Celcuity adds independent director to its board

Celcuity Inc. expanded its Board of Directors from seven to eight members and appointed Charles (Chip) R. Romp as a new independent director, effective February 11, 2026.

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Form Type

8-K/A

Rhea-AI Filing Summary

Celcuity Inc. expanded its Board of Directors from seven to eight members and appointed Charles (Chip) R. Romp as a new independent director, effective February 11, 2026. His term runs through the Company’s 2026 Annual Meeting of Stockholders and the election of his successor, or earlier departure.

On May 14, 2026, Mr. Romp was also appointed to the Board’s Compensation Committee and Nominating and Corporate Governance Committee. As a non-employee director, he is eligible for an annual cash retainer of $70,000 and an annual equity award with a fair market value of $135,000. Upon joining the Board, he received a pro-rated grant of 215 shares of restricted stock that vested in full on April 30, 2026.

The Board determined that Mr. Romp is an independent director under Nasdaq and SEC rules, and the Company states there are no related-party relationships or arrangements that must be disclosed for his appointment.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Board size after change: 8 directors Annual cash retainer: $70,000 Annual equity award value: $135,000 +4 more

7 metrics

Board size after change 8 directors Board increased from seven to eight members on February 11, 2026

Annual cash retainer $70,000 Non-employee director cash retainer, payable quarterly

Annual equity award value $135,000 Non-employee director equity compensation fair market value

Initial restricted stock grant 215 shares Pro-rated annual grant to Charles Romp upon appointment

Initial appointment date February 11, 2026 Date Charles Romp became a director

Committee appointment date May 14, 2026 Date Romp joined Compensation and N&CG Committees

Vesting date of grant April 30, 2026 Restricted stock granted to Romp vested in full

Key Terms

independent director, non-employee director compensation program, restricted stock, Nominating and Corporate Governance Committee, +1 more

5 terms

independent director regulatory

"The Board determined that Mr. Romp qualifies as an independent director pursuant to the listing standards of The Nasdaq Stock Market LLC"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

non-employee director compensation program financial

"Mr. Romp will receive compensation for his service in accordance with the Company’s non-employee director compensation program"

restricted stock financial

"the Company granted Mr. Romp a pro-rated annual grant of 215 shares of restricted stock under the Company’s 2017 Stock Incentive Plan"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Nominating and Corporate Governance Committee regulatory

"upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “N&CG Committee”)"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

Item 404(a) of Regulation S-K regulatory

"There are no relationships or related transactions ... that would be required to be reported under Item 404(a) of Regulation S-K."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change did Celcuity (CELC) make to its Board of Directors?

Celcuity increased its Board size from seven to eight directors and appointed Charles (Chip) R. Romp as a new independent director. His term extends through the 2026 Annual Meeting and the election of his successor, or earlier departure.

When was Charles (Chip) R. Romp appointed to the Celcuity (CELC) Board?

Charles (Chip) R. Romp was appointed to Celcuity’s Board of Directors effective February 11, 2026. This followed a Board vote based on a recommendation from the Nominating and Corporate Governance Committee of the Board.

What compensation does Celcuity (CELC) provide its non-employee directors?

Celcuity’s non-employee director program currently provides a $70,000 annual cash retainer, paid quarterly, and an annual equity award valued at $135,000. The equity can be restricted stock, stock options, or a combination, at the director’s election.

What initial equity award did Celcuity grant to Charles Romp?

Upon joining the Board, Celcuity granted Charles Romp a pro-rated annual award of 215 shares of restricted stock under its 2017 Stock Incentive Plan. These restricted shares vested in full on April 30, 2026, aligning with the program terms.

Is Charles Romp considered an independent director at Celcuity (CELC)?

Yes, Celcuity’s Board determined that Charles Romp qualifies as an independent director under Nasdaq listing standards and SEC rules. The company also states there are no related-party relationships requiring disclosure under Item 404(a) of Regulation S-K.

Which Celcuity (CELC) Board committees does Charles Romp serve on?

On May 14, 2026, Charles Romp was appointed to Celcuity’s Compensation Committee and its Nominating and Corporate Governance Committee. These committee roles are effective immediately from that date, expanding his governance responsibilities.

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

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Accepted by SEC EDGAR 05/20/2026 - 07:30 AM

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)

(Commission

File Number)

(IRS Employer

Identification No.)

2800 Campus Drive, Suite 140

Minneapolis, Minnesota 55441

(Address of Principal Executive Offices and Zip Code)

(763) 392-0123

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		CELC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

Celcuity Inc. (the “Company”) is filing this Amendment No. 1 on Form 8-K/A (this “Amendment”) to supplement the information provided in the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2026. This Amendment sets forth the complete text of each amended item.

Item 5.02

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, effective immediately, for a term extending through the date of the Company’s 2026 Annual Meeting of Stockholders and the election of his successor, or his earlier death, resignation or removal. The Board determined that Mr. Romp qualifies as an independent director pursuant to the listing standards of The Nasdaq Stock Market LLC and the rules of the U.S. Securities and Exchange Commission (the “SEC”). On May 14, 2026, Mr. Romp was appointed by the Board to the Compensation Committee of the Board and the N&CG Committee, effective immediately.

Mr. Romp will receive compensation for his service in accordance with the Company’s non-employee director compensation program, which currently provides for an annual cash retainer of $70,000, payable quarterly, and an annual equity award with a fair market value of $135,000, payable in the form of restricted stock, stock options, or a combination of both, at the director’s election.

Upon appointment to the Board, the Company granted Mr. Romp a pro-rated annual grant of 215 shares of restricted stock under the Company’s 2017 Stock Incentive Plan, which vested in full on April 30, 2026.

There are no arrangements or understandings between Mr. Romp and any other persons pursuant to which Mr. Romp was selected as a director of the Company. There are no relationships or related transactions between Mr. Romp or any member of his immediate family and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 20, 2026

CELCUITY INC.

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

Source: View Original Filing on SEC EDGAR

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