10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 _____________________________________________________

FORM 10-Q/A
Amendment No. 1

 _____________________________________________________

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

Commission File No. 001-38207

 ____________________________________________________

CELCUITY INC.

(Exact name of registrant as specified in its charter)

 ____________________________________________________

Delaware	No. 82-2863566
(State of incorporation)	(IRS Employer Identification No.)

16305 36th Avenue North; Suite 450

Minneapolis, Minnesota 55446

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (763) 392-0767

  ____________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES x  NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES x    NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	x
		Emerging growth company	x

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. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES ¨    NO  x

On November 6, 2017, there were 10,082,050 shares of the registrant’s common stock, $0.001 par value per share, issued and outstanding.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A amends the registrant’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2017 as filed with the Securities and Exchange Commission by the registrant on November 13, 2017. This Amendment is filed solely to include the XBRL Interactive Data File exhibits required by Item 601(b)(101) of Regulation S-K. No other items are being amended except as described in this Explanatory Note and this Amendment does not reflect any events occurring after the filing of the original Quarterly Report on Form 10-Q for the period ending September 30, 2017.

ITEM 6. Exhibits

31.1	Certification of Chairman and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chairman and Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculations Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase 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 thereunto duly authorized.

Dated: December 1, 2017		CELCUITY INC.
	By	/s/ Brian F. Sullivan
		Brian F. Sullivan
		Chairman and Chief Executive Officer
		(Principal Executive Officer)
	By	/s/ Vicky Hahne
		Vicky Hahne
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EX-31.1

Exhibit 31.1

CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian F. Sullivan, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Celcuity Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By	/s/ Brian F. Sullivan
	Brian F. Sullivan
	Chairman and Chief Executive Officer

Dated: December 1, 2017

EX-31.2

Exhibit 31.2

CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Vicky Hahne, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Celcuity Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By	/s/  Vicky Hahne
	Vicky Hahne
	Chief Financial Officer

Dated: December 1, 2017

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2017 (the “Report”) by Celcuity Inc. (“Registrant”), I, Brian F. Sullivan, the Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

By	/s/ Brian F. Sullivan
	Brian F. Sullivan
	Chairman and Chief Executive Officer

Dated: December 1, 2017

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2017 (the “Report”) by Celcuity Inc. (“Registrant”), I, Vicky Hahne, the Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

By	/s/  Vicky Hahne
	Vicky Hahne
	Chief Financial Officer

Dated: December 1, 2017

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 06, 2017
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3
Entity Registrant Name	Celcuity Inc.
Entity Central Index Key	0001603454
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	CELC
Entity Common Stock, Shares Outstanding		10,082,050

XML

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current Assets:
Cash and cash equivalents	$ 32,304,145	$ 5,856,348
Investments	245,000	0
Restricted cash	50,000	50,000
Deposits	27,726	5,717
Prepaid assets	247,429	0
Total current assets	32,874,300	5,912,065
Property and equipment, net	272,245	144,912
Total Assets	33,146,545	6,056,977
Current Liabilities:
Accounts payable	34,861	331,534
Accrued expenses	301,586	113,825
Total current liabilities	336,447	445,359
Total Liabilities	336,447	445,359
Commitments and contingencies
Stockholders' Equity:
Members' equity contributions: 0 and 6,440,105 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively	0	13,349,654
Preferred stock, $0.001 par value: 5,000,000 and 0 shares authorized as of September 30, 2017 and December 31, 2016, respectively; 0 shares issued and outstanding as of September 30, 2017 and December 31, 2016	0	0
Common stock, $0.001 par value: 45,000,000 and 0 shares authorized as of September 30, 2017 and December 31, 2016, respectively; 10,082,050 and 0 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively	10,082	0
Additional paid-in capital	33,083,055	593,365
Accumulated deficit	(283,039)	(8,331,401)
Total Stockholders' Equity	32,810,098	5,611,618
Total Liabilities and Stockholders' Equity	$ 33,146,545	$ 6,056,977

XML

CONDENSED BALANCE SHEETS [Parenthetical] - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Common Shares, Issued	0	6,440,105
Common Shares, Outstanding	0	6,440,105
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	5,000,000	0
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	45,000,000	0
Common Stock, Shares, Issued	10,082,050	0
Common Stock, Shares, Outstanding	10,082,050	0

XML

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Operating expenses:
Research and development	$ 1,364,728	$ 812,803	$ 3,577,357	$ 2,224,859
General and administrative	164,665	64,738	551,555	196,155
Total operating expenses	1,529,393	877,541	4,128,912	2,421,014
Loss from operations	(1,529,393)	(877,541)	(4,128,912)	(2,421,014)
Other income (expense)
Interest expense	(264,905)	0	(451,664)	0
Interest income	30,322	9,021	53,034	13,040
Other income (expense), net	(234,583)	9,021	(398,630)	13,040
Net loss before income taxes	(1,763,976)	(868,520)	(4,527,542)	(2,407,974)
Income tax benefit	0	0	0	0
Net loss	$ (1,763,976)	$ (868,520)	$ (4,527,542)	$ (2,407,974)
Net loss per share, basic and diluted	$ (0.26)	$ (0.13)	$ (0.69)	$ (0.38)
Weighted average common shares outstanding, basic and diluted	6,846,827	6,440,139	6,577,191	6,268,471

XML

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Total	Member Contributions [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]
Balance at Dec. 31, 2015	$ 5,016,421	$ 9,961,962	$ 0	$ 75,452	$ (5,020,993)
Balance (in shares) at Dec. 31, 2015		5,891,147	0
Member units issued, net	3,718,299	$ 3,387,692	$ 0	330,607	0
Member units issued, net (in shares)		548,958
Stock-based compensation	141,408	$ 0	0	141,408	0
Non-employee stock-based compensation	45,898	0	0	45,898	0
Net loss	(3,310,408)	0	0	0	(3,310,408)
Balance at Dec. 31, 2016	5,611,618	$ 13,349,654		593,365	(8,331,401)
Balance (in shares) at Dec. 31, 2016		6,440,105
Warrants issued - unsecured convertible promissory note holders	776,717	$ 0	0	776,717	0
Warrants issued - placement agent	286,999	0	0	286,999	0
Corporate conversion from Celcuity LLC to Celcuity Inc.	0	0	0	(12,575,904)	12,575,904
Corporate conversion to common stock	0	$ (13,349,654)	$ 6,440	13,343,214	0
Corporate conversion to common stock (in shares)		(6,440,105)	6,440,139
Common stock issued in initial public offering, net of underwriter commission of $1,835,400, initial public offering costs of $1,123,759 and underwriter warrant of $784,111	22,476,780	$ 0	$ 2,760	22,474,020	0
Common stock issued in initial public offering, net of underwriter commission of $1,835,400, initial public offering costs of $1,123,759 and underwriter warrant of $784,111 (in shares)		0	2,760,000
Warrant issued - underwriter	784,111	$ 0	$ 0	784,111	0
Conversion of unsecured convertible promissory note to common stock	6,840,318	$ 0	$ 882	6,839,436	0
Conversion of unsecured convertible promissory note to common stock (in shares)		0	881,911
Stock-based compensation	428,904	$ 0	$ 0	428,904	0
Non-employee stock-based compensation	132,193	0	0	132,193	0
Net loss	(4,527,542)	0	0		(4,527,542)
Balance at Sep. 30, 2017	$ 32,810,098	$ 0	$ 10,082	$ 33,083,055	$ (283,039)
Balance (in shares) at Sep. 30, 2017		0	10,082,050

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CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($)	1 Months Ended	9 Months Ended
	Sep. 22, 2017	Sep. 30, 2017
Adjustments to Additional Paid In Capital, Warrant Issued To Underwriter		$ 784,111
IPO [Member]
Adjustments To Additional Paid In Capital, Commission Of Underwriter	$ 1,835,400	1,835,400
Adjustments To Additional Paid In Capital, Initial Public Offering Costs	$ 1,123,759	$ 1,123,759

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CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net loss	$ (4,527,542)	$ (2,407,974)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation	76,163	54,230
Stock-based compensation	561,097	109,576
Non-cash interest expense	451,664	0
Changes in operating assets and liabilities:
Prepaid assets and deposits	(269,438)	0
Accounts payable	(300,792)	34,622
Accrued expenses	170,828	25,263
Net cash used in operating activities	(3,838,020)	(2,184,283)
Cash flows from investing activities:
Purchases of investments	(245,000)	0
Purchases of property and equipment	(203,496)	(30,774)
Net cash used in investing activities	(448,496)	(30,774)
Cash flows from financing activities:
Proceeds from sale of member units, net of issuance costs	0	3,718,300
Proceeds from sale of convertible promissory notes	7,493,330	0
Proceeds from initial public offering of common stock	24,109,650	0
Payments for debt issuance costs	(40,961)	0
Payments for initial public offering costs	(827,706)	0
Net cash provided by financing activities	30,734,313	3,718,300
Net change in cash and cash equivalents	26,447,797	1,503,243
Cash and cash equivalents:
Beginning of period	5,856,348	5,067,240
End of period	32,304,145	6,570,483
Non-cash financing activities:
Debt issuance costs netted against proceeds from sale of convertible promissory notes	844,170	0
Debt discount related to investor and agent warrants (Note 8)	1,063,715	0
Initial public offering costs included in accounts payable and accrued expenses	21,053	0
Underwriter’s reimbursable offering costs netted against initial public offering proceeds	$ 275,000	$ 0

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ORGANIZATION

9 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

1. ORGANIZATION

Nature of Business

Celcuity Inc., a Delaware corporation (the “Company”), is a cellular analysis company that is discovering new cancer sub-types and commercializing diagnostic tests designed to significantly improve the response rates of cancer patients treated with targeted therapies. The Company’s proprietary CELx diagnostic platform is currently the only commercially ready technology the Company is aware of that uses a patient’s living tumor cells to evaluate the functional status of the cell signaling pathways associated with cancer. The CELx platform identifies the abnormal signaling activity driving a patient’s cancer and quantifies how effectively a targeted therapy can treat it. This enables physicians to select the therapeutic that precisely matches and inhibits a patient’s cellular dysfunction, which significantly increases the likelihood of a positive clinical outcome. The Company’s first analytically validated and commercially ready CELx test diagnoses two new sub-types of HER2-negative breast cancer. In late-2017 and through 2018, the Company will be fielding a prospective clinical trial to evaluate the efficacy of HER2 targeted therapies in patients with these newly identified cancer sub-types. In addition to the CELx tests for HER2-negative breast cancer, the Company is developing CELx tests to diagnose 14 new potential cancer sub-types in breast, lung, colon, ovarian, kidney, bladder and hematological cancers. The Company expects to launch these additional tests on a staggered basis over the next few years. The Company was cofounded in 2012 by Brian Sullivan and Lance Laing and is based in Minnesota. The Company has not generated any revenues to date.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements include the accounts of the Company and have been prepared in accordance with Article 10 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, as permitted by Article 10, the unaudited financial statements do not include all of the information required by accounting principles generally accepted in the United States (“U.S. GAAP”). The Balance Sheet at December 31, 2016 was derived from the audited financial statements at that date and does not include all the disclosures required by U.S. GAAP. In the opinion of management, all adjustments which are of a normal recurring nature and necessary for a fair presentation have been reflected in the financial statements. These unaudited financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2016 and the related footnotes thereto included in the Company’s Prospectus filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, with the SEC on September 20, 2017. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period.

On September 15, 2017, in relation to preparing for its initial public offering (“IPO”), Celcuity LLC filed a certificate of conversion, whereby Celcuity LLC effected a corporate conversion from a Minnesota limited liability company to a Delaware corporation and changed its name to Celcuity Inc. Pursuant to the conversion, units of membership interest in the limited liability company were converted into shares of common stock of the corporation at a conversion ratio of 40 units for one share of common stock. As a result of the corporate conversion, accumulated deficit was reduced to zero on the date of the corporate conversion, and the corresponding amount was credited to additional paid-in capital. The corporate conversion was approved by members holding a majority of our outstanding units, and in connection with such conversion, the Company filed a certificate of incorporation and adopted bylaws. Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue up to 45,000,000 shares of common stock $0.001 par value per share and 5,000,000 shares of preferred stock $0.001 par value per share. The Company determined that the conversion is equivalent to a change in the Company’s capital structure. As such, all references in the unaudited interim condensed financial statements to the number of shares and per-share amounts of member units are now presented as common stock and have been retroactively restated to reflect this conversion.

On September 22, 2017, the Company completed its IPO whereby it sold 2,760,000 shares of common stock at a public offering price of $9.50 per share. The aggregate net proceeds received by the company from the offering were approximately $23.3 million, net of underwriting discounts and commissions of approximately $1.8 million and offering expenses of approximately $1.1 million. Upon the closing of the IPO, 10,082,050 shares of common stock were outstanding, which includes 881,911 shares of common stock as a result of the conversion of the Company’s Unsecured Convertible Promissory Notes (See Note 8). The shares began trading on September 20, 2017 on Nasdaq under the symbol “CELC.”

Accounting Estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the valuation of stock-based compensation and warrants issued to investors, a placement agent and an underwriter, and prepaid or accrued clinical trial costs.

Cash and Cash Equivalents

The Company maintains its accounts primarily at one financial institution. At times throughout the year the Company’s cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation. At September 30, 2017 and December 31, 2016, the Company had $32,179,734 and $5,842,193, respectively, in money market funds and U.S. Treasury Bills that are considered cash equivalents.

Investments

The Company maintains its investments in certificates of deposit at various financial institutions. To preserve the principal balance, each investment will not exceed amounts insured by the Federal Deposit Insurance Corporation. The certificates of deposit are accounted for at cost plus accrued interest. At September 30, 2017 and December 31, 2016, the Company had $245,000 and $0, respectively, of certificates of deposit.

Property and Equipment

Property and equipment are stated at cost. Depreciation is provided over estimated useful lives using the straight-line method. Maintenance and repairs are expensed as incurred; major improvements and betterments are capitalized.

Estimated useful lives of property and equipment are as follows for the major classes of assets:

	Estimated
Asset Description	Lives
Furniture and Equipment	4
Leasehold Improvements	2-3

Long-Lived Assets

Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third party independent appraisals, as considered necessary.

Fair Value of Financial Instruments

The Company’s accounting for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring or nonrecurring basis adheres to the Financial Accounting Standards Board (“FASB”) fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

· Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement date.

· Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

· Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The carrying values of cash equivalents, investments, restricted cash, accounts payable, accrued expenses and other financial working capital items approximate fair value at September 30, 2017 and December 31, 2016, due to the short maturity nature of these items.

Income Taxes

Following the conversion of Celcuity LLC to Celcuity Inc. on September 15, 2017, Celcuity Inc. will begin filing federal and state returns where required. No income tax benefit was recorded for the 15 days ended September 30, 2017 due to net losses and recognition of a valuation allowance.

 

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet basis differences. In accordance with ASC 740, “Income Taxes,” the Company recorded a valuation allowance to fully offset the net deferred tax asset, because it is more likely than not that the Company will not realize future benefits associated with these deferred tax assets at September 30, 2017.

Prior to the conversion, Celcuity was an LLC and therefore was a disregarded legal entity for income tax purposes. Accordingly, no provision for income taxes was recorded prior to the conversion.

For years before 2013, the Company is no longer subject to U.S. federal or state income tax examinations. The Company's policy is to recognize interest and penalties related to uncertain tax positions as a component of general and administrative expenses. As of September 30, 2017 and December 31, 2016, the Company did not have any significant uncertain tax positions.

Stock-Based Compensation

The Company’s stock-based compensation consists of common stock options issued to certain employees and nonemployees of the Company and the Company’s Employee Stock Purchase Plan. The Company recognizes compensation expense for employees based on an estimated grant date fair value using the Black-Scholes option-pricing method. The Company has elected to account for forfeitures as they occur.

 

The fair value of options granted to nonemployees is determined using the fair value of the service provided or the fair value of the option granted, whichever is more reliable. The fair value is measured at the value of the Company’s common shares at the earlier of the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. Awards granted to nonemployees are remeasured to fair value at each period end date until vested and expensed on a straight-line basis over the vesting period.

Research and Development

Research and development costs are expensed as incurred. Research and development costs amounted to $3,577,357 and $2,224,859 for the nine months ended September 30, 2017 and 2016, respectively, and $1,364,728 and $812,803 for the three months ended September 30, 2017 and 2016, respectively.

Clinical Trial Costs

The Company records prepaid assets or accrued expenses for prepaid or estimated clinical trial costs conducted by third-party service providers, which include the conduct of preclinical studies and clinical trials.  These costs are a significant component of the Company’s research and development expenses.  The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with its third-party service providers under the service agreements.  The Company makes significant judgments and estimates in determining the accrued liabilities balance in each reporting period.  As actual costs become known, the Company adjusts its prepaid assets or accrued expenses.  The Company has not experienced any material differences between accrued costs and actual costs incurred.  However, the status and timing of actual services performed, number of patients enrolled and the rate of patient enrollments may vary from the Company’s estimates, resulting in an adjustment to expense in future periods.  Changes in these estimates that result in material changes to the Company’s prepaid assets or accrued expenses could materially affect the Company’s results of operations.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which provides guidance for accounting for leases. The new guidance requires companies to recognize the assets and liabilities for the rights and obligations created by leased assets, initially measured at the present value of the lease payments. The accounting guidance for lessors is largely unchanged. The ASU is effective for annual and interim periods beginning after December 15, 2018 with early adoption permitted. It is to be adopted using a modified retrospective approach. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s financial statements.

In May 2014 and amended in August 2015, the FASB issued ASU No. 2014-09 which amended the Revenue from Contracts with Customers (Topic 606) of the Accounting Standards Codification. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. The ASU is effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s financial statements.

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NET LOSS PER COMMON SHARE

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

3. NET LOSS PER COMMON SHARE

Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding during the period. For all periods presented, the common shares underlying the options and warrants have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average shares outstanding used to calculate both basic and diluted loss per common shares are the same.

For the nine months ended September 30, 2017 and 2016, 66,637 and 65,453 options and 30,846 and 0 warrant share equivalents, respectively, have been excluded from the computations of diluted weighted-average shares outstanding.

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PROPERTY AND EQUIPMENT

9 Months Ended

Sep. 30, 2017

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

4. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at September 30, 2017 and December 31, 2016:

	September 30,		December 31,
	2017		2016
	(unaudited)
Leasehold improvements	$	22,307	$	22,307
Furniture and equipment		481,516		278,020
		503,823		300,327
Less: Accumulated depreciation		(231,578)		(155,415)
Totals	$	272,245	$	144,912

Depreciation expense was $76,163 and $54,230 for the nine months ended September 30, 2017 and 2016, respectively, and $30,714 and $18,746 for the three months ended September 30, 2017 and 2016.

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COMMITMENTS

9 Months Ended

Sep. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments Disclosure [Text Block]

5. COMMITMENTS

Lease Obligation

The Company leases its corporate space in Minneapolis, Minnesota. At September 30, 2017, the Company had the following minimum commitments for payment of rentals which at inception had a non-cancellable term of more than one year:

	Operating
	Lease
Remainder of 2017	$	13,189
2018		145,852
2019		188,850
2020		193,338
2021		64,941
Total	$	606,170

Annual rent expense for operating leases was $38,266 and $37,224 for the nine months ended September 30, 2017 and 2016, respectively, and $13,189 and $12,408 for the three months ended September 30, 2017 and 2016, respectively. In connection with the corporate lease, the Company is required to maintain a $50,000 standby letter of credit. The standby letter of credit expires on July 31, 2018.

In September 2017, the Company entered into a non-cancelable operating lease agreement for building space to accommodate expansion in research and development and general corporate office needs. The new lease commences and the Company will be moving to the facility in May 2018, in conjunction with the termination of the existing lease. The lease agreement extends through April 2021 and provides for monthly rent, real estate taxes and operating expenses.

Clinical Research Study

In May 2017, the Company entered into an agreement with a clinical research organization to conduct a clinical research study. The Company made a payment of $300,000 in June 2017 and is obligated to make payments of $50,000, $200,000, and $50,000 in 2017, 2018, and 2019, respectively. Additional payments will be due as patients are enrolled in the study. The maximum amount of these additional payments is estimated to be approximately $2,040,000 over the course of the agreement.

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STOCKHOLDERS’ EQUITY

9 Months Ended

Sep. 30, 2017

Equity [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

6. STOCKHOLDERS’ EQUITY

On September 15, 2017, in connection with its IPO, Celcuity LLC filed a certificate of conversion, whereby Celcuity LLC effected a corporate conversion from a Minnesota limited liability company to a Delaware corporation and changed its name to Celcuity Inc. Pursuant to the conversion, units of membership interest in the limited liability company were converted into shares of common stock of the corporation at a conversion ratio of 40 units for one share of common stock. The Company had 257,604,208 member units issued and outstanding as of September 15, 2017. After giving effect to the LLC Conversion, the number of common shares outstanding as of such date is 6,440,139. As a result of the corporate conversion, accumulated deficit was reduced to zero on the date of the corporate conversion, and the corresponding amount was credited to additional paid-in capital. The corporate conversion was approved by members holding a majority of our outstanding units, and in connection with such conversion, the Company filed a certificate of incorporation and adopted bylaws. Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue up to 45,000,000 shares of common stock $0.001 par value per share and 5,000,000 shares of preferred stock $0.001 par value per share. All references in the unaudited interim condensed financial statements to the number of shares and per-share amounts of common stock have been retroactively restated to reflect this conversion.

On September 22, 2017, the Company completed its IPO whereby it sold 2,760,000 shares of common stock at a public offering price of $9.50 per share. The aggregate net proceeds received by the company from the offering were approximately $23.3 million, net of underwriting commissions of approximately $1.8 million and offering expenses of approximately $1.1 million. Upon the closing of the IPO, 10,082,050 shares of common stock were outstanding, which includes 881,911 shares of common stock issued as a result of the conversion of the Company’s Convertible Notes (See Note 8). The shares began trading on September 20, 2017 on Nasdaq under the symbol “CELC.”

Warrants

In connection with the 2016 private placement unit offering, the Company issued ten-year warrants to the placement agent of the private placement. The warrants allow the agent to purchase up to 55,249 common shares at $7.56 per share. The warrants are immediately exercisable and expire on January 14, 2026 and May 2, 2026. These warrants are equity classified and the fair value of $330,607 is reflected as additional paid-in capital.

In connection with the private offering of convertible notes (Note 8), the Company issued ten-year warrants to purchase 48,615 common shares at a price of $8.42 per share to the placement agent. In addition, the Company granted the convertible notes investors the right to receive a seven-year warrant to purchase 131,675 common shares at an exercise price that is equal to the conversion price of the notes (Note 8). With the completion of the IPO on September 22, 2017, these warrants were issued.

In connection with the IPO, the Company issued a five-year warrant to the underwriter. The warrant allows the underwriter to purchase up to 138,000 common shares at $10.45 per share. This warrant is immediately exercisable and expires on September 19, 2022. This warrant is equity classified and the fair value is $784,111.

At September 30, 2017 and December 31, 2016, the Company had warrants to purchase 373,539 and 55,249 common shares outstanding, respectively, at a weighted average exercise price of $8.03 and $7.56, respectively.

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STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

7. STOCK-BASED COMPENSATION

 

2012 Equity Incentive Plan

The 2012 Equity Incentive Plan, as amended, was adopted by the Company’s board and approved by the members of the company on August 10, 2012. The Company reserved a maximum of 625,000 common shares available for issuance under the 2012 Equity Incentive Plan. The 2012 Equity Incentive Plan provides for share options, restricted share awards, performance share awards or share bonuses. The exercise price of each share option granted under our 2012 Equity Incentive Plan is not less than one hundred percent (100%) of the fair market value of one share on the date of grant. The maximum permitted term of options granted under our 2012 Equity Incentive Plan is ten years. The Company’s board has administered the plan and determined the provisions of incentive awards, including eligible recipients, number of shares subject to an incentive award, exercise price, vesting schedule, duration of an incentive award and other restrictions an incentive award may be subject to. The 2012 Equity Incentive Plan was fixed on September 6, 2017 and any new awards will be issued under the terms of the 2017 Stock Incentive Plan.

2017 Stock Incentive Plan

The 2017 Stock Incentive Plan, or the 2017 Plan, was adopted by the Company’s board on September 6, 2017 and became effective following the LLC conversion which took place on September 15, 2017. The Company reserved a maximum of 750,000 common shares available for issuance under the 2017 Plan. The number of shares reserved for issuance under the 2017 Plan will increase automatically on January 1, 2019 and each subsequent anniversary through January 1, 2027 by the number of shares equal to 1.0% of the aggregate number of outstanding shares of the Company’s common stock as of the immediately preceding December 31. However, the Company’s board may reduce the amount of the increase in any particular year. The maximum permitted term of options granted under our 2017 Plan is ten years. The 2017 Plan provides for share options, restricted stock awards, stock appreciation rights, restricted stock units, performance awards and stock bonuses. The exercise price of each share option granted under the 2017 Plan is not less than one hundred percent (100%) of the fair market. The 2017 Plan will generally be administered by the compensation committee of the Company’s board of directors and has the authority to interpret the plan, grant awards and make all other determinations necessary for the administration of the plan.

The Black-Scholes option-pricing model was used to estimate the fair value of equity-based awards with the following weighted-average assumptions for the nine months ended September 30:

	2017	2016
Risk-free interest rate	1.89 - 2.00%	2.00%
Expected volatility	75.0%	72.0%
Expected life (years)	5.5 to 10.00	6.25 to 10.00
Expected dividend yield	0%	0%

The inputs for the Black-Scholes valuation model require management’s significant assumptions. The common share price was determined by the Company’s board based on recent prices of common shares sold in private offerings prior to the IPO. Subsequent to the IPO, the common share price was determined by using the price on the last trading date of the grant period. The risk-free interest rates were based on the rate for U.S. Treasury securities at the date of grant with maturity dates approximately equal to the expected life at the grant date. The expected life was based on the simplified method in accordance with the SEC Staff Accounting Bulletin Nos. 107 and 110. The expected volatility was estimated based on historical volatility information of peer companies that are publicly available.

All assumptions used to calculate the grant date fair value of nonemployee options are generally consistent with the assumptions used for options granted to employees, except the expected life is equal to the contractual term. In the event the Company terminates any of its consulting agreements, the unvested options underlying the agreements would also be cancelled. Unvested nonemployee options are marked-to-market at each reporting period.

The following table summarizes the activity for all stock options outstanding for the nine months ended September 30 under the Plan:

	2017				2016
							Weighted
			Weighted				Average
			Average				Exercise
	Shares		Exercise Price		Shares		Price
Options outstanding at beginning of year		302,088	$	5.91		114,525	$	3.07
Granted		191,730	$	8.56		175,813	$	7.60
Forfeited		(15,365)	$	3.60		(2,500)	$	3.60
Balance at September 30		478,453	$	7.05		287,838	$	5.83
Options exercisable at September 30:		178,275	$	5.65		59,791	$	2.82
Weighted Average Grant Date Fair Value for Options Granted During the period:			$	5.42			$	5.16

The following table summarizes additional information about stock options outstanding and exercisable at September 30, 2017 under the Plan:

Options Outstanding

Options Exercisable

Weighted

Average

Weighted

Weighted

Remaining

Average

Aggregate

Average

Aggregate

Options

Contractual

Exercise

Intrinsic

Options

Exercise

Intrinsic

Outstanding

Life

Price

Value

Exercisable

Price

Value

478,453

8.75

$

7.05

$

2,484,466

178,275

$

5.65

$

1,175,571

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Stock-based compensation expense in operating expenses:
Research and development	$	126,600	$	73,275	$	420,789	$	109,576
General and administrative		11,682		-		140,308		-
	$	138,282	$	73,275	$	561,097	$	109,576

The Company recognized stock-based compensation expense of $561,097 and $109,576 for the nine months ended September 30, 2017 and 2016, respectively and $138,282 and $73,275 for the three months ended September 30, 2017 and 2016, respectively. Total unrecognized compensation cost related to stock options is estimated to be recognized as follows:

Remainder of 2017	$	154,224
2018		545,734
2019		393,997
2020		280,901
2021		97,858
Total estimated compensation cost to be recognized	$	1,472,714

2017 Employee Stock Purchase Plan

The Company’s employee stock purchase plan, or ESPP, was adopted by the Company’s board on September 6, 2017, subject to stockholder approval at our next meeting of stockholders. If our stockholders do not approve the ESPP, it will be terminated and all contributions returned to the participants without the purchase of any shares. The Company has reserved a total of 100,000 shares for issuance. The number of shares authorized and reserved for issuance under the ESPP will be automatically increased on the first day of each of our fiscal years beginning in 2019 by the number of shares equal to 0.5% of the total outstanding number of shares of common stock. However, the Company’s board may reduce the amount of the increase in any particular year. The ESPP provides participating employees with an opportunity to purchase shares of our common stock at a discount through payroll deductions. The plan is available to all employees unless they are employed for less than 20 hours per week or own 5% or more of the total combined voting power or value of our common stock. The plan is administered using overlapping 24 month offering periods, referred to as an Offering Period. Each Offering Period has four six-month Purchase Periods. A new Offering Period and Purchase Period begin every six months on May 1 and November 1 of each year. Participating employees may purchase common stock, on a voluntary after tax-basis, at a price equal to 85% of the fair market value of a share of common stock on either the Offering Date or the Purchase Date, whichever is lower. If the Purchase Date has a lower price, the employee will automatically be placed in the Offering Period beginning immediately after the Purchase Date. To date, we have not recognized any stock-based compensation expense related to the ESPP due to immateriality.

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UNSECURED CONVERTIBLE PROMISSORY NOTES

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

8. UNSECURED CONVERTIBLE PROMISSORY NOTES

In April and May of 2017, the Company issued to certain accredited investors convertible notes in the original principal amount of $5,750,000 and $2,587,500, respectively, for total principal of $8,337,500  (the “Convertible Notes”).

The Convertible Notes accrued interest at a rate of 1.25% per annum from date of issuance until December 31, 2018 on a non-compounding basis. All principal and interest was due on December 31, 2018. The IPO was considered a qualified financing, therefore the outstanding principal balance and all accrued interest under the Convertible Notes  automatically converted into 881,911 shares of common stock pursuant to the terms of such notes. The conversion price of the Convertible Notes was equal to the price at which the equity securities were sold in the IPO, which was $9.50 per share. Warrants of 131,675 were also issued to the note holders at an exercise price of $9.50 per share.

In connection with the issuance of the Convertible Notes, the Company granted those investors the right to receive a seven-year warrant to purchase 131,675 common shares at an exercise price that is equal to the conversion price of the Convertible Notes. The gross proceeds of $8,337,500 was allocated $7,560,783 and $776,717 to the Convertible Notes and warrants, respectively, based on their relative fair value. The relative fair value of the warrants of $776,717 was recorded as debt discount and credited to additional paid-in capital. The resulting debt discount is amortized to interest expense using the effective interest method over the term of the Convertible Notes.

Cedar Point Capital, LLC (“Cedar”) served as the Company’s placement agent in connection with the placement of the Convertible Notes and earned a commission of approximately 10% of the original principal balance of such notes. Debt financing costs in the aggregate of $885,131 (not including the agent warrant discussed below), comprised primarily of the commission earned by Cedar, are amortized to interest expense using the effective interest method over the term of the Convertible Notes. In addition to the commission earned by Cedar, the Company issued an agent’s ten-year warrant to purchase 48,615 common shares. The exercise price was $8.42 per share. The fair value of the agent’s warrant was $286,999 and is considered additional debt discount and was credited to additional paid-in capital. During the period beginning on January 1, 2017 and ending on September 22, 2017 (the date of the IPO closing), the Company amortized $411,375 of debt discount and financing costs to interest expense for these Convertible Notes.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Use of Estimates, Policy [Policy Text Block]

Accounting Estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the valuation of stock-based compensation and warrants issued to investors, a placement agent and an underwriter, and prepaid or accrued clinical trial costs.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

The Company maintains its accounts primarily at one financial institution. At times throughout the year the Company’s cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation. At September 30, 2017 and December 31, 2016, the Company had $32,179,734 and $5,842,193, respectively, in money market funds and U.S. Treasury Bills that are considered cash equivalents.

Investment, Policy [Policy Text Block]

Investments

The Company maintains its investments in certificates of deposit at various financial institutions. To preserve the principal balance, each investment will not exceed amounts insured by the Federal Deposit Insurance Corporation. The certificates of deposit are accounted for at cost plus accrued interest. At September 30, 2017 and December 31, 2016, the Company had $245,000 and $0, respectively, of certificates of deposit.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

Property and equipment are stated at cost. Depreciation is provided over estimated useful lives using the straight-line method. Maintenance and repairs are expensed as incurred; major improvements and betterments are capitalized.

Estimated useful lives of property and equipment are as follows for the major classes of assets:

	Estimated
Asset Description	Lives
Furniture and Equipment	4
Leasehold Improvements	2-3

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Long-Lived Assets

Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third party independent appraisals, as considered necessary.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

The Company’s accounting for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring or nonrecurring basis adheres to the Financial Accounting Standards Board (“FASB”) fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

· Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement date.

· Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

· Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The carrying values of cash equivalents, investments, restricted cash, accounts payable, accrued expenses and other financial working capital items approximate fair value at September 30, 2017 and December 31, 2016, due to the short maturity nature of these items.

Income Tax, Policy [Policy Text Block]

Income Taxes

Following the conversion of Celcuity LLC to Celcuity Inc. on September 15, 2017, Celcuity Inc. will begin filing federal and state returns where required. No income tax benefit was recorded for the 15 days ended September 30, 2017 due to net losses and recognition of a valuation allowance.

 

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet basis differences. In accordance with ASC 740, “Income Taxes,” the Company recorded a valuation allowance to fully offset the net deferred tax asset, because it is more likely than not that the Company will not realize future benefits associated with these deferred tax assets at September 30, 2017.

Prior to the conversion, Celcuity was an LLC and therefore was a disregarded legal entity for income tax purposes. Accordingly, no provision for income taxes was recorded prior to the conversion.

For years before 2013, the Company is no longer subject to U.S. federal or state income tax examinations. The Company's policy is to recognize interest and penalties related to uncertain tax positions as a component of general and administrative expenses. As of September 30, 2017 and December 31, 2016, the Company did not have any significant uncertain tax positions.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-Based Compensation

The Company’s stock-based compensation consists of common stock options issued to certain employees and nonemployees of the Company and the Company’s Employee Stock Purchase Plan. The Company recognizes compensation expense for employees based on an estimated grant date fair value using the Black-Scholes option-pricing method. The Company has elected to account for forfeitures as they occur.

 

The fair value of options granted to nonemployees is determined using the fair value of the service provided or the fair value of the option granted, whichever is more reliable. The fair value is measured at the value of the Company’s common shares at the earlier of the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. Awards granted to nonemployees are remeasured to fair value at each period end date until vested and expensed on a straight-line basis over the vesting period.

Research and Development Expense, Policy [Policy Text Block]

Research and Development

Research and development costs are expensed as incurred. Research and development costs amounted to $3,577,357 and $2,224,859 for the nine months ended September 30, 2017 and 2016, respectively, and $1,364,728 and $812,803 for the three months ended September 30, 2017 and 2016, respectively.

Clinical Trial Costs

The Company records prepaid assets or accrued expenses for prepaid or estimated clinical trial costs conducted by third-party service providers, which include the conduct of preclinical studies and clinical trials.  These costs are a significant component of the Company’s research and development expenses.  The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with its third-party service providers under the service agreements.  The Company makes significant judgments and estimates in determining the accrued liabilities balance in each reporting period.  As actual costs become known, the Company adjusts its prepaid assets or accrued expenses.  The Company has not experienced any material differences between accrued costs and actual costs incurred.  However, the status and timing of actual services performed, number of patients enrolled and the rate of patient enrollments may vary from the Company’s estimates, resulting in an adjustment to expense in future periods.  Changes in these estimates that result in material changes to the Company’s prepaid assets or accrued expenses could materially affect the Company’s results of operations.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which provides guidance for accounting for leases. The new guidance requires companies to recognize the assets and liabilities for the rights and obligations created by leased assets, initially measured at the present value of the lease payments. The accounting guidance for lessors is largely unchanged. The ASU is effective for annual and interim periods beginning after December 15, 2018 with early adoption permitted. It is to be adopted using a modified retrospective approach. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s financial statements.

In May 2014 and amended in August 2015, the FASB issued ASU No. 2014-09 which amended the Revenue from Contracts with Customers (Topic 606) of the Accounting Standards Codification. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. The ASU is effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Schedule Of Estimated Useful Lives Of Property Plant And Equipment [Table Text Block]

Estimated useful lives of property and equipment are as follows for the major classes of assets:

	Estimated
Asset Description	Lives
Furniture and Equipment	4
Leasehold Improvements	2-3

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PROPERTY AND EQUIPMENT (Tables)

9 Months Ended

Sep. 30, 2017

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Property and equipment consisted of the following at September 30, 2017 and December 31, 2016:

	September 30,		December 31,
	2017		2016
	(unaudited)
Leasehold improvements	$	22,307	$	22,307
Furniture and equipment		481,516		278,020
		503,823		300,327
Less: Accumulated depreciation		(231,578)		(155,415)
Totals	$	272,245	$	144,912

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COMMITMENTS (Tables)

9 Months Ended

Sep. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

At September 30, 2017, the Company had the following minimum commitments for payment of rentals which at inception had a non-cancellable term of more than one year:

	Operating
	Lease
Remainder of 2017	$	13,189
2018		145,852
2019		188,850
2020		193,338
2021		64,941
Total	$	606,170

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STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

The Black-Scholes option-pricing model was used to estimate the fair value of equity-based awards with the following weighted-average assumptions for the nine months ended September 30:

	2017	2016
Risk-free interest rate	1.89 - 2.00%	2.00%
Expected volatility	75.0%	72.0%
Expected life (years)	5.5 to 10.00	6.25 to 10.00
Expected dividend yield	0%	0%

Share-based Compensation, Stock Options, Activity [Table Text Block]

The following table summarizes the activity for all stock options outstanding for the nine months ended September 30 under the Plan:

	2017				2016
							Weighted
			Weighted				Average
			Average				Exercise
	Shares		Exercise Price		Shares		Price
Options outstanding at beginning of year		302,088	$	5.91		114,525	$	3.07
Granted		191,730	$	8.56		175,813	$	7.60
Forfeited		(15,365)	$	3.60		(2,500)	$	3.60
Balance at September 30		478,453	$	7.05		287,838	$	5.83
Options exercisable at September 30:		178,275	$	5.65		59,791	$	2.82
Weighted Average Grant Date Fair Value for Options Granted During the period:			$	5.42			$	5.16

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Table Text Block]

The following table summarizes additional information about stock options outstanding and exercisable at September 30, 2017 under the Plan:

Options Outstanding

Options Exercisable

Weighted

Average

Weighted

Weighted

Remaining

Average

Aggregate

Average

Aggregate

Options

Contractual

Exercise

Intrinsic

Options

Exercise

Intrinsic

Outstanding

Life

Price

Value

Exercisable

Price

Value

478,453

8.75

$

7.05

$

2,484,466

178,275

$

5.65

$

1,175,571

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Stock-based compensation expense in operating expenses:
Research and development	$	126,600	$	73,275	$	420,789	$	109,576
General and administrative		11,682		-		140,308		-
	$	138,282	$	73,275	$	561,097	$	109,576

Schedule of Unrecognized Compensation Cost, Nonvested Awards [Table Text Block]

Total unrecognized compensation cost related to stock options is estimated to be recognized as follows:

Remainder of 2017	$	154,224
2018		545,734
2019		393,997
2020		280,901
2021		97,858
Total estimated compensation cost to be recognized	$	1,472,714

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	9 Months Ended
	Sep. 30, 2017
Furniture and Equipment [Member]
Property, Plant and Equipment, Estimated Useful Lives	4
Minimum [Member] | Leasehold Improvements [Member]
Property, Plant and Equipment, Estimated Useful Lives	2
Maximum [Member] | Leasehold Improvements [Member]
Property, Plant and Equipment, Estimated Useful Lives	3

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Sep. 22, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Sep. 15, 2017	Dec. 31, 2016
Short-term Investments		$ 245,000		$ 245,000			$ 0
Research and Development Expense		$ 1,364,728	$ 812,803	$ 3,577,357	$ 2,224,859
Common Stock, Shares Authorized		45,000,000		45,000,000		45,000,000	0
Common Stock, Par or Stated Value Per Share		$ 0.001		$ 0.001		$ 0.001	$ 0.001
Preferred Stock, Shares Authorized		5,000,000		5,000,000		5,000,000	0
Preferred Stock, Par or Stated Value Per Share		$ 0.001		$ 0.001		$ 0.001	$ 0.001
Common Stock, Shares, Outstanding		10,082,050		10,082,050			0
Stockholders' Equity Note, Stock Split				at a conversion ratio of 40 Units for one share of Common Stock.
Convertible Notes Payable [Member]
Stock Issued During Period, Shares, Conversion of Convertible Securities	881,911
IPO [Member]
Stock Issued During Period, Shares, New Issues	2,760,000
Shares Issued, Price Per Share	$ 9.50
Initial Public Offering Costs	$ 1,123,759			$ 1,123,759
Common Stock, Shares, Outstanding	10,082,050
Commission Of Underwriter	$ 1,835,400			1,835,400
Proceeds From Issuance Initial Public Offering Including Ipo Expense	$ 23,300,000
Money Market and US Treasury Securities [Member]
Money Market and U.S. Treasury Bills		$ 32,179,734		$ 32,179,734			$ 5,842,193

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NET LOSS PER COMMON SHARE (Details Textual) - shares	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Employee Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	66,637	65,453
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	30,846	0

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PROPERTY AND EQUIPMENT (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Property, Plant and Equipment, Gross	$ 503,823	$ 300,327
Less: Accumulated depreciation	(231,578)	(155,415)
Totals	272,245	144,912
Leasehold improvements [Member]
Property, Plant and Equipment, Gross	22,307	22,307
Furniture and equipment [Member]
Property, Plant and Equipment, Gross	$ 481,516	$ 278,020

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PROPERTY AND EQUIPMENT (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Property, Plant and Equipment [Line Items]
Depreciation	$ 30,714	$ 18,746	$ 76,163	$ 54,230

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COMMITMENTS (Details)	Sep. 30, 2017 USD ($)
Remainder of 2017	$ 13,189
2018	145,852
2019	188,850
2020	193,338
2021	64,941
Total	$ 606,170

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COMMITMENTS (Details Textual) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Jun. 30, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Operating Leases, Rent Expense		$ 13,189	$ 12,408	$ 38,266	$ 37,224
Payments to Acquire in Process Research and Development	$ 300,000
Contractual Obligation, Future Minimum Payments Due, Remainder of Fiscal Year		50,000		50,000
Contractual Obligation, Due in Second Year		200,000		200,000
Contractual Obligation, Due in Third Year		50,000		50,000
Contractual Obligation		2,040,000		2,040,000
Standby Letters of Credit [Member]
Long-term Line of Credit		$ 50,000		$ 50,000
Line of Credit Facility, Expiration Date				Jul. 31, 2018

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STOCKHOLDERS’ EQUITY (Details Textual) - USD ($)	1 Months Ended	9 Months Ended	12 Months Ended
	Sep. 22, 2017	Sep. 30, 2017	Dec. 31, 2016	Sep. 15, 2017
Stockholders' Equity Note, Stock Split		at a conversion ratio of 40 Units for one share of Common Stock.
Common Stock, Shares, Outstanding		10,082,050	0
Common Stock, Shares Authorized		45,000,000	0	45,000,000
Common Stock, Par or Stated Value Per Share		$ 0.001	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized		5,000,000	0	5,000,000
Preferred Stock, Par or Stated Value Per Share		$ 0.001	$ 0.001	$ 0.001
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		373,539	55,249
Weighted Average Exercise Price		$ 8.03	$ 7.56
Convertible Notes Payable [Member]
Stock Issued During Period, Shares, Conversion of Convertible Securities	881,911
Warrants Expiration Period	7 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	131,675
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 9.50
Member Units [Member]
Common Stock, Shares, Outstanding				6,440,139
Stock Issued During Period, Shares, New Issues		0
Stock Issued During Period, Shares, Conversion of Convertible Securities		0
IPO [Member]
Common Stock, Shares, Outstanding	10,082,050
Stock Issued During Period, Shares, New Issues	2,760,000
Shares Issued, Price Per Share	$ 9.50
Proceeds From Issuance Initial Public Offering Including Ipo Expense	$ 23,300,000
Warrants Expiration Period	5 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	138,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 10.45
Warrants Not Settleable in Cash, Fair Value Disclosure	$ 784,111
Warrants Expiration Date	Sep. 19, 2022
Initial Public Offering Costs	$ 1,123,759	$ 1,123,759
Commission Of Underwriter	$ 1,835,400	$ 1,835,400
Private Placement [Member]
Warrants Expiration Period		10 years	10 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		55,249	55,249
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 7.56	$ 7.56
Warrants Not Settleable in Cash, Fair Value Disclosure		$ 330,607	$ 330,607
Note Warrant [Member]
Warrants Expiration Period		10 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		48,615
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 8.42

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STOCK-BASED COMPENSATION (Details)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Risk-free interest rate		2.00%
Expected volatility	75.00%	72.00%
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Risk-free interest rate	1.89%
Expected life (years)	5 years 6 months	6 years 3 months
Maximum [Member]
Risk-free interest rate	2.00%
Expected life (years)	10 years	10 years

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STOCK-BASED COMPENSATION (Details 1) - $ / shares	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Shares, Options outstanding at beginning of year	302,088	114,525
Shares, Granted	191,730	175,813
Shares, Forfeited	(15,365)	(2,500)
Shares, Balance at September 30	478,453	287,838
Shares, Options exercisable at September 30:	178,275	59,791
Weighted Average Exercise Price, Options outstanding at beginning of year	$ 5.91	$ 3.07
Weighted Average Exercise Price, Granted	8.56	7.60
Weighted Average Exercise Price, Forfeited	3.60	3.60
Weighted Average Exercise Price, Balance at September 30	7.05	5.83
Weighted Average Exercise Price, Options exercisable at September 30:	5.65	2.82
Weighted Average Grant Date Fair Value for Options Granted During the period:	$ 5.42	$ 5.16

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STOCK-BASED COMPENSATION (Details 2) - USD ($)	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Dec. 31, 2015
Options Outstanding	478,453	302,088	287,838	114,525
Options Outstanding, Weighted Average Remaining Contractual Life	8 years 9 months
Options Outstanding, Weighted Average Exercise Price	$ 7.05	$ 5.91	$ 5.83	$ 3.07
Options Outstanding, Aggregate Intrinsic Value	$ 2,484,466
Options Exercisable	178,275		59,791
Options Exercisable, Weighted Average Exercise Price	$ 5.65		$ 2.82
Options Exercisable, Aggregate Intrinsic Value	$ 1,175,571

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STOCK-BASED COMPENSATION (Details 3) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Stock-based compensation expense in operating expenses:
Total Stock-based Compensation Expense	$ 138,282	$ 73,275	$ 561,097	$ 109,576
Research and development [Member]
Stock-based compensation expense in operating expenses:
Total Stock-based Compensation Expense	126,600	73,275	420,789	109,576
General and administrative [Member]
Stock-based compensation expense in operating expenses:
Total Stock-based Compensation Expense	$ 11,682	$ 0	$ 140,308	$ 0

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STOCK-BASED COMPENSATION (Details 4)	Sep. 30, 2017 USD ($)
Remainder of 2017	$ 154,224
2018	545,734
2019	393,997
2020	280,901
2021	97,858
Total estimated compensation cost to be recognized	$ 1,472,714

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STOCK-BASED COMPENSATION (Details Textual) - USD ($)		3 Months Ended		9 Months Ended
	Sep. 15, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Nov. 12, 2012
Share-based Compensation		$ 138,282	$ 73,275	$ 561,097	$ 109,576
2012 Equity Incentive Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance						625,000
2017 Stock Incentive Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance	750,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	10 years
2017 Employee Stock Purchase Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance	100,000

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UNSECURED CONVERTIBLE PROMISSORY NOTES (Details Textual) - USD ($)	1 Months Ended	2 Months Ended
	Sep. 22, 2017	May 31, 2017	Sep. 30, 2017	Apr. 30, 2017	Dec. 31, 2016
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			373,539		55,249
Proceeds From Issuance Of Convertible Debt Gross		$ 8,337,500
IPO [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	138,000
Amortization of Debt Issuance Costs and Discounts	$ 411,375
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 10.45
Note Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			48,615
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 8.42
Proceeds From Issuance Of Convertible Debt Gross		$ 776,717
Cedar Point Capital, LLC [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		48,615
Class of Warrant or Right,Term		10 years
Adjustments to Additional Paid in Capital, Warrant Issued		$ 286,999
Debt Insrtument, Commission Percentage		10.00%
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 8.42
Convertible Notes Payable [Member]
Debt Instrument, Face Amount		$ 8,337,500
Debt Instrument, Interest Rate, Stated Percentage		1.25%
Debt Instrument, Maturity Date		Dec. 31, 2018
Debt Instrument, Convertible, Conversion Price	$ 9.50		$ 9.50
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	131,675
Class of Warrant or Right,Term	7 years
Adjustments to Additional Paid in Capital, Warrant Issued		$ 776,717
Debt Issuance Costs, Current, Net		885,131
Debt Conversion, Converted Instrument, Shares Issued	881,911
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 9.50
Proceeds From Issuance Of Convertible Debt Gross		7,560,783
Convertible Notes Payable [Member] | Investor [Member]
Debt Instrument, Face Amount		$ 2,587,500		$ 5,750,000