Celcuity Inc SEC Filings

Celcuity Inc. filed an amended Form D reporting a Regulation D exempt offering under Rule 506(b) for a total offering size of $352,700,000. The issuer reports $130,000,000 sold to date with $222,700,000 remaining available. The offering includes debt, options/warrants, and the securities that may be issued upon exercise or conversion; the filing notes the conversion or exercise may not occur. The issuer indicates two investors have already participated. Sales commissions are estimated at $4,335,000. The issuer states the offering is intended to continue for more than one year and lists solicitation in all U.S. states plus certain named states. The minimum outside investment is reported as $0.

Richard J. Nigon, a director of Celcuity Inc. (CELC), reported two related transactions on 09/11/2025 increasing his beneficial ownership. He acquired 4,672 common shares at $7.5628 and separately acquired 3,245 common shares at $7.5628. After the first reported purchase his beneficial ownership was 105,765 shares and after the second it was 109,010 shares, shown as direct holdings. The filing also reports warrants issued on the same date covering 4,672 and 3,245 shares with exercise-related dates of 01/14/2026 and 05/02/2026, respectively; the form notes those derivative instruments are currently exercisable. The Form 4 was signed by an attorney-in-fact on 09/15/2025.

Celcuity Inc. (CELC) Form 4 summary: Reporting persons associated with Baker Bros. (Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC, Baker Biotech/ Life Sciences funds, and principals Julian C. Baker and Felix J. Baker) disclosed purchases of Celcuity common stock on 09/08/2025. Multiple purchases were executed at weighted average prices in two ranges: $56.215–$56.22 (reported as $56.22) and $57.89–$58.14 (reported as $58.0236). Reported additional shares acquired include 13,976 and 151,524 shares at ~ $56.22 and 388 and 4,212 shares at ~ $58.02. Beneficial ownership totals reported after these transactions appear as 703,920 and 7,207,272 (after the lower-price trades) and 704,308 and 7,211,484 (after the higher-price trades). The filing explains that the holdings are held directly by the Funds and that the advisers and named individuals may be deemed to have indirect pecuniary interests; signatures are dated 09/10/2025.

Brian F. Sullivan, CEO and Director of Celcuity Inc. (CELC), reported acquisitions on 09/02/2025. The filing shows an acquisition of 104,340 common shares at a price of $8.05 and ownership of 104,340 warrants with an $8.05 exercise price linked to the same 104,340 underlying shares, exercisable by 10/11/2025. Following the transaction, the report lists 1,370,199 shares beneficially owned by Mr. Sullivan directly and indirectly, including holdings attributed to two family trusts (948,042 and 802,742 shares). The filing is signed by an attorney-in-fact on behalf of Mr. Sullivan on 09/04/2025.

Vicky Hahne, Chief Financial Officer of Celcuity Inc. (CELC), was granted a stock option to buy 80,000 shares of Common Stock on 08/18/2025 at an exercise price of $51.57 per share. The option becomes exercisable starting 08/18/2025 and expires on 08/18/2035. Following the grant, Ms. Hahne beneficially owns 80,000 underlying shares through this option. The vesting schedule specifies that 20,000 shares vest on 08/18/2026 and the remaining 60,000 vest monthly at 1/36th increments thereafter. The Form 4 was signed on 08/20/2025 by an attorney-in-fact on behalf of Ms. Hahne.

Celcuity Inc. reporting person Lance G. Laing, who serves as Chief Science Officer and a director, received a grant of a stock option covering 100,000 shares of common stock exercisable at $51.57 per share. The option grant is dated 08/18/2025, becomes exercisable on that date, and expires on 08/18/2035.

The filing shows Laing beneficially owns 100,000 shares underlying the option on a direct basis. Vesting terms are disclosed: 25,000 shares vest on 08/18/2026 and the remaining 75,000 vest monthly at a rate of 1/36th thereafter. The Form 4 was signed by an attorney-in-fact on behalf of Laing on 08/20/2025.

Brian F. Sullivan, Chief Executive Officer and Director of Celcuity Inc. (CELC), was granted two stock option awards on 08/18/2025 totaling 400,000 option shares. One option covers 250,000 shares with a $51.57 exercise price; 62,500 of those shares vest on 08/18/2026 and the remaining 187,500 vest monthly thereafter. The second option covers 150,000 shares with a $51.57 exercise price and vests in quarterly 1/4 increments upon the issuer's common stock reaching specified stock-price performance milestones. Both options expire 08/18/2035 and are reported as directly owned following the transactions.

Celcuity Inc. Schedule 13D/A Summary This Amendment No. 2 reports that a group led by Growth Equity Opportunities 18 VGE, LLC (part of New Enterprise Associates) beneficially owns a total of 3,535,561 shares of Celcuity common stock, representing 8.1% of the outstanding common stock as calculated on a 43,818,011 share base. The GEO position comprises 2,144,261 shares held plus rights to acquire 1,391,300 shares through a preferred warrant and conversion of Series A preferred, for a deemed total of 3,535,561 shares. The filing discloses that GEO converted 104,426 preferred shares into common on June 25, 2025, and completed aggregate open market sales of 150,000 common shares on July 25, 2025. The amendment states the reported beneficial ownership decreased by more than 1% due to an increase in Celcuity's shares outstanding and identifies the reporting entities, managers, sources of funds, and that no material legal proceedings are disclosed.