---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-038005"
form_type: "8-K"
ticker: "CELC"
cik: "0001603454"
company_name: "Celcuity Inc."
filed_at: "2023-10-23T23:59:59+00:00"
generated_at: "2026-06-09T16:43:43.054182+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Celcuity raises $50M via private placement of pre-funded warrants

## Summary
- Gross proceeds of ~$50M from sale of pre-funded warrants to institutional investor.
- Warrants purchase up to 5,747,787 shares at $8.70 each, exercise price $0.001/share.
- Net proceeds to advance clinical development of gedatolisib and for general corporate purposes.
- Warrants immediately exercisable; resale registration statement to be filed within 30 days.

## SEC filing metadata
- accession: 0001493152-23-038005
- form_type: 8-K
- ticker: CELC
- cik: 0001603454
- company_name: Celcuity Inc.
- filed_at: 2023-10-23T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1603454/000149315223038005/0001493152-23-038005-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1603454/000149315223038005/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-038005
- JSON: https://secwatch.observer/filing/0001493152-23-038005.json
- Plain text: https://secwatch.observer/filing/0001493152-23-038005.txt

## Key facts
- Material Agreements
  Celcuity Inc. entered into Registration Rights Agreement with the Investors (effective 2023-10-18).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: the Investors
  - Effective: 2023-10-18
  source text: On October 18, 2023, in connection with the Securities Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which the Company agreed to register for resale the (i) Warrant Shares then issued or issuable upon exercise of the Warrants
  evidence_url: https://www.sec.gov/Archives/edgar/data/1603454/000149315223038005/0001493152-23-038005-index.htm
- Material Agreements
  Celcuity Inc. entered into Securities Purchase Agreement with certain investors valued at approximately $50 million (effective 2023-10-18).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain investors
  - Value: approximately $50 million
  - Effective: 2023-10-18
  source text: On October 18, 2023, Celcuity Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Investors”) pursuant to which the Company agreed to sell to the Investors in a private placement (the “Private Placement”) pre-funded warrants (the “Warrants”) to purchase up to 5,747,787 shares of the Company’s common stock
  evidence_url: https://www.sec.gov/Archives/edgar/data/1603454/000149315223038005/0001493152-23-038005-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.