Celcuity Inc. Files 8-K on Material Agreements & Equity Sales
Ticker: CELC · Form: 8-K · Filed: Sep 10, 2025 · CIK: 1603454
Sentiment: neutral
Topics: material-agreement, financial-obligation, equity-sale
TL;DR
Celcuity filed an 8-K detailing new deals and stock sales - watch closely.
AI Summary
Celcuity Inc. filed an 8-K on September 10, 2025, reporting on several key events that occurred on September 9, 2025. These include entering into a material definitive agreement, creating a direct financial obligation, and the unregistered sale of equity securities. The filing also includes Regulation FD disclosures and financial statements/exhibits.
Why It Matters
This filing indicates significant corporate actions by Celcuity Inc., including new financial obligations and equity transactions, which could impact its financial structure and shareholder base.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.
Key Players & Entities
- Celcuity Inc. (company) — Registrant
- September 9, 2025 (date) — Date of earliest event reported
- September 10, 2025 (date) — Date of report
FAQ
What type of material definitive agreement did Celcuity Inc. enter into?
The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in the excerpt.
What is the nature of the direct financial obligation created by Celcuity Inc.?
The filing states that a direct financial obligation was created, but the specific terms and amount of the obligation are not detailed in the provided text.
Were there any unregistered sales of equity securities by Celcuity Inc.?
Yes, the filing explicitly mentions the 'Unregistered Sales of Equity Securities' as an item of information.
What is the primary business of Celcuity Inc.?
Celcuity Inc. is in the 'SERVICES-MEDICAL LABORATORIES' sector, with SIC code 8071.
When was Celcuity Inc. incorporated and in which state?
Celcuity Inc. was incorporated in Delaware.
Filing Stats: 1,285 words · 5 min read · ~4 pages · Grade level 12.4 · Accepted 2025-09-10 07:58:20
Key Financial Figures
- $0.001 — nge on which registered Common Stock, $0.001 par value per share CELC The Nasdaq
- $30.0 million — e for the immediate disbursement of the $30.0 million Term D Loan (as defined in the Amended
- $50.0 million — in the Amended A&R Loan Agreement) from $50.0 million to up to $100.0 million, which Term E L
- $100.0 m — Agreement) from $50.0 million to up to $100.0 million, which Term E Loan may only be dr
- $40.0 million — 6 inhibitor therapy; (iv) add three new $40.0 million Term F Loans (as defined in the Amended
- $45.0 million — venue thresholds; (v) replace the prior $45.0 million Term F Loan (as defined in the A&R Loan
- $150.0 million — d in the A&R Loan Agreement) with a new $150.0 million Term G Loan (as defined in the Amended
- $50,000 — Company to the Lenders in the amount of $50,000, which was paid at the closing of the T
Filing Documents
- form8-k.htm (8-K) — 48KB
- ex4-1.htm (EX-4.1) — 97KB
- ex10-1.htm (EX-10.1) — 567KB
- ex99-1.htm (EX-99.1) — 18KB
- 0001641172-25-027025.txt ( ) — 1013KB
- celc-20250909.xsd (EX-101.SCH) — 3KB
- celc-20250909_lab.xml (EX-101.LAB) — 33KB
- celc-20250909_pre.xml (EX-101.PRE) — 22KB
- form8-k_htm.xml (XML) — 4KB
01
Item 1.01 Entry into a Material Definitive Agreement. On September 9, 2025, Celcuity Inc. (the "Company") entered into the Third Amendment to Amended and Restated Loan and Security Agreement (the "Third Amendment" and the existing Amended and Restated Loan and Security Agreement, the "A&R Loan Agreement") with Oxford Finance LLC, a Delaware limited liability company ("Oxford"), as collateral agent and a lender, Innovatus Life Sciences Lending Fund I, LP, a Delaware limited partnership ("Innovatus"), as a lender, and the other lenders party thereto (together with Oxford and Innovatus, the "Lenders"), pursuant to which the A&R Loan Agreement was amended to (i) replace Innovatus with Oxford as collateral agent; (ii) recognize the achievement of the Term D Milestone (as defined in the A&R Loan Agreement, as amended by the Third Amendment (the "Amended A&R Loan Agreement")) and provide for the immediate disbursement of the $30.0 million Term D Loan (as defined in the Amended A&R Loan Agreement); (iii) increase the size of the Term E Loan (as defined in the Amended A&R Loan Agreement) from $50.0 million to up to $100.0 million, which Term E Loan may only be drawn upon U.S. Food and Drug Administration approval of gedatolisib in second line wild-type advanced breast cancer patients post CDK4/6 inhibitor therapy; (iv) add three new $40.0 million Term F Loans (as defined in the Amended A&R Loan Agreement), which may only be drawn upon achievement of certain trailing three months' product revenue thresholds; (v) replace the prior $45.0 million Term F Loan (as defined in the A&R Loan Agreement) with a new $150.0 million Term G Loan (as defined in the Amended A&R Loan Agreement), which continues to be available only in the Lenders' sole discretion upon the Company's request; (vi) require an amendment fee payable by the Company to the Lenders in the amount of $50,000, which was paid at the closing of the Third Amendment; (vii) make certain revisions to the non-utilization fee
03
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 regarding the Amended A&R Loan Agreement is incorporated herein by reference.
02
Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 regarding the Warrants is incorporated herein by reference. The issuance of the Warrants and the shares of the Company's common stock upon the exercise of the Warrants will be made in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D thereunder.
01
Item 7.01 Regulation FD Disclosure. On September 9, 2025, the Company issued a press release regarding the Third Amendment. A copy of the Company's press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. The information in this Item 7.01, including the accompanying exhibit, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by referenced into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits 4.1 Form of Warrant to Purchase Stock issued in connection with the Third Amendment to Amended and Restated Loan and Security Agreement, dated September 9, 2025 10.1* Third Amendment to Amended and Restated Loan and Security Agreement, dated September 9, 2025, by and among the Company, Oxford Finance LLC, as collateral agent, the Lenders named therein and Innovatus Life Sciences Lending Fund I, LP 99.1 Press release dated September 9, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain information has been excluded from this exhibit because it both (i) is not material and (ii) is the type that the registrant treats as private or confidential.
SIGNATURES
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 10, 2025 CELCUITY INC. By: /s/ Brian F. Sullivan Brian F. Sullivan Chief Executive Officer