Celcuity holders back 2026 stock and purchase plans

Celcuity Inc. held its 2026 Annual Meeting of Stockholders, where stockholders approved a new 2026 Stock Incentive Plan and an amended employee stock purchase plan.

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Form Type

8-K

Rhea-AI Filing Summary

Celcuity Inc. held its 2026 Annual Meeting of Stockholders, where stockholders approved a new 2026 Stock Incentive Plan and an amended employee stock purchase plan. The 2026 plan authorizes up to 3,000,000 shares of common stock for equity awards to employees, consultants, and non-employee directors, replacing the prior 2017 plan for new grants.

Stockholders also approved the Amended and Restated 2017 Employee Stock Purchase Plan, increasing available shares by 289,199 and extending the plan for ten additional years. Eight directors were elected, the company’s executive compensation was approved on an advisory basis, and Boulay PLLP was ratified as independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

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.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

2026 Stock Incentive Plan pool: 3,000,000 shares ESPP share increase: 289,199 shares Auditor ratification votes for: 40,931,291 shares +3 more

6 metrics

2026 Stock Incentive Plan pool 3,000,000 shares Maximum common shares issuable under 2026 Plan

ESPP share increase 289,199 shares Additional shares for Amended and Restated 2017 ESPP

Auditor ratification votes for 40,931,291 shares Votes in favor of Boulay PLLP for FY ending Dec 31, 2026

Say-on-pay votes for 35,835,588 shares Advisory approval of executive compensation

2026 Plan approval votes for 28,691,350 shares Votes in favor of 2026 Stock Incentive Plan

Restated ESPP approval votes for 35,067,849 shares Votes in favor of Amended and Restated 2017 ESPP

Key Terms

2026 Stock Incentive Plan, Amended and Restated 2017 Employee Stock Purchase Plan, emerging growth company, broker non-votes

4 terms

2026 Stock Incentive Plan financial

"Stockholders approved the Company’s 2026 Stock Incentive Plan (the “2026 Plan”)."

Amended and Restated 2017 Employee Stock Purchase Plan financial

"Stockholders also approved the Company’s Amended and Restated 2017 Employee Stock Purchase Plan (the “Restated ESPP”)."

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

broker non-votes financial

"For: | | Against: | | Abstain: | | Broker Non-Votes 28,691,350 | | 9,002,785 | | 12,076 | | 3,622,556"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

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

What stock plans did Celcuity (CELC) stockholders approve at the 2026 meeting?

Stockholders approved Celcuity’s 2026 Stock Incentive Plan and the Amended and Restated 2017 Employee Stock Purchase Plan. The new incentive plan authorizes 3,000,000 shares, while the restated purchase plan adds 289,199 shares and extends its term by ten years.

How many shares are authorized under Celcuity’s 2026 Stock Incentive Plan?

The 2026 Stock Incentive Plan authorizes up to 3,000,000 shares of common stock. Shares from awards under the 2026 plan or prior plan that expire, are cancelled, forfeited, or cash-settled can return to the pool for future grants, supporting ongoing equity compensation.

What changes were made to Celcuity’s Employee Stock Purchase Plan (ESPP)?

The Amended and Restated 2017 Employee Stock Purchase Plan increased available common shares by 289,199 and extended its expiration date by ten years. The restated plan became effective upon stockholder approval at the 2026 Annual Meeting, following prior board approval.

Did Celcuity (CELC) stockholders re-elect the board of directors in 2026?

Stockholders elected eight nominees to Celcuity’s board of directors to serve until the next annual meeting. Each nominee, including Brian F. Sullivan and other directors, received more votes “for” than “withheld,” with additional broker non-votes reported where applicable.

Who is Celcuity’s independent auditor for the year ending December 31, 2026?

Boulay PLLP was ratified as Celcuity’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote received 40,931,291 shares in favor, 377,611 against, and 19,865 abstentions, with no broker non-votes reported.

How did Celcuity stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, the compensation of Celcuity’s named executive officers. The advisory vote recorded 35,835,588 shares in favor, 1,846,980 against, and 23,643 abstentions, with 3,622,556 broker non-votes noted in the results table.

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

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Accepted by SEC EDGAR 05/18/2026 - 04:05 PM

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): May 18, 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. ☐

Item 5.02

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 approval at the Annual Meeting. The 2026 Plan became effective at the time of Stockholder approval. As a result of such approval, no further awards will be made under the Company’s Amended and Restated 2017 Stock Incentive Plan (the “Prior Plan”). Subject to adjustment as provided in the 2026 Plan, 3,000,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), may be issued under the 2026 Plan. If outstanding awards issued under the 2026 Plan or the Prior Plan expire, are cancelled or forfeited, or are settled or paid in cash before being exercised or settled in full, the shares subject to such awards will again be available for issuance under the 2026 Plan.

Awards under the 2026 Plan may be granted to employees, consultants, and non-employee directors of the Company and its subsidiaries in the form of stock option awards, stock appreciation right awards, restricted stock awards, stock unit awards, and other stock-based awards. The 2026 Plan will be administered by the Compensation Committee of the Board.

At the Annual Meeting, the Stockholders also approved the Company’s Amended and Restated 2017 Employee Stock Purchase Plan (the “Restated ESPP”). The Restated ESPP increased the number of shares of Common Stock available for issuances under the 2017 Employee Stock Purchase Plan (the “ESPP”) by 289,199 shares and extended the expiration date of the ESPP for an additional ten-year period.

The Board approved the Restated ESPP subject to Stockholder approval at the Annual Meeting. The Restated ESPP became effective at the time of Stockholder approval.

Copies of the 2026 Plan and the Restated ESPP are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The material terms of the 2026 Plan and the Restated ESPP are set forth in the Company’s definitive proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on April 2, 2026.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting:

	1.	Stockholders elected eight nominees to the Company’s Board of Directors to hold office until the next annual meeting and the election of such director’s successor, or such director’s earlier death, resignation or removal;

	2.	Stockholders ratified the appointment of Boulay PLLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

	3.	Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers;

	4.	Stockholders approved the 2026 Plan; and

	5.	Stockholders approved the Restated ESPP.

The voting results for each such matter were as follows:

Election of directors:

Nominee:	For:	Withheld:	Broker Non-Votes:
Richard E. Buller	34,066,928	3,639,283	3,622,556
David F. Dalvey	31,918,122	5,788,089	3,622,556
Leo T. Furcht	32,048,504	5,657,707	3,622,556
Lance G. Laing	37,637,240	68,971	3,622,556
Polly A. Murphy	34,360,198	3,346,013	3,622,556
Richard J. Nigon	37,298,500	407,711	3,622,556
Charles R. Romp	37,672,258	33,953	3,622,556
Brian F. Sullivan	37,168,080	538,131	3,622,556

Ratification of the appointment of Boulay PLLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

For:		Against:		Abstain:		Broker Non-Votes:
40,931,291		377,611		19,865		0

Approval, on an advisory basis, of the Company’s named executive officer compensation:

For:		Against:		Abstain:		Broker Non-Votes:
35,835,588		1,846,980		23,643		3,622,556

Approval of the 2026 Plan:

For:		Against:		Abstain:		Broker Non-Votes:
28,691,350		9,002,785		12,076		3,622,556

Approval of the Restated ESPP:

For:		Against:		Abstain:		Broker Non-Votes:
35,067,849		2,623,058		15,304		3,622,556

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

10.1		Celcuity Inc. 2026 Stock Incentive Plan.
10.2		Celcuity Inc. Amended and Restated 2017 Employee Stock Purchase Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 18, 2026

	CELCUITY INC.

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents