8-K
Celcuity Inc. (CELC)
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): July 28, 2025
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 100Minneapolis, 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 1.01 | Entry into a Material Definitive Agreement. |
|---|
On July 28, 2025, Celcuity Inc. (the “Company”) entered into the Second Amendment to Amended and Restated Loan and Security Agreement (the “Second Amendment” and the existing Amended and Restated Loan Agreement, the “A&R Loan Agreement”) with Innovatus Life Sciences Lending Fund I, LP, a Delaware limited partnership (“Innovatus”), as collateral agent and a lender, Oxford Finance LLC, a Delaware limited liability company (“Oxford”), as a lender, and the other lenders party thereto, pursuant to which the A&R Loan Agreement was amended to (i) subject to certain terms and conditions, permit the issuance of the Notes (as defined below) and certain transactions in connection therewith, including the conversion thereof settled solely in common stock (together with cash in lieu of the issuance of any fractional share of common stock), (ii) permit the capped call transactions the Company expects to enter in connection with the pricing of the Notes, (iii) require an amendment fee payable by the Company to Oxford in the amount of $25,000, which was paid at the closing of the Second Amendment, and (iv) extend to May 9, 2026 the expiration date of Innovatus’ right to convert up to 20% of the outstanding principal of the Term A Loan (as defined in the A&R Loan Agreement) into shares of the Company’s common stock at a price per share of $10.00.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 8.01 | Other Events. |
|---|
PressRelease
On July 28, 2025, the Company issued a press release announcing that it had launched a proposed concurrent offering (the “Offering”) to issue and sell (i) $150.0 million aggregate principal amount of Convertible Senior Notes due 2031 (the “Notes”) and (ii) $75.0 million of shares of the Company’s common stock. A copy of this press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
TermD Loan
Following the Company’s prior announcement of topline results from its PIK3CA wild-type cohort of Phase 3 VIKTORIA-1 clinical trial, the Company believes that it has achieved the Term D Milestone (as defined in the A&R Loan Agreement) and therefore is eligible to incur an additional $30.0 million of indebtedness under the Term D Loan (as defined in the A&R Loan Agreement). The Company intends to draw down such $30.0 million in late August 2025 prior to the expiration of the Term D Draw Period (as defined in the A&R Loan Agreement) on August 31, 2025.
PreliminaryFinancial Results as of June 30, 2025
The Company’s cash, cash equivalents and short-term investments are expected to be approximately $168.4 million as of June 30, 2025, as compared to $283.1 million as of June 30, 2024. The preceding preliminary financial information has been prepared by the Company’s management and should not be viewed as a substitute for full financial statements prepared in accordance with GAAP. The Company’s independent registered public accounting firm has not audited, reviewed or performed any procedures with respect to this preliminary financial data or the accounting treatment thereof and does not express an opinion or any other form of assurance with respect thereto. The Company expects to complete its interim financial statements as of and for the three months and six months ended June 30, 2025 subsequent to the completion of the Offering. While the Company is currently unaware of any items that would require it to make adjustments to the preceding financial information, it is possible that the Company or its independent registered public accounting firm may identify such items in the process of completing the Company’s interim financial statements. Accordingly, undue reliance should not be placed on this preliminary financial information. This preliminary financial information is not necessarily indicative of any future period.
Forward-LookingStatements
This report contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 including statements relating to the proposed Offering, achievement of the Term D Milestone, our intent to incur an additional $30.0 million of indebtedness under the Term D Loan prior to the expiration of the Term D Draw Period, and our expectations regarding the completion of our financial statements as of and for the three months and six months ended June 30, 2025. Words such as, but not limited to, “look forward to,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “confidence,” “encouraged,” “potential,” “plan,” “targets,” “likely,” “may,” “will,” “would,” “should” and “could,” and similar expressions or words identify forward-looking statements. The forward-looking statements included in this report are based on management’s current expectations and beliefs which are subject to a number of risks, uncertainties and factors, including that our Offering may be delayed or terminated prior to completion, we may fail to draw the Term D Loan on or before the expiration of the Term D Draw Period, and we or our independent registered public accounting firm may identify unexpected adjustments that would change the preliminary financial information disclosure herein. In addition, all forward-looking statements are subject to other risks detailed in our Annual Report on Form 10-K for the year ended December 31, 2024, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, as such risks may be updated in our subsequent filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by these cautionary statements, and we undertake no obligation to revise or update this report to reflect events or circumstances after the date hereof.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| 10.1 | Second Amendment to Amended and Restated Loan and Security Agreement, dated May 13, 2025, by and among the Company, Innovatus Life Sciences Lending Fund I, LP, as collateral agent, the Lenders named therein and Oxford Finance LLC |
| --- | --- |
| 99.1 | Press release dated July 28, 2025 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 29, 2025
| CELCUITY INC. | |
|---|---|
| By: | /s/ Brian F. Sullivan |
| Brian<br> F. Sullivan | |
| Chief<br> Executive Officer |
Exhibit 10.1
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
July28, 2025
THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of the date first written above among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership (“Innovatus”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise party thereto from time to time (each a “Lender” and collectively, the “Lenders”), including but not limited to Innovatus, in its capacity as a Lender, and OXFORD FINANCE LLC, a Delaware limited liability company (“Oxford”), and CELCUITY INC., a Delaware corporation (“Borrower”).
A. Collateral Agent, Borrower and Lenders have entered into that certain Amended and Restated Loan and Security Agreement dated as of May 30, 2024, as amended by that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of May 13, 2025 (as further amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) pursuant to which Lenders have provided to Borrower certain loans in accordance with the terms and conditions thereof;
B. Borrower has requested that Collateral Agent and Required Lenders modify certain provisions of the Loan Agreement; and
C. Collateral Agent and Required Lenders have agreed to amend certain provisions of the Loan Agreement, subject to, and in accordance with, the terms and conditions set forth herein, and in reliance upon the representations and warranties set forth herein.
Agreement
NOW, THEREFORE, in consideration of the promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower, Collateral Agent and Required Lenders hereby agree as follows:
1.Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.
Amendments to Loan Agreement.
2.1Section 1.1 (Accounting and Other Terms). Section 1.1 of the Loan Agreement is hereby amended by inserting the following sentence to the end of such section: “For the avoidance of doubt, and without limitation of the foregoing, Permitted Convertible Indebtedness shall at all times be valued at the full stated principal amount thereof.”
2.2Section 2.4 (Second Amendment Fee). Subsection 2.4(f) of the Loan Agreement is hereby amended by deleting the “and” at the end of such subsection and Subsection 2.4(g) of the Loan Agreement is hereby amended by deleting “(the “First AmendmentFee”)” from the second line and replacing the period at the end of such subsection with “; and”. Section 2.4 of the Loan Agreement is hereby amended by adding a new Subsection 2.4(h) to the end of such section as follows:
“(h) Second Amendment Fee. A fully earned, non-refundable amendment fee in an aggregate amount of Twenty-Five Thousand Dollars ($25,000.00) to be paid to Oxford (notwithstanding the Section 2.4 lead-in regarding fees to be paid to Collateral Agent) and due and payable on the Second Amendment Effective Date.”
2.3Section 2.7 (Conversion to Equity). The first paragraph of Section 2.7 of the Loan Agreement is hereby amended and restated as follows:
“2.7Conversion to Equity. Innovatus shall have the right at its election, but not the obligation, until May 9, 2026, to convert up to twenty percent (20.00%) of the outstanding principal amount of the Term A Loan into shares of Common Stock of Borrower at a price per share of Ten Dollars ($10.00), which price shall be subject to appropriate adjustment for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after August 9, 2022. Such shares shall be referred to herein as “BorrowerEquity”.”
2.4Section 7.2 (Changes in Business, Management, Ownership or Business Locations). Section 7.2(c)(ii) of the Loan Agreement is hereby amended and restated as follows:
“or (ii) enter into any transaction or series of related transactions (A) in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than 50% of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions, (B) in which Borrower ceases to own 100% of the ownership interests of a Subsidiary of Borrower (except pursuant to any Transfer permitted by Section 7.1 or liquidation or dissolution permitted by clause (b) of this Section 7.2, or (C) that is a change of control or other fundamental change (howsoever defined) under the indenture and any other agreement governing any Permitted Convertible Indebtedness.”
2.5Section 7.7 (Restricted Payments). Section 7.7 of the Loan Agreement is hereby amended by inserting the following sentence to the end of such section: “Notwithstanding the foregoing, and for the avoidance of doubt, this Section 7.7 shall not prohibit (a) conversions of Permitted Convertible Indebtedness so long as such conversions are settled solely in stock (together with cash in lieu of the issuance of any fractional share of stock) and required cash payments of interest on a non-accelerated basis with respect to any Permitted Convertible Indebtedness, in each case, in accordance with the terms of the indenture and any other agreement governing such Permitted Convertible Indebtedness or (b) any Permitted Capped Call Transaction.”
2.6Section 7.14 (Permitted Convertible Indebtedness). The Loan Agreement is hereby amended by inserting the following new Section 7.14:
“7.14Permitted Convertible Indebtedness. Until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash and the Lenders’ obligation to extend Term Loans has terminated, (a) exercise any redemption right with respect to any Permitted Convertible Indebtedness unless any conversions of Permitted Convertible Indebtedness in connection with such redemption are settled solely in stock (together with cash in lieu of the issuance of any fractional shares of stock), or (b) make any cash payment with respect to any Permitted Convertible Indebtedness with the exception of (i) semi-annual interest payments of up to four and one half of one percent (4.5%) per annum and (ii) cash in lieu of the issuance of any fractional shares of stock in connection with any permitted conversions or redemptions of Permitted Convertible Indebtedness.”
2.7Section 8.6 (Events of Default – Other Agreements). Section 8.6 of the Loan Agreement is hereby amended and restated as follows:
“8.6Other Agreements. There is (a) a default in any agreement to which Borrower or any of its Subsidiaries is a party with a third party or parties resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) or that could reasonably be expected to have a Material Adverse Change; (b) a default under a Material Agreement that permits the counterparty thereto to accelerate the payments owed thereunder; or (c) an “Event of Default” (as defined in any indenture or other agreement governing any Permitted Convertible Indebtedness) resulting in a right to accelerate such Indebtedness.”
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2.8Section 10 (Notices). The notice address for DLA Piper LLP (US) and for counsel to Borrower in Section 10 of the Loan Agreement is hereby amended and restated as follows:
DLA Piper LLP (US)
4365 Executive Drive, Suite 1800
San Diego, CA 92121
Attn: Matt Schwartz
Fax: (858) 638-5134
Email: matt.schwartz@us.dlapiper.com
and
DLA Piper LLP (US)
500 8^th^ Street, NW
Washington, DC 20004
Attn: Eric Eisenberg
Fax: (202) 799-5211
Email: eric.eisenberg@us.dlapiper.com
Counsel for Borrower:
Faegre Drinker Biddle & Reath LLP
90 South Seventh Street, Suite 2200
Minneapolis, MN 55402
Attn: Nicole Leimer
Fax: (612) 766-1600
Email: Nicole.leimer@faegredrinker.com
2.9Section 13 (Definitions). The following defined terms in Section 13 of the Loan Agreement are hereby amended and restated as follows:
“PermittedIndebtedness” is:
(a) Borrower’s Indebtedness to the Lenders and Collateral Agent under this Agreement and the other Loan Documents;
(b) Indebtedness existing on the Effective Date and disclosed on the Perfection Certificate(s);
(c) Subordinated Debt;
(d) unsecured Indebtedness to trade creditors and Indebtedness in connection with credit cards incurred in the ordinary course of business;
(e) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or construction of fixed or capital assets of such Person, provided that (i) the aggregate outstanding principal amount of all such Indebtedness does not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) at any time and (ii) the principal amount of such Indebtedness does not exceed the cost of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made);
(f) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of Borrower’s business;
(g) extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (e) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose materially more burdensome terms upon Borrower, or its Subsidiary, as the case may be;
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(h) Indebtedness consisting of letters of credit, provided that the aggregate outstanding principal amount of all such Indebtedness does not exceed Two Hundred and Fifty Thousand Dollars ($250,000.00) at any time;
(i) Indebtedness owed to current and former directors, officers and employees pursuant to deferred compensation, severance and retirement plans and similar obligations in the ordinary course of business; provided, however, the aggregate amount of such Indebtedness shall not exceed Five Hundred Thousand Dollars ($500,000.00) at any time;
(j) Indebtedness constituting Permitted Investments described in clause (i) of the definition of Permitted Investments; and
(k) Permitted Convertible Indebtedness.
“PermittedInvestments” are:
(a) Investments disclosed on the Perfection Certificate(s) and existing on the Effective Date;
(b) Investments consisting of cash and Cash Equivalents, and (ii) any Investments permitted by Borrower’s investment policy, as amended from time to time, provided that such investment policy (and any such amendment thereto) has been approved in writing by Collateral Agent;
(c) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of Borrower;
(d) Investments consisting of Deposit Accounts in which Collateral Agent has a perfected security interest;
(e) Investments in connection with Transfers permitted by Section 7.1;
(f) Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrower’s board of directors, not to exceed One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate for (i) and (ii) in any fiscal year;
(g) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business;
(h) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business; provided that this paragraph (h) shall not apply to Investments of Borrower in any Subsidiary;
(i) Investments in Subsidiaries, not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) per fiscal year;
(j) non-cash Investments in joint ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the non-exclusive licensing of technology, the development of technology or the providing of technical support; and
(k) Investments in any Permitted Capped Cap Transactions.
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“SubordinatedIndebtedness” is indebtedness incurred by Borrower or any of its Subsidiaries subordinated to all Indebtedness of Borrower and/or its Subsidiaries to the Lenders (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Collateral Agent and the Lenders entered into between Collateral Agent, Borrower, and/or any of its Subsidiaries, and the other creditor), on terms acceptable to Collateral Agent and the Lenders. For the avoidance of doubt, any Permitted Convertible Indebtedness shall not constitute Subordinated Debt.
2.10Section 13 (Definitions). The following defined terms are hereby added to Section 13 of the Loan Agreement in appropriate alphabetical order:
“PermittedCapped Call Transactions” means any call or capped call option transactions (or substantially equivalent derivative transactions) pursuant to which Borrower acquires options requiring the counterparty thereto to deliver to Borrower Common Stock of Borrower, the cash value of such Common Stock or a combination thereof, in each case, from time to time, upon settlement, exercise or early termination of such options, in each case, by Borrower in connection with any issuance of the Permitted Convertible Indebtedness (including, without limitation, the exercise of any over-allotment or initial purchaser’s or underwriter’s option); provided that (i) the terms, conditions and covenants of such options (or substantially equivalent derivative transactions) are customary for agreements of such type as determined by Collateral Agent and Borrower in good faith, and (ii) the aggregate purchase price for such options (or substantially equivalent derivative transactions) does not exceed fifteen percent (15.0%) of the aggregate principal amount of the related Permitted Convertible Indebtedness at the time of such purchase.
“PermittedConvertible Indebtedness” means convertible unsecured notes issued by Borrower, that are convertible into a fixed number of shares (subject to customary anti-dilution adjustments, “make-whole” increases and the other customary changes thereto) of Common Stock, cash or any combination thereof and cash in lieu of fractional shares of Common Stock; provided that the Indebtedness thereunder must satisfy each of the following conditions (and any agreements providing for such Indebtedness may only be amended, restated, supplemented or modified from time to time if each of the following conditions (i), (ii) and (v) through (viii) remains satisfied): (i) both immediately prior to and after giving effect (including pro forma effect) thereto, no Default or Event of Default shall exist or result therefrom, (ii) such Indebtedness has a stated maturity that is at least one hundred eighty (180) days after the Maturity Date and prior to that date, does not provide for or require any cash payments of principal or any other payments until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash and the Lenders’ obligation to extend Term Loans has terminated, with the exception of (A) semi-annual interest payments of up to four and one half of one percent (4.5%) per annum, (B) obligations to settle conversions, (C) redemption rights, (D) customary repayment obligations upon any acceleration related to any “Event of Default” (as defined in the indenture or other agreement governing any such convertible unsecured notes) and (E) the offer to repurchase the notes upon the occurrence of a “fundamental change”; provided, however, that Borrower’s ability to make cash payments in respect of clauses (A) through (E) are subject to the other terms of this Agreement, including Section 7.14, (iii) the Market Capitalization of Borrower as of the close of the regular trading session on the date of the public launch (but not pricing) of such Indebtedness is not less than Seven Hundred Million Dollars ($700,000,000.00), (iv) the aggregate principal amount of such Indebtedness (on a proforma basis) does not exceed twenty percent (20.0%) of the Market Capitalization of Borrower as of the close of the regular trading session on the date of the public launch (but not pricing) of such Indebtedness, (v) such Indebtedness is in an aggregate principal amount of not more than Two Hundred Fifty Million Dollars ($250,000,000.00), (vi) such Indebtedness shall be unsecured at all times, (vii) the terms, conditions and covenants of such Indebtedness must be customary for convertible Indebtedness as of such time, including with respect to the applicable interest rate, and (viii) such Indebtedness is not guaranteed by any Subsidiary of Borrower unless the Obligations are guaranteed by such Subsidiary.
“SecondAmendment Effective Date” is July 28, 2025.
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3.Limitation of Amendment.
3.1The amendments set forth in Section 2 above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right, remedy or obligation which Collateral Agent or any Lender may now have or may have in the future under or in connection with any Loan Document, as amended hereby.
3.2This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents are hereby ratified and confirmed and shall remain in full force and effect.
**4.**Representations and Warranties. To induce Collateral Agent and Required Lenders to enter into this Amendment, Borrower hereby represents and warrants to Collateral Agent and Required Lenders as follows:
4.1Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects as of such date) and (b) no Event of Default has occurred and is continuing;
4.2Borrower has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;
4.3The Operating Documents of Borrower delivered to Collateral Agent on the Effective Date, and updated pursuant to subsequent deliveries by or on behalf of Borrower to Collateral Agent, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;
4.4The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not contravene (i) any material law or regulation binding on or affecting Borrower, (ii) any material contractual restriction with a Person binding on Borrower, (iii) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (iv) the Operating Documents of Borrower;
4.5The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and
4.6This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.
Loan Document. Borrower, Collateral Agent and Lenders agree that this Amendment shall be a Loan Document. Except as expressly set forth herein, the Loan Agreement and the other Loan Documents shall continue in full force and effect without alteration or amendment. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements.
6. Release by Borrower.
6.1FOR GOOD AND VALUABLE CONSIDERATION, Borrower hereby forever relieves, releases, and discharges Collateral Agent and each Lender and their respective present or former employees, officers, directors, agents, representatives, attorneys, and each of them, from any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs and expenses, actions and causes of action, of every type, kind, nature, description or character whatsoever, whether known or unknown, suspected or unsuspected, absolute or contingent, arising out of or in any manner whatsoever connected with or related to facts, circumstances, issues, controversies or claims existing or arising from the beginning of time through and including the date of execution of this Amendment solely to the extent such claims arise out of or are in any manner whatsoever connected with or related to the Loan Documents, the Recitals hereto, any instruments, agreements or documents executed in connection with any of the foregoing or the origination, negotiation, administration, servicing and/or enforcement of any of the foregoing (collectively “Released Claims”).
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6.2By entering into this release, Borrower recognizes that no facts or representations are ever absolutely certain and it may hereafter discover facts in addition to or different from those which it presently knows or believes to be true, but that it is the intention of Borrower hereby to fully, finally and forever settle and release all matters, disputes and differences, known or unknown, suspected or unsuspected in relation to the Released Claims; accordingly, if Borrower should subsequently discover that any fact that it relied upon in entering into this release was untrue, or that any understanding of the facts was incorrect, Borrower shall not be entitled to set aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Borrower acknowledges that it is not relying upon and has not relied upon any representation or statement made by Collateral Agent or Lenders with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights.
6.3This release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Borrower acknowledges that the release contained herein constitutes a material inducement to Collateral Agent and the Lenders to enter into this Amendment, and that Collateral Agent and the Lenders would not have done so but for Collateral Agent’s and the Lenders’ expectation that such release is valid and enforceable in all events.
7. Effectiveness. This Amendment shall be deemed effective as of the date hereof upon Collateral Agent and the Lenders’ receipt of each of the following, in form and substance acceptable to Collateral Agent and the Lenders: (a) a duly executed copy of this Amendment; (b) Borrower’s payment to Oxford of the amendment fee in the amount of Twenty-Five Thousand Dollars ($25,000.00) that is referenced in Section 2.4(h) of the Loan Agreement (as amended by this Amendment) and (c) Borrower’s payment to Collateral Agent of all Lenders’ Expenses incurred through the date of this Amendment.
8. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery by electronic transmission (e.g. “.pdf”) of an executed counterpart of this Amendment shall be effective as a manually executed counterpart signature thereof.
9. Governing Law. This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of New York.
[Balanceof Page Intentionally Left Blank]
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INWITNESS WHEREOF, the parties hereto have caused this Second Amendment to Amended and Restated Loan and Security Agreement to be duly executed and delivered as of the date first set forth above.
| BORROWER: | |
|---|---|
| CELCUITY INC. | |
| By | /s/ Brian F. Sullivan |
| Name: | Brian<br> F. Sullivan |
| Title: | Chief<br> Executive Officer |
{signaturepages continue}
[SignaturePage to Second Amendment to A&R Loan and Security Agreement]
| COLLATERAL AGENT: | |
|---|---|
| INNOVATUS LIFE SCIENCES LENDING FUND I, LP | |
| By: | /s/ Andrew Dym |
| Name: | Andrew<br> Dym |
| Its: | Authorized<br> Signatory |
| LENDERS: | |
| --- | --- |
| INNOVATUS LIFE SCIENCES LENDING FUND I, LP | |
| By: | /s/ Andrew Dym |
| Name: | Andrew<br> Dym |
| Its: | Authorized<br> Signatory |
| OXFORD FINANCE LLC | |
| --- | --- |
| By: | /s/ Colette H. Featherly |
| Name: | Colette<br> H. Featherly |
| Its: | Executive<br> Vice President |
OXFORDFINANCE FUNDING III, LLC,
OXFORDFINANCE FUNDING TRUST 2023-1,
OXFORDFINANCE FUNDING XIII, LLC,
OXFORDFINANCE FUNDING IX, LLC
| By: | Oxford<br> Finance LLC, as servicer |
|---|---|
| /s/ Colette H. Featherly | |
| Name: | Colette<br> H. Featherly |
| Its: | Executive<br> Vice President |
| OXFORD FINANCE CREDIT FUND FUNDING TRUST II | |
| --- | --- |
| By: | Oxford<br> Finance Credit Fund II LP, as servicer |
| By: | Oxford<br> Finance Advisors, LLC, as manager |
| /s/ Colette H. Featherly | |
| Name: | Colette<br> H. Featherly |
| Its: | Executive<br> Vice President |
| OXFORD FINANCE CREDIT FUND FUNDING III, LP | |
| --- | --- |
| By: | Oxford<br> Finance Credit Fund III LP, as collateral manager |
| By: | Oxford<br> Finance Advisors, LLC, as manager |
| /s/ Colette H. Featherly | |
| Name: | Colette<br> H. Featherly |
| Its: | Executive<br> Vice President |
[SignaturePage to Second Amendment to A&R Loan and Security Agreement]
Exhibit99.1
CelcuityInc. Announces Concurrent Public Offerings ofConvertible Senior Notes Due 2031 and Common Stock
MINNEAPOLIS,July 28, 2025 – Celcuity Inc. (Nasdaq: CELC) (the “Company”), a clinical-stage biotechnology company pursuing development of targeted therapies for oncology, today announced proposed underwritten public offerings of $150,000,000 aggregate principal amount of its convertible senior notes due 2031 (the “Convertible Notes” and such offering, the “Convertible Notes Offering”) and $75,000,000 of shares of its common stock (the “Common Stock” and, such offering, the “Common Stock Offering”).
The Company intends to grant the underwriters of the offerings a 30-day option to purchase up to an additional $22,500,000 aggregate principal amount of Convertible Notes, solely to cover over-allotments, if any, in the Convertible Notes Offering, and a 30-day option to purchase up to an additional $11,250,000 of shares of Common Stock in the Common Stock Offering.
The Convertible Notes will be general, unsecured, senior obligations of the Company and interest will be payable semi-annually in arrears. The Convertible Notes will mature on August 1, 2031, unless earlier converted, redeemed or repurchased by the Company. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at its election. The interest rate, conversion rate, offering price and other terms are to be determined upon the pricing of the Convertible Notes.
The Company intends to use the net proceeds from the Convertible Notes Offering and the Common Stock Offering (i) to pay the cost of the capped call transactions described below, and (ii) the remainder for working capital and general corporate purposes, which may include clinical trial expenditures, commercial launch expenditures, research and development expenditures, capital expenditures, expansion of business development activities and other general corporate purposes.
The closing of neither the Convertible Notes Offering nor the Common Stock Offering is conditioned upon the closing of the other offering. The offerings are subject to market and other conditions, and there can be no assurance as to whether or when the offerings may be completed, or as to the actual size or terms of the offerings.
In connection with the pricing of the Convertible Notes, the Company expects to enter into capped call transactions (the “capped call transactions”) with one or more of the underwriters of the Convertible Notes or affiliates thereof and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to customary adjustments, the number of shares of the Common Stock initially underlying the notes. The capped call transactions are expected generally to reduce the potential dilution to the shares of the Common Stock upon any conversion of the Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap. If the underwriters exercise their over-allotment option, the Company expects to use a portion of the net proceeds from the sale of the additional Convertible Notes, to enter into additional capped call transactions with the option counterparties.
In connection with establishing their initial hedges of the capped call transactions, the Company expects the option counterparties and/or their respective affiliates will enter into various derivative transactions with respect to the Common Stock and/or purchase shares of the Common Stock concurrently with or shortly after the pricing of the Convertible Notes, including with, or from, as the case may be, certain investors in the Convertible Notes. This activity could increase (or reduce the size of any decrease in) the market price of the Common Stock or the Convertible Notes at that time.
In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Common Stock and/or by purchasing or selling the Common Stock or other securities of the Company in secondary market transactions following the pricing of the Convertible Notes and prior to the maturity of the Convertible Notes (and are likely to do so during the 50 trading day period beginning on the 51st scheduled trading day prior to the maturity date of the Convertible Notes, or, to the extent the Company exercises the relevant election under the capped call transactions, following any repurchase, redemption or conversion of the Convertible Notes). This activity could also cause or avoid an increase or a decrease in the market price of the Common Stock or the Convertible Notes, which could affect the holder’s ability to convert the Convertible Notes and, to the extent the activity occurs during any observation period related to a conversion of the Convertible Notes, could affect the number of shares, if any, and value of the consideration that the holder will receive upon conversion of the Convertible Notes.
Jefferies, TD Cowen and Leerink Partners are acting as joint book-running managers for the Convertible Notes Offering and the Common Stock Offering. LifeSci Capital is acting as lead manager for the Convertible Notes Offering and passive bookrunner for the Common Stock Offering.
The Company has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) as well as preliminary prospectus supplements with respect to each of the offerings to which this communication relates. Before you invest, you should read the applicable preliminary prospectus supplement and the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and these offerings. You may obtain these documents by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the applicable offering will arrange to send you the applicable preliminary prospectus supplement (or, when available, the applicable final prospectus supplement) and the accompanying prospectus upon request to: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, or by telephone at (877) 821-7388, or by email at Prospectus Department@Jefferies.com; TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, by telephone at (855) 495-9846 or by email at TD.ECM_Prospectus@tdsecurities; or Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105 or by email at syndicate@leerink.com.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the shares of Common Stock, the Convertible Notes, any shares of Common Stock issuable upon conversion of the Convertible Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction.
ABOUTCELCUITY
Celcuity is a clinical-stage biotechnology company pursuing development of targeted therapies for treatment of multiple solid tumor indications. The company’s lead therapeutic candidate is gedatolisib, a potent, pan-PI3K and mTORC1/2 inhibitor that comprehensively blockades the PI3K/AKT/mTOR (“PAM”) pathway. Its mechanism of action and pharmacokinetic properties are differentiated from other currently approved and investigational therapies that target PI3Kα, AKT, or mTORC1 alone or together. A Phase 3 clinical trial, VIKTORIA-1, evaluating gedatolisib in combination with fulvestrant with or without palbociclib in patients with HR+/HER2- advanced breast cancer is currently enrolling patients. A Phase 1/2 clinical trial, CELC-G-201, evaluating gedatolisib in combination with darolutamide in patients with metastatic castration resistant prostate cancer, is ongoing. A Phase 3 clinical trial, VIKTORIA-2, evaluating gedatolisib plus a CDK4/6 inhibitor and fulvestrant as first-line treatment for patients with HR+/HER2- advanced breast cancer is currently enrolling patients. Celcuity is headquartered in Minneapolis.
FORWARD-LOOKINGSTATEMENTS
This press release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 including statements relating to the Convertible Notes Offering and the capped call transactions, the Common Stock Offering, our ability to complete such offerings on the anticipated timeline or at all and the anticipated use of the net proceeds therefrom, together with other statements that are not historical facts, are forward-looking statements that are estimates reflecting management’s best judgment based upon currently available information. Words such as, but not limited to, “look forward to,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “confidence,” “encouraged,” “potential,” “plan,” “targets,” “likely,” “may,” “will,” “would,” “should” and “could,” and similar expressions or words identify forward-looking statements. The forward-looking statements included in this press release are based on management’s current expectations and beliefs which are subject to a number of risks, uncertainties and factors, including our limited operating history; our potential inability to develop, validate and commercialize gedatolisib on a timely basis or at all; the uncertainties and costs associated with clinical studies and with developing and commercializing biopharmaceuticals; the complexity and difficulty of demonstrating the safety and sufficient magnitude of benefit to support regulatory approval of gedatolisib and other products we may develop; challenges we may face in developing and maintaining relationships with pharmaceutical company partners; the uncertainty and costs associated with clinical trials; the uncertainty regarding market acceptance by physicians, patients, third-party payors and others in the medical community, and with the size of market opportunities available to us; difficulties we may face in managing growth, such as hiring and retaining a qualified sales force and attracting and retaining key personnel; changes in government regulations; tightening credit markets and limitations on access to capital; stock market volatility or other factors that may affect our ability to access capital on favorable terms or at all; and obtaining and maintaining intellectual property protection for our technology and time and expense associated with defending third-party claims of intellectual property infringement, investigations or litigation threatened or initiated against us. In addition, all forward-looking statements are subject to other risks detailed in our Annual Report on Form 10-K for the year ended December 31, 2024, and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, as such risks may be updated in our subsequent filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by these cautionary statements, and we undertake no obligation to revise or update this press release to reflect events or circumstances after the date hereof.
CONTACTS:
Celcuity Inc.
Brian Sullivan, bsullivan@celcuity.com
Vicky Hahne, vhahne@celcuity.com
(763) 392-0123
ICR Healthcare
Patti Bank, patti.bank@icrhealthcare.com
(415) 513-1284