Celcuity Inc. Announces Pricing of Upsized Public Offering of 0.250% Convertible Senior Notes Due 2032

Rhea-AI Summary

Celcuity (Nasdaq: CELC) priced an upsized underwritten public offering of $500 million 0.250% convertible senior notes due 2032, increased from $400 million. The notes carry a 0.250% annual coupon, mature August 1, 2032, and are senior unsecured obligations.

The initial conversion rate is 8.0302 CELC shares per $1,000 principal (conversion price about $124.53, a 40% premium). Net proceeds are estimated at $484.3 million (or $557.0 million with full over-allotment), to repay Celcuity’s Oxford Finance loan and fund working capital, clinical and commercialization activities, and general corporate purposes.

Positive

• Upsized offering to $500M principal from $400M
• Low annual coupon of 0.250% on senior unsecured notes
• Estimated net proceeds of $484.3M–$557.0M to strengthen liquidity
• Proceeds intended to fully repay existing Oxford Finance loan
• Conversion premium of about 40% above last reported CELC share price

Negative

• Issuance of $500M senior debt increases Celcuity’s leverage
• Convertible structure introduces potential future equity dilution upon conversion
• Redemption and fundamental change features may add complexity for noteholders and shareholders

News Market Reaction – CELC

+3.96%

18 alerts

+3.96% Session close to close

-4.1% Trough in 4 hr 18 min

$4.46B Market Cap

1.4x Rel. Volume

In the Jun 4 session, CELC gained 3.96%, reflecting a moderate positive market reaction. Argus tracked a trough of -4.1% from its starting point during tracking. Our momentum scanner triggered 18 alerts that day, indicating notable trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a sizable $500M 0.250% convertible note offering due 2032, upsized from $4...

Analysis

This announcement details a sizable $500M 0.250% convertible note offering due 2032, upsized from $400M, with a 40% conversion premium and potential $75M over-allotment. Net proceeds of about $484.3–557.0M are earmarked to fully repay the Oxford Finance loan and fund working capital and broad corporate needs. Historically, Celcuity’s offerings averaged a +4.67% move, so investors may watch debt levels, future use of its S-3ASR shelf, and clinical milestones when assessing this raise.

Key Figures

Convertible notes size: $500,000,000 Over-allotment option: $75,000,000 Coupon rate: 0.250% per year +5 more

8 metrics

Convertible notes size $500,000,000 Aggregate principal amount of 0.250% convertible senior notes due 2032

Over-allotment option $75,000,000 Additional principal amount underwriters may purchase within 30 days

Coupon rate 0.250% per year Interest on convertible senior notes, paid semi-annually

Net proceeds $484.3 million Estimated net proceeds without over-allotment

Net proceeds (full option) $557.0 million Estimated net proceeds if over-allotment option fully exercised

Initial conversion rate 8.0302 shares per $1,000 Shares of common stock per $1,000 principal amount

Conversion price $124.53 per share Initial conversion price for common stock

Conversion premium 40.0% Premium over last reported sale price on June 3, 2026

Previous Offering Reports

2 past events · Latest: Jul 30 (Neutral)

Same Type Pattern 2 events

Date	Event	Sentiment	24h Move	Catalyst
Jul 30	Convertible and equity pricing	Neutral	+4.7%	Pricing of $175M 2031 converts plus equity and pre-funded warrant offering.
Jul 28	Concurrent offerings launch	Neutral	+4.7%	Announcement of $150M 2031 converts and $75M stock offering with underwriter options.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Prior equity-linked offerings in July 2025 saw positive reactions around +4.6%, so today’s weakness on a much larger 2032 convertible deal diverges from that pattern.

Recent Company History

Over the last year, Celcuity has repeatedly tapped capital markets via convertible and equity offerings. In July 2025, it priced concurrent deals: $175M of 2.750% notes due 2031 plus common stock and pre-funded warrants, and a prior announcement for $150M of 2031 notes with $75M in stock. Those raises, aimed at funding clinical and commercial plans, were followed by roughly +4.6% next-day moves. Today’s upsized 2032 convertible note pricing at $500M, with proceeds to repay Oxford debt and fund operations, marks a step-change in financing scale.

Key Terms

convertible senior notes, over-allotments, make-whole fundamental change, fundamental change, +4 more

8 terms

convertible senior notes financial

"upsized underwritten public offering of $500,000,000 aggregate principal amount of its 0.250% convertible senior notes due 2032"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

over-allotments financial

"option to purchase up to an additional $75,000,000 ... solely to cover over-allotments"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

make-whole fundamental change financial

"If a “make-whole fundamental change” (as defined in the indenture that will govern the Convertible Notes) occurs"

A make-whole fundamental change is a contract clause that requires a company to compensate holders of certain securities (often convertible bonds or preferred shares) if a big event—like a merger, acquisition, or restructuring—removes or reduces the holders’ expected future benefits. Think of it as a shortcut payment that aims to leave investors financially ‘whole’ for lost upside or income, and it matters because it affects how much those investors get paid and how much such an event will cost the company.

fundamental change financial

"If a “fundamental change” (as defined in the indenture that will govern the Convertible Notes) occurs"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

registration statement regulatory

"The Company has filed a registration statement (including a prospectus) with the Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus supplement regulatory

"a preliminary prospectus supplement with respect to the offering to which this communication relates"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

indenture financial

"as defined in the indenture that will govern the Convertible Notes"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

underwriters financial

"The Company has granted the underwriters of the offering a 30-day option"

Underwriters are financial professionals or institutions that help companies raise money by selling new securities, such as stocks or bonds, to investors. They assess the risk and determine the price at which these securities should be sold, acting like a bridge between the company and the investors. Their role helps ensure that the company raises the needed funds while providing investors with options that reflect the level of risk involved.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MINNEAPOLIS, June 03, 2026 (GLOBE NEWSWIRE) -- Celcuity Inc. (Nasdaq: CELC) (“Celcuity” or the “Company”), a clinical-stage biotechnology company focused on the development of targeted therapies for the treatment of multiple solid tumor indications, today announced the pricing of its upsized underwritten public offering of $500,000,000 aggregate principal amount of its 0.250% convertible senior notes due 2032 (the “Convertible Notes”). The aggregate principal amount of the offering was increased from the previously announced offering size of $400,000,000.

The Company has granted the underwriters of the offering a 30-day option to purchase up to an additional $75,000,000 aggregate principal amount of the Convertible Notes, solely to cover over-allotments. The offering is expected to close on June 8, 2026, subject to satisfaction of customary closing conditions.

The Convertible Notes will be general, unsecured, senior obligations of the Company. The Convertible Notes will accrue interest payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027, at a rate equal to 0.250% per year. The Convertible Notes will mature on August 1, 2032, unless earlier converted, redeemed or repurchased by the Company. The Convertible Notes will be convertible at the option of the holders if certain conditions are met and during certain periods, based on an initial conversion rate of 8.0302 shares of the Company’s common stock (the “Common Stock”) per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $124.53 per share of Common Stock and represents a conversion premium of approximately 40.0% above the last reported sale price of the Common Stock on June 3, 2026. The Company will settle conversions of the Convertible Notes by paying or delivering, as applicable, cash, common stock or a combination of cash and shares of Common Stock, at the Company’s election, based on the applicable conversion rate. If a “make-whole fundamental change” (as defined in the indenture that will govern the Convertible Notes) occurs, then the Company will in certain circumstances increase the conversion rate for a specified period of time.

The Convertible Notes will be redeemable, in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on a redemption date on or after August 6, 2029 and on or before the 31st scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Common Stock exceeds 130% of the conversion price for the Convertible Notes on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. In addition, calling any note for redemption will constitute a make-whole fundamental change with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted after it is called for redemption.

If a “fundamental change” (as defined in the indenture that will govern the Convertible Notes) occurs, then, subject to certain exceptions, noteholders may require the Company to repurchase their Convertible Notes at a cash repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

The Company estimates that the net proceeds from the offering will be approximately $484.3 million (or approximately $557.0 million if the underwriters of the offering exercise their over-allotment option in full), after deducting underwriting discounts and commissions and the Company’s estimated offering expenses. The Company intends to use the net proceeds from the offering to repay in full all outstanding obligations under its amended and restated loan agreement with Oxford Finance, LLC, as collateral agent, and the lenders party thereto, and the remainder for working capital and general corporate purposes. General corporate purposes may include clinical trial expenditures, commercial launch expenditures, commercialization expenditures, research and development expenditures, capital expenditures, expansion of business development activities and other general corporate purposes. The Company may also use a portion of the proceeds for the potential acquisition of businesses, technologies, and products, although it has no current binding understandings, commitments, or agreements to do so.

Jefferies, J.P. Morgan, TD Cowen and Guggenheim Securities are acting as joint book-running managers for the offering. LifeSci Capital is acting as lead manager for the offering. Craig-Hallum and Wolfe | Nomura Alliance are acting as co-managers for the offering.

The Company has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) as well as a preliminary prospectus supplement with respect to the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and the offering. You may obtain these documents by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus supplement (or, when available, the final prospectus supplement) and the accompanying prospectus upon request to: Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at prospectus_department@jefferies.com; J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com; and Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, New York, NY 10017, by telephone at (212) 518-9544 or by email at GSEquityProspectusDelivery@guggenheimpartners.com.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Convertible Notes, any shares of Common Stock issuable upon conversion of the Convertible Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction.

“Wolfe | Nomura Alliance” is the marketing name used by Wolfe Research Securities and Nomura Securities International, Inc. in connection with certain equity capital markets activities conducted jointly by the firms. Both Nomura Securities International, Inc. and WR Securities, LLC are serving as underwriters in the offering described herein. In addition, WR Securities, LLC and certain of its affiliates may provide sales support services, investor feedback, investor education, and/or other independent equity research services in connection with this offering.

ABOUT CELCUITY

Celcuity is a clinical-stage biotechnology company focused on the development of targeted therapies for the treatment of multiple solid tumor indications. The Company’s lead therapeutic candidate is gedatolisib, a kinase inhibitor of the PI3K/AKT/mTOR (“PAM”) pathway that binds to all class I PI3K isoforms and the mTOR complexes, mTORC1 and mTORC2. By targeting all class I PI3K isoforms and mTORC1/2, gedatolisib induces comprehensive inhibition of the PAM pathway. Its mechanism of action and pharmacokinetic properties are differentiated from other currently approved and investigational therapies that target PI3Kα, AKT, or mTORC1 alone or together. The Company’s Phase 3 clinical trial, VIKTORIA-1, evaluating gedatolisib in combination with fulvestrant with or without palbociclib in patients with hormone receptor positive (“HR+”), human epidermal growth factor receptor 2 negative (“HER2-”) locally advanced or metastatic breast cancer (“ABC”), has reported detailed results for both Study 1, which evaluated patients with PIK3CA wild-type (“WT”) tumors, and Study 2, which evaluated patients with PIK3CA mutant-type (“MT”) tumors. The Company’s Phase 3 clinical trial, VIKTORIA-2, is ongoing and incorporates two independent studies, Study 1 and Study 2, evaluating two separate cohorts of patients with ABC who are treatment-naive in the advanced setting. Study 1 is evaluating gedatolisib combined with palbociclib and fulvestrant as first-line treatment for patients with endocrine-resistant HR+/HER2- ABC. Study 2 is evaluating gedatolisib combined with palbociclib and letrozole as first-line treatment for patients with endocrine-sensitive HR+/HER2- ABC. The Company’s Phase 1b/2 clinical trial, CELC-G-201, evaluating gedatolisib in combination with darolutamide in patients with metastatic castration-resistant prostate cancer, is ongoing. The Company is headquartered in Minneapolis, Minnesota.

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 including statements relating to the offering; the Company’s ability to complete the offering on the anticipated timeline or at all and the expected net proceeds from the offering and the anticipated use of such proceeds; the potential therapeutic benefits of gedatolisib; the size, design and timing of the Company’s clinical trials; the Company’s interpretation of clinical trial data; the status and timing of the U.S. Food and Drug Administration’s (the “FDA”) review of the Company’s New Drug Application (“NDA”) for gedatolisib, including the Prescription Drug User Fee Act (“PDUFA”) goal date assigned by the FDA; the ability of the Company’s data to support the filing of supplemental New Drug Application (“sNDA”) with the FDA and comparable filings with other regulatory authorities outside the U.S.; the market opportunity for gedatolisib; the Company’s expectations regarding the timing of and its ability to obtain FDA approval to commercialize gedatolisib; the Company’s strategy, marketing and commercialization plans, including the benefits of strategic decisions regarding studies and trials; other expectations with respect to gedatolisib, including subcutaneous formulations to support potential future indications for gedatolisib regimens; the Company’s anticipated use of cash; and the strength of the Company’s balance sheet. Words such as, but not limited to, “look forward to,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “confidence,” “encouraged,” “potential,” “plan,” “targets,” “likely,” “may,” “will,” “would,” “should” and “could,” and similar expressions or words identify forward-looking statements. The forward-looking statements included in this press release are based on management’s current expectations and beliefs which are subject to a number of risks, uncertainties and factors, including that the Company’s topline clinical results are based on an ongoing analysis of key efficacy and safety data, and such data may change following a more comprehensive review of the data related to the clinical trial; unforeseen delays in the Company’s clinical trials or the FDA’s review of the Company’s NDA for gedatolisib; the Company’s ability to obtain and maintain regulatory approvals to commercialize gedatolisib, and the market acceptance of gedatolisib; the development of therapies and tools competitive with gedatolisib; and the Company’s ability to access capital on favorable terms. In addition, all forward-looking statements are subject to other risks detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as such risks may be updated in the Company’s subsequent filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by these cautionary statements, and the Company undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof.

CONTACTS:

Celcuity Inc.
Brian Sullivan, bsullivan@celcuity.com
Vicky Hahne, vhahne@celcuity.com
(763) 392-0123
Jodi Sievers, jsievers@celcuity.com
(415) 494-9924

FAQ

What did Celcuity (NASDAQ: CELC) announce about its 0.250% convertible senior notes offering?

Celcuity announced pricing of an upsized public offering of $500 million 0.250% convertible senior notes due 2032. According to Celcuity, the notes are senior unsecured obligations with a low coupon and an initial conversion price set at a 40% premium to CELC’s last sale price.

What are the key terms of Celcuity’s 0.250% convertible senior notes due 2032 (CELC)?

The notes carry a 0.250% annual interest rate, payable semi-annually, and mature on August 1, 2032. According to Celcuity, they are convertible at an initial rate of 8.0302 shares per $1,000 principal, implying a conversion price of about $124.53 per share.

How will Celcuity (CELC) use the proceeds from the $500 million convertible notes offering?

Celcuity plans to use net proceeds primarily to repay its Oxford Finance loan in full. According to Celcuity, remaining funds will support working capital, clinical trials, commercial launch and commercialization activities, research and development, capital spending, and other general corporate purposes.

What is the potential dilution impact of Celcuity’s new convertible senior notes for CELC shareholders?

The notes are convertible into Celcuity common stock at a premium-priced conversion rate. According to Celcuity, the initial rate is 8.0302 shares per $1,000 principal, so full or partial conversions over time could increase the share count and dilute existing shareholders.

When can Celcuity redeem its 0.250% convertible senior notes and under what conditions?

Celcuity may redeem the notes for cash, in whole or part, from August 6, 2029, subject to conditions. According to Celcuity, the stock price must exceed 130% of the conversion price for specified trading days before a redemption notice can be sent.

What is the size of the over-allotment option in Celcuity’s 2032 convertible notes offering?

Underwriters have a 30-day option to buy up to an additional $75 million principal amount of notes. According to Celcuity, net proceeds would be about $557.0 million if this over-allotment option is fully exercised, after underwriting discounts and expenses.

What happens to Celcuity’s 0.250% convertible notes if a fundamental change occurs?

If a defined fundamental change occurs, noteholders can require Celcuity to repurchase their notes for cash at par plus interest. According to Celcuity, certain events also trigger a make-whole adjustment, temporarily increasing the conversion rate for affected notes.