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2025-09-09
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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
Number) |
|
(IRS
Employer
Identification
No.) |
16305
36th Avenue North, Suite 100
Minneapolis, Minnesota 55446
(Address
of Principal Executive Offices and Zip Code)
(763)
392-0767
(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. ☐
| Item 1.01 |
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 a lender, and the other lenders
party thereto (together with Oxford and Innovatus, the “Lenders”), pursuant to which the A&R Loan Agreement was amended
to (i) replace Innovatus with Oxford as collateral agent; (ii) recognize the achievement of the Term D Milestone (as defined in the A&R
Loan Agreement, as amended by the Third Amendment (the “Amended A&R Loan Agreement”)) and provide for the immediate disbursement
of the $30.0 million Term D Loan (as defined in the Amended A&R Loan Agreement); (iii) increase the size of the Term E Loan (as defined
in the Amended A&R Loan Agreement) from $50.0 million to up to $100.0 million, which Term E Loan may only be drawn upon U.S. Food
and Drug Administration approval of gedatolisib in second line wild-type advanced breast cancer patients post CDK4/6 inhibitor therapy;
(iv) add three new $40.0 million Term F Loans (as defined in the Amended A&R Loan Agreement), which may only be drawn upon achievement
of certain trailing three months’ product revenue thresholds; (v) replace the prior $45.0 million Term F Loan (as defined in the
A&R Loan Agreement) with a new $150.0 million Term G Loan (as defined in the Amended A&R Loan Agreement), which continues to
be available only in the Lenders’ sole discretion upon the Company’s request; (vi) require an amendment fee payable by the
Company to the Lenders in the amount of $50,000, which was paid at the closing of the Third Amendment; (vii) make certain revisions to
the non-utilization fee for the Term E Loan, and add a new non-utilization fee for the Term F Loans, in each case equal to 3.0% of the
applicable unfunded commitment, after taking into consideration any reductions to the applicable term loan commitment that the Company
may make by notice to the collateral agent before the date that is eight weeks after the achievement of any applicable milestones; and
(viii) extend the maturity date of the term loans to November 1, 2029. The Term E Loan and each Term F Loan also are subject to other
customary conditions and limits on when the Company can request funding.
In
connection with the Third Amendment, the Company issued warrants to purchase an aggregate of 50,537 shares of the Company’s common
stock to Innovatus, Oxford, and certain of its affiliates (the “Warrants”). The Warrants may be exercised on a cashless basis
and are exercisable through the tenth anniversary of the funding date of the Term D Loan. The number of shares of common stock for which
each Warrant is exercisable and the associated exercise price are subject to certain proportional adjustments as set forth in such Warrant.
The
foregoing descriptions of the Third Amendment and the Warrants do not purport to be complete and are qualified in their entirety by reference
to the full text of each of the Third Amendment, which is filed as Exhibit 10.1 hereto, and the form of Warrant, which is filed as Exhibit
4.1 hereto, respectively, and each of which is incorporated herein by reference.
| Item 2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The
information set forth under Item 1.01 regarding the Amended A&R Loan Agreement is incorporated herein by reference.
| Item 3.02 |
Unregistered
Sales of Equity Securities. |
The
information set forth under Item 1.01 regarding the Warrants is incorporated herein by reference. The issuance of the Warrants and the
shares of the Company’s common stock upon the exercise of the Warrants will be made in reliance on the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D thereunder.
| Item 7.01 |
Regulation FD Disclosure. |
On
September 9, 2025, the Company issued a press release regarding the Third Amendment. 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 7.01, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by referenced into any filing pursuant
to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 9.01 |
Financial Statements and Exhibits.
|
| 4.1 |
|
Form of Warrant to Purchase Stock issued in connection with the Third Amendment to Amended and Restated Loan and Security Agreement, dated September 9, 2025 |
| 10.1* |
|
Third Amendment to Amended and Restated Loan and Security Agreement, dated September 9, 2025, by and among the Company, Oxford Finance LLC, as collateral agent, the Lenders named therein and Innovatus Life Sciences Lending Fund I, LP |
| 99.1 |
|
Press release dated September 9, 2025 |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
*
Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain information has been excluded from this exhibit because it both (i) is not
material and (ii) is the type that the registrant treats as private or confidential.
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:
September 10, 2025
| |
CELCUITY
INC. |
| |
|
| |
By: |
/s/
Brian F. Sullivan |
| |
|
Brian F. Sullivan |
| |
|
Chief Executive Officer |
