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Item 5. Market for Registrant’s Common Equity

2022-03-23 compared with 2021-02-16 · 35 added, 50 removed, 6 unchanged (93% of the section changed)

Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Price Information

Our common stock has been listed on The Nasdaq Capital Market under the symbol "CELC" since September 20, 2017.

As of February 1, 2021, there were approximately 49 holders of record of our common stock.

The actual number of holders of common stock is greater than this number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and nominees.

The number of holders of record also does not include stockholders whose shares may be held in trust by other entities.

We have never declared or paid any cash dividends on our common stock.

We currently intend to retain our future earnings, if any, to finance the operation and expansion of our business.

Price Information

common stock has been listed on The Nasdaq Capital Market under the symbol “CELC” since September 20, 2017.

of March 15, 2022, there were approximately 43 holders of record of our common stock.

The actual number of holders of common stock is

greater than this number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street name

by brokers and nominees.

The number of holders of record also does not include stockholders whose shares may be held in trust by other

have never declared or paid any cash dividends on our common stock.

We currently intend to retain our future earnings, if any, to finance

the operation and expansion of our business.

We do not expect to pay cash dividends on our common stock in the foreseeable future.

Payment of future cash dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, outstanding indebtedness and plans for expansion and restrictions imposed by lenders, if any.

Recent Sales of Unregistered Securities

Issuer Purchases of Equity Securities

Equity Compensation Plan Information

The information required by this Item concerning equity compensation plans is incorporated herein by reference from Part III, Item 11 of this Annual Report.

Use of Proceeds from Registered Securities

On September 22, 2017, we issued and sold 2,760,000 shares of our common stock in the IPO at a public offering price of $9.50 per share, for aggregate gross proceeds of $26.2 million.

All of the shares issued and sold in the IPO were registered under the Securities Act pursuant to a Registration Statement on Form S-1 (File No.

of future cash dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including

our financial condition, operating results, current and anticipated cash needs, outstanding indebtedness and plans for expansion and

restrictions imposed by lenders, if any.

Sales of Unregistered Securities

information required by this Item is incorporated herein by reference from Item 3.02 of the Company’s Current Report on Form 8-K filed

with the SEC on April 8, 2021.

Purchases of Equity Securities

Compensation Plan Information

information required by this Item concerning equity compensation plans is incorporated herein by reference from Part III, Item 11 of

this Annual Report.

of Proceeds from Registered Securities

September 22, 2017, we issued and sold 2,760,000 shares of our common stock in the IPO at a public offering price of $9.50 per share,

for aggregate gross proceeds of $26.2 million.

All of the shares issued and sold in the IPO were registered under the Securities Act

pursuant to a Registration Statement on Form S-1 (File No.

333-220128), which was declared effective by the SEC on September 19, 2017.

1 unchanged sentence

The offering terminated on September 22, 2017.

The net offering proceeds to us, after deducting underwriting discounts of approximately $1.8 million and offering expenses paid by us totaling approximately $1.1 million, were approximately $23.3 million.

No offering expenses were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning 10.0% or more of any class of our equity securities or to any other affiliates.

At December 31, 2020, the net proceeds from our IPO were held in a diversified portfolio of bank deposits and government money market funds.

All investments are highly liquid, with liquidity and capital preservation being the primary investment objectives.

There has been no material change in our planned uses of the net proceeds from those described in the Prospectus dated September 19, 2017.

From the Effective Date through December 31, 2020, we have used approximately $12.3 million in furtherance of our planned use of proceeds, which includes funding additional research and development for discovery of new cancer sub-types and development and validation of new CELsignia tests;

clinical trials to support clinical claims;

net offering proceeds to us, after deducting underwriting discounts of approximately $1.8 million and offering expenses paid by us totaling

approximately $1.1 million, were approximately $23.3 million.

No offering expenses were paid directly or indirectly to any of our directors

or officers (or their associates) or persons owning 10.0% or more of any class of our equity securities or to any other affiliates.

December 31, 2021, the net proceeds were used in furtherance of our planned use of proceeds, which includes funding additional

research and development for discovery of new cancer sub-types and development and validation of new CELsignia tests;

clinical trials

to support clinical claims;

development of operational processes and capital expenditures;

and working capital and other general corporate purposes.

Selected Financial Data

The following tables present, as of the dates and for the years indicated, our selected historical financial data, as indicated therein.

The statement of operations data for the years ended December 31, 2020 and 2019 and the balance sheet data as of December 31, 2020 and 2019 are derived from our audited financial statements that are included elsewhere in this Annual Report.

Our historical results are not indicative of the results to be expected in the future.

You should read this information together with our financial statements and the related notes, as well as Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report.

Celcuity Inc.

Statements of Operations

Years Ended December 31,

Operating expenses:

Research and development

General and administrative

Total operating expenses

Loss from operations

Other income (expense)

Interest expense

Interest income

Other income, net

Net loss before income taxes

Income tax benefits

$ (9,474,175 )

$ (7,359,364 )

Net loss per share, basic and diluted

Weighted average common shares outstanding, basic and diluted

As of December 31,

Balance Sheet Data:

Total liabilities

Total stockholders' equity

and working capital and other general corporate

As of December 31, 2021, all proceeds from the IPO have been utilized.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity