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 12, 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.) |
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 12, 2022, Celcuity Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (the “Stockholders”) approved a 500,000 share increase in the number of shares authorized under the Amended and Restated 2017 Stock Incentive Plan (the “A&R 2017 Plan”).
A description of the material terms of the A&R 2017 Plan is set forth in the Company’s definitive proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on April 11, 2022.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
At the Annual Meeting:
| 1. | Stockholders<br> elected six nominees to the Company’s Board of Directors to hold office until the next annual meeting or until their successors<br> are 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<br> ending December 31, 2022; |
| 3. | Stockholders<br> approved, on a non-binding and advisory basis, the compensation of the Company’s named executive officers; and |
| 4. | Stockholders<br> approved a 500,000 share increase in the number of shares authorized under the A&R 2017 Plan. |
| 5. | Stockholders<br> approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s<br> Common Stock from 25,000,000 shares to 30,000,000 shares. |
The voting results for each such matter were as follows:
| 1. | Election<br> of directors: | ||
|---|---|---|---|
| Nominee: | For: | Withheld: | Broker<br> Non-Votes: |
| --- | --- | --- | --- |
| Richard<br> E. Buller | 7,882,178 | 1,930,859 | 2,751,184 |
| David<br> F. Dalvey | 9,307,016 | 506,021 | 2,751,184 |
| Leo<br> T. Furcht | 8,015,287 | 1,797,750 | 2,751,184 |
| Lance<br> G. Laing | 9,652,196 | 160,841 | 2,751,184 |
| Richard<br> J. Nigon | 8,277,653 | 1,535,384 | 2,751,184 |
| Brian<br> F. Sullivan | 9,784,660 | 28,377 | 2,751,184 |
| 2. | Ratification<br> of the appointment of Boulay PLLP as the Company’s independent registered public accounting firm for the fiscal year ending<br> December 31, 2022: | ||
| --- | --- | ||
| For: | Against: | Abstain: | Broker<br> Non-Votes: |
| --- | --- | --- | --- |
| 12,544,204 | 19,882 | 135 | 0 |
| 3. | Approval,<br> on a non-binding and advisory basis, of the Company’s named executive officer compensation: | ||
| --- | --- | ||
| For: | Against: | Abstain: | Broker<br> Non-Votes: |
| --- | --- | --- | --- |
| 9,792,104 | 14,723 | 6,210 | 2,751,184 |
| 4. | Approval<br> of the 500,000 share increase in the number of shares authorized under the A&R 2017 Plan: | ||
|---|---|---|---|
| For: | Against: | Abstain: | Broker<br> Non-Votes: |
| --- | --- | --- | --- |
| 6,467,646 | 3,342,714 | 2,677 | 2,751,184 |
| 5. | Approval<br> of an amendment to the Company’s Certificate of Incorporation to increase the authorized number of shares of the Company’s<br> Common Stock from 25,000,000 shares to 30,000,000 shares. | ||
|---|---|---|---|
| For: | Against: | Abstain: | Broker<br> Non-Votes: |
| --- | --- | --- | --- |
| 9,773,956 | 35,417 | 3,664 | 2,751,184 |
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 16, 2022
| CELCUITY INC.<br><br><br><br>**** | |
|---|---|
| By: | /s/ Brian F. Sullivan |
| Brian<br> F. Sullivan | |
| Chief<br> Executive Officer |