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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): June 3, 2026
Celcuity
Inc.
(Exact
name of Registrant as Specified in its Charter)
| Delaware |
|
001-38207 |
|
82-2863566 |
| (State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
| of Incorporation) |
|
File Number) |
|
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 1.01 |
Entry into
a Material Definitive Agreement. |
On
June 3, 2026, Celcuity Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with Jefferies LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Guggenheim Securities, LLC, as representatives of the several
underwriters named therein (collectively, the “Underwriters”), agreeing, subject to customary conditions, to issue and sell
in a public offering $500,000,000 aggregate principal amount of the Company’s 0.250% Convertible Senior Notes due 2032 (the “Notes”)
to the Underwriters (the “Offering”). In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters
an option to purchase up to an additional $75,000,000 aggregate principal amount of the Notes, solely to cover over-allotments. On June
4, 2026, the Underwriters exercised such option to purchase an additional $75,000,000 aggregate principal amount of the Notes. The issuance
of $575,000,000 aggregate principal amount of the Notes was completed on June 8, 2026. The Notes were
issued pursuant to, and are governed by, an indenture (the “Base Indenture”), dated as of August 1, 2025, between
the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a second supplemental
indenture (the “Supplemental Indenture,” and the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”),
dated as of June 8, 2026, between the Company and the Trustee.
The
net proceeds from the Offering, after deducting underwriting discounts and commissions and offering expenses, were approximately $557.0
million, including the proceeds from the Underwriters’ exercise of their over-allotment option in full. The Company intends to
use the net proceeds from the Offering to repay in full all outstanding obligations under the Loan Agreement (defined below) and the
remainder for working capital and general corporate purposes, which 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 the Company has no current binding understandings, commitments, or agreements to do so.
The
Notes will be general, unsecured, senior obligations of the Company. The Notes will bear interest at a rate of 0.250% per annum, payable
semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. In addition, special interest will accrue
on the Notes upon the occurrence of certain events relating to the Company’s failure to file certain reports with the U.S. Securities
and Exchange Commission (the “SEC”) as provided in the Indenture. The Notes will mature on August 1, 2032, unless earlier
repurchased, redeemed or converted. The Notes will be convertible at the option of the holders if certain conditions are met and during
certain periods, at an initial conversion rate of 8.0302 shares of the Company’s common stock, par value $0.001 per share (the
“Common Stock”), per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately
$124.53 per share of Common Stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence
of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined
in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. The Company
will settle conversions of the Notes by paying or delivering, as applicable, cash, shares of Common Stock or a combination of cash and
shares of Common Stock, at the Company’s election, based on the applicable conversion rate.
The
Notes will be redeemable, in whole or in part (subject to certain limitations described below), 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 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 Common Stock exceeds
130% of the conversion price on (i) 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 (ii) the trading
day immediately before the date the Company sends such notice. However, the Company may not redeem less than all of the outstanding Notes
unless at least $50.0 million aggregate principal amount of Notes are outstanding and not called for redemption as of the time the Company
sends the related redemption 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
certain events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to certain exceptions
as provided in the Indenture, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal
amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase
date.
The
Notes will have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which
include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of interest on the Notes,
will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified
periods of time; (iii) the Company’s failure to convert a Note in accordance with the Indenture within a specified period of time;
(iv) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate
with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially
all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (v) a default by the Company in its other
obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given
in accordance with the Indenture; (vi) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness
for borrowed money of at least $60,000,000; (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or
any of its significant subsidiaries; and (viii) certain judgments being rendered against the Company or any of its significant subsidiaries
for the payment of at least $60,000,000.
If
an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect
to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid interest, if any, on,
all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any
other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate
principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued
and unpaid interest, if any, on, all of the Notes then outstanding to become due and payable immediately. Notwithstanding the foregoing,
the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply
with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on
the Notes for up to 365 days, at a rate per annum equal to 0.25% of the principal amount of the Notes for the first 180 days on which
special interest accrues and, thereafter, at a rate per annum equal to 0.50% of the principal amount thereof.
The
above description of the Underwriting Agreement, the Indenture and the Notes is a summary and is not complete. The Underwriting Agreement
contains customary representations, warranties, covenants and indemnification obligations of the Company and the Underwriters, including
for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and other obligations of the parties.
The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and
as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by such
parties. A copy of the Underwriting Agreement, the Base Indenture, the Supplemental Indenture and the form of the certificate representing
the Notes are filed as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K, and the above summary is qualified
in its entirety by reference to the terms of the Underwriting Agreement, the Base Indenture, the Supplemental Indenture and the Notes
set forth in such exhibits.
The
Offering is being made pursuant to a prospectus supplement, dated June 3, 2026, filed with the SEC on June 5, 2026 and an accompanying
base prospectus that forms a part of the Registration Statement. This Current Report on Form 8-K does not constitute an offer to sell
or a solicitation of an offer to buy any of the Notes.
| Item 1.02 |
Termination
of a Material Definitive Agreement |
On
June 8, 2026, the Company completed a voluntary prepayment of all outstanding principal, accrued and unpaid interest, fees, costs and
expenses, equal to approximately $[137.5 million] in the aggregate (the “Payoff Amount”), under that certain Amended and
Restated Loan and Security Agreement, dated as of May 30, 2024, by and among the Company, as borrower, 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” and together with Oxford, the “Lenders”), as a lender, and the other lenders
party thereto (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Loan Agreement”).
Upon receipt by the Lenders of the Payoff Amount on June 8, 2026, all obligations, covenants, debts and liabilities of the Company under
the Loan Agreement were satisfied and discharged in full, and the Loan Agreement and all other documents entered into in connection with
the Loan Agreement were terminated.
The
Loan Agreement provided for term loans with aggregate maximum commitments of up to $350 million (the “Term Loans”), with
the potential for an additional $150 million in discretionary term loans at the Lenders’ sole discretion. Under the Loan Agreement,
the Company had total borrowings of $100 million as of May 30, 2024, and on September 9, 2025, the Company borrowed an additional $30
million. The Term Loans bore interest at a floating per annum rate equal to the greater of (i) the Prime Rate (as defined in the Loan
Agreement) and (ii) 7.75%, plus 2.85% (the “Basic Rate”). Additionally, 1.00% of the Basic Rate was payable in kind by adding
such amount to the outstanding principal balance on a monthly basis through May 31, 2027. Interest-only payments on the borrowings under
the Loan Agreement were due through May 31, 2027. Interest-only payments on the borrowings under the Loan Agreement were due through
August 1, 2028, or if certain regulatory milestones were met, through March 1, 2029. After the interest-only payment period, borrowings
under the Loan Agreement were due in equal monthly payments of principal and accrued interest until the maturity date of November 1,
2029.
| Item 2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The
disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Press
Release – Launch of Offering
On
June 3, 2026, the Company issued a press release announcing that it had launched the Offering. A copy of this press release is filed
as Exhibit 99.1 hereto and is incorporated herein by reference.
Press
Release – Pricing of Notes Offering
On
June 3, 2026, the Company issued a press release announcing that it priced the Offering to issue and sell $500 million aggregate principal
amount of 0.250% Convertible Senior Notes due 2032. A copy of this press release is filed as Exhibit 99.2 hereto and is incorporated
herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking” statements, as that term is defined under the federal securities laws,
including but not limited to statements regarding the Offering, the Company’s expectations regarding the expected net proceeds
from the Offering and the use of those net proceeds. These forward-looking statements are based on the Company’s current assumptions,
expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause
the Company’s plans to differ materially from those expressed or implied in any forward-looking statement. These risks include,
but are not limited to, market risks, trends and conditions, and those risks described in the Company’s filings with the SEC from
time to time, particularly under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” including the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 and subsequent filings with the SEC. Copies of these documents
may be obtained by visiting the SEC’s website at www.sec.gov. These forward-looking statements represent the Company’s estimates
and assumptions only as of the date of this Current Report on Form 8-K. The Company assumes no obligation and does not intend to update
these forward-looking statements, except as required by law.
| Item 9.01 |
Financial Statements and Exhibits.
|
| 1.1 |
|
Underwriting Agreement, dated as of June 3, 2026, among Celcuity Inc. and the representatives of the underwriters named therein, relating to the offer and sale of 0.250% Convertible Senior Notes due 2032. |
| 4.1 |
|
Indenture, dated as of August 1, 2025, between Celcuity Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed August 1, 2025). |
| 4.2 |
|
Second Supplemental Indenture, dated as of June 8, 2026, between Celcuity Inc. and U.S. Bank Trust Company, National Association, as trustee. |
| 4.3 |
|
Form of certificate representing the 0.250% Convertible Senior Notes due 2032 (included as Exhibit A in Exhibit 4.2). |
| 5.1 |
|
Opinion of Faegre Drinker Biddle & Reath LLP. |
| 23.1 |
|
Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5.1). |
| 99.1 |
|
Press release dated June 3, 2026. |
| 99.2 |
|
Press release dated June 3, 2026. |
| 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:
June 8, 2026
| |
CELCUITY INC. |
| |
|
|
| |
By: |
/s/ Brian F. Sullivan |
| |
|
Brian F. Sullivan |
| |
|
Chief Executive Officer |
Exhibit
99.1
Celcuity
Inc. Announces Public Offering of
Convertible Senior Notes Due 2032
MINNEAPOLIS,
June 3, 2026 – 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 a proposed
underwritten public offering of $400,000,000 aggregate principal amount of its convertible senior notes due 2032 (the “Convertible
Notes”).
The
Company intends to grant the underwriters of the offering a 30-day option to purchase up to an additional $60,000,000 aggregate principal
amount of Convertible Notes, solely to cover over-allotments, if any.
The
Convertible Notes will be general, unsecured, senior obligations of the Company and interest will be payable semi-annually in arrears.
The Convertible Notes will mature on August 1, 2032, unless earlier converted, redeemed or repurchased by the Company. Upon conversion,
the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock (the “Common Stock”)
or a combination of cash and shares of Common Stock, at its election. The interest rate, conversion rate, offering price and other terms
are to be determined upon the pricing of the Convertible Notes.
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 we have no current binding understandings, commitments, or agreements to do so.
The
closing of the offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may
be completed, or as to the actual size or terms of the offering.
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 and the proposed size and terms thereof; the Company’s
ability to complete the offering on the anticipated timeline or at all and the anticipated use of the net proceeds therefrom; 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
Exhibit
99.2
Celcuity
Inc. Announces Pricing of Upsized Public Offering of
0.250% Convertible Senior Notes Due 2032
MINNEAPOLIS,
June 3, 2026 – 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
