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): May 9, 2024
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On May 9, 2024, Celcuity Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (the “Stockholders”) approved an amendment to the Company’s Amended and Restated 2017 Stock Incentive Plan (the “2017 Plan”) to increase by 1,500,000 the number of shares allocated for issuances under the 2017 Plan, with a corresponding 1,500,000 share increase to the number of shares that may be issued under the 2017 Plan pursuant to the exercise of incentive stock options. The Stockholders also approved an amendment to the 2017 Plan to increase by 250,000 the number of incentive award shares that may be granted in any calendar year to any one eligible recipient (collectively, the “Plan Amendments”).
The Company’s Board of Directors approved the Plan Amendments subject to Stockholder approval at the Annual Meeting. The Plan Amendments became effective at the time of Stockholder approval.
A copy of the Plan Amendments is attached to this Current Report as Exhibit 10.1 and is incorporated herein by reference. The material terms of the 2017 Plan, as so amended, are set forth in the Company’s definitive proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on March 28, 2024.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
At the Annual Meeting:
| 1. | Stockholders<br> elected seven nominees to the Company’s Board of Directors to hold office until the next annual meeting and until their successors<br> are duly elected and qualified; |
|---|---|
| 2. | Stockholders<br> ratified the appointment of Boulay PLLP as the Company’s independent registered public accounting firm for the fiscal year ending<br> December 31, 2024; |
| 3. | Stockholders<br> approved, on a non-binding and advisory basis, the compensation of the Company’s named executive officers; |
| 4. | Stockholders<br> recommended, on a non-binding and advisory basis, a one-year frequency of votes on named executive officer compensation; |
| 5. | Stockholders<br> approved a 1,500,000 share increase in the number of shares authorized under the 2017 Plan; and |
| 6. | Stockholders<br> approved a 250,000 share increase to the number of incentive award shares that may be granted in any calendar year to any one eligible<br> recipient under the 2017 Plan. |
The voting results for each such matter were as follows:
| 1. | Election<br> of directors: | |||||
|---|---|---|---|---|---|---|
| Nominee: | For: | Withheld: | Broker Non-Votes: | |||
| --- | --- | --- | --- | --- | --- | --- |
| Richard E. Buller | 18,499,799 | 628,738 | 3,786,336 | |||
| David F. Dalvey | 17,711,698 | 1,416,839 | 3,786,336 | |||
| Leo T. Furcht | 14,308,641 | 4,819,896 | 3,786,336 | |||
| Lance G. Laing | 18,746,791 | 381,746 | 3,786,336 | |||
| Polly A. Murphy | 18,570,800 | 557,737 | 3,786,336 | |||
| Richard J. Nigon | 19,040,525 | 88,012 | 3,786,336 | |||
| Brian F. Sullivan | 19,036,375 | 92,162 | 3,786,336 | |||
| 2. | Ratification<br> of the appointment of Boulay PLLP as the Company’s independent registered public accounting<br> firm for the fiscal year ending December 31, 2024: | |||||
| --- | --- | |||||
| For: | Against: | Abstain: | Broker Non-Votes: | |||
| --- | --- | --- | --- | |||
| 22,913,010 | 1,149 | 714 | 0 | |||
| 3. | Approval,<br> on a non-binding and advisory basis, of the Company’s named executive officer compensation: | |||||
| --- | --- | |||||
| For: | Against: | Abstain: | Broker Non-Votes: | |||
| --- | --- | --- | --- | |||
| 18,099,226 | 1,026,500 | 2,811 | 3,786,336 |
| 4. | Recommendation,<br> on a non-binding and advisory basis, of a one-year frequency of votes on named executive<br> officer compensation. | |||
|---|---|---|---|---|
| 1 year | 2 years | 3 years | Abstain | Broker Non-Votes: |
| --- | --- | --- | --- | --- |
| 18,867,130 | 244,059 | 15,194 | 2,154 | 3,786,336 |
In light of stockholder approval at the Annual Meeting to hold an advisory vote on the compensation of the Company’s named executive officers every year, the Company’s Board of Directors has determined to hold an advisory vote on the compensation of the Company’s named executive officers every year, until the next advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers or until the Board of Directors otherwise determines that a different frequency for such advisory vote would be in the best interests of the Company’s stockholders.
| 5. | Approval<br> of the 1,500,000 share increase in the number of shares authorized under the 2017 Plan: | ||
|---|---|---|---|
| For: | Against: | Abstain: | Broker Non-Votes: |
| --- | --- | --- | --- |
| 13,776,340 | 5,331,818 | 20,379 | 3,786,336 |
| 6. | Approval<br> of the 250,000 share increase to the number of incentive award shares that may be granted<br> in any calendar year to any one eligible recipient under the 2017 Plan. | ||
| --- | --- | ||
| For: | Against: | Abstain: | Broker Non-Votes: |
| --- | --- | --- | --- |
| 17,179,798 | 1,946,356 | 2,383 | 3,786,336 |
| Item 9.01 | Financial<br>Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| 10.1 | Amendment to the Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan. |
| --- | --- |
| 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: May 13, 2024
| CELCUITY INC. | |
|---|---|
| By: | /s/ Brian F. Sullivan |
| Brian<br> F. Sullivan | |
| Chief<br> Executive Officer |
Exhibit10.1
AMENDMENTTO THE
CELCUITYINC. AMENDED AND RESTATED
2017STOCK INCENTIVE PLAN
May 9, 2024
AMENDMENTS:
Amendment. Section 4.1 of the Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan is hereby amended in its entirety to read as follows:
“4.1. Plan Reserve. Subject to adjustment as provided in Section 4.4 of the Plan, an aggregate of Five Million Five Hundred Seventy-Six Thousand Four Hundred Sixty (5,576,460) Shares are reserved for issuance under the Plan. On January 1 of each year commencing in 2025 and ending on (and including) January 1, 2027, an additional number of Shares shall become available for issuance under the Plan equal to the lesser of: (i) one percent (1%) of the number of Shares issued and outstanding as of the immediately preceding December 31, and (ii) another amount determined by the Board. Notwithstanding the foregoing, the number of Shares available under the Plan to be issued as Incentive Stock Options shall not exceed Four Million Seven Hundred Fifty Thousand (4,750,000) Shares, subject to adjustment as provided in the Plan and Section 422 or 424 of the Code or any successor provisions.”
2. Amendment. Section 4.3 of the Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan is hereby amended in its entirety to read as follows:
“4.3. Incentive Award Limitations Under the Plan. Notwithstanding any provision in the Plan to the contrary, the number of Shares subject to an Incentive Award or Awards granted under the Plan in any calendar year to any one Eligible Recipient shall not, in the aggregate, be more than 500,000 Shares. Such annual Incentive Award limitations shall be subject to adjustment as provided in Section 4.4 of the Plan. For purposes of applying such annual Incentive Award limitations to Incentive Awards denominated in a form other than Shares, the number of Shares subject to such Incentive Award shall be determined by dividing the maximum amount payable under such Incentive Award by the Fair Market Value of a Share at the date of grant.
3. Effective Date. The foregoing amendment shall be effective as of May 9, 2024.