrated a statistically significant and clinically m…
Results of Operations and Financial Condition. On March 25, 2026, Celcuity Inc. (the “Company”) issued a press release regarding the Company’s financial results for the fourth quarter and fiscal year ended December 31, 2025. A copy of the Company’s press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. The information in this Item 2.02, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for purposes of Section 18…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 11, 2026, the Board of Directors (the “Board”) of Celcuity Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, voted to increase the size of the Board from seven members to eight members and to appoint Charles (Chip) R. Romp as a new director to fill the resulting vacancy, eff…
Results of Operations and Financial Condition. On November 12, 2025, Celcuity Inc. (the “Company”) issued a press release regarding the Company’s financial results for the third quarter ended September 30, 2025. A copy of the Company’s press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. The information in this Item 2.02, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Se…
Other Events. On October 18, 2025, the Company announced detailed topline results from the PIK3CA wild-type cohort of the VIKTORIA-1 trial evaluating gedatolisib plus palbociclib and fulvestrant (the “gedatolisib triplet”) and gedatolisib plus fulvestrant (the “gedatolisib doublet”) in adults with HR-positive, HER2-negative, PIK3CA wild-type, locally advanced or metastatic breast cancer, following progression on, or after, treatment with a CDK4/6 inhibitor and an aromatase inhibitor. In the V…
Unregistered Sales of Equity Securities. The information set forth under
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under
Entry into a Material Definitive Agreement. On September 9, 2025, Celcuity Inc. (the “Company”) entered into the Third Amendment to Amended and Restated Loan and Security Agreement (the “Third Amendment” and the existing Amended and Restated Loan and Security Agreement, the “A&R Loan Agreement”) with Oxford Finance LLC, a Delaware limited liability company (“Oxford”), as collateral agent and a lender, Innovatus Life Sciences Lending Fund I, LP, a Delaware limited partnership (“Innovatus”), as…
Results of Operations and Financial Condition. On August 14, 2025, Celcuity Inc. (the “Company”) issued a press release regarding the Company’s financial results for the second quarter ended June 30, 2025. A copy of the Company’s press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. The information in this Item 2.02, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securiti…
Entry into a Material Definitive Agreement. On July 30, 2025, Celcuity Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, TD Securities (USA) LLC, and Leerink Partners LLC as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”) agreeing, subject to customary conditions, to issue and sell in a public offering $175,000,000 aggregate principal amount of the Company’s 2.750%…
C reation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement. The disclosure set forth in
Entry into a Material Definitive Agreement. On July 30, 2025, Celcuity Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, TD Securities (USA) LLC, and Leerink Partners LLC as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”) agreeing, subject to customary conditions, to issue and sell in a public offering (i) 1,836,842 shares (the “Shares”) of the Company’s common sto…
Other Events. On July 30, 2025, the Company issued a press release announcing that it priced the Offering and the previously announced concurrent notes offering to issue and sell $175.0 million aggregate principal amount of 2.750% Convertible Senior Notes due 2031. A copy of this press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference. Forward-Looking Statements This Current Report on Form 8-K contains “forward-looking” statements, as that term is defined under t…
Entry into a Material Definitive Agreement. On July 28, 2025, Celcuity Inc. (the “Company”) entered into the Second Amendment to Amended and Restated Loan and Security Agreement (the “Second Amendment” and the existing Amended and Restated Loan Agreement, the “A&R Loan Agreement”) with Innovatus Life Sciences Lending Fund I, LP, a Delaware limited partnership (“Innovatus”), as collateral agent and a lender, Oxford Finance LLC, a Delaware limited liability company (“Oxford”), as a lender, and…
Other Events. Press Release On July 28, 2025, the Company issued a press release announcing that it had launched a proposed concurrent offering (the “Offering”) to issue and sell (i) $150.0 million aggregate principal amount of Convertible Senior Notes due 2031 (the “Notes”) and (ii) $75.0 million of shares of the Company’s common stock. A copy of this press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference. Term D Loan Following the Company’s prior announcement…
Other Events. On July 28, 2025, the Company announced positive topline results from the PIK3CA wild-type cohort of the Phase 3 VIKTORIA-1 clinical trial evaluating gedatolisib plus fulvestrant with and without palbociclib versus fulvestrant in adults with hormone receptor (HR)-positive, human epidermal growth factor receptor 2 (HER2)-negative, PIK3CA wild-type, locally advanced or metastatic breast cancer, following progression on, or after, treatment with a CDK4/6 inhibitor and an aromatase…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 13, 2025, Celcuity Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (the “Stockholders”) approved an amendment to the Company’s Amended and Restated 2017 Stock Incentive Plan (the “2017 Plan”) to increase by 3,000,000 the number of shares allocated for…
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