0001437749-22-013126.txt : 20220519 0001437749-22-013126.hdr.sgml : 20220519 20220519203650 ACCESSION NUMBER: 0001437749-22-013126 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220517 FILED AS OF DATE: 20220519 DATE AS OF CHANGE: 20220519 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sullivan Brian F. CENTRAL INDEX KEY: 0000940454 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38207 FILM NUMBER: 22944995 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] 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 rdgdoc.xml FORM 4 X0306 4 2022-05-17 0001603454 Celcuity Inc. CELC 0000940454 Sullivan Brian F. 16305 36TH AVENUE N. SUITE 100 MINNEAPOLIS MN 55446 1 1 1 Chief Executive Officer Common Stock 2755774 D Stock Option (right to buy) 8.4000 2027-05-17 Common Stock 21500 21500 D Stock Option (right to buy) 9.50 2022-05-17 4 D 0 8220 D 2027-09-19 Common Stock 8220 0 D Stock Option (right to buy) 5.50 2022-05-17 4 A 0 8220 A 2027-09-19 Common Stock 8220 8220 D Stock Option (right to buy) 26 2022-05-17 4 D 0 3769 D 2028-08-13 Common Stock 3769 0 D Stock Option (right to buy) 5.50 2022-05-17 4 A 0 3769 A 2028-08-13 Common Stock 3769 3769 D Stock Option (right to buy) 25.77 2022-05-17 4 D 0 14675 D 2028-10-17 Common Stock 14675 0 D Stock Option (right to buy) 5.50 2022-05-17 4 A 0 14675 A 2028-08-13 Common Stock 14675 14675 D Stock Option (right to buy) 19.72 2022-05-17 4 D 0 50000 D 2029-08-12 Common Stock 50000 0 D Stock Option (right to buy) 5.50 2022-05-17 4 A 0 50000 A 2029-08-12 Common Stock 50000 50000 D Stock Option (right to buy) 19.72 2022-05-17 4 D 0 4985 D 2029-08-12 Common Stock 4985 0 D Stock Option (right to buy) 5.50 2022-05-17 4 A 0 4985 A 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 2021-09-19 2030-08-12 Common Stock 17281 17281 D Stock Option (right to buy) 10.35 2022-05-17 4 D 0 11081 D 2030-12-28 Common Stock 11081 0 D Stock Option (right to buy) 5.50 2022-05-17 4 A 0 11081 A 2030-12-28 Common Stock 11081 11081 D Stock Option (right to buy) 14.84 2022-05-17 4 D 0 12859 D 2031-02-02 Common Stock 12859 0 D Stock Option (right to buy) 5.50 2022-05-17 4 A 0 12859 A 2031-02-02 Common Stock 12859 12859 D Stock Option (right to buy) 15.92 2022-05-17 4 D 0 11889 D 2031-03-18 Common Stock 11889 0 D Stock Option (right to buy) 5.50 2022-05-17 4 A 0 11889 A 2031-03-18 Common Stock 11889 11889 D Stock Option (right to buy) 27.94 2022-05-17 4 D 0 13509 D 2031-04-12 Common Stock 13509 0 D Stock Option (right to buy) 5.50 2022-05-17 4 A 0 13509 A 2031-04-12 Common Stock 13509 13509 D Stock Option (right to buy) 20.04 2022-05-17 4 D 0 17000 D 2022-08-11 2031-08-11 Common Stock 17000 0 D Stock Option (right to buy) 5.50 2022-05-17 4 A 0 17000 A 2022-08-11 2031-08-11 Common Stock 17000 17000 D Stock Option (right to buy) 20.04 2022-05-17 4 D 0 20000 D 2031-08-31 Common Stock 20000 0 D Stock Option (right to buy) 5.50 2022-05-17 4 A 0 20000 A 2031-08-11 Common Stock 20000 20000 D Stock Option (right to buy) 17.19 2022-05-17 4 D 0 6569 D 2031-10-27 Common Stock 6569 0 D Stock Option (right to buy) 17.19 2022-05-17 4 A 0 6569 A 2031-10-27 Common Stock 6569 6569 D Stock Option (Right to Buy) 5.50 2022-05-17 4 A 0 250000 0 A 2032-05-17 Common Stock 250000 250000 D Warrants (right to buy) 80.5000 Series A Preferred Stock 10434 10434 D Common Stock (right to buy) 5.7500 Common Stock 260869 260869 D Fully vested. The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") effective on May 17, 2022 and are being reported in this manner solely to comply with the technical reporting requirements under Section 16(a) of the Securities Exchange Act of 1934. Pursuant to the Option Repricing, the exercise price of the Stock Option has been amended to reduce such exercise price to $5.50 per share, the closing price of the issuer's common stock on The Nasdaq Capital Market as of the date of such repricing. There have been no other changes to the terms of the Stock Option. 3,668 shares vest on 10/17/19; the remaining 11,007 shares vest 1/36th per month thereafter. 12,500 shares vest on 8/12/20; the remaining 37,500 shares vest 1/36th per month thereafter. 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. These shares vest in equal amounts over fourteen (14) months, beginning June 1, 2022. Represents the right to acquire the security pursuant to a securities purchase agreement entered into with the Company on May 15, 2022. /s/ Eric O. Madson as Attorney-in-Fact for Brian F. Sullivan pursuant to Power of Attorney previously filed. 2022-05-19