---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-26-027717"
form_type: "8-K"
ticker: "CELC"
cik: "0001603454"
company_name: "Celcuity Inc."
filed_at: "2026-06-08T20:10:41+00:00"
generated_at: "2026-06-08T20:18:54.592067+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Celcuity closes $575M convertible note offering at 0.250% due 2032, repays $137.5M loan

## Summary
- Issued $575M aggregate principal of 0.250% Convertible Senior Notes due 2032; net proceeds ~$557M.
- Initial conversion rate 8.0302 shares/$1,000 principal (~$124.53/share, ~40% premium to June 3 close).
- Used ~$137.5M of net proceeds to fully repay and terminate existing loan agreement with Oxford Finance and Innovatus.
- Remaining proceeds for working capital, clinical/commercial launch costs, and general corporate purposes.
- Notes redeemable at Celcuity's option after Aug 6, 2029 if stock exceeds 130% of conversion price for 20 of 30 trading days.

## SEC filing metadata
- accession: 0001493152-26-027717
- form_type: 8-K
- ticker: CELC
- cik: 0001603454
- company_name: Celcuity Inc.
- filed_at: 2026-06-08T20:10:41+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 1.02, 2.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1603454/000149315226027717/0001493152-26-027717-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1603454/000149315226027717/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-027717
- JSON: https://secwatch.observer/filing/0001493152-26-027717.json
- Plain text: https://secwatch.observer/filing/0001493152-26-027717.txt

## Key facts
- Debt Financings
  Celcuity Inc. incurred convertible notes of $575,000,000 aggregate principal amount with U.S. Bank Trust Company, National Association, as trustee at 0.250% per annum maturing August 1, 2032.
  - Instrument: convertible notes
  - Principal: $575,000,000 aggregate principal amount
  - Counterparty: U.S. Bank Trust Company, National Association, as trustee
  - Rate: 0.250% per annum
  - Maturity: August 1, 2032
  - Event: incurrence
  source text: The issuance of $575,000,000 aggregate principal amount of the Notes was completed on June 8, 2026.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1603454/000149315226027717/0001493152-26-027717-index.htm
- Material Agreements
  Celcuity Inc. entered into Underwriting Agreement with Jefferies LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Guggenheim Securities, LLC, as representatives of the several underwriters named therein valued at $500,000,000 aggregate principal amount of the Company’s 0.250% Convertible Senior Notes due 2032 (effective 2026-06-03).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Jefferies LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Guggenheim Securities, LLC, as representatives of the several underwriters named therein
  - Value: $500,000,000 aggregate principal amount of the Company’s 0.250% Convertible Senior Notes due 2032
  - Effective: 2026-06-03
  source text: On June 3, 2026, Celcuity Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Guggenheim Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), agreeing, subject to customary conditions, to issue and sell in a public offering $500,000,000 aggregate principal amount of the Company’s 0.250% Convertible Senior Notes due 2032 (the “Notes”) to the Underwriters (the “Offering”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1603454/000149315226027717/0001493152-26-027717-index.htm

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