8-K - CELC - Equibles

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

Dateof Report (Date of earliest event reported): December 1, 2023

CelcuityInc.

(Exactname of Registrant as Specified in its Charter)

Delaware	001-38207	82-2863566
(State or Other Jurisdiction<br><br> <br>of Incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)

1630536th Avenue North; Suite 100

Minneapolis,Minnesota 55446

(Addressof Principal Executive Offices and Zip Code)

(763)392-0767

(Registrant’stelephone number, including area code)

NotApplicable

(FormerName 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock, $0.001 par value per share	CELC	The<br> 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. ☐

Item8.01 Other Events.

As previously reported, on February 4, 2022, Celcuity Inc., a Delaware corporation (the “Company”), entered into an Open Market Sale Agreement with Jefferies LLC (“Jefferies”), as agent, pursuant to which the Company may offer and sell, from time to time, through Jefferies, shares of its common stock having an aggregate offering price of up to $50,000,000 (the “Open Market Sale Agreement”). Pursuant to the Open Market Sale Agreement, on December 1, 2023, the Company sold 1,034,500 shares of common stock in a single transaction at a price of $14.50 per share, generating gross proceeds of $15 million, before deducting sales agent fees and expenses payable by the Company. Following this transaction, approximately $29.8 million of common stock remains available for sale under the Open Market Sale Agreement. As of December 5, 2023, after receipt of the gross proceeds of approximately $15 million, the Company’s cash, cash equivalents and short-term investments were approximately $185.3 million.

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: December 5, 2023

CELCUITY INC.
By:	/s/ Brian F. Sullivan
	Brian<br> F. Sullivan
	Chief<br> Executive Officer