---
schema_version: "secwatch.filing_event.v1"
accession: "0001641172-25-027025"
form_type: "8-K"
ticker: "CELC"
cik: "0001603454"
company_name: "Celcuity Inc."
filed_at: "2025-09-10T23:59:59+00:00"
generated_at: "2026-05-17T07:00:14.190924+00:00"
event_type: "debt"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Celcuity upsizes senior secured facility to $500M, receives $30M immediate funding

## Summary
- Total facility increased to $500M ($350M committed + $150M discretionary); $30M funded, total outstanding $130M.
- Adds $100M upon FDA approval of gedatolisib in 2L wild-type advanced breast cancer; $120M upon commercial milestones.
- Maturity extended to Nov 1, 2029; interest-only period extended by 14 months, with possible 7-month FDA-approval extension.
- Issued warrants for 50,537 shares to lenders; cashless exercise through tenth anniversary of Term D funding.
- Funds will support NDA rolling submission via FDA's RTOR program, commercial launch prep, and strategic initiatives.

## SEC filing metadata
- accession: 0001641172-25-027025
- form_type: 8-K
- ticker: CELC
- cik: 0001603454
- company_name: Celcuity Inc.
- filed_at: 2025-09-10T23:59:59+00:00
- event_type: debt
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1603454/000164117225027025/0001641172-25-027025-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1603454/000164117225027025/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001641172-25-027025
- JSON: https://secwatch.observer/filing/0001641172-25-027025.json
- Plain text: https://secwatch.observer/filing/0001641172-25-027025.txt

## Key facts
- Debt Financings
  Celcuity Inc. incurred term loan of $30.0 million Term D Loan with Oxford Finance LLC maturing November 1, 2029.
  - Instrument: term loan
  - Principal: $30.0 million Term D Loan
  - Counterparty: Oxford Finance LLC
  - Maturity: November 1, 2029
  - Event: incurrence
  source text: recognize the achievement of the Term D Milestone (as defined in the A&R Loan Agreement, as amended by the Third Amendment (the "Amended A&R Loan Agreement")) and provide for the immediate disbursement of the $30.0 million Term D Loan (as defined in the Amended A&R Loan Agreement)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1603454/000164117225027025/0001641172-25-027025-index.htm
- Debt Financings
  Celcuity Inc. amended credit facility with Oxford Finance LLC maturing extend the maturity date of the term loans to November 1, 2029.
  - Instrument: credit facility
  - Counterparty: Oxford Finance LLC
  - Maturity: extend the maturity date of the term loans to November 1, 2029
  - Event: amendment
  source text: greement”) with Oxford Finance LLC, a Delaware limited liability company (“Oxford”), as collateral agent and a lender,
  evidence_url: https://www.sec.gov/Archives/edgar/data/1603454/000164117225027025/0001641172-25-027025-index.htm
- Debt Financings
  Celcuity Inc. amended credit facility of increase the size of the Term E Loan (as defined in the Amended A&R Loan Agreement) from $50.0 million to up to $100.0 m with Oxford Finance LLC maturing November 1, 2029.
  - Instrument: credit facility
  - Principal: increase the size of the Term E Loan (as defined in the Amended A&R Loan Agreement) from $50.0 million to up to $100.0 m
  - Counterparty: Oxford Finance LLC
  - Maturity: November 1, 2029
  - Event: amendment
  source text: increase the size of the Term E Loan (as defined in the Amended A&R Loan Agreement) from $50.0 million to up to $100.0 million
  evidence_url: https://www.sec.gov/Archives/edgar/data/1603454/000164117225027025/0001641172-25-027025-index.htm
- Debt Financings
  Celcuity Inc. amended term loan of three new $40.0 million Term F Loans with Oxford Finance LLC maturing November 1, 2029.
  - Instrument: term loan
  - Principal: three new $40.0 million Term F Loans
  - Counterparty: Oxford Finance LLC
  - Maturity: November 1, 2029
  - Event: amendment
  source text: add three new $40.0 million Term F Loans (as defined in the Amended A&R Loan Agreement), which may only be drawn upon achievement of certain trailing three months’ product revenue thresholds
  evidence_url: https://www.sec.gov/Archives/edgar/data/1603454/000164117225027025/0001641172-25-027025-index.htm
- Debt Financings
  Celcuity Inc. amended term loan of replace the prior $45.0 million Term F Loan … with a new $150.0 million Term G Loan with Oxford Finance LLC maturing November 1, 2029.
  - Instrument: term loan
  - Principal: replace the prior $45.0 million Term F Loan … with a new $150.0 million Term G Loan
  - Counterparty: Oxford Finance LLC
  - Maturity: November 1, 2029
  - Event: amendment
  source text: replace the prior $45.0 million Term F Loan (as defined in the A&R Loan Agreement) with a new $150.0 million Term G Loan (as defined in the Amended A&R Loan Agreement)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1603454/000164117225027025/0001641172-25-027025-index.htm
- Equity Issuances
  Celcuity Inc. issued 50,537 shares of warrant to Innovatus, Oxford, and certain of its affiliates.
  - Security: warrant
  - Shares: 50,537 shares
  - Purchaser: Innovatus, Oxford, and certain of its affiliates
  source text: the Company issued warrants to purchase an aggregate of 50,537 shares of the Company’s common stock to Innovatus, Oxford, and certain of its affiliates (the “Warrants”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1603454/000164117225027025/0001641172-25-027025-index.htm

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