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.
Celcuity Inc. filings document formal disclosures for a clinical-stage biotechnology company developing targeted oncology therapies. Recent 8-K reports cover gedatolisib and VIKTORIA-1 clinical-trial results in HR+/HER2- advanced breast cancer, FDA-related regulatory updates, financial results, Regulation FD materials, and amendments to a loan and security agreement.
Proxy materials describe annual meeting matters, director elections, auditor ratification, executive compensation votes, stock incentive plans, and employee stock purchase plan amendments. Governance filings also record board composition changes and director compensation arrangements.
Buller Richard E reported acquisition or exercise transactions in this Form 4 filing.
Celcuity Inc. director Richard E. Buller received a grant of 1,530 shares of Common Stock in the form of restricted stock units at no cash cost. These units will vest upon the earlier of the company’s 2027 annual meeting of stockholders or April 30, 2027.
Following this award, Buller directly holds 1,530 shares and also beneficially owns 7,789 shares of Common Stock indirectly through a trust for which he and his spouse serve as trustees and beneficiaries, according to the filing footnotes.
Celcuity Inc. completed an upsized convertible debt financing by issuing $575,000,000 aggregate principal amount of 0.250% Convertible Senior Notes due 2032, generating approximately $557.0 million in net proceeds. The company used part of this cash to voluntarily prepay and terminate its existing loan agreement, making a payoff of approximately $137.5 million including principal, interest, fees and expenses. The notes pay 0.250% interest semi-annually, mature on August 1, 2032, and are convertible at an initial rate of 8.0302 shares per $1,000 principal, implying an initial conversion price of about $124.53 per share. Celcuity may redeem the notes on or after August 6, 2029 if its stock price conditions are met, and holders have put rights upon certain fundamental changes. Remaining proceeds are earmarked for working capital, clinical and commercialization spending, and potential business or technology acquisitions.
Celcuity Inc. is offering $500,000,000 aggregate principal amount of 0.250% Convertible Senior Notes due 2032. The company expects net proceeds of approximately $484.3 million (before over-allotment) and intends to repay its term loans under the A&R Loan Agreement and use the remainder for working capital and general corporate purposes.
The notes carry an initial conversion rate of 8.0302 shares per $1,000 principal (initial conversion price of approximately $124.53 per share). Celcuity’s common stock closed at $88.95 on June 3, 2026. The offering settles on or about June 8, 2026 and includes a 30-day underwriter option for an additional $75,000,000.
Celcuity Inc. Chief Science Officer and director Lance G. Laing exercised stock options to acquire 1,000 shares of common stock at an exercise price of $9.89 per share. Following the transaction, he directly owns 1,251,000 common shares and continues to hold stock options that are fully vested.
Celcuity Inc. is offering $400,000,000 aggregate principal amount of % convertible senior notes due 2032 (up to $460,000,000 if underwriters exercise the over-allotment). The indenture will be unsecured, senior and will not contain meaningful financial covenants. Net proceeds are intended to repay the A&R Loan Agreement and for working capital and general corporate purposes.
The company reported Phase 3 VIKTORIA-1 PIK3CA MT results: median progression-free survival was 11.1 months versus 5.6 months (HR = 0.50; 95% CI: 0.37-0.68; p < 0.0001). Celcuity expects to submit a sNDA to the FDA in Q3 2026 and the FDA assigned a PDUFA goal date of July 17, 2026. As of March 31, 2026, cash and cash equivalents were $145.2 million and total long-term indebtedness was $339.1 million; after giving effect to this offering and the stated use of proceeds, long-term indebtedness would be $601.3 million.
Celcuity Inc. reported detailed Phase 3 VIKTORIA-1 results showing its investigational PAM pathway inhibitor gedatolisib improved outcomes for patients with HR+/HER2-, PIK3CA-mutant advanced breast cancer after CDK4/6 therapy. In the PIK3CA mutant cohort, the gedatolisib-triplet doubled the likelihood of remaining free from disease progression or death versus alpelisib plus fulvestrant, with median progression free survival of 11.1 months versus 5.6 months (hazard ratio 0.50; p<0.0001). Objective response rate was 48.9% versus 26.0%, and median duration of response 15.7 months versus 7.5 months. A gedatolisib-doublet also showed longer median progression free survival of 11.3 months with an objective response rate of 35.7% and 24.2‑month median duration of response. Gedatolisib regimens were generally well tolerated, with relatively low discontinuation rates and a safety profile that differed from alpelisib, including lower rates of hyperglycemia and rash but higher neutropenia with the triplet. Overall survival data are immature but trending positively. Celcuity plans to file a supplemental NDA based on these data and is preparing for a potential commercial launch in the third quarter of 2026, alongside an ongoing Priority Review NDA in the PIK3CA wild-type population with a PDUFA date of July 17, 2026.
Celcuity Inc. director Richard E. Buller reported two bona fide gifts of Common Stock. On May 19, 2026, he transferred 1,029 shares held indirectly through a trust and 1,029 shares held directly, for a total of 2,058 shares gifted with no sale proceeds.
Following these gifts, Buller reports 7,789 shares of Celcuity Common Stock held indirectly "By Trust" and no directly held shares. A footnote states that he and his spouse are trustees and beneficiaries of the trust and that he continues to beneficially own the securities held by it.
Celcuity Inc. expanded its Board of Directors from seven to eight members and appointed Charles (Chip) R. Romp as a new independent director, effective February 11, 2026. His term runs through the Company’s 2026 Annual Meeting of Stockholders and the election of his successor, or earlier departure.
On May 14, 2026, Mr. Romp was also appointed to the Board’s Compensation Committee and Nominating and Corporate Governance Committee. As a non-employee director, he is eligible for an annual cash retainer of $70,000 and an annual equity award with a fair market value of $135,000. Upon joining the Board, he received a pro-rated grant of 215 shares of restricted stock that vested in full on April 30, 2026.
The Board determined that Mr. Romp is an independent director under Nasdaq and SEC rules, and the Company states there are no related-party relationships or arrangements that must be disclosed for his appointment.
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.
Celcuity Inc. Schedule 13G shows RTW Investments, LP and Roderick Wong, M.D. reporting beneficial ownership of 3,039,621 shares, equal to 6.3% of the class. The filing states 48,336,675 shares outstanding as of March 17, 2026. The shares are held by the RTW Funds and reported with shared voting and dispositive power.