What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-27 compared with 2023-03-23 · 38 added, 20 removed, 308 unchanged (16% of the section changed)

31 unchanged sentences

Other Information

the three months ended December 31, 2023, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement”

or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

7 unchanged sentences

Gamble for $265 million in 1999.

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

Sullivan previously served on the board of directors of two publicly-held companies, Entegris, Inc.

and Virtual Radiologic Inc.

Sullivan has received nine U.S.

patents and has several pending.

He graduated magna cum laude with distinction from Harvard

College with an A.B.

He graduated magna cum laude

with distinction from Harvard College with an A.B.

in economics.

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

uniquely qualified to serve as a director based on his extensive operational and business development experience, and his knowledge in

building stockholder value, growing a company from inception and navigating significant corporate transactions and the public company

Among other attributes, skills, and qualifications, the board of directors

Sullivan is uniquely qualified to serve as a director based on his extensive operational and business development experience,

and his knowledge in building stockholder value, growing a company from inception and navigating significant corporate transactions and

the public company process.

Laing, Ph.D., age 62, is our co-Founder and has served as Chief Science Officer, Vice President, Secretary and Director since

83 unchanged sentences

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

from September 2008 to August 2020, including as Vice President and Head of Early 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 to May 2018.

Since August 2020, Dr.

6 unchanged sentences

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.

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

and commercialization.

Nigon , age 76, is currently Senior Vice President of Cedar Point Capital, LLC., a private company that raises capital for early-stage

61 unchanged sentences

board of directors has adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees.

is available on the corporate governance section of our website (which is a subsection of the investor relations section of our website)

at the following address:

our CEO, CFO and other senior financial officers of the company are subject to a Code of Ethical Business Conduct for Senior Financial

These Codes are available on the corporate governance section of our website (which is a subsection of the investor relations

section of our website) at the following address:

www.celcuity.com.

We intend to disclose on our website any amendments or waivers to the Code of Business Conduct

and Ethics that are required to be disclosed by SEC rules.

We intend to disclose on our website any amendments or waivers to

these Codes that are required to be disclosed by SEC or Nasdaq rules.

information required by this Item 10 will be contained in our definitive proxy statement for our 2023 Annual Meeting of Stockholders

21 unchanged sentences

March 27, 2024

CELCUITY INC.

and Chief Executive Officer

16 unchanged sentences

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, 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).

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 Annual Report on Form 10-K/A filed with the SEC on April 7, 2023).

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).

1 unchanged sentence

(incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on September 12, 2017).

Description of Registered Securities (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed with the SEC on March 13, 2020).

Description of Registered Securities.

Form of Warrant to Purchase Units of Membership Interest issued by Celcuity LLC to Cedar Point Capital, LLC, as placement agent of membership units and unsecured convertible promissory notes of Celcuity LLC (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 filed with the SEC on August 23, 2017).

10 unchanged sentences

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).

Form of Pre-Funded Warrant issued by Celcuity Inc.

in connection with the Securities Purchase Agreement, dated October 18, 2023 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2023).

Celcuity Inc.

2 unchanged sentences

Amended and Restated 2017 Stock Incentive Plan (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 14, 2020).

Amendment to the Celcuity Inc.

Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2023).

Form of Stock Option Agreement pursuant to Celcuity Inc.

11 unchanged sentences

(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, 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.

22 unchanged sentences

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).

Securities Purchase Agreement, dated October 18, 2023, by and among the Company and the Investors named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2023).

Registration Rights Agreement, dated October 18, 2023, by and among the Company and the Investors named therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2023).

Consent of Boulay PLLP.

4 unchanged sentences

Section 1350 Certification of principal financial officer.

Celcuity Inc.

Policy for the Recoupment of Erroneously Awarded Compensation.

statements from the Annual Report on Form 10-K of the Company for the year ended December 31, 2023, formatted, in Inline XBRL:

2 unchanged sentences

Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

contract or compensatory plan.

portions have been omitted from this exhibit.

Filed herewith.

Furnished herewith.

Management contract or compensatory plan.

Certain portions have been omitted from this exhibit.

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