UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
As previously reported, on February 4, 2022, Celcuity Inc. (the “Company”) entered into an Open Market Sale AgreementSM (the “Sale Agreement”) with Jefferies LLC, as sales agent (“Jefferies”), pursuant to which the Company may offer and sell, from time to time, through Jefferies, shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”).
To date, the offer and sale of the Shares in the aggregate amount of $27,817,450 have been made pursuant to a shelf registration statement on Form S-3 and related base prospectus (File No. 333-261155) filed by the Company with the Securities and Exchange Commission (the “SEC”) on November 17, 2021 and declared effective by the SEC on November 26, 2021 (the “Prior Registration Statement”), as supplemented by a prospectus supplement dated February 4, 2022 and filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
On August 30, 2024, the Company filed a shelf registration statement on Form S-3 and related base prospectus (File No. 333-281887) with the SEC, which was declared effective by the SEC on December 2, 2024 (the “Registration Statement”). Upon the effectiveness of the Registration Statement, the offering of the Shares pursuant to the Prior Registration Statement terminated. On December 6, 2024, the Company filed a prospectus supplement (the “Prospectus Supplement”) to the Registration Statement pursuant to Rule 424(b) under the Securities Act. Pursuant to the Prospectus Supplement, the Company may offer and sell Shares having an aggregate offering price of up to $125,000,000 in addition to the Shares previously sold pursuant to the Prior Registration Statement.
The legal opinion, including the related consent, of Faegre Drinker Biddle & Reath LLP, counsel to the Company, relating to the issuance and sale of the Shares pursuant to the Prospectus Supplement, is filed as Exhibit 5.1 hereto.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock discussed herein, nor shall there be any offer, solicitation, or sale of Common Stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 5.1 | Opinion of Faegre Drinker Biddle & Reath LLP related to the Prospectus Supplement | |
| 23.1 | Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 6, 2024
| CELCUITY INC. | ||
| By: | /s/ Brian F. Sullivan | |
| Brian F. Sullivan | ||
| Chief Executive Officer | ||