Other Information
+Added: the three months ended March 31, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement”
+Added: or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Certificate of Incorporation of the Company, as amended, including the Certifications 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).
2 unchanged sentences
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).
+Added: Form of Amendment to Placement Agent’s Warrants, dated February 13, 2024.
Form of Warrant to Purchase Shares of Common Stock issued by Celcuity Inc.
in connection with the conversion of 1.25% Unsecured Convertible Promissory Notes (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 25, 2017).
+Added: Form of Amendment to Warrants to Purchase Shares of Common Stock, dated February 13, 2024.
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).
8 unchanged sentences
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).
−Removed: 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).
−Removed: 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).
+Added: Amendment to Form of Stock Option Agreement pursuant to Celcuity Inc.
+Added: Amended and Restated 2017 Stock Incentive Plan..
+Added: Form of Non-Qualified Stock Option Transfer Agreement pursuant to Celcuity Inc.
+Added: Amended and Restated 2017 Stock Incentive Plan..
+Added: Second Amendment to Loan and Security Agreement, dated March 29, 2024 by and among the Company and Innovatus Life Sciences Lending Fund I, L.P.
+Added: (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2024.
Certification of Chairman and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
2 unchanged sentences
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Financial statements from the Quarterly Report on Form
−Removed: 10-Q of the Company for the quarter ended September 30, 2023, formatted in Inline XBRL:
−Removed: (i) the Condensed Balance Sheets, (ii) the
−Removed: Condensed Statements of Operations, (iii) the Condensed Statements of Changes in Stockholders’ Equity, (iv) the Condensed Statements
−Removed: of Cash Flows, and (v) the Notes to Condensed Financial Statements.
−Removed: Cover Page Interactive Data File (formatted as Inline
−Removed: XBRL and contained in Exhibit 101)
+Added: statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended March
+Added: 31, 2024, formatted in Inline XBRL:
+Added: (i) the Condensed Balance Sheets, (ii) the Condensed
+Added: Statements of Operations, (iii) the Condensed Statements of Changes in Stockholders’
+Added: Equity, (iv) the Condensed Statements of Cash Flows, and (v) the Notes to Condensed Financial
+Added: Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+Added: Management contract or compensatory plan.
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
−Removed: November 13, 2023
+Added: CELCUITY INC.
and Chief Executive Officer
3 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.