Welcome to our dedicated page for Celcuity SEC filings (Ticker: CELC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Celcuity Inc. (NASDAQ: CELC) SEC filings page provides access to the company’s official regulatory disclosures as a clinical-stage biotechnology company developing targeted therapies for oncology. Through these documents, investors can review how Celcuity reports its progress with gedatolisib, a multi-target PI3K/AKT/mTOR (PAM) inhibitor being evaluated in multiple solid tumor indications, including HR+/HER2- advanced breast cancer and metastatic castration resistant prostate cancer.
Celcuity’s recent Form 8-K filings highlight material clinical and regulatory events, such as detailed results from the Phase 3 VIKTORIA-1 trial in HR+/HER2-/PIK3CA wild-type advanced breast cancer, updates on the fully enrolled PIK3CA mutant cohort, and clinical data from early phase studies of gedatolisib in combination with darolutamide. Other 8-Ks describe the submission of a New Drug Application (NDA) to the U.S. FDA for gedatolisib in HR+/HER2-/PIK3CA wild-type advanced breast cancer under the Real-Time Oncology Review program, as well as quarterly financial results and corporate updates.
Filings also detail financing and capital structure transactions, including public offerings of common stock and pre-funded warrants, issuance of 2.750% Convertible Senior Notes due 2031, and amendments to Celcuity’s senior secured term loan facility with lenders such as Oxford Finance LLC and Innovatus Life Sciences Lending Fund I, LP. These documents describe new term loan tranches, warrant issuances, and conditions tied to regulatory milestones and product revenue thresholds.
On Stock Titan, users can track Celcuity’s SEC filings as they are posted to EDGAR and use AI-powered summaries to quickly interpret key points from lengthy reports. This includes understanding the implications of 8-K event disclosures, financial condition updates, loan agreement amendments, and equity or debt offerings related to the company’s efforts to advance and potentially commercialize gedatolisib.
Celcuity Inc. has expanded its Board of Directors from seven to eight members and appointed Charles (Chip) R. Romp as a new independent director, effective immediately, to serve through the 2026 Annual Meeting of Stockholders and until his successor is elected or he departs earlier.
Romp will be compensated under Celcuity’s standard non-employee director program, including a $50,000 annual cash retainer and an annual equity award valued at $100,000. Upon joining, he received a pro-rated grant of 215 restricted shares that vest at the earlier of the 2026 Annual Meeting or April 30, 2026.
Romp is currently CEO of Secura Bio and brings over 25 years of oncology-focused pharmaceutical experience, including senior commercial roles at Seagen and Genentech. Celcuity highlights his expertise as it advances its lead candidate gedatolisib through multiple Phase 3 and Phase 1/2 trials in breast and prostate cancer.
Celcuity Inc. director David F. Dalvey reported an indirect sale of company stock through Brightstone Venture Capital Fund, LP. On January 27, 2026, Brightstone sold 20,000 shares of Celcuity common stock at a weighted average price of $120.0269 per share. The transaction was executed under a pre-established Rule 10b5-1 trading plan adopted by Brightstone on August 19, 2025. Following this sale, Dalvey is reported as indirectly beneficially owning 90,000 Celcuity shares through Brightstone, where he serves as General Partner.
Celcuity Inc. shareholder plans to sell additional stock under Rule 144. A holder associated with David Dalvey and Brightstone Venture Capital Fund LP has filed to sell 20,000 shares of Celcuity common stock through RBC Capital Markets on or about 01/27/2026, with an aggregate market value of $2,400,538.00 and 46,271,259 shares of Celcuity common stock stated as outstanding. The shares to be sold were originally acquired as an investment from the issuer on 02/28/2014, paid for by check.
Over the prior three months, the same selling party reported selling 15,000 Celcuity securities on 11/21/2025 for gross proceeds of $1,500,016.00. The planned sale is to be executed on the Nasdaq exchange, and the filer represents that they are not aware of undisclosed material adverse information about Celcuity’s current or prospective operations.
Growth Equity Opportunities 18 VGE, LLC and related New Enterprise Associates funds and managers filed Amendment No. 3 to their Schedule 13D for Celcuity Inc. common stock. They report beneficial ownership of 2,910,561 shares, representing 6.3% of Celcuity’s common stock, based on 46,271,259 shares outstanding as of November 6, 2025 as reported in the company’s Form 10-Q. The filing explains that GEO holds the shares of record and that the NEA entities and individual managers may be deemed beneficial owners through their control roles, while each disclaims beneficial ownership beyond shares held of record.
On January 14, 2026, GEO distributed 625,000 shares to NEA 18 VGE, which then distributed them pro rata to its partners for no consideration, and NEA Partners 18 VGE briefly held and redistributed 9,375 shares. A portion of these were indirectly received by entities associated with certain managers and sold on January 15, 2026 as detailed in Schedule A. The filing also notes that on October 6, 2025, GEO exercised 139,130 warrants for 1,391,300 preferred warrant shares, which were immediately converted into common stock, and that GEO no longer holds any warrants or preferred warrant shares.
Celcuity Inc. director Richard Nigon reported a transfer of common stock under a Form 4 filing. On 12/15/2025, he reported a transaction coded "G," indicating a gift or similar transfer, involving 19,975 shares of Celcuity common stock at a reported price of $0 per share. After this transaction, he reported beneficial ownership of 89,035 shares of common stock held directly.
Celcuity Inc. has filed an automatic shelf registration statement, including a sales agreement prospectus to offer up to $400,000,000 of its common stock from time to time through an at-the-market program with Jefferies. The shelf also registers an indeterminate amount of common stock, preferred stock, warrants, debt securities and units, which may be issued in multiple offerings using various distribution methods.
Celcuity is a clinical-stage biotechnology company developing targeted therapies for solid tumors, led by gedatolisib, a PI3K/AKT/mTOR pathway inhibitor in multiple Phase 3 and earlier-stage trials for breast, prostate and endometrial cancers. As a smaller reporting company, it uses scaled disclosure and plans to use any net proceeds primarily for working capital and general corporate purposes, including clinical and commercial activities for gedatolisib.
Celcuity Inc. director Richard E. Buller, through a family trust, exercised stock options and sold company shares on December 5, 2025. The trust acquired 3,000 shares of common stock by exercising stock options at an exercise price of $5.5 per share, then sold 1,490 shares at a weighted average price of $105.3398 and 1,510 shares at a weighted average price of $106.0353.
After these transactions, the trust beneficially owns 6,760 shares of Celcuity common stock and 1,555 stock options, all reported as indirectly owned by Buller. He and his spouse are the trustees and beneficiaries of the trust, so these holdings are attributed to him as a director of Celcuity.
Celcuity Inc. (CELC) director reports Rule 10b5-1 stock sale. A reporting person serving as General Partner of Brightstone Venture Capital Fund, LP reported the sale of 15,000 shares of Celcuity common stock on 11/21/2025. The transaction was coded as an open-market sale and was executed under a pre-arranged Rule 10b5-1 trading plan adopted on August 19, 2025.
The weighted average sale price was reported as $100.0011 per share, with individual trades occurring between $100.00 and $100.03. Following this transaction, 110,000 shares of Celcuity common stock are reported as beneficially owned indirectly through Brightstone Venture Capital Fund, LP.
Celcuity Inc. (CELC) director Richard E. Buller reported several insider transactions involving shares held through a trust. On 11/19/2025, the trust disposed of 500 shares of common stock in a transaction coded "G" at a reported price of $0, leaving 7,260 shares held indirectly by the trust. On 11/20/2025, the trust exercised a stock option for 3,900 shares at an exercise price of $14.83 per share, increasing indirect holdings to 11,160 shares. That same day, the trust sold 3,900 shares of common stock at a weighted average price of $96.732 per share in multiple trades, bringing indirect trust holdings back to 7,260 shares. Following these transactions, Buller also reported direct ownership of 1,029 shares of common stock and indirect ownership of 2,622 stock options through the trust, which are fully vested.
Celcuity Inc. (CELC) reported that it has submitted a New Drug Application to the U.S. Food and Drug Administration for gedatolisib as a treatment for hormone receptor positive, HER2-negative, PIK3CA wild-type advanced breast cancer. This step means the company is formally asking the FDA to review gedatolisib for potential approval in this breast cancer setting. The submission focuses on patients whose tumors are HR+/HER2- and PIK3CA wild-type, a defined subset of advanced breast cancer. Celcuity disclosed this news through a press release that is furnished as an exhibit to the report.