[D/A] Celcuity Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Large authorized offering size of $352,700,000, indicating substantial capital-raising capacity
• $130,000,000 already sold, demonstrating progress in securing investor commitments
• Use of Rule 506(b) provides an established, widely used exemption framework for accredited investor placements

Negative

• Investor concentration: only 2 investors have invested to date, suggesting reliance on a small number of backers
• Potential future dilution: offering includes debt convertible to common stock and outstanding warrants; conversion or exercise may not occur, creating uncertainty
• Estimated sales commissions of $4,335,000 represent meaningful issuance costs if full offering is sold

Insights

Financial Analyst

TL;DR Large Regulation D offering underway with meaningful proceeds already raised but concentrated investor participation.

The filing documents a sizable exempt offering under Rule 506(b) totaling $352.7M, of which $130.0M has been sold. That pace demonstrates access to capital but the report lists only two investors to date, indicating concentration of subscriptions rather than broad retail participation. The structure includes debt and detachable rights (options/warrants) plus potential conversion to common stock, which can preserve flexibility for the issuer but also creates future dilution uncertainty if conversions/exercises occur. Estimated sales commissions of $4.335M imply notable issuance costs if the full offering is sold. Overall, capital-raising is material but investor concentration and contingent dilution are relevant considerations for valuation and capital structure modeling.

Corporate Governance Expert

TL;DR Disclosure is routine for an amended Form D but highlights governance-related dilution mechanics and concentrated investor base.

The amendment discloses key governance and disclosure items: reliance on Rule 506(b), offering duration beyond one year, and solicitation across jurisdictions. It explicitly notes inclusion of warrants and convertible instruments and clarifies those instruments may never be exercised or converted, which is important for forecasting share count and governance control. The small number of investors reported raises questions about investor rights, negotiated terms, and potential influence of large investors on corporate decisions. From a governance perspective, stakeholders should review the specific subscription agreements and warrant/convertible terms to assess protective provisions and control implications.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001603454

Celcuity LLC

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Celcuity Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Celcuity Inc.
Street Address 1		Street Address 2
16305 36TH AVENUE NORTH		SUITE 100
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
MINNEAPOLIS	MINNESOTA	55446	(763) 392-0767

3. Related Persons

Last Name	First Name	Middle Name
Sullivan	Brian	F.
Street Address 1	Street Address 2
16305 36th Avenue North	Suite 100
City	State/Province/Country	ZIP/PostalCode
Minneapolis	MINNESOTA	55446

Relationship: X Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Laing	Lance	G.
Street Address 1	Street Address 2
16305 36th Avenue North	Suite 100
City	State/Province/Country	ZIP/PostalCode
Minneapolis	MINNESOTA	55446

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hahne	Vicky
Street Address 1	Street Address 2
16305 36th Avenue North	Suite 100
City	State/Province/Country	ZIP/PostalCode
Minneapolis	MINNESOTA	55446

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Dalvey	David	F.
Street Address 1	Street Address 2
16305 36th Avenue North	Suite 100
City	State/Province/Country	ZIP/PostalCode
Minneapolis	MINNESOTA	55446

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Nigon	Richard	J.
Street Address 1	Street Address 2
16305 36th Avenue North	Suite 100
City	State/Province/Country	ZIP/PostalCode
Minneapolis	MINNESOTA	55446

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Furcht	Leo	T.
Street Address 1	Street Address 2
16305 36th Avenue North	Suite 100
City	State/Province/Country	ZIP/PostalCode
Minneapolis	MINNESOTA	55446

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Buller	Richard	E.
Street Address 1	Street Address 2
16305 36th Avenue North	Suite 100
City	State/Province/Country	ZIP/PostalCode
Minneapolis	MINNESOTA	55446

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Murphy	Polly	A.
Street Address 1	Street Address 2
16305 36th Avenue North	Suite 100
City	State/Province/Country	ZIP/PostalCode
Minneapolis	MINNESOTA	55446

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	X Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
X	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

	New Notice			Date of First Sale	2021-04-08				First Sale Yet to Occur
X	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
LCT Capital, LLC	000154233
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
LCT Capital, LLC	000154233
Street Address 1	Street Address 2
80 Pascal Lane
City	State/Province/Country	ZIP/Postal Code
Austin	TEXAS	78746
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
CALIFORNIA NEW YORK OKLAHOMA PENNSYLVANIA TEXAS UTAH

13. Offering and Sales Amounts

Total Offering Amount	$352,700,000	USD	or Indefinite
Total Amount Sold	$130,000,000	USD
Total Remaining to be Sold	$222,700,000	USD	or Indefinite

Clarification of Response (if Necessary):

Incl. common stock that may be issued upon lender's election to convert certain principal amts, and outstanding warrants to purchase common stock issued in connection with the offering. The conversion may not occur and the warrants may never be exercised.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

2

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$4,335,000	USD	X Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Assumes entire offering is sold, but does not include reasonable out-of-pocket expenses in an amount yet to be determined.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Celcuity Inc.	/s/ Brian F. Sullivan	Brian F. Sullivan	Chief Executive Officer	2025-09-23

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What is the total size of Celcuity Inc.'s offering (CELC)?

The Form D reports a total offering amount of $352,700,000.

How much has Celcuity (CELC) sold so far in this offering?

The filing shows $130,000,000 has been sold with $222,700,000 remaining.

What types of securities are included in the Celcuity offering?

The offering includes debt, options/warrants, and securities that could be issued upon exercise or conversion.

How many investors have participated in Celcuity's offering?

The Form D reports a total of 2 investors have invested to date.

What sales commissions has Celcuity disclosed for the offering?

Sales commissions are estimated at $4,335,000 (estimate assuming entire offering is sold).

Is the offering limited to a single year?

The issuer indicates the offering is intended to last more than one year.