0001062993-24-009051.txt : 20240430 0001062993-24-009051.hdr.sgml : 20240430 20240430161858 ACCESSION NUMBER: 0001062993-24-009051 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240426 FILED AS OF DATE: 20240430 DATE AS OF CHANGE: 20240430 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sullivan Brian F. CENTRAL INDEX KEY: 0000940454 ORGANIZATION NAME: STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38207 FILM NUMBER: 24897554 MAIL ADDRESS: STREET 1: 16305 36TH AVENUE N CITY: MINNEAPOLIS STATE: MN ZIP: 55446 FORMER NAME: FORMER CONFORMED NAME: SULLIVAN BRIAN F DATE OF NAME CHANGE: 19950307 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Celcuity Inc. CENTRAL INDEX KEY: 0001603454 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 16305 36TH AVENUE N STREET 2: SUITE 100 CITY: MINNEAPOLIS STATE: MN ZIP: 55446 BUSINESS PHONE: 763-392-0767 MAIL ADDRESS: STREET 1: 16305 36TH AVENUE N STREET 2: SUITE 100 CITY: MINNEAPOLIS STATE: MN ZIP: 55446 FORMER COMPANY: FORMER CONFORMED NAME: Celcuity LLC DATE OF NAME CHANGE: 20140324 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0508 4 2024-04-26 0001603454 Celcuity Inc. CELC 0000940454 Sullivan Brian F. 16305 36TH AVENUE NORTH SUITE 100 MINNEAPOLIS MN 55446 1 1 1 0 Chief Executive Officer 0 Common Stock 2024-04-26 4 G 0 45025 0 D 1153271 D Common Stock 189103 I By Spouse Common Stock 2024-04-26 4 G 0 45025 0 A 908372 I By Family Trust #1 Common Stock 765897 I By Family Trust #2 Stock Option (right to buy) 8.4000 2027-05-17 Common Stock 21500 21500 D Stock Option (right to buy) 5.50 2027-09-19 Common Stock 8220 8220 D Stock Option (right to buy) 5.50 2028-08-13 Common Stock 3769 3769 D Stock Option (right to buy) 5.50 2028-10-17 Common Stock 14675 14675 D Stock Option (right to buy) 5.50 2029-08-12 Common Stock 50000 50000 D Stock Option (right to buy) 5.50 2029-08-12 Common Stock 4985 4985 D Stock Option (right to buy) 5.9000 2030-08-12 Common Stock 20000 20000 D Stock Option (right to buy) 5.9000 2030-08-12 Common Stock 17281 17281 D Stock Option (right to buy) 5.50 2030-12-28 Common Stock 11081 11081 D Stock Option (right to buy) 5.50 2031-02-02 Common Stock 12859 12859 D Stock Option (right to buy) 5.50 2031-03-18 Common Stock 11889 11889 D Stock Option (right to buy) 5.50 2031-04-12 Common Stock 13509 13509 D Stock Option (right to buy) 5.50 2031-08-11 Common Stock 17000 17000 D Stock Option (right to buy) 5.50 2031-08-11 Common Stock 20000 20000 D Stock Option (right to buy) 5.50 2031-10-27 Common Stock 6569 6569 D Stock Option (right to buy) 5.50 2032-05-17 Common Stock 250000 250000 D Warrants (right to buy) 8.05 2027-12-09 Common Stock 104340 104340 D Stock Option (right to buy) 11.55 2033-02-16 Common Stock 69760 69760 D Stock Option (right to buy) 9.89 2033-08-25 Common Stock 180000 180000 D Stock Option (right to buy) 14.78 2034-01-02 Common Stock 84000 84000 D The Reporting Person holds all voting and dispositive power with respect to the securities held by the trusts and is the beneficial owner of these securities. Fully vested. 5,000 shares vest on 8/12/21; the remaining 15,000 shares vest 1/36th per month thereafter. 2,770 shares vest on 12/29/21; the remaining 8,311 shares vest 1/36th per month thereafter. 3,214 shares vest on 2/2/22; the remaining 9,645 shares vest 1/36th per month thereafter. 2,972 shares vest on 3/18/22; the remaining 8,917 shares vest 1/36th per month thereafter. 3,377 shares vest on 4/12/22; the remaining 10,132 shares vest 1/36th per month thereafter. 5,000 shares vest on 8/11/22; the remaining 15,000 shares vest 1/36th per month thereafter. 1,642 shares vest on 10/27/22; the remaining 4,927 shares vest 1/36th per month thereafter. 45,000 shares vest on 8/25/24; the remaining 135,000 shares vest 1/36th per month thereafter. 21,000 shares vest on 8/25/24; the remaining 63,000 shares vest 1/36th per month thereafter. /s/ Liz Dunshee as Attorney-in-Fact for Brian F. Sullivan pursuant to Power of Attorney filed herewith. 2024-04-30 EX-24 2 exhibit24.txt POA POWER OF ATTORNEY The undersigned hereby constitutes and appoints Vicky Hahne, Eric O. Madson, Edward Peilen, Liz Dunshee or Emily Moss, or either of them acting alone, the undersigned's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any or all Forms 3, 4 and 5 relating to beneficial ownership of securities of Celcuity Inc. (the "Issuer"), to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and to deliver a copy of the same to the Issuer, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all said attorneys-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in effect until such time as the undersigned is no longer subject to the provisions of Section 16 of the Securities Exchange Act of 1934 with respect to securities of the Issuer. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of January, 2024. /s/ Brian F. Sullivan Brian F. Sullivan