0001603454
false
0001603454
2021-02-22
2021-02-22
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
Date of Report (Date of earliest event reported): February 22,
2021
Celcuity Inc.
(Exact name of Registrant as Specified in its Charter)
Delaware
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001-38207
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82-2863566
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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16305 36th Avenue North; Suite 100
Minneapolis, Minnesota 55446
(Address of Principal Executive Offices and Zip Code)
(763) 392-0767
(Registrant’s telephone number, including area
code)
Not Applicable
(Former Name 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
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐ Pre-commencement
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
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
Stock, $0.001 par value per share
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CELC
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The
Nasdaq Stock Market LLC
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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 February 23, 2021, Celcuity
Inc. (the “Company”),
entered into a Purchase Agreement (the “Purchase
Agreement”) with
Craig-Hallum Capital Group LLC, as underwriter ( the
“Underwriter”),
relating to the issuance and sale of 1,714,000 shares of the
Company’s common stock, par value $0.001 per share, at a
price to the public of $14.00 per share. In addition, under the
terms of the Purchase Agreement, the Company granted the
Underwriter an option, exercisable for 30 days, to purchase up to
an additional 257,100 shares of common stock on the same terms. The
offering is expected to close on February 26, 2021, subject to
customary closing conditions.
The net proceeds to the Company from this offering will be
approximately $22.4 million after deducting underwriting discounts
and other offering expenses payable by the Company. The Company
intends to use the net proceeds from this offering for working
capital and general corporate purposes, which may include capital
expenditures, research and development expenditures, clinical trial
expenditures, expansion of business development activities and
other general corporate purposes.
The Purchase Agreement contains customary representations,
warranties, covenants and agreements of the Company,
indemnification obligations of the Company and the Underwriter,
including liabilities under the Securities Act of 1933, as amended,
other obligations of the parties and termination provisions. The
representations, warranties and covenants contained in the Purchase
Agreement were made only for purposes of such agreement and as of
specific dates, were only for the benefit of the parties to such
agreement and may be subject to limitations agreed upon by the
contracting parties. The Purchase Agreement is filed as Exhibit 1.1
hereto and the description of the terms of the Purchase Agreement
is qualified in its entirety by reference to such
exhibit.
The offering was made pursuant to an effective registration
statement on Form S-3 (Reg. No. 333-227466), previously filed with
the Securities and Exchange Commission, and the related prospectus
supplement thereunder.
A copy of the opinion of Fredrikson and Byron, P.A. relating to the
legality of the issuance and sale of the shares in the offering is
attached as Exhibit 5.1 hereto.
Item 1.02
Termination of a Material Definitive Agreement.
On
February 23, 2021, in connection with the offering, the Company
notified B. Riley Securities, Inc. (f/k/a B. Riley FBR, Inc.) of
its election to voluntarily terminate that certain At Market
Issuance Sales Agreement, dated June 5, 2020, between the Company
and B. Riley FBR, Inc. (the “Sales Agreement”).
Pursuant to such notice, the Sales Agreement will terminate
effective as of February 28, 2021.
Under the Sales Agreement, the Company was entitled to offer and
sell, from time to time through B. Riley FBR, Inc., up to $10
million of shares of its common stock, par value $0.001 per share,
in an “at the market offering”. Prior to termination of
the Sales Agreement, the Company had offered and sold an aggregate
of 20,807 shares of common stock pursuant to the Sales Agreement,
which resulted in aggregate gross proceeds of $221,657 to the
Company.
On February 22, 2021, the Company issued a press release announcing
that the Company had commenced the offering. On February 24, 2021,
the Company issued a press release announcing the pricing of the
offering. The press releases are attached as Exhibits 99.1 and 99.2
hereto, respectively, and are incorporated herein by
reference.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits
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Purchase
Agreement, dated February 23,
2021, between Celcuity Inc. and Craig-Hallum Capital Group
LLC
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Opinion
of Fredrikson & Byron, P.A.
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Consent
of Fredrikson & Byron P.A. (included in Exhibit
5.1).
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Press
Release dated February 22,
2021.
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99.2
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Press
Release dated February 24,
2021.
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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:
February 24, 2021
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CELCUITY
INC.
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By:
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/s/ Brian F.
Sullivan
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Brian
F. Sullivan
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Chief
Executive Officer
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