Celcuity Inc. — fact timeline

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.

“The issuance of $575,000,000 aggregate principal amount of the Notes was completed on June 8, 2026.”

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).

“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”).”

Charles (Chip) R. Romp was appointed as Director at Celcuity Inc..

“On February 11, 2026, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “N&CG Committee”), voted to increase the size of the Board from seven members to eight members and to appoint Charles (Chip) R. Romp as a new director to fill the resulting vacancy, effective immediately, for a term extending through the date of the Company’s 2026 Annual Meeting of Stockholders and the election of his successor, or his earlier death, resignation or removal.”

Celcuity Inc. shareholders approved Approval of the Restated ESPP.

“Approval of the Restated ESPP: For: Against: Abstain: Broker Non-Votes: 35,067,849 2,623,058 15,304 3,622,556”

Celcuity Inc. shareholders approved Approval of the 2026 Plan.

“Approval of the 2026 Plan: For: Against: Abstain: Broker Non-Votes: 28,691,350 9,002,785 12,076 3,622,556”

Celcuity Inc. shareholders approved Advisory vote on compensation of named executive officers.

“Approval, on an advisory basis, of the Company's named executive officer compensation: For: Against: Abstain: Broker Non-Votes: 35,835,588 1,846,980 23,643 3,622,556”

Celcuity Inc. shareholders approved Ratification of the appointment of Boulay PLLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 at the 2026-12-31 meeting.

“Ratification of the appointment of Boulay PLLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026: For: Against: Abstain: Broker Non-Votes: 40,931,291 377,611 19,865 0”

Celcuity Inc. shareholders approved Election of eight nominees to the Board of Directors.

“The voting results for each such matter were as follows: 1. Election of directors: Nominee: For: Withheld: Broker Non-Votes: Richard E. Buller 34,066,928 3,639,283 3,622,556 David F. Dalvey 31,918,122 5,788,089 3,622,556 Leo T. Furcht 32,048,504 5,657,707 3,622,556 Lance G. Laing 37,637,240 68,971 3,622,556 Polly A. Murphy 34,360,198 3,346,013 3,622,556 Richard J. Nigon 37,298,500 407,711 3,622,556 Charles R. Romp 37,672,258 33,953 3,622,556 Brian F. Sullivan 37,168,080 538,131 3,622,556”

Celcuity Inc. reported first quarter ended March 31, 2026 results: net income Net loss for the first quarter of 2026 was $52.8 million, or $0.97 per share, EPS or $0.97 per share.

“Net loss for the first quarter of 2026 was $52.8 million, or $0.97 per share, compared to a net loss of $37.0 million, or $0.86 per share, for the first quarter of 2025.”

Celcuity Inc. reported financial results for the fourth quarter and fiscal year ended December 31, 2025.

“On March 25, 2026, Celcuity Inc. (the “Company”) issued a press release regarding the Company’s financial results for the fourth quarter and fiscal year ended December 31, 2025.”

Celcuity Inc. issued 50,537 shares of warrant to Innovatus, Oxford, and certain of its affiliates.

“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”)”

Celcuity Inc. amended credit facility with Oxford Finance LLC maturing extend the maturity date of the term loans to November 1, 2029.

“greement”) with Oxford Finance LLC, a Delaware limited liability company (“Oxford”), as collateral agent and a lender,”

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.

“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)”

Celcuity Inc. amended term loan of three new $40.0 million Term F Loans with Oxford Finance LLC maturing November 1, 2029.

“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”

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.

“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”

Celcuity Inc. incurred term loan of $30.0 million Term D Loan with Oxford Finance LLC maturing November 1, 2029.

“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)”

Celcuity Inc. incurred senior notes of $201,250,000 aggregate principal amount of Notes with U.S. Bank Trust Company, National Association, as trustee at 2.750% per year maturing August 1, 2031.

“The issuance of $201,250,000 aggregate principal amount of Notes was completed on August 1, 2025.”

Celcuity Inc.: Approval of an amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock from 65,000,000 to 95,000,000 (effective 2024-10-07).

“On October 7, 2024, Celcuity Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) at which the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the authorized number of shares of the Company’s Common Stock from 65,000,000 to 95,000,000 (the “Authorized Share Increase”). The Authorized Share Increase had previously been approved, subject to stockholder approval, by the Company’s Board of Directors. On October 7, 2024, the Company filed a certificate of amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Delaware Secretary of State to effect the Authorized Share Increase, which became effective immediately upon its filing.”

Celcuity Inc. reported the first quarter ended March 31, 2024 results: net income Net loss for the first quarter of 2024 was $21.6 million, or $0.64 loss per share, EPS $0.64 loss per share.

“Celcuity Inc. (the “Company”) issued a press release regarding the Company’s financial results for the first quarter ended March 31, 2024.”

Celcuity Inc. shareholders approved Recommendation, on a non-binding and advisory basis, of a one-year frequency of votes on named executive officer compensation.

“Recommendation, on a non-binding and advisory basis, of a one-year frequency of votes on named executive officer compensation. 1 year 2 years 3 years Abstain Broker Non-Votes: 18,867,130 244,059 15,194 2,154 3,786,336”

Celcuity Inc. shareholders approved Election of director nominee: Brian F. Sullivan.

“erms of the 2017 Plan, as so amended, are set forth in the Company’s definitive proxy statement relating to the Annual Meeting”

Celcuity Inc. shareholders approved Election of director nominee: Richard J. Nigon.

“erms of the 2017 Plan, as so amended, are set forth in the Company’s definitive proxy statement relating to the Annual Meeting”

Celcuity Inc. shareholders approved Election of director nominee: Polly A. Murphy.

“erms of the 2017 Plan, as so amended, are set forth in the Company’s definitive proxy statement relating to the Annual Meeting”

Celcuity Inc. shareholders approved Election of director nominee: Lance G. Laing.

“erms of the 2017 Plan, as so amended, are set forth in the Company’s definitive proxy statement relating to the Annual Meeting”

Celcuity Inc. shareholders approved Election of director nominee: Leo T. Furcht.

“erms of the 2017 Plan, as so amended, are set forth in the Company’s definitive proxy statement relating to the Annual Meeting”

Celcuity Inc. shareholders approved Election of director nominee: David F. Dalvey.

“erms of the 2017 Plan, as so amended, are set forth in the Company’s definitive proxy statement relating to the Annual Meeting”

Celcuity Inc. shareholders approved Election of director nominee: Richard E. Buller.

“erms of the 2017 Plan, as so amended, are set forth in the Company’s definitive proxy statement relating to the Annual Meeting”

Celcuity Inc. amended credit facility of up to $75.0 million with Innovatus Life Sciences Lending Fund I, L.P..

“Amendment, shall be collectively referred to herein as the “Amended Loan Agreement”). As previously disclosed, the Amended Loan Agreement may provide the Company with up to $75.0 million through funding of up to five term loans. Funding of the first $15.0 million term loan occurred on April 8, 2021 in connection with entering into the original Loan”

Celcuity Inc. amended Second Amendment with Innovatus Life Sciences Lending Fund I, L.P. (effective 2024-03-29).

“On March 29, 2024, Celcuity Inc. (the “Company”) entered into a Second Amendment (the “Second Amendment”) to its existing Loan and Security Agreement (the “Loan Agreement”), dated April 8, 2021, between the Company and Innovatus Life Sciences Lending Fund I, L.P., a Delaware limited partnership (“Innovatus")”

Celcuity Inc. reported the fourth quarter and fiscal year ended December 31, 2023 results: net income Net loss for the fourth quarter of 2023 was $18.8 million, or $0.65 loss per share, compared to a net loss of $11.6 mill, EPS $0.65 loss per share.

“Celcuity Inc. (Nasdaq: CELC), a clinical-stage biotechnology company pursuing development of targeted therapies for oncology, today announced financial results for the fourth quarter and full year ended December 31, 2023”

Celcuity Inc. reported the third quarter ended September 30, 2023 results: net income $18.4 million, EPS $0.83 loss per share.

“Net loss for the third quarter of 2023 was $18.4 million, or $0.83 loss per share, compared to a net loss of $10.9 million, or $0.75 loss per share, for the third quarter of 2022.”

Celcuity Inc. entered into Registration Rights Agreement with the Investors (effective 2023-10-18).

“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”

Celcuity Inc. entered into Securities Purchase Agreement with certain investors valued at approximately $50 million (effective 2023-10-18).

“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”

Celcuity Inc. reported second quarter ended June 30, 2023 results: net income $14.6 million, or $0.66 loss per share, EPS $0.66 loss per share.

“Net loss for the second quarter of 2023 was $14.6 million, or $0.66 loss per share, compared to a net loss of $10.0 million, or $0.67 loss per share, for the second quarter of 2022.”

Celcuity Inc. reported first quarter ended March 31, 2023 results: net income Net loss for the first quarter of 2023 was $11.9 million, EPS $0.55 loss per share.

“Net loss for the first quarter of 2023 was $11.9 million, or $0.55 loss per share, compared to a net loss of $7.9 million, or $0.53 loss per share, for the first quarter of 2022.”

Celcuity Inc. shareholders approved Election of seven nominees to the Company's Board of Directors at the 2023-05-12 meeting.

“At the Annual Meeting: 1. Stockholders elected seven nominees to the Company's Board of Directors to hold office until the next annual meeting and until their successors are duly elected and qualified; 2. Stockholders ratified the appointment of Boulay PLLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023; 3. Stockholders approved, on a non-binding and advisory basis, the compensation of the Company's named executive officers; and 4. Stockholders approved a 1,500,000 share increase in the number of shares authorized under the 2017 Plan.”

Celcuity Inc. reported the fiscal year ended December 31, 2022 results: net income $40.4 million, EPS $2.64 loss per share.

“Net loss for the full year 2022 was $40.4 million, or $2.64 loss per share”

Celcuity Inc. reported the fourth quarter ended December 31, 2022 results: net income $11.6 million, EPS $0.69 loss per share.

“Net loss for the fourth quarter of 2022 was $11.6 million, or $0.69 loss per share”

Celcuity Inc. amended Fourth Amendment to Lease with West Glen Development I, LLC (effective 2023-03-13).

“On March 13, 2023, Celcuity Inc. (the “ Company ”), entered into a Fourth Amendment to Lease (the “ Lease Amendment ”) with West Glen Development I, LLC (“ Landlord ”) that amends that certain Commercial Lease agreement dated September 28, 2017, and amended by that certain First Amendment to Lease dated July 28, 2020 and that certain Second Amendment to Lease dated July 19, 2021 and that certain Third Amendment to Lease dated July 27, 2022 by and between the Company and Landlord (the Commercial Lease, together with the First Amendment and the Second Amendment and the Third Amendment shall be referred to as the “ Lease Agreement ”).”

Celcuity Inc. incurred term loan of $20.0 million with Innovatus Life Sciences Lending Fund I, L.P. at at a rate equal to the sum of the greater of (i) the prime rate or (ii) 3.25%, p maturing April 8, 2027.

“On December 22, 2022, Celcuity Inc. (the “Company”) closed on a $20.0 million term loan (the “Term B Loan”) from Innovatus Life Sciences Lending Fund I, L.P., a Delaware limited partnership (“Innovatus”), pursuant to a Loan and Security Agreement, dated April 8, 2021 (the “Loan Agreement”), as amended by that First Amendment to Loan and Security Agreement, dated August 9, 2022 (the “Amendment and collectively with the Loan Agreement, the “Amended Loan Agreement”).”

Celcuity Inc. reported the third quarter ended September 30, 2022 results: net income $10.9 million, or $0.75 loss per share, EPS $0.75 loss per share.

“Net loss for the third quarter of 2022 was $10.9 million, or $0.75 loss per share, compared to a net loss of $6.0 million, or $0.41 loss per share, for the third quarter of 2021.”

Polly Murphy was elected as Director at Celcuity Inc..

“On September 12, 2022, the Board of Directors (the “Board”) of the Company, voted to increase the size of the Board from six members to seven members and to elect Polly Murphy, D.V.M., Ph.D. as a new director to fill the resulting vacancy.”