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Item 8. Financial Statements and Supplementary Data

2022-03-23 compared with 2021-02-16 · 740 added, 422 removed, 90 unchanged (93% of the section changed)

Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Celcuity Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Celcuity Inc.

(the Company) as of December 31, 2020 and 2019 and the related statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

of Celcuity Inc.

on the Financial Statements

have audited the accompanying balance sheets of Celcuity, Inc.

(the Company) as of December 31, 2021 and 2020, and the related statements

of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31,

2021, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations

and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with accounting principles generally

accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Boulay PLLP

We have served as the Company’s auditor since 2017.

Minneapolis, Minnesota

February 16, 20 21

Celcuity Inc.

Balance Sheets

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

have served as the Company’s auditor since 2017.

FINANCIAL INFORMATION

Financial Statements

and cash equivalents

transaction costs

tax receivable

current assets

Cash and cash equivalents

Deferred transaction costs

Payroll tax receivable

Prepaid assets

Total current assets

Property and equipment, net

Operating lease right-of-use assets

Liabilities and Stockholders' Equity:

and equipment, net

lease right-of-use assets

and Stockholders’ Equity:

lease liabilities

current liabilities

Accounts payable

Finance lease liabilities

Operating lease liabilities

Accrued expenses

Total current liabilities

Finance lease liabilities

Operating lease liabilities

Total Liabilities

Stockholders' Equity:

Preferred stock, $ 0.001 par value:

lease liabilities

payable, non-current

Stockholders’

Preferred stock,

$ 0.001 par value:

2,500,000 shares authorized;

0 shares issued and outstanding as of December 31, 2021 and December 31, 2020

Common stock, $ 0.001 par value:

Common stock, $ 0.001

25,000,000 shares authorized;

10,299,822 and 10,253,988 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively

Additional paid-in capital

Accumulated deficit

14,918,887 and 10,299,822 shares issued and outstanding as of December 31, 2021 and December

31, 2020, respectively

paid-in capital

( 55,926,847 )

( 26,321,581 )

Total Stockholders' Equity

Total Liabilities and Stockholders' Equity

See accompanying notes to the financial statements

Celcuity Inc.

Statements of Operations

Years Ended December 31,

Stockholders’ Equity

Liabilities and Stockholders’ Equity

accompanying notes to the financial statements

of Operations

Ended December 31,

and development

and administrative

operating expenses

Research and development

General and administrative

Total operating expenses

Loss from operations

from operations

( 28,355,915 )

( 9,556,164 )

Other income (expense)

Interest expense

Interest income

Other income, net

Net loss before income taxes

income (expense)

( 1,262,350 )

on sale of fixed assets

income (expense), net

( 1,249,351 )

Income tax benefits

loss before income taxes

( 29,605,266 )

( 9,474,175 )

Net loss per share, basic and diluted

Weighted average common shares outstanding, basic and diluted

Celcuity Inc.

Statements of Changes in Stockholders' Equity

Balance at December 31, 2018

$ ( 29,605,266 )

$ ( 9,474,175 )

loss per share, basic and diluted

average common shares outstanding, basic and diluted

accompanying notes to the financial statements

of Changes in Stockholders’ Equity

at December 31, 2019

$ ( 16,847,406 )

stock purchases

Exercise of common stock warrants

Stock-based compensation

Exercise of common stock options, net of shares withheld for exercise price

Employee stock purchases

Exercise of common stock warrants, shares

Exercise of common

stock options, net of shares withheld for exercise price

Exercise of common

stock options, net of shares withheld for exercise price, shares

of common stock upon closing of follow-on offerings, net of underwriting discounts and offering costs

of common stock upon closing of follow-on offerings, net of underwriting discounts and offering costs, shares

of common stock in an at-the-market (“ATM”) offering

costs associated with ATM offering

of common stock warrants, note payable

of common stock, licensing agreement

of common stock, licensing agreement, shares

( 9,474,175 )

Balance at December 31, 2019

at December 31, 2020

( 26,321,581 )

Stock-based compensation

Employee stock purchases

Issuance of common stock in an at-the-market ("ATM") offering

Issuance costs associated with ATM offering

stock purchases

Exercise of common

stock warrants

Exercise of common

stock options, net of shares withheld for exercise price

of common stock upon closing of follow-on offerings, net of underwriting discounts and offering costs

of common stock in an at-the-market (“ATM”) offering

costs associated with ATM offering

of common stock warrants, note payable

of common stock, licensing agreement

( 29,605,266 )

Balance at December 31, 2020

at December 31, 2021

$ 124,622,405

See accompanying notes to the financial statements

Celcuity Inc.

Statements of Cash Flows

Years Ended December 31,

Cash flows from operating activities:

$ ( 55,926,847 )

accompanying notes to the financial statements

of Cash Flows

Ended December 31,

flows from operating activities:

$ ( 29,605,266 )

Adjustments to reconcile net loss to net cash used for operations:

Stock-based compensation

Non-cash interest income, net of cash received

Changes in operating assets and liabilities:

Payroll tax receivable

Prepaid assets and deposits

Accounts payable

Accrued expenses

Non-cash operating lease, net

Net cash used for operating activities

$ ( 9,474,175 )

to reconcile net loss to net cash used for operations:

of common stock, licensing agreement

of debt issuance costs and discount

on sale of fixed assets

in operating assets and liabilities:

tax receivable

assets and deposits

operating lease, net

cash used for operating activities

( 20,311,940 )

Cash flows from investing activities:

Proceeds from sale of investments

Purchases of property and equipment

Net cash provided by (used for) investing activities

Cash flows from financing activities:

Proceeds from exercise of common stock warrants

Proceeds from exercise of employee stock options

Proceeds from employee stock purchases

Gross proceeds from an ATM offering

Payments for secondary registration statement costs

Payments for finance leases

Net cash provided by financing activities

Net change in cash and cash equivalents

( 7,145,689 )

Cash and cash equivalents:

Beginning of period

End of period

Supplemental disclosures of non-cash investing and financing activities:

Property and equipment included in accounts payable

See accompanying notes to the financial statements

CELCUITY INC.

NOTES TO FINANCIAL STATEMENTS

Nature of Business

Celcuity Inc., a Delaware corporation (the “Company”), is a clinical stage biotechnology company translating discoveries of new cancer sub-types into pioneering companion diagnostics and expanded therapeutic options for cancer patients.

The Company’s 3rd generation diagnostic platform, CELsignia, analyzes living tumor cells to untangle the complexity of the cellular activity driving a patient’s cancer.

This allows the Company to discover new cancer sub-types molecular diagnostics cannot detect.

The Company is driven to improve outcomes for patients and to transform how pharmaceutical companies define the patient populations for their targeted therapies.

The Company’s proprietary CELsignia diagnostic platform is currently the only commercially ready technology the Company is aware of that uses a patient’s living tumor cells to evaluate the functional status of the cell signaling pathways associated with cancer.

flows from investing activities:

of property and equipment

from sale of property and equipment

cash used for investing activities

flows from financing activities:

from exercise of common stock warrants

from exercise of employee stock options

from employee stock purchases

from follow-on offering, net of underwriting discounts and offering costs

from note payable, net of debt issuance costs and discount of $ 652,061

proceeds from an ATM offering

for secondary registration statement costs

for finance leases

cash provided by financing activities

change in cash and cash equivalents

( 7,097,091 )

and cash equivalents:

disclosure of cash flow information:

disclosures of non-cash investing and financing activities:

statement costs included in accounts payable

and equipment included in accounts payable

of common stock warrants and final fee recognized as discount to note payable

accompanying notes to the financial statements

TO FINANCIAL STATEMENTS

Inc., a Delaware corporation (the “Company”), is a clinical-stage biotechnology company seeking to extend the lives of cancer

patients by pursuing an integrated therapeutic and companion diagnostic strategy.

The company’s therapeutic efforts are focused

on in-licensing and developing molecularly targeted therapies that address the same cancer driver its companion diagnostics can identify.

Its CELsignia companion diagnostic platform is uniquely able to analyze live patient tumor cells to identify new groups of cancer patients

likely to benefit from already approved targeted therapies.

The Company was co-founded in 2012 by Brian F.

2 unchanged sentences

The Company has not generated any revenues to date.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.

July 1, 2021, the Company completed a follow-on offering whereby it sold 2,250,000 shares of common stock at a public offering price

of $ 25.00 per share.

The aggregate gross proceeds from the sale of shares in the follow-on offering was approximately $ 56.3 million before

deducting underwriting discounts of approximately $ 3.4 million and offering expenses of approximately $ 0.1 million.

February 26, 2021, the Company completed a follow-on offering whereby it sold 1,971,100 shares of common stock (including 257,100 shares

of common stock in connection with the full exercise of the underwriters’ option to purchase additional shares) at a public offering

price of $ 14.00 per share.

The aggregate gross proceeds from the sale of shares in the follow-on offering, including the sale of shares

pursuant to the full exercise of the underwriters’ option to purchase additional shares, was approximately $ 27.6 million before

deducting underwriting discounts of approximately $ 1.6 million and offering expenses of approximately $ 0.2 million.

Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements

of Presentation

accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States

GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Operating results for the year ended December 31, 2021 are not necessarily indicative of results to be expected for any future year.

Accounting Estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with U.S.

Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

uses estimates and assumptions in preparing these financial statements in accordance with U.S.

Those estimates and assumptions

affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues

and expenses.

Actual results could differ from those estimates and the difference could be significant.

Significant items subject to such estimates and assumptions include the valuation of stock-based compensation and prepaid or accrued clinical trial costs.

Cash and Cash Equivalents

The Company maintains its accounts primarily at one financial institution.

At times throughout the year, the Company’s cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation.

At December 31, 2020 and December 31, 2019, the Company had $ 11,378,685 and $ 18,369,229 , respectively, in money market funds that are considered cash equivalents and not insured by the Federal Deposit Insurance Corporation.

Property and Equipment

Property and equipment are stated at cost.

Significant items subject to

such estimates and assumptions include the valuation of stock-based compensation and prepaid or accrued clinical trial costs.

and Cash Equivalents

Company maintains its accounts at one financial institution.

At times throughout the year, the Company’s cash balances may exceed

amounts insured by the Federal Deposit Insurance Corporation.

At December 31, 2021 and December 31, 2020, the Company had $ 83,286,381

and $ 11,378,685 , respectively, in money market funds that are considered cash equivalents and not insured

by the Federal Deposit Insurance Corporation.

and Equipment

and equipment are stated at cost.

Depreciation is provided over estimated useful lives using the straight-line method.

Maintenance and repairs are expensed as incurred;

Maintenance and

repairs are expensed as incurred;

major improvements and betterments are capitalized.

Estimated useful lives of property and equipment are as follows for the major classes of assets:

Asset Description

Estimated Lives

Furniture and Equipment

Leasehold Improvements

Long-Lived Assets

Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value.

If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value.

Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary.

Deferred Transaction Costs

Deferred transaction costs primarily consist of legal fees, SEC filing fees and other fees relating to the Company’s Registration Statement on Form S-3 filed on September 21, 2018.

The deferred transaction costs were capitalized as incurred and were offset against proceeds from the sale of shares of common stock pursuant to the ATM Agreement.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders.

useful lives of property and equipment are as follows for the major classes of assets:

of Estimated Useful Lives of Property and Equipment

and Equipment

assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying

amount of an asset may not be recoverable.

If circumstances require a long-lived asset or asset group be tested for possible impairment,

the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value.

carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized

to the extent that the carrying value exceeds its fair value.

Fair value is determined through various valuation techniques including

discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary.

Transaction Costs

transaction costs primarily consist of legal fees and SEC filing fees related to the Company’s Registration Statement on Form S-3

filed on November 17, 2021 and declared effective by the SEC on November 26, 2021.

The deferred transaction costs were capitalized as

incurred and will be offset against the proceeds from future securities offered by the Company for a period up to three years.

transaction costs will be reviewed periodically to assess the probability that future securities will be offered.

In the event that no

future offering will occur, any deferred transaction costs will be expensed.

Total costs incurred were $ 22,144 and $ 0 for years ended

December 31, 2021 and 2020, respectively.

Comprehensive

loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other

than those with stockholders.

For all periods presented, there was no difference between net loss and comprehensive loss.

Risks and Uncertainties

The Company is subject to risks common to companies in the development stage including, but not limited to, dependency on the clinical and commercial success of its diagnostic tests, ability to obtain regulatory approval of its diagnostic tests, the need for substantial additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians and consumers, and significant competition.

Fair Value of Financial Instruments

The Company’s accounting for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring or nonrecurring basis adheres to the Financial Accounting Standards Board (“FASB”) fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).

and Uncertainties

Company is subject to risks common to companies in the development stage including, but not limited to, dependency on the clinical and

commercial success of its initial drug product, gedatolisib, the clinical and commercial success of its diagnostic tests, ability to

obtain regulatory approval of its diagnostic tests, the need for substantial additional financing to achieve its goals, uncertainty of

broad adoption of its approved products, if any, by physicians and consumers, and significant competition.

Value of Financial Instruments

Company’s accounting for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the

financial statements on a recurring or nonrecurring basis adheres to the Financial Accounting Standards Board (“FASB”) fair

value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.

The hierarchy gives the highest priority

to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements

involving significant unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy are as follows:

Level 1 Inputs:

Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement date.

Level 2 Inputs:

Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 Inputs:

Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

The level in the fair value hierarchy within which a fair value measurement in its entirety falls, is based on the lowest level input that is significant to the fair value measurement in its entirety.

The carrying values of cash equivalents, accounts payable, accrued expenses and other financial working capital items approximate fair value at December 31, 2020 and December 31, 2019, due to the short maturity nature of these items.

The Company accounts for income taxes using the asset and liability method, as required by the accounting standard for income taxes.

Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss and tax credit carryforwards.

Deferred taxes are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred taxes of a change in tax rates is recognized in results of operations in the period that includes the enactment date.

The effects of any future changes in tax laws or rates have not been considered.

The Company regularly reviews deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets to reduce the carrying value if the Company does not consider it to be more likely than not that the deferred tax assets will be realized.

The Company recognizes the impact of an uncertain tax position in its financial statements if, in management's judgment, the position is more-likely-than-not sustainable upon audit based on the position's technical merits.

This involves the identification of potential uncertain tax positions, the evaluation of applicable tax laws and an assessment of whether a liability for an uncertain tax position is necessary.

Stock-Based Compensation

The Company’s stock-based compensation consists of stock options and restricted stock issued to certain employees and nonemployees of the Company and the Company’s 2017 Employee Stock Purchase Plan.

The Company recognizes compensation expense based on an estimated grant date fair value using the Black-Scholes option-pricing method.

If the factors change and different assumptions used, the Company’s stock-based compensation expense could be materially different in the future.

The Company recognizes stock-based compensation expense for these options on a straight-line basis over the requisite service period.

The Company has elected to account for forfeitures as they occur.

Research and Development

Research and development costs are expensed as incurred.

Research and development costs amounted to $ 7,683,522 for the year ended December 31, 2020 and $ 6,269,308 for the year ended December 31, 2019.

Clinical Trial Costs

The Company records prepaid assets or accrued expenses for prepaid or estimated clinical trial costs conducted by third-party service providers, which include the conduct of preclinical studies and clinical trials.

These costs can be a significant component of the Company’s research and development expenses.

The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with service agreements with its third-party service providers.

The Company makes significant judgments and estimates in determining the accrued liabilities balance in each reporting period.

As actual costs become known, the Company adjusts its prepaid assets or accrued expenses.

Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement

Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or

indirectly, for substantially the full term of the asset or liability.

Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not

available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement

level in the fair value hierarchy within which a fair value measurement in its entirety falls, is based on the lowest level input that

is significant to the fair value measurement in its entirety.

carrying values of cash equivalents, accounts payable, accrued expenses and other financial working capital items approximate fair value

at December 31, 2021 and December 31, 2020, due to the short maturity nature of these items.

Company accounts for income taxes using the asset and liability method, as required by the accounting standard for income taxes.

this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the

financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss

and tax credit carryforwards.

Deferred taxes are measured using enacted tax rates expected to apply to taxable income in the years in

which those temporary differences are expected to be recovered or settled.

The effect on deferred taxes of a change in tax rates is recognized

in results of operations in the period that includes the enactment date.

The effects of any future changes in tax laws or rates have

not been considered.

The Company regularly reviews deferred tax assets to assess their potential realization and establish a valuation

allowance for portions of such assets to reduce the carrying value if the Company does not consider it to be more likely than not that

the deferred tax assets will be realized.

Company recognizes the impact of an uncertain tax position in its financial statements if, in management’s judgment, the position

is more-likely-than-not sustainable upon audit based on the position’s technical merits.

This involves the identification of potential

uncertain tax positions, the evaluation of applicable tax laws and an assessment of whether a liability for an uncertain tax position

is necessary.

Company’s stock-based compensation consists of stock options and restricted stock issued to certain employees and nonemployees

of the Company and the Company’s 2017 Employee Stock Purchase Plan.

The Company recognizes compensation expense based on an estimated

grant date fair value using the Black-Scholes option-pricing method.

If the factors change and different assumptions are used, the Company’s

stock-based compensation expense could be materially different in the future.

The Company recognizes stock-based compensation expense

for these options on a straight-line basis over the requisite service period.

The Company has elected to account for forfeitures as they

and Development

and development costs are expensed as incurred.

Research and development costs amounted to $ 25,758,006 for the year ended December 31,

2021 and $ 7,683,522 for the year ended December 31, 2020.

Company records prepaid assets or accrued expenses for prepaid or estimated clinical trial costs conducted by third-party service providers,

which includes the conduct of preclinical studies and clinical trials.

These costs can be a significant component of the Company’s

research and development expenses.

The Company accrues for these costs based on factors such as estimates of the work completed and in

accordance with service agreements with its third-party service providers.

The Company makes significant judgments and estimates in determining

the accrued liabilities balance in each reporting period.

As actual costs become known, the Company adjusts its prepaid assets or accrued

The Company has not experienced any material differences between accrued costs and actual costs incurred.

However, the status and timing of actual services performed, number of patients enrolled, and the rate of patient enrollments may vary from the Company’s estimates, resulting in an adjustment to expense in future periods.

Changes in these estimates that result in material changes to the Company’s prepaid assets or accrued expenses could materially affect the Company’s results of operations.

The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions.

Application of New or Revised Accounting Standards

Pursuant to the JOBS Act, a company constituting an “emerging growth company” is, among other things, entitled to rely upon certain reduced reporting requirements.

The Company is an emerging growth company but has irrevocably elected not to take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards.

As a result, the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for public companies that are not emerging growth companies.

Recently Adopted Accounting Pronouncements

Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No.

2016-02, Leases (Topic 842), which requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance.

The original guidance required application on a modified retrospective basis with the earliest period presented.

In August 2018, the FASB issued ASU 2018-11, Targeted Improvements to ASC 842, which included an option to not restate comparative periods in transition and elect to use the effective date of ASC 842 as the date of initial application of transition, which the Company elected.

As a result of the adoption of ASC 842 on January 1, 2019, the Company recorded both operating lease right-of-use (“ROU”) assets of $ 356,539 and lease liabilities of $ 404,931 and eliminated deferred rent of $ 63,875 and prepaid rent of $ 15,483 .

The adoption of ASC 842 had no impact on the Company’s Statement of Operations and Statement of Cash Flows for the year ended December 31, 2019.

In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard which allowed the Company to carry forward the historical lease classification.

Additional information and disclosures required by this new standard are contained in Note 9.

Based on the Company’s cash and cash equivalents on hand at December 31, 2020 of $ 11,637,911 , the Company believes that its cash will be sufficient to fund the Company’s current operating plan through at least the next 12 months from the issuance date of this Annual Report.

However, the status

and timing of actual services performed, number of patients enrolled, and the rate of patient enrollments may vary from the Company’s

estimates, resulting in an adjustment to expense in future periods.

Changes in these estimates that result in material changes to the

Company’s prepaid assets or accrued expenses could materially affect the Company’s results of operations.

Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions.

of New or Revised Accounting Standards

to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), a company constituting an “emerging growth company”

is, among other things, entitled to rely upon certain reduced reporting requirements.

The Company is an emerging growth company but has

irrevocably elected not to take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or

revised accounting standards.

As a result, the Company will comply with new or revised accounting standards on the relevant dates on

which adoption of such standards is required for public companies that are not emerging growth companies.

Adopted Accounting Pronouncements

December 2019, the FASB issued ASU No.

2019-12 “Income Taxes:

Simplifying the Accounting for Income Taxes” intended to simplify

the accounting for income taxes by eliminating certain exceptions related to the approach for intra-period tax allocation, the methodology

for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside cost basis differences.

The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies

the accounting for transactions that result in a step-up in the tax basis of goodwill.

The standard is effective for annual periods beginning

after December 15, 2020 and interim periods within, with early adoption permitted.

Adoption of the standard requires certain changes

to be made prospectively, with some changes to be made retrospectively.

The Company adopted this standard on January 1, 2021 and it did

not have a significant impact on the Company’s consolidated financial statements and related disclosures.

August 2020, the FASB issued ASU No.

2020-06, Debt -– Debt with Conversion and other Options (Subtopic 470-20) and Derivatives

and Hedging -– Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in

an Entity’s Own Equity (““ASU 2020-06”“), which simplifies accounting for convertible instruments by removing

major separation models required under current U.S.

ASU 2020-06 removes certain settlement conditions that are required for equity

contracts to qualify for derivative scope exceptions and also simplifies the diluted earnings per share calculation in certain areas.

The standard is effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the

SEC, for fiscal years and interim periods within those fiscal years beginning after December 15, 2021.

For all other entities, the standard

will be effective for fiscal years beginning after December 15, 2023.

Early adoption is permitted, but no earlier than fiscal years beginning

after December 15, 2020, and adoption must be as of the beginning of the Company’s annual fiscal year.

The Company’s early

adoption of this accounting standard on April 8, 2021, in conjunction with the closing of a loan agreement, did not have an impact on

the Company’s financial statements and related disclosures.

on the Company’s cash and cash equivalents on hand at December 31, 2021 of $ 84,286,381 , the Company believes that its cash will

be sufficient to fund the Company’s current operating plan through at least the next 12 months from the issuance date of this Annual

Net Loss Per Common Share

Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding during the period.

For all periods presented, the common shares underlying the options and warrants have been excluded from the calculation because their effect would be anti-dilutive.

Therefore, the weighted-average shares outstanding used to calculate both basic and diluted loss per common share are the same.

For the years ended December 31, 2020 and 2019, potentially dilutive securities excluded from the computations of diluted weighted-average shares outstanding were options to purchase 849,949 and 585,215 shares of common stock, respectively, warrants to purchase 353,585 shares of common stock, and 15,686 and 0 shares of restricted common stock, respectively.

and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average

common shares outstanding during the period.

For all periods presented, the common shares underlying the options and warrants have been

excluded from the calculation because their effect would be anti-dilutive.

Therefore, the weighted-average shares outstanding used to

calculate both basic and diluted loss per common share are the same.

the years ended December 31, 2021 and 2020, potentially dilutive securities excluded from the computations of diluted weighted-average

shares outstanding were options to purchase 1,315,321 and 849,949 shares of common stock, respectively, warrants to purchase 377,652

and 353,585 shares of common stock, respectively, and 2,964 and 15,686 shares of restricted common stock, respectively.

Payroll Tax Receivable

The payroll tax receivable initially recorded in 2019, is the result of the Company’s utilization of research and development tax credits as authorized by the Path Act.

The balance at December 31, 2020 and December 31, 2019 was $ 190,000 .

payroll tax receivable was initially recorded in 2019.

It is the result of the Company’s utilization of research and development

tax credits as authorized by the Path Act.

The balance at December 31, 2021 was $ 298,764 and December 31, 2020 was $ 190,000 .

Prepaid Assets

Prepaid assets consisted of the following at December 31:

Directors & officers' insurance

assets consisted of the following at December 31:

of Prepaid Assets

& officers’ insurance

research & development

Property and Equipment

Property and equipment consisted of the following at December 31:

Leasehold improvements

Furniture and equipment

and equipment consisted of the following at December 31:

of Property and Equipment

and equipment

and equipment, Gross

Accumulated depreciation

( 1,508,300 )

Depreciation expense was $ 385,591 and $ 338,996 for the years ended December 31, 2020 and 2019, respectively.

( 1,205,484 )

expense was $ 303,235 and $ 385,591 for the years ended December 31, 2021 and 2020, respectively.

Accrued Expenses

Accrued expenses consisted of the following at December 31:

Accrued compensation

Employee Stock Purchase Plan

Operating and Finance Leases

The Company leases its corporate space in Minneapolis, Minnesota.

In September 2017, the Company entered into a non-cancelable operating lease agreement for building space.

The new lease commenced, and the Company moved to the facility in May 2018, in conjunction with the termination of its then existing lease.

expenses consisted of the following at December 31:

of Accrued Expenses

Stock Purchase Plan

and Finance Leases

Company leases its corporate space in Minneapolis, Minnesota.

In September 2017, the Company entered into a non-cancelable operating

lease agreement for building space.

The new lease commenced, and the Company moved to the facility in May 2018, in conjunction with the

termination of its then existing lease.

Rent expense is recorded on a straight-line basis over the lease term.

In July 2020 the Company signed an amendment to extend this lease through April 30, 2022.

The lease amendment provides for monthly rent, real estate taxes and operating expenses.

As a result of the lease amendment, the Company recorded an incremental $ 197,211 in the operating ROU asset and lease liability.

The lease agreement, as amended, includes the option to extend the term for one additional year.

The option to extend is at the Company’s discretion and because the Company has not determined if the option to extend will be exercised, the extended lease term is not included in the ROU assets and lease liabilities.

The Company regularly evaluates the renewal options and when it is reasonably certain of exercise, the Company will include the renewal period in its lease term.

In May 2018, the Company entered into a non-cancelable finance lease agreement for office equipment with a five-year term.

The underlying assets are included in furniture and equipment.

In July 2020 the Company

signed an amendment to extend this lease through April 30, 2022.

The lease amendment provides for monthly rent, real estate taxes and

operating expenses.

As a result of the lease amendment, the Company recorded an incremental $ 197,211 in the operating right-of-use (“ROU”)

asset and lease liability.

In July 2021, the Company signed the second amendment to extend this lease through April 30, 2023.

This amendment

provides for monthly rent, real estate taxes and operating expenses.

The Company recorded an incremental $ 193,517 in the operating right-of-use

(“ROU”) asset and lease liability pertaining to this amendment.

The second amendment also includes the option to extend the

term for one additional year.

The option to extend is at the Company’s discretion and because the Company has not determined if

the option to extend will be exercised, the extended lease term is not included in the ROU assets and lease liabilities.

regularly evaluates the renewal options and when it is reasonably certain of exercise, the Company will include the renewal period in

its lease term.

May 2018, the Company entered into a non-cancelable finance lease agreement for office equipment with a five-year term.

The underlying

assets are included in furniture and equipment.

The lease contains a bargain purchase option at the end of the lease.

When an implicit rate is not provided, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments.

Supplemental balance sheet information consisted of the following at December 31, 2020:

Operating Lease

Right-of-use assets

Operating lease liability

an implicit rate is not provided, the Company uses its incremental borrowing rate based on the information available at the lease commencement

date in determining the present value of the lease payments.

balance sheet information consisted of the following at December 31, 2021:

of Supplemental Balance Sheet Information Related to Leases

lease liability

short term portion

Long term portion

Finance Lease

Furniture and equipment

and equipment

Accumulated depreciation

Net book value of property and equipment under finance lease

Finance lease liability

book value of property and equipment under finance lease

lease liability

short term portion

Long term portion

Maturity analysis under lease agreements consisted of the following as of December 31, 2020:

Operating Leases

Finance Leases

Total minimum lease payments

analysis under lease agreements consisted of the following as of December 31, 2021:

Schedule of Maturity Analysis Under Lease Agreements

minimum lease payments

Present value discount

Less amount representing services

Present value of net minimum lease payments

Weighted Average

Operating lease

Finance lease

Lease costs for the year ended December 31:

Operating lease cost

Finance lease cost:

Variable lease cost

Supplemental cash flow information related to leases for the year ended December 31:

amount representing services

value of net minimum lease payments

costs for the years ended December 31:

Schedule of Lease Costs

Total lease cost

cash flow information related to leases for the years ended December 30:

Schedule of Supplemental Cash Flow Information Related to Leases

paid for amounts included in operating and finance leases:

cash outflow from operating leases

cash outflow from finance leases

cash paid for amounts included in operating and finance leases

Operating cash outflow from operating leases

Operating cash outflow from finance leases

Financing cash outflow from finance leases

Clinical Research Studies

In May 2017, the Company entered into an agreement with a clinical research organization to conduct a clinical research study.

The Company made payments of $ 100,000 and $ 50,000 in 2020 and 2019, respectively, and $ 550,000 prior to 2019.

Additional payments will be due as certain milestones are met and clinical sites are added.

The maximum amount of these additional payments is estimated to be approximately $ 2,620,000 over the course of the agreement.

In October 2018, the Company entered into an agreement with a biopharmaceutical company and a cancer research center to conduct a clinical research study.

The Company made payments of approximately $ 70,000 in 2019.

Additional payments of approximately $ 112,000 will be due as certain milestones are met.

In December 2020, the Company entered into an agreement with a biopharmaceutical company and a cancer research center to conduct a clinical research study.

The Company made zero payments in 2020.

Future payments of approximately $ 740,000 will be due as certain milestones are met.

In January 2021, the Company entered into an agreement with a biopharmaceutical company and a cancer research center to conduct a clinical research study.

Future payments of approximately $ 1,210,600 will be due as certain milestones are met.

Research Studies

Company enters into contracts in the normal course of business for clinical trials, preclinical studies, manufacturing and other services

and products for operating purposes.

The Company currently has five Phase 2 clinical trial agreements in place to evaluate targeted

therapies selected with one of our CELsignia tests.

The Company also has a license agreement in place with Pfizer to research, develop,

manufacture and commercialize gedatolisib.

In conjunction with the license agreement, the Company continued a Phase 1b study –

B2151009 related to gedatolisib.

These patients subsequently transitioned to an Expanded Access study – CELC-G-001.

Timing of milestone

payments related to the Phase 2 clinical trials are uncertain and the contracts generally provide for termination following a

certain period after notice, therefore the Company believes that non-cancelable obligations under the agreements are not material.

related to the Phase 1b study and the Expanded Access study are generally based on time and material.

Stockholders’ Equity

On June 5, 2020, the Company entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with B.

Riley FBR, Inc.

(the “Agent”).

Pursuant to the ATM Agreement, the Company may offer and sell from time to time, at its option, shares of common stock having an aggregate offering price of up to $ 10,000,000 , par value $ 0.001 per share (the “Placement Shares”), through the Agent.

The Placement Shares have been registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form S-3 (File No.

333-227466), which was originally filed with the SEC on September 21, 2018 and declared effective by the SEC on October 4, 2018, the base prospectus contained within the Registration Statement, and a prospectus supplement that was filed on June 5, 2020.

Sales of the Company’s common stock, if any, under this prospectus supplement may be made by any method deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.

During the year ended December 31, 2020, the Company sold 17,725 shares of common stock pursuant to the ATM Agreement, at an average selling price of $ 10.31 per share.

On September 15, 2017, in connection with its IPO, Celcuity LLC filed a certificate of conversion, whereby Celcuity LLC effected a corporate conversion from a Minnesota limited liability company to a Delaware corporation and changed its name to Celcuity Inc.

Pursuant to the conversion, units of membership interest in the limited liability company were converted into shares of common stock of the corporation at a conversion ratio of 40 units for one share of common stock.

September 15, 2017, in connection with its IPO, Celcuity LLC filed a certificate of conversion, whereby Celcuity LLC effected a corporate

conversion from a Minnesota limited liability company to a Delaware corporation and changed its name to Celcuity Inc.

Pursuant to the

conversion, units of membership interest in the limited liability company were converted into shares of common stock of the corporation

at a conversion ratio of 40 units for one share of common stock .

The Company had 257,604,208 units issued and outstanding as of September

After giving effect to the corporate conversion, the number of common shares outstanding as of such date was 6,440,139 .

As a result of the corporate conversion, accumulated deficit was reduced to zero on the date of the corporate conversion, and the corresponding amount was credited to additional paid-in capital.

The corporate conversion was approved by members holding a majority of the outstanding units of Celcuity LLC, and in connection with such conversion, the Company filed a certificate of incorporation and adopted bylaws.

The Company determined that the corporate conversion is equivalent to a change in the Company’s capital structure.

On September 22, 2017, the Company completed its IPO whereby it sold 2,760,000 shares of common stock at a public offering price of $ 9.50 per share.

The aggregate net proceeds received by the Company from the IPO were approximately $ 23.3 million, net of underwriting commissions of approximately $ 1.8 million and offering expenses of approximately $ 1.1 million.

Upon the closing of the IPO, 10,082,050 shares of common stock were outstanding, which included 881,911 shares of common stock issued as a result of the conversion of the Company’s convertible notes.

Shares of the Company’s common stock began trading on September 20, 2017 on The Nasdaq Capital Market under the symbol “CELC”.

On May 11, 2018, the Company filed an amendment to its certificate of incorporation with the Secretary of State of the State of Delaware to decrease the number of authorized shares of its common stock and preferred stock.

Pursuant to the Company’s amended certificate of incorporation, the Company is authorized to issue up to 25,000,000 shares of common stock, $ 0.001 par value per share and 2,500,000 shares of preferred stock, $ 0.001 par value per share.

At December 31, 2020 and 2019, the Company had 10,299,822 and 10,253,988 shares of common stock outstanding, respectively.

In connection with the 2016 private placement offering of units, the Company issued ten-year warrants to the placement agent of the private placement.

a result of the corporate conversion, accumulated deficit was reduced to zero on the date of the corporate conversion, and the corresponding

amount was credited to additional paid-in capital.

The corporate conversion was approved by members holding a majority of the outstanding

units of Celcuity LLC, and in connection with such conversion, the Company filed a certificate of incorporation and adopted bylaws.

Company determined that the corporate conversion is equivalent to a change in the Company’s capital structure.

September 22, 2017, the Company completed its IPO whereby it sold 2,760,000 shares of common stock at a public offering price of $ 9.50

The aggregate net proceeds received by the Company from the IPO were approximately $ 23.3 million, net of underwriting commissions

of approximately $ 1.8 million and offering expenses of approximately $ 1.1 million.

Upon the closing of the IPO, 10,082,050 shares of

common stock were outstanding, which included 881,911 shares of common stock issued as a result of the conversion of the Company’s

convertible notes.

Shares of the Company’s common stock began trading on September 20, 2017 on The Nasdaq Capital Market under

the symbol “CELC”.

May 11, 2018, the Company filed an amendment to its certificate of incorporation with the Secretary of State of the State of Delaware

to decrease the number of authorized shares of its common stock and preferred stock.

Pursuant to the Company’s amended certificate

of incorporation, the Company is authorized to issue up to 25,000,000 shares of common stock, $ 0.001 par value per share and 2,500,000

shares of preferred stock, $ 0.001 par value per share.

June 5, 2020, the Company entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with B.

Riley FBR, Inc.

(the “Agent”).

Pursuant to the ATM Agreement, the Company was able to offer and sell from time to time, at its option, shares

of common stock having an aggregate offering price of up to $ 10,000,000 , par value $ 0.001 per share (the “Placement Shares”),

through the Agent.

Placement Shares were registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form S-3 (File

333-227466), which was originally filed with the SEC on September 21, 2018 and declared effective by the SEC on October 4, 2018,

the base prospectus contained within the Registration Statement, and a prospectus supplement that was filed on June 5, 2020.

the Company’s common stock, if any, under this prospectus supplement were able to be made by any method deemed to be an “at

the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.

to the ATM Agreement, the company sold 3,082 shares of common stock at an average selling price of $ 12.64 per share in the year ended

December 31, 2021 and 17,725 shares of common stock at an average selling price of $ 10.31 per share in the year ended December 31, 2020.

February 23, 2021, in conjunction with the Company’s follow-on offering, the ATM Agreement was terminated.

February 26, 2021, the Company completed a follow-on offering whereby it sold 1,971,100 shares of common stock (including 257,100 shares

of common stock in connection with the full exercise of the underwriters’ option to purchase additional shares) at a public offering

price of $ 14.00 per share.

The aggregate gross proceeds from the sale of shares in the follow-on offering, including the sale of shares

pursuant to the full exercise of the underwriters’ option to purchase additional shares, was approximately $ 27.6 million before

deducting underwriting discounts of approximately $ 1.6 million and offering expenses of approximately $ 0.2 million.

April 8, 2021, in conjunction with entering into a license agreement with Pfizer to research, develop, manufacture and commercialize

gedatolisib, the Company issued to Pfizer $ 5.0 million of shares of the Company’s common stock pursuant to an Equity Grant Agreement.

The number of shares issued totaled 349,406 at a price of $ 14.31 .

July 1, 2021, the Company completed a follow-on offering whereby it sold 2,250,000 shares of common stock at a public offering price

of $ 25.00 per share.

The offering generated approximately $ 56.3 million before deducting underwriting discounts of approximately $ 3.4

million and offering expenses of approximately $ 0.1 million.

December 31, 2021 and 2020, the Company had 14,918,887 and 10,299,822 shares of common stock outstanding, respectively.

connection with the 2016 private placement offering of units, the Company issued ten-year warrants to the placement agent of the private

The warrants allow the placement agent to purchase up to 55,249 shares of common stock at $ 7.56 per share.

The warrants were immediately exercisable and expire on January 14, 2026 and May 2, 2026 .

These warrants are equity classified and the $ 330,607 fair value of the warrants is reflected as additional paid-in capital.

In connection with the private placement offering of convertible notes, the Company issued ten-year warrants to the placement agent to purchase 48,615 shares of common stock at a price of $ 8.42 per share.

The warrants were immediately exercisable and expire on April 28, 2027 and May 17, 2027 .

The warrants were

immediately exercisable and expire on January 14, 2026 and May 2, 2026 .

These warrants are equity classified and the $ 330,607 fair value

of the warrants is reflected as additional paid-in capital.

connection with the private placement offering of convertible notes, the Company issued ten-year warrants to the placement agent to purchase

48,615 shares of common stock at a price of $ 8.42 per share.

The warrants were immediately exercisable and expire on April 28, 2027 and

May 17, 2027 .

These warrants are equity classified and the $ 286,999 fair value of the warrants is reflected as additional paid-in-capital.

In addition, the Company granted the purchasers of the convertible notes the right to receive a seven-year warrant to purchase 131,675 shares of common stock at an exercise price equal to the conversion price of the convertible notes.

With the completion of the IPO on September 22, 2017, these warrants were issued.

addition, the Company granted the purchasers of the convertible notes the right to receive a seven-year warrant to purchase 131,675 shares

of common stock at an exercise price equal to the conversion price of the convertible notes.

With the completion of the IPO on September

22, 2017, these warrants were issued.

These warrants were immediately exercisable and expire on September 22, 2024 .

These warrants are equity classified and the $ 776,717 fair value of the warrants is reflected as additional paid-in-capital.

In connection with the IPO, the Company issued a five-year warrant to the underwriter.

The warrant allows the underwriter to purchase up to 138,000 shares of common stock at $ 10.45 per share.

These warrants are

equity classified and the $ 776,717 fair value of the warrants is reflected as additional paid-in-capital.

connection with the IPO, the Company issued a five-year warrant to the underwriter.

The warrant allows the underwriter to purchase up

to 138,000 shares of common stock at $ 10.45 per share.

This warrant was immediately exercisable and expires on September 19, 2022 .

This warrant is equity classified and the $ 784,111 fair value of the warrant is reflected as additional paid-in-capital.

At December 31, 2020 and 2019, the Company had warrants to purchase 353,585 shares of common stock outstanding, at a weighted average exercise price of $ 9.42 .

A total of 0 and 395 warrants were exercised in the years ended December 31, 2020 and 2019, respectively.

warrant is equity classified and the $ 784,111 fair value of the warrant is reflected as additional paid-in-capital.

connection with entering into a loan and security agreement with Innovatus Life Sciences Lending Fund I, LP, the Company issued a warrant

to Innovatus to purchase 26,042 shares of the Company’s common stock at an exercise price of $ 14.40 per share.

This warrant is

equity classified and the $ 289,839 fair value of the warrant was reflected as additional debt discount.

December 31, 2021 and 2020, the Company had warrants to purchase 377,652 and 353,585 shares of common stock outstanding, at a weighted

average exercise price of $ 9.76 and $ 9.42 , respectively.

A total of 1,975 and 0 warrants were exercised in the years ended December 31,

2021 and 2020, respectively.

Stock-Based Compensation

Equity Incentive Plan

The 2012 Equity Incentive Plan, as amended, was adopted by the Company’s board and approved by the members of Celcuity LLC on August 10, 2012.

2012 Equity Incentive Plan, as amended, was adopted by the Company’s board and approved by the members of Celcuity LLC on August

The Company reserved a maximum of 625,000 shares of common stock for issuance under the 2012 Equity Incentive Plan.

The 2012 Equity Incentive Plan provides for options, restricted stock awards, performance stock awards or stock bonuses.

The exercise price of each option granted under the 2012 Equity Incentive Plan is not less than 100% of the fair market value of one share on the date of grant.

Equity Incentive Plan provides for options, restricted stock awards, performance stock awards or stock bonuses.

The exercise price of

each option granted under the 2012 Equity Incentive Plan is not less than 100% of the fair market value of one share on the date of grant.

The maximum permitted term of options granted under the 2012 Equity Incentive Plan is ten years.

The Company’s board administers the 2012 Equity Incentive Plan and determines the provisions of incentive awards, including eligible recipients, number of shares subject to an incentive award, exercise price, vesting schedule, duration of an incentive award and other restrictions an incentive award may be subject to.

The 2012 Equity Incentive Plan was frozen on September 6, 2017 and any new awards will be issued under the terms of the 2017 Amended and Restated Stock Incentive Plan.

The Company’s board administers

the 2012 Equity Incentive Plan and determines the provisions of incentive awards, including eligible recipients, number of shares subject

to an incentive award, exercise price, vesting schedule, duration of an incentive award and other restrictions an incentive award may

be subject to.

The 2012 Equity Incentive Plan was frozen on September 6, 2017 and any new awards will be issued under the terms of the

2017 Amended and Restated Stock Incentive Plan.

Stock Incentive Plan

The 2017 Amended and Restated Stock Incentive Plan (the “2017 Plan”) was adopted by the Company’s board on September 6, 2017, became effective following the corporate conversion on September 15, 2017, and was approved by stockholders at the Company’s annual stockholder meeting on May 10, 2018.

The 2017 Plan was amended and approved by stockholders at the Company’s annual stockholder meeting on May 14, 2020.

2017 Amended and Restated Stock Incentive Plan (the “2017 Plan”) was adopted by the Company’s board on September 6,

2017, became effective following the corporate conversion on September 15, 2017, and was approved by stockholders at the Company’s

annual stockholder meeting on May 10, 2018.

The 2017 Plan was amended and approved by stockholders at the Company’s annual stockholder

meeting on May 14, 2020.

The Company initially reserved a maximum of 750,000 shares of common stock for issuance under the 2017 Plan.

The number of shares reserved for issuance was automatically increased by 102,540 shares on January 1, 2020 and will increase automatically on January 1 of each of 2021 through 2027 by the number of shares equal to 1.0% of the aggregate number of outstanding shares of Company common stock as of the immediately preceding December 31.

However, the Company’s board may reduce the amount of the increase in any particular year.

The 2017 Plan provides for options, restricted stock awards, stock appreciation rights, restricted stock units, performance awards and stock bonuses.

The exercise price of each option granted under the 2017 Plan is not less than 100% of the fair market value of one share on the date of grant.

The maximum permitted term of options granted under the 2017 Plan is ten years.

The 2017 Plan is generally administered by the compensation committee of the Company’s board, which has the authority to interpret the 2017 Plan, grant awards and make all other determinations necessary for the administration of the 2017 Plan.

The following table summarizes the activity for all stock options outstanding for the years ended December 31:

Weighted Average Exercise Price

Options outstanding at beginning of year

Forfeited/Expired

Balance at December 31

Options exercisable at December 31:

Weighted Average Grant Date Fair Value for Options Granted During the year:

The following table summarizes additional information about stock options outstanding and exercisable at December 31, 2020:

Options Outstanding

Options Exercisable

Options Outstanding

The number of shares reserved for issuance was automatically increased by 102,998 and 102,540 shares on January 1, 2021 and 2020, respectively

and will increase automatically on January 1 of each of 2022 through 2027 by the number of shares equal to 1.0% of the aggregate number

of outstanding shares of Company common stock as of the immediately preceding December 31.

However, the Company’s board may reduce

the amount of the increase in any particular year.

At the Annual Meeting held on May 12, 2021, the stockholders approved a one-time,

500,000 increase to the number of shares reserved for issuance under the 2017 Plan.

The 2017 Plan provides for options, restricted stock

awards, stock appreciation rights, restricted stock units, performance awards and stock bonuses.

The exercise price of each option granted

under the 2017 Plan is not less than 100% of the fair market value of one share on the date of grant.

The maximum permitted term of options

granted under the 2017 Plan is ten years.

The 2017 Plan is generally administered by the compensation committee of the Company’s

board, which has the authority to interpret the 2017 Plan, grant awards and make all other determinations necessary for the administration

of the 2017 Plan.

following table summarizes the activity for all stock options outstanding for the years ended December 31:

Schedule of Stock Options Activity

Average Exercise Price

outstanding at beginning of year

at December 31:

exercisable at December 31:

Average Grant Date Fair Value for options granted during the period:

following table summarizes additional information about stock options outstanding and exercisable at December 31, 2021:

Sechdule of Stock Options Outstanding

Average Remaining Contractual Life

Weighted Average

Exercise Price

Average Exercise Price

Intrinsic Value

1 unchanged sentence

Intrinsic Value

The Company recognized stock-based compensation expense for stock options of $ 1,668,859 and $ 990,839 for the years ended December 31, 2020 and 2019, respectively.

In May 2020, the Company modified the exercise price on 203,750 stock option awards to $ 5.10 , the closing market price on the Nasdaq Capital Market on May 14, 2020.

Company recognized stock-based compensation expense for stock options of $ 2,488,742 and $ 1,668,859 for the years ended December 31, 2021

and 2020, respectively.

In December 2021, the Company modified the exercise price on 311,000 stock option awards to $ 13.44 , the closing

market price on the Nasdaq Capital Market on December 15, 2021.

No director or officer awards were modified.

The effect on stock-based compensation for the year ended December 31, 2020 was approximately $ 83,000 .

The effect on stock-based compensation over the remaining service period will be approximately $136,000.

The Black-Scholes option-pricing model was used to estimate the fair value of equity-based awards with the following weighted-average assumptions for the years ended December 31:

Risk-free interest rate

.35 % - 1.66 %

1.42 % - 2.47 %

Expected volatility

73.3 % - 77.1 %

76.2 %- 80.0 %

Expected life (years)

Expected dividend yield

The inputs for the Black-Scholes valuation model require management’s significant assumptions.

Prior to the Company’s IPO, the price per share of common stock was determined by the Company’s board based on recent prices of common stock sold in private offerings.

Subsequent to the IPO, the price per share of common stock is determined by using the closing market price on the Nasdaq Capital Market on the grant date.

The effect on stock-based

compensation was $ 53,000 for the year ended December 31, 2021.

The effect on stock-based compensation over the remaining service period

will be approximately $ 344,000 .

In May 2020, the Company modified the exercise price on 203,750 stock option awards to $ 5.10 , the closing

market price on the Nasdaq Capital Market on May 14, 2020.

No director or officer awards were modified.

The effect on stock-based compensation

was $ 46,000 and $ 83,000 for the years ended December 31, 2021 and 2020, respectively.

The effect on stock-based compensation over the

remaining service period will be approximately $ 85,000 .

Black-Scholes option-pricing model was used to estimate the fair value of equity-based awards with the following weighted-average assumptions

for the years ended December 31:

Schedule of Fair Value Of Equity-based Awards Assumptions

interest rate

dividend yield

inputs for the Black-Scholes valuation model require management’s significant assumptions.

Prior to the Company’s initial

public offering, the price per share of common stock was determined by the Company’s board based on recent prices of common stock

sold in private offerings.

Subsequent to the initial public offering, the price per share of common stock is determined by using the

closing market price on the Nasdaq Capital Market on the grant date.

The risk-free interest rates are based on the rate for U.S.

Treasury securities at the date of grant with maturity dates approximately equal to the expected life at the grant date.

The expected life was based on the simplified method in accordance with SEC Staff Accounting Bulletin Nos.

The expected volatility was estimated based on historical volatility information of peer companies that are publicly available in combination with the Company’s calculated volatility since being publicly traded.

All assumptions used to calculate the grant date fair value of nonemployee options are generally consistent with the assumptions used for options granted to employees.

In the event the Company terminates any of its consulting agreements, the unvested options issued in connection with such agreements would also be cancelled.

Restricted stock awards were granted to two members of the Company’s board during the year ended December 31, 2020.

The Company had 15,686 and 0 shares of restricted stock outstanding as of December 31, 2020 and 2019, respectively, and 0 and 2,571 shares of restricted stock vested during the years ended December 31, 2020 and 2019.

The Company recognized stock-based compensation expense for restricted stock of $ 52,727 and $ 17,047 for the years ended December 31, 2020 and 2019, respectively.

The total remaining shares available for grant under the 2017 Plan is 198,922 .

Total unrecognized compensation cost related to stock options and restricted stock is estimated to be recognized as follows:

Total estimated compensation cost to be recognized

securities at the date of grant with maturity dates approximately equal to the expected life at the grant date.

The expected life is

based on the simplified method in accordance with the SEC Staff Accounting Bulletin Nos.

The expected volatility is estimated

based on historical volatility information of peer companies that are publicly available in combination with the Company’s calculated

volatility since being publicly traded.

assumptions used to calculate the grant date fair value of non-employee options are generally consistent with the assumptions used for

options granted to employees.

In the event the Company terminates any of its consulting agreements, the unvested options issued in connection

with the agreements would also be cancelled.

Company had 2,964 and 15,686 shares of restricted stock outstanding for the years ended December 31, 2021 and 2020, respectively, and

15,686 and 0 shares of restricted stock vested during the years ended December 31, 2021 and 2020, respectively.

The Company recognized

stock-based compensation expense for restricted stock of $ 80,150 and $ 52,727 for the years ended December 31, 2021 and 2020, respectively.

total remaining shares available for grant under the Company’s 2017 Plan as of December 31, 2021 was 288,756 .

unrecognized compensation cost related to stock options and restricted stock is estimated to be recognized as follows:

Schedule of Unrecognized Compensation Cost

estimated compensation cost to be recognized

Employee Stock Purchase Plan

The Company’s 2017 Employee Stock Purchase Plan (the “ESPP”) was adopted by the Company’s board on September 6, 2017 and approved by stockholders at the Company’s annual stockholder meeting on May 10, 2018.

The Company initially reserved a total of 100,000 shares for issuance under the ESPP.

The number of shares reserved for issuance was automatically increased by 51,270 shares on January 1, 2020 and will increase automatically on each subsequent January 1 by the number of shares equal to 0.5% of the total outstanding number of shares of Company common stock as of the immediately preceding December 31.

However, the Company’s board may reduce the amount of the increase in any particular year.

The total remaining shares available for issuance under the employee stock purchase plan as of December 31, 2020 is 112,211 .

The ESPP provides participating employees with an opportunity to purchase shares of the Company’s common stock at a discount through payroll deductions.

The ESPP is available to all employees unless they are employed for less than 20 hours per week or own 5% or more of the total combined voting power or value of the Company’s common stock.

The ESPP is administered using overlapping 24 month offering periods, referred to as an Offering Period.

Company’s 2017 Employee Stock Purchase Plan (the “ESPP”) was adopted by the Company’s board on September 6, 2017

and approved by stockholders at the Company’s annual stockholder meeting on May 10, 2018.

The Company initially reserved a total

of 100,000 shares for issuance under the ESPP.

The number of shares reserved for issuance was automatically increased by 51,499 and 51,270

shares on January 1, 2021 and 2020, respectively and will increase automatically on each subsequent January 1 by the number of shares

equal to 0.5% of the total outstanding number of shares of Company common stock as of the immediately preceding December 31.

the Company’s board may reduce the amount of the increase in any particular year.

The total remaining shares available for issuance

under the employee stock purchase plan as of December 31, 2021 is 150,223 .

ESPP provides participating employees with an opportunity to purchase shares of the Company’s common stock at a discount through

payroll deductions.

The ESPP is available to all employees unless they are employed for less than 20 hours per week or own 5% or more

of the total combined voting power or value of the Company’s common stock.

The ESPP is administered using overlapping 24 month

offering periods, referred to as an Offering Period.

Each Offering Period has four six-month purchase periods.

A new Offering Period and purchase period begin every six months on May 1 and November 1 of each year.

Participating employees may purchase common stock, on a voluntary after tax-basis, at a price equal to 85% of the fair market value of a share of common stock on either the offering date or the purchase date, whichever is lower.

If the purchase date has a lower price, the employee will automatically be placed in the Offering Period beginning immediately after the purchase date.

The Company recognized stock-based compensation expense related to the ESPP of $ 42,293 and $ 33,103 for the years ended December 31, 2020 and 2019, respectively.

The Company recognized total stock-based compensation expense, as follows for the years ended December 31:

Stock-based compensation expense in operating expenses:

Research and development

General and administrative

Following the conversion of Celcuity LLC to Celcuity Inc.

A new Offering Period

and purchase period begin every six months on May 1 and November 1 of each year.

Participating employees may purchase common stock, on

a voluntary after tax-basis, at a price equal to 85% of the fair market value of a share of common stock on either the offering date

or the purchase date, whichever is lower.

If the purchase date has a lower price, the employee will automatically be placed in the Offering

Period beginning immediately after the purchase date.

The Company recognized stock-based compensation expense related to the ESPP of

$ 41,043 and $ 42,293 for the years ended December 31, 2021 and 2020, respectively.

Company recognized total stock-based compensation expense as follows for the years ended December 31:

Schedule of Stock-based Compensation Expense

compensation expense in operating expenses:

and development

and administrative

April 8, 2021, the Company entered into a loan and security agreement (the “Loan Agreement”) with Innovatus Life Sciences

Lending Fund I, LP, a Delaware limited partnership (“Innovatus”) in its capacity as Collateral Agent and sole Lender.

Lender agreed to loan up to $ 25 million in three tranches consisting of (i) a $ 15.0 million non-contingent term A loan that was funded

on April 8, 2021, (ii) a $ 5 million term B loan to be funded upon request of the Company no later than March 31, 2022, and (iii) a $ 5

million term C loan to be funded upon request of the Company no later than March 31, 2023 (collectively the “Term Loans”).

Funding of the term B and C loan is subject to the Company’s ability to achieve certain milestones.

The Innovatus Loan Agreement

is secured by a lien covering substantially all assets of the Company.

Loan Agreement also contains certain events of default, warranties and covenants of the Company.

In connection with each funding of the

Term Loans, the Company is required to issue Innovatus a warrant (the“Warrants”) to purchase a number of shares of the Company’s

stock equal to 2.5% of the principal amount of the relevant Term Loan funded divided by the exercise price, which will be based on the

lower of (i) $14.40 per share or (ii) the volume weighted price per share of the Company’s stock for the five-trading day period

ending on the last trading day immediately preceding the funding date of the Term B or Term C Loan, as applicable .

The warrants may be

exercised on a cashless basis and are immediately exercisable through the tenth anniversary of the applicable funding date.

In connection

with the first tranche of the Term Loans, the Company issued a warrant to Innovatus to purchase 26,042 shares of the Company’s

common stock at an exercise price of $ 14.40 per share.

The Company evaluated the warrant under ASC 470, debt, and recognized an additional

debt discount of approximately $ 0.3 million based on the relative fair value of the base instruments and warrants.

The Company calculated

the fair value of the warrant using the Black-Scholes model.

The Company is also required to maintain a minimum cash balance in agreement

with the term loans’ default terms.

Company is entitled to make interest-only payments for thirty-six months, or up to forty-eight months if certain conditions are met.

The Term Loans will mature on the fifth anniversary of the initial funding date and will bear interest at a rate equal to sum of (a)

the greater of (i) Prime Rate (as defined in the Loan Agreement) or (ii) 3.25%, plus (b) 5.70% .

The effective interest rate is 11.36 %.

Additionally, the Company elected to make 2.7 % of the interest rate as payable in kind, which shall accrue as principal monthly.

Company is obligated to pay the Lenders (i) a non-refundable facility fee in the amount of 1.00 % of each term loan that is funded (the

“Facility Fee”), and (ii) a final fee equal to 4.50 % of the aggregate amount of the term loans funded (the “Final Fee”).

In connection with the funding of the first tranche of the Term Loans, a final fee of approximately $ 0.7 million was recorded as additional

principal and as a debt discount, and a facility fee of approximately $ 0.1 million was recorded as additional debt discount.

has the option to prepay the loan at any time following the first anniversary of the loan closing, with tiered prepayment fees ranging

from 0 – 2% based on when the prepayment would occur .

also has the right, at its election, after June 1, 2021 and until the third anniversary of the Loan Agreement, to convert up to 20 % of

the outstanding principal amount of all Terms Loans made under the Loan Agreement into shares of the Company’s common stock at

a price per share equal to the volume weighted average closing price of the Company’s stock for the 5-trading day period ending

on the last trading day immediately preceding the execution of the Loan Agreement (the “Conversion Right”).

connection with the Loan Agreement and the funding of the first tranche of the Term Loans, the Company incurred debt issuance costs of

approximately $ 0.5 million.

The debt issuance costs, and the debt discount are amortized to interest expense using the effective interest

method over the life of the Term Loans.

The carrying value of the debt approximates fair value as of December 31, 2021.

debt consisted of the following at December 31:

Schedule of Long-term Debt

PIK interest (added to principal)

unamortized debt issuance costs

unamortized debt discount

long-term debt

principal payments, including the final fee, are as follows:

Schedule of Future Principal Payments

Ending December 31,

License Agreement

April 8, 2021 the Company entered into a license agreement with Pfizer to research, develop, manufacture and commercialize gedatolisib,

a potent, well-tolerated, reversible dual inhibitor that targets PI3K and mTOR, for the treatment, diagnosis and prevention of all diseases.

The Company paid Pfizer $ 5.0 million in upfront fees and issued to Pfizer $ 5.0 million of shares of the Company’s common stock

pursuant to an Equity Grant Agreement.

The upfront payment and the issuance of shares were expensed to research & development in

full for the three months ending June 30, 2021.

Company is also required to make milestone payments to Pfizer upon achievement of certain development and commercial milestone events,

up to an aggregate of $ 335.0 million.

Additionally, the Company will pay Pfizer tiered royalties on sales of gedatolisib at percentages

ranging from the low to mid-teens, which may be subject to deductions for expiration of valid claims, amounts due under third-party licenses

and generic competition.

Unless earlier terminated, the license agreement will expire upon the expiration of all royalty obligations.

The royalty period will expire on a country-by-country basis upon the later of (a) 12 years following the date of first commercial sale

of such product in such country, (b) the expiration of all regulatory or data exclusivity in such country for such product or (c) the

date upon which the manufacture, use, sale, offer for sale or importation of such product in such country would no longer infringe, but

for the license granted in the license agreement, a valid claim of a licensed patent right.

Company has the right to terminate the license agreement for convenience upon 90 days’ prior written notice.

Pfizer may not terminate

the agreement for convenience.

Either the Company or Pfizer may terminate the license agreement if the other party is in material breach

and such breach is not cured within the specified cure period.

In addition, either the Company or Pfizer may terminate the license agreement

in the event of specified insolvency events involving the other party.

the conversion of Celcuity LLC to Celcuity Inc.

on September 15, 2017, Celcuity Inc.

1 unchanged sentence

No income tax benefit was recorded for the years 2021 and 2020, due to net losses and recognition of a valuation allowance.

The following table presents a reconciliation of the tax expense computed at the statutory federal rate and the Company’s tax expense for the years ending December 31:

Tax benefit at statutory federal rate

The following

table presents a reconciliation of the tax expense computed at the statutory federal rate and the Company’s tax expense for the

years ending December 31:

Schedule of Effective Income Tax Rate Reconciliation

benefit at statutory federal rate

$ ( 6,217,000 )

$ ( 1,990,000 )

State income tax benefit, net of federal tax effect

Change in valuation allowance on deferred tax assets

Research and Development Credits

Other permanent items

Income tax benefits

On December 22, 2017 H.R.

income tax benefit, net of federal tax effect

in valuation allowance on deferred tax assets

and Development Credits

permanent items

December 22, 2017 H.R.

1, commonly referred to as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted.

Among the significant changes to the U.S.

Among the significant

changes to the U.S.

Internal Revenue Code, the Tax Act lowered the U.S.

federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018.

The Act also made changes related to the use and limitation of net operating loss carryforwards generated in tax years beginning after December 31, 2017.

For years beginning after December 31, 2017 net operating losses have an indefinite carryforward and the utilization of losses is limited to 80% of taxable income each year.

In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law on March 27, 2020.

federal corporate income tax rate (“Federal Tax Rate”)

from 35% to 21% effective January 1, 2018.

The Act also made changes related to the use and limitation of net operating loss carryforwards

generated in tax years beginning after December 31, 2017.

For years beginning after December 31, 2017 net operating losses have an indefinite

carryforward and the utilization of losses is limited to 80% of taxable income each year.

response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law

on March 27, 2020.

The CARES Act lifts certain deduction limitations originally imposed by the Tax Act.

Corporate taxpayers may carryback net operating losses originating during 2018 through 2020 for up to five years, which was not previously allowed under the Tax Act.

The CARES Act also eliminates the 80% of taxable income limitation allowing corporate entities to fully utilize net operating loss carryforwards to offset taxable income in 2018, 2019 and 2020.

The enactment of the CARES Act did not result in any material impact to the Company’s income tax provision.

On December 27, 2020 the Consolidated Appropriations Act, 2021 (“CAA”) was signed into law.

The CAA includes the COVID-related Tax Relief Act of 2020 (“COVID TRA”).

The Company is continuing to assess the effect of the CAA and does not believe it will result in a material impact to the Company’s income tax benefit.

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The Company’s deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet basis differences.

In accordance with ASC 740, “ Income Taxes ,” the Company recorded a valuation allowance to fully offset the net deferred tax asset, because it is more likely than not that the Company will not realize future benefits associated with these deferred tax assets at December 31, 2020.

The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets are as follows:

Deferred tax assets (liabilities):

Accrued expenses

Share-based compensation

Property and equipment

Right-of-use assets

Lease liability

Start-up expenditures

Net operating losses and tax credits

Valuation allowance

Corporate taxpayers may carryback

net operating losses originating during 2018 through 2020 for up to five years, which was not previously allowed under the Tax Act.

CARES Act also eliminates the 80% of taxable income limitation allowing corporate entities to fully utilize net operating loss carryforwards

to offset taxable income in 2018, 2019 and 2020.

The enactment of the CARES Act did not result in any material impact to the Company’s

income tax provision.

income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting

purposes and the amounts used for income tax purposes.

The Company’s deferred tax assets relate primarily to its net operating

loss carryforwards and other balance sheet basis differences.

In accordance with ASC 740, “Income Taxes,” the Company recorded

a valuation allowance to fully offset the net deferred tax asset, because it is more likely than not that the Company will not realize

future benefits associated with these deferred tax assets at December 31, 2021.

The tax effects of temporary differences and carryforwards

that give rise to significant portions of the deferred tax assets are as follows:

Schedule of Deferred Tax Assets and Liabilities

tax assets (liabilities):

and equipment

operating losses and tax credits

( 13,048,000 )

( 6,718,000 )

Net deferred tax assets (liabilities)

At December 31, 2020, the Company had federal and state net operating loss carryforwards resulting in deferred tax assets of approximately $ 10.2 million and $ 0.5 million, respectively.

The federal and state net operating loss carryforwards for 2017 will begin to expire in the year ending December 31, 2037.

deferred tax assets (liabilities)

December 31, 2021, the Company had federal and state net operating loss carryforwards of approximately

$ 16.8 million and $ 0.3 million, respectively.

The federal and state net operating loss carryforwards for 2017 will begin to expire in

the year ending December 31, 2037.

The federal net operating loss carryforwards starting in 2018 have no expiration.

These deferred tax assets were subject to a full valuation allowance as of December 31, 2020 and 2019.

At December 31, 2020, the Company had federal and state research and development tax credit carryforwards resulting in deferred tax assets of approximately $ 0.6 million and $ 0.6 million, respectively.

The federal and state credit carryforwards will begin to expire in the years ending December 31, 2037 and December 31, 2032, respectively.

These deferred tax assets were subject to a full valuation allowance as of December 31, 2020 and 2019.

Under the provisions of Section 382 of the Internal Revenue Code of 1986, certain substantial changes in the Company's ownership, including a sale of the Company, or significant changes in ownership due to sales of equity, may limit in the future the amount of net operating loss carryforwards available to offset future taxable income.

The Company recognizes uncertain tax positions in accordance with ASC 740 on the basis of evaluating whether it is more-likely-than not that the tax positions will be sustained upon examination by tax authorities.

For those tax positions that meet the more-likely-than not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement.

These deferred tax

assets were subject to a full valuation allowance as of December 31, 2021 and December 31, 2020.

December 31, 2021, the Company had federal and state research and development tax credit carryforwards resulting in deferred tax assets

of approximately $ 0.7 million and $ 0.7 million, respectively.

The federal and state credit carryforwards will begin to expire in the

years ending December 31, 2037 and December 31, 2032, respectively.

These deferred tax assets were subject to a full valuation allowance

as of December 31, 2021 and December 31, 2020.

the provisions of Section 382 of the Internal Revenue Code of 1986, certain substantial changes in the Company’s ownership, including

a sale of the Company, or significant changes in ownership due to sales of equity, may limit in the future the amount of net operating

loss carryforwards available to offset future taxable income.

Company recognizes uncertain tax positions in accordance with ASC 740 on the basis of evaluating whether it is more-likely-than not that

the tax positions will be sustained upon examination by tax authorities.

For those tax positions that meet the more-likely-than not recognition

threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement.

As of December 31, 2021, and 2020, the Company has no significant uncertain tax positions.

There are no unrecognized tax benefits included on the balance sheet that would, if recognized, impact the effective tax rate.

The Company does not anticipate there will be a significant change in unrecognized tax benefits within the next 12 months.

Prior to the conversion, Celcuity was a limited liability company and therefore was taxed as a partnership for income tax purposes.

Accordingly, no benefit for income taxes was recorded prior to the conversion.

For years prior to 2016, the Company is no longer subject to U.S.

There are no unrecognized tax benefits included

on the balance sheet that would, if recognized, impact the effective tax rate.

The Company does not anticipate there will be a significant

change in unrecognized tax benefits within the next 12 months.

to the conversion, Celcuity was a limited liability company and therefore was taxed as a partnership for income tax purposes.

no benefit for income taxes was recorded prior to the conversion.

years prior to 2017, the Company is no longer subject to U.S.

federal or state income tax examinations.

The Company's policy is to recognize interest and penalties related to uncertain tax positions as a component of general and administrative expenses.

The Company’s policy is

to recognize interest and penalties related to uncertain tax positions as a component of general and administrative expenses.

Subsequent Event

February of 2022, we entered into an Open Market Sale Agreement SM with Jefferies LLC, as agent (“Jefferies”),

pursuant to which we may offer and sell, from time to time, through Jefferies, shares of our common stock having an aggregate offering

price of up to $ 50,000,000 .

We will pay Jefferies a commission equal to 3.0 % of the aggregate gross proceeds from each sale of such shares.

To date, we have not yet made any sales under this arrangement.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data