What changed in this filing

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Item 9A. Controls and Procedures

2023-03-23 compared with 2022-03-23 · 71 added, 45 removed, 257 unchanged (31% of the section changed)

25 unchanged sentences

Management’s report was not subject to attestation by our registered public accounting firm pursuant to our designation

as an “emerging growth company,” as defined in the JOBS Act.

as a small reporting company or SRC and Non-Accelerated filer.

in Internal Control over Financial Reporting

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Gamble for $265 million in 1999.

Since 2003, Mr.

Sullivan has served on the board of directors of Entegris, Inc., a publicly-held company.

Sullivan has received seven U.S.

Sullivan served on the board of directors of Entegris, Inc., a publicly-held company from 2003-2021.

Sullivan has received nine U.S.

patents and has several pending.

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He has received 24 U.S.

patents and has an additional 24 U.S.

His drug discovery research career began at Scriptgen/Anadys Pharmaceuticals (purchased by Novartis), where he worked under

Professor Peter Kim, who became President of Merck Research.

He also was Director of Chemistry and Bioapplications and Director of Detection

Product Development for two companies that each developed instruments similar to those Celcuity uses to perform the CELsignia tests.

His work at these two instrument companies gave him unique expertise and experience in developing a variety of patented applications

for these instruments.

patents and has several U.S.

patents pending.

His drug discovery research career began at Scriptgen/Anadys Pharmaceuticals (purchased by Novartis), where he worked under Professor

Peter Kim, who became President of Merck Research.

He also was Director of Chemistry and Bioapplications and Director of Detection Product

Development for two companies that each developed instruments similar to those Celcuity uses to perform the CELsignia tests.

at these two instrument companies gave him unique expertise and experience in developing a variety of patented applications for these

Most recently, he served as an executive director for an international drug discovery and development company.

Among other attributes, skills, and qualifications, the board of directors believes Dr.

Laing is uniquely qualified to serve as a director

based on his significant research, medical and scientific expertise.

attributes, skills, and qualifications, the board of directors believes Dr.

Laing is uniquely qualified to serve as a director based

on his significant research, medical and scientific expertise.

Buller, M.D., Ph.D., age 73, was appointed to Celcuity’s board of directors in December 2019.

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Medicine and Pathology, and his experience in several biotechnology start-ups.

Nigon , age 74, is currently Senior Vice President of Cedar Point Capital, LLC., a private company that raises capital for early

stage companies, where he has served since 2007.

Nigon has also been a board member for Tactile Systems Technology since September

2012 and Northern Technologies International Corp.

since February 2010, including its non-executive Chairman of the board of directors

since November 2012.

Nigon also serves as a director of several private companies.

Nigon previously served as a board member

for Vascular Solutions, Inc.

Murphy, D.V.M., Ph.D., age 58, was appointed to Celcuity’s board of directors in September 2022.

Murphy has served as

Chief Business Officer at UroGen Pharma, Inc.

since August 2020.

Prior to that, Dr.

Murphy served in various leadership roles at Pfizer,

from September 2012 to August 2020, including as Vice President and Head of Commercial Development Pfizer Oncology Business Unit

from January 2019 to August 2020, Vice President and Head of Global Marketing and Commercial Development, Pfizer Oncology Business Unit

from June 2017 to December 2018, and as Vice President and Head of Strategy and Business Development for Pfizer China from November 2013

Since August 2020, Dr.

Murphy as served on the board of directors of Atea Pharmaceuticals, Inc., a publicly held company.

Murphy received her D.V.M.

from Iowa State University and her M.B.A.

from Nova Southeastern University.

Among other attributes,

skills, and qualifications, the board of directors believes Dr.

Murphy is uniquely qualified to serve as a director based on her significant

medical and scientific expertise and experience in the pharmaceutical industry in business development and commercialization.

Nigon , age 75, is currently Senior Vice President of Cedar Point Capital, LLC., a private company that raises capital for early-stage

companies, where he has served since 2007.

Nigon has also been a board member for Northern Technologies International Corp.

February 2010, including its non-executive Chairman of the board of directors since November 2012.

Nigon also serves as a director

of several private companies.

Nigon previously served as a board member for Tactile Systems Technology from September 2012 to May

2022, Vascular Solutions, Inc.

from November 2000 to February 2017, when it was acquired by Teleflex, Incorporated and as a board member

69 unchanged sentences

Exhibits, Financial Statement Schedules.

of Independent Registered Public Accounting Firm

Sheets – December 31, 2021 and 2020

of Operations – Years ended December 31, 2021 and 2020

of Stockholders’ Equity – Years ended December 31, 2021 and 2020

of Cash Flows – Years ended December 31, 2021 and 2020

to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Balance Sheets – December 31, 2022 and 2021

Statements of Operations – Years ended December 31, 2022 and 2021

Statements of Stockholders’ Equity – Years ended December 31, 2022 and 2021

Statements of Cash Flows – Years ended December 31, 2022 and 2021

Notes to Consolidated Financial Statements

STATEMENT SCHEDULES

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March 23, 2023

CELCUITY INC.

and Chief Executive Officer

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Form of Plan of Conversion (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on September 12, 2017).

Certificate of Incorporation of the Company as amended (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2018).

Certificate of Incorporation of the Company, as amended, including the Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 12, 2022).

Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2017).

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Representative’s Warrant to Purchase Common Stock (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 25, 2017).

Form of Warrant (incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 8, 2021).

First Amendment to Representative’s Warrant, dated September 13, 2022, between Celcuity Inc.

and Craig-Hallum Capital Group LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 14, 2022).

Form of Warrant issued by Celcuity Inc.

to Innovatus Life Sciences Lending Fund I, LP in connection with the Loan and Security Agreement dated April 8, 2021 (incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 8, 2021).

Equity Grant Agreement, dated April 8, 2021, between the Company and Pfizer, Inc.

(incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 8, 2021).

Loan and Security Agreement, dated as of April 8, 2021, by and between the Company and Innovatus Life Sciences Lending Fund I, LP.

(incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2021).

Form of Warrant issued by Celcuity Inc.

in connection with the Securities Purchase Agreement, dated May 15, 2022 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2022).

Celcuity Inc.

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Commercial Lease, dated September 28, 2017, between West Glen Development I, LLC and Celcuity, LLC (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2017).

Lease, First Amendment to Lease, dated July 28, 2020, between West Glen Development I, LLC and Celcuity Inc.

(incorporated by reference

from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2020) .

Commercial Lease, First Amendment to Lease, dated July 28, 2020, between West Glen Development I, LLC and Celcuity Inc.

(incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2020).

Commercial Lease, Second Amendment to Lease, dated July 19, 2021, between West Glen Development I, LLC and Celcuity Inc., incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2021.

Commercial Lease, Third Amendment to Lease, dated July 27, 2022, by and between Celcuity Inc.

and West Glen Development I, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2022).

Commercial Lease, Fourth Amendment to Lease, dated March 13, 2023, by and between Celcuity Inc.

and West Glen Development I, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 15, 2023).

Clinical Trial Agreement, dated May 8, 2017, between NSABP Foundation, Inc.

1 unchanged sentence

Clinical Trial Agreement, Amendment No.

1, between NSABP Foundation, Inc and Celcuity Inc., dated October 15, 2020.

(incorporated by reference from Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed with the SEC on February 16, 2021).

1, between NSABP Foundation, Inc and Celcuity Inc., dated October 15, 2020 (incorporated by reference Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed with the SEC on February 16, 2021).

Confidentiality, Assignment of Inventions and Non-Competition Agreement, dated November 15, 2011, between Celcuity LLC and Brian F.

8 unchanged sentences

(incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2021).

of Boulay PLLP.

Open Market Sale Agreement SM , dated February 4, 2022, by and between Celcuity Inc., and Jefferies LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2022).

Securities Purchase Agreement, dated May 15, 2022, by and among the Registrant and the Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2022).

Registration Rights Agreement, dated May 15, 2022, by and among the Registrant and the Purchasers named therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2022).

Loan and Security Agreement, dated as of April 8, 2021, by and between the Company and Innovatus Life Sciences Lending Fund I, LP.

(incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2021).

The First Amendment to Loan and Security Agreement, dated August 9, 2022, by and among the Company and Innovatus Life Sciences Lending Fund I, LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 11, 2022).

Consent of Boulay PLLP.

Power of Attorney (included on the signature page).

Certification

of principal executive officer required by Rule 13a-14(a).

Certification

of principal financial officer required by Rule 13a-14(a).

1350 Certification of principal executive officer.

1350 Certification of principal financial officer.

Certification of principal executive officer required by Rule 13a-14(a).

Certification of principal financial officer required by Rule 13a-14(a).

Section 1350 Certification of principal executive officer.

Section 1350 Certification of principal financial officer.

statements from the Annual Report on Form 10-K of the Company for the year ended December 31, 2022, formatted, in Inline XBRL:

5 unchanged sentences

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 9A. Controls and Procedures