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): September 1, 2022

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.)

16305

36th 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. ☒

Item 5.07	Submission of Matters to a Vote of Security Holders.

On September 1, 2022, Celcuity Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”), at which the following proposals were submitted to the Company’s stockholders:

1.	Approval<br> of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s<br> Common Stock from 30,000,000 shares to 65,000,000 shares; and
2.	Approval<br> of an adjournment of the Special Meeting to a later date and time, if necessary, to permit further solicitation and vote of proxies<br> if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes in favor of Proposal 1.

The Company’s stockholders approved the proposal to amend the Company’s Certificate of Incorporation to increase the authorized number of shares of the Company’s Common Stock from 30,000,000 shares to 65,000,000 shares. Voting results were as follows:

For:	Against:	Abstain:
11,636,957	173,221	2,305

Since there were sufficient votes at the time of the Special Meeting to approve the amendment to the Company’s Certificate of Incorporation, the proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies was not called for at the Special Meeting.

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: September 1, 2022

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