What changed in this filing

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Item 1. Financial Statements

2025-11-13 compared with 2025-08-14 · 604 added, 469 removed, 171 unchanged (86% of the section changed)

2 unchanged sentences

thousands, except share and par value amounts)

and cash equivalents

current assets

September 30, 2025

December 31, 2024

Current Assets:

and equipment, net

lease right-of-use assets

and Stockholders’ Equity:

lease liabilities

Cash and cash equivalents

Other current assets

Total current assets

Property and equipment, net

Operating lease right-of-use assets

Liabilities and Stockholders’ Equity:

Current Liabilities:

lease liabilities

payable, non-current

and Contingencies (Note 5)

Stockholders’

Preferred stock,

$ 0.001 par value:

Accounts payable

Operating lease liabilities

Accrued expenses

Total current liabilities

Operating lease liabilities

Note payable, non-current

Convertible debt

Total Liabilities

Commitments and Contingencies (Note 5)

Stockholders’ Equity:

Preferred stock, $ 0.001 par value:

2,500,000 shares authorized;

213,151 and 317,577 shares issued and outstanding as of June 30, 2025 and December

31, 2024, respectively.

Common stock, $ 0.001

188,838 and 317,577 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.

Common stock, $ 0.001 par value:

95,000,000 shares authorized;

38,914,208 and 37,143,242 shares issued and outstanding as of June 30, 2025 and December

31, 2024, respectively.

paid-in capital

Stockholders’ Equity

Liabilities and Stockholders’ Equity

43,274,548 and 37,143,242 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.

Additional paid-in capital

Accumulated deficit

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

accompanying notes to the condensed financial statements.

1 unchanged sentence

thousands, except share and per share amounts)

Months Ended June 30,

and development

and administrative

Three Months Ended September 30,

Nine Months Ended September 30,

Operating expenses:

from operations

(expense) income

(expense) income, net

loss before income taxes

loss per share, basic and diluted

average common shares outstanding, basic and diluted

Research and development

General and administrative

Total operating expenses

Loss from operations

Other (expense) income

Interest expense

Interest income

Other (expense) income, net

Net loss before income taxes

Income tax benefits

$ ( 126,069 )

Net loss per share, basic and diluted

Weighted average common shares outstanding, basic and diluted

accompanying notes to the condensed financial statements.

Statements of Changes in Stockholders’ Equity

and Six Months Ended June 30, 2025

and Nine Months Ended September 30, 2025

thousands, except share amounts)

at December 31, 2024

Preferred Stock

Additional Paid-In

Balance at December 31, 2024

$ ( 271,855 )

Exercise of common

stock warrants

Exercise of common

stock options, net of shares withheld for exercise price

at March 31, 2025 (unaudited)

stock purchases

of preferred stock to common stock

Exercise of common

stock options, net of shares withheld for exercise price

at June 30, 2025 (unaudited)

Stock-based compensation

Stock-based compensation, shares

Exercise of common stock warrants

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

Balance at March 31, 2025 (unaudited)

Stock-based compensation

Employee stock purchases

Conversion of preferred stock to common stock

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

Balance at June 30, 2025 (unaudited)

Stock-based compensation

Issuance of common stock upon close of equity offering, net of underwriting discounts and offering costs

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

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

Issuance of common stock warrants in connection with note agreement

Conversion of preferred stock to common stock

Balance at September 30, 2025 (unaudited)

$ ( 397,924 )

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Statements of Changes in Stockholders’ Equity

and Six Months Ended June 30, 2024

and Nine Months Ended September 30, 2024

thousands, except share amounts)

at December 31, 2023

Preferred Stock

Additional Paid-In

Balance at December 31, 2023

$ ( 160,076 )

Exercise of common

stock warrants, net of shares withheld for exercise price

Exercise of common

stock options, net of shares withheld for exercise price

of preferred to common stock

at March 31, 2024 (unaudited)

Stock-based compensation

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

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

Conversion of preferred to common stock

Balance at March 31, 2024 (unaudited)

$ ( 181,688 )

Stock-based compensation

Employee stock purchases

Conversion of preferred stock to common stock

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

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

Issuance of common stock in an ATM offering

Issuance costs associated with an ATM offering

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

Issuance of common stock warrants, note payable

Balance at June 30, 2024 (unaudited)

$ ( 205,410 )

stock purchases

of preferred stock to common stock

Exercise of common

stock warrants, net of shares withheld for exercise price

Exercise of common

stock options, net of shares withheld for exercise price

of common stock in an ATM offering

costs associated with an ATM offering

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

of common stock warrants, note payable

at June 30, 2024 (unaudited)

$ ( 205,410 )

Stock-based compensation

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

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

Balance at September 30, 2024 (unaudited)

$ ( 235,202 )

accompanying notes to the condensed financial statements.

Statements of Cash Flows

Months Ended June 30,

flows from operating activities:

to reconcile net loss to net cash and cash equivalents used in operations:

of debt issuance costs and discount

Payment-in-Kind

operating lease expense, net

in accrued interest income

in operating assets and liabilities:

current assets

cash used in operating activities

flows from investing activities:

from maturities of investments

Nine Months Ended September 30,

Cash flows from operating activities:

$ ( 126,069 )

Adjustments to reconcile net loss to net cash and cash equivalents used in operations:

Stock-based compensation

Amortization of debt issuance costs and discount

Payment-in-Kind interest

Non-cash operating lease expense, net

Change in accrued interest income

Changes in operating assets and liabilities:

Other current assets

Accounts payable

Accrued expenses

Net cash used in operating activities

Cash flows from investing activities:

Proceeds from maturities of investments

Purchases of investments

of property and equipment

cash provided by (used in) 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 $ 2,430 in 2024

from an ATM offering, net of issuance costs

for secondary registration statement costs

for debt issuance costs

cash provided by financing activities

change in cash and cash equivalents

and cash equivalents:

disclosure of cash flow information:

disclosures of non-cash investing and financing activities:

in accounts payable attributed to offering and registration statement costs

in accounts payable attributed to property and equipment

interest receivable

stock warrants issued with note payable transaction

Purchases of property and equipment

Net cash used in 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

Proceeds from equity offering, net of underwriting discounts and offering costs

Proceeds from convertible note payable, net of debt issuance cost and discount of $ 5,774

Proceeds from note payable, net of debt issuance costs and discount of $ 2,248 and $ 2,438 in 2025 and 2024, respectively

Proceeds from an ATM offering, net of issuance costs

Payments for secondary registration statement costs

Net cash provided by financing activities

Net change in cash and cash equivalents

Cash and cash equivalents:

Beginning of period

End of period

Supplemental disclosure of cash flow information:

Interest paid

Supplemental disclosures of non-cash investing and financing activities:

Change in accounts payable attributed to offering and registration statement costs

Change in accounts payable attributed to property and equipment

Common stock warrants issued with note payable transaction

Offering costs accrued but unpaid at the end of the period

accompanying notes to the condensed financial statements.

TO CONDENSED FINANCIAL STATEMENTS (unaudited)

the Three and Six Months Ended June 30, 2025 and 2024)

Inc., a Delaware corporation (the “Company”), is a clinical-stage biotechnology company focused on the development of

targeted therapies for the treatment of multiple solid tumor indications.

The Company’s lead therapeutic candidate is

gedatolisib, a kinase inhibitor of the phosphatidylinositol 3-kinase (“PI3K”), serine/threonine-protein kinase protein

kinase B (“AKT”), mechanistic target of rapamycin (“mTOR”) pathway that binds to all Class I PI3K isoforms

and the mTOR complexes, mTORC1 and mTORC2.

By targeting all Class I PI3K isoforms and mTORC1/2, gedatolisib induces comprehensive

inhibition of the PI3K/AKT/mTOR (“PAM”) pathway.

Gedatolisib’s mechanism of action and pharmacokinetic properties

are differentiated from other currently approved and investigational therapies that target PI3K or mTOR alone or together.

clinical trial, VIKTORIA-1, evaluating gedatolisib in combination with fulvestrant with or without palbociclib in patients with

hormone receptor-positive (HR+), human epidermal growth factor receptor 2-negative (HER2-) (“HR+/HER2-”) advanced breast

cancer has completed enrollment of and reported topline data for cohort 1, patients with PIK3CA wild-type (“WT”)

tumors, and is continuing to enroll cohort 2, patients with PIK3CA mutant-type (“MT”) tumors.

clinical trial, VIKTORIA-2, evaluating gedatolisib in combination with a cyclin-dependent kinase (“CDK”) 4/6 inhibitor

and fulvestrant as first-line treatment for patients with endocrine treatment resistant HR+/HER2- advanced breast cancer is

currently enrolling patients.

(For the Three and Nine Months

Ended September 30, 2025 and 2024)

Inc., a Delaware corporation (the “Company”), is a clinical-stage biotechnology company focused on the development of targeted

therapies for the treatment of multiple solid tumor indications.

The Company’s lead therapeutic candidate is gedatolisib, a kinase

inhibitor of the phosphatidylinositol 3-kinase (“PI3K”), serine/threonine-protein kinase protein kinase B (“AKT”),

mechanistic target of rapamycin (“mTOR”) pathway that binds to all Class I PI3K isoforms and the mTOR complexes, mTORC1 and

By targeting all Class I PI3K isoforms and mTORC1/2, gedatolisib induces comprehensive inhibition of the PI3K/AKT/mTOR (“PAM”)

Gedatolisib’s mechanism of action and pharmacokinetic properties are differentiated from other currently approved and

investigational therapies that target PI3Kα, AKT, or mTORC1 alone or together.

A Phase 3 clinical trial, VIKTORIA-1, evaluating

gedatolisib in combination with fulvestrant with or without palbociclib in patients with hormone receptor-positive (HR+), human epidermal

growth factor receptor 2-negative (HER2-) (“HR+/HER2-”) advanced breast cancer has completed enrollment of and reported detailed

results for cohort 1, patients with PIK3CA wild-type (“WT”) tumors, and has completed enrollment of cohort 2, patients

with PIK3CA mutant-type (“MT”) tumors.

Our Phase 3 clinical trial, VIKTORIA-2, evaluating gedatolisib in combination

with a cyclin-dependent kinase (“CDK”) 4/6 inhibitor and fulvestrant as first-line treatment for patients with endocrine

treatment resistant HR+/HER2- advanced breast cancer is currently enrolling patients.

The first patient was dosed in July of 2025.

A Phase 1b/2 clinical trial, CELC-G-201, evaluating

gedatolisib in combination with darolutamide in patients with metastatic castration resistant prostate cancer, is ongoing.

Company was co-founded in 2012 by Brian F.

Phase 1b/2 clinical trial, CELC-G-201, evaluating gedatolisib in combination with darolutamide in patients with metastatic castration

resistant prostate cancer, is ongoing.

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

Sullivan and Dr.

Laing and is based in Minnesota.

The Company has not generated

any revenue to date.

Laing and is based in

The Company has not generated any revenue to date.

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

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and the related footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected during the remainder

of the current year or for any other future period.

results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected during the

remainder of the current year or for any other future period.

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

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

TO CONDENSED FINANCIAL STATEMENTS (unaudited)

the Three and Six Months Ended June 30, 2025 and 2024)

CELCUITY INC.

(For the Three and Nine Months

Ended September 30, 2025 and 2024)

Company relies on third parties to conduct certain aspects of clinical studies and to formulate and manufacture our drug product.

there are alternative vendors that can perform these functions, any disruption or delay by the Company’s current third parties

in carrying out their contractual duties could delay the clinical trials.

in carrying out their contractual duties could delay our clinical trials and/or the commercial launch of our initial drug product, gedatolisib,

if approved by the U.S.

Food and Drug Administration (“FDA”).

The Company records prepaid assets or accrued expenses for

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common shares outstanding during the period.

For all periods presented, the common shares underlying the preferred stock, options, warrants,

and restricted stock 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 all periods presented, the common shares underlying the preferred stock, options,

warrants, convertible notes, and restricted stock 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

following potential common shares were not considered in the computation of diluted net loss per share as their effect would have been

anti-dilutive for the three and six-month periods presented below:

anti-dilutive for the three and nine-month periods presented below:

Schedule of Potentially-Dilutive Shares Excluded from Diluted Weighted-Average Shares Outstanding

stock on an as-if-converted to common stock basis

to purchase common stock

Anti-dilutive

securities excluded from diluted weighted- average shares outstanding

warrant shares of 5,747,787 are included in the computation of basic and diluted net loss per share for each of the three and six months

ended June 30, 2025 and 2024, as the pre-funded warrants are exercisable for nominal consideration.

September 30,

Preferred stock on an as-if-converted to common stock

Options to purchase common stock

Warrants to purchase common stock

Convertible notes to common stock

Restricted common stock

maximum number of shares issuable upon conversion of the Notes is 5,296,053 shares of common stock.

However, based on the Company’s

current stock price, management does not expect the maximum number of shares to be issued.

Due to the recent increase in the Company’s

stock price, the Conversion Price is currently above the minimum threshold, which would result in the issuance of approximately 3,923,002

shares if the Notes were converted in full as of September 30, 2025.

warrant shares of 6,147,787 are included in the computation of basic and diluted net loss per share for each of the three and nine months

ended September 30, 2025 and 2024, as the pre-funded warrants are exercisable for nominal consideration.

CELCUITY INC.

(For the Three and Nine Months

Ended September 30, 2025 and 2024)

securities for which the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity and reported

2 unchanged sentences

the establishment of an allowance for credit losses.

All of the Company’s held-to-maturity

investment securities are U.S.

Treasury and agencies securities that are guaranteed or otherwise

supported by the United States government and have no history of credit losses.

Accordingly, the Company does not expect to incur any

credit losses on held-to-maturity investment securities and has no allowance

for credit losses recorded for these securities.

TO CONDENSED FINANCIAL STATEMENTS (unaudited)

the Three and Six Months Ended June 30, 2025 and 2024)

following tables summarize the Company’s held-to-maturity investment securities at amortized cost as of June 30, 2025 and December

All of the Company’s held-to-maturity investment securities are U.S.

and agency securities that are guaranteed or otherwise supported by the United States government and have no history of credit losses.

Accordingly, the Company does not expect to incur any credit losses on held-to-maturity investment securities and has no allowance for

credit losses recorded for these securities.

following tables summarize the Company’s held-to-maturity investment securities at amortized cost as of September 30, 2025 and

December 31, 2024:

Schedule of Investment

Cost, as Adjusted

Unrealized Holding Gains

Unrealized Holding Losses

Cost, as Adjusted

Unrealized Holding Gains

Unrealized Holding Losses

(in thousands)

Amortized Cost, as Adjusted

Gross Unrealized Holding Gains

Gross Unrealized Holding Losses

Estimated Fair Value

September 30, 2025

(in thousands)

Amortized Cost, as Adjusted

Gross Unrealized Holding Gains

Gross Unrealized Holding Losses

Estimated Fair Value

Treasury Bills

Cost, as Adjusted

Unrealized Holding Gains

Unrealized Holding Losses

Cost, as Adjusted

Unrealized Holding Gains

Unrealized Holding Losses

(in thousands)

Amortized Cost, as Adjusted

Gross Unrealized Holding Gains

Gross Unrealized Holding Losses

Estimated Fair Value

December 31, 2024

(in thousands)

Amortized Cost, as Adjusted

Gross Unrealized Holding Gains

Gross Unrealized Holding Losses

Estimated Fair Value

Treasury Bills

16 unchanged sentences

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

Contracts related to

the Expanded Access study are generally based on time and material.

In addition, contracts related to the Company’s Phase 3 clinical

studies (VIKTORIA-1 and VIKTORIA-2) and the Phase 1b/2 clinical trial (CELC-G-201) are generally cancelable with reasonable notice within

120 days and the Company’s obligations under these contracts are primarily based on services performed through termination dates

plus certain cancelation charges, if any, as defined in each of the respective agreements.

In addition, these agreements may, from time

to time, be subject to amendments as a result of any change orders executed by the parties.

As of June 30, 2025, the Company had three

Contracts related to the Expanded

Access study are generally based on time and material.

In addition, contracts related to the Company’s Phase 3 clinical studies

(VIKTORIA-1 and VIKTORIA-2) and the Phase 1b/2 clinical trial (CELC-G-201) are generally cancelable with reasonable notice within 120

days and the Company’s obligations under these contracts are primarily based on services performed through termination dates plus

certain cancelation charges, if any, as defined in each of the respective agreements.

In addition, these agreements may, from time to

time, be subject to amendments as a result of any change orders executed by the parties.

As of September 30, 2025, the Company had three

material non-cancelable contractual commitments with respect to these arrangements, which totaled approximately $ 3.3 million.

CELCUITY INC.

(For the Three and Nine Months

Ended September 30, 2025 and 2024)

Stockholders’ Equity

December 31, 2024, the Company’s authorized capital stock consisted of 95,000,000 shares of common stock, of which 37,143,242 shares

were outstanding, and 2,500,000 shares of preferred stock, including 1,850,000 shares designated as Series A Preferred Stock, of which

317,577 shares were outstanding.

2025 Equity Offering

July 30, 2025, the Company entered into an underwriting agreement (the “Equity Underwriting Agreement”) with Jefferies LLC,

TD Securities (USA) LLC, and Leerink Partners LLC as representatives (the “Representatives”) of the several underwriters

named therein (collectively, the “Underwriters”) agreeing, subject to customary conditions, to issue and sell in a public

offering (i) 1,836,842 shares (the “Shares”) of the Company’s common stock, at a price to the public of $ 38.00 per

Share and (ii) in lieu of Shares to certain investors, pre-funded warrants to purchase up to 400,000 shares of common stock (the “Pre-Funded

Warrants”), at a price to the public of $ 37.999 per Pre-Funded Warrant, which represents the per share public offering price for

the Shares less the $ 0.001 per share exercise price for each such Pre-Funded Warrant (the “Equity Offering”).

pursuant to the Equity Underwriting Agreement, the Company granted the Underwriters an option to purchase up to an additional 335,526

shares of common stock (the “Option Shares”), less underwriting discounts and commissions.

The Underwriters exercised their

option to purchase the Option Shares in full on July 30, 2025.

The Equity Offering was completed on July 31, 2025.

net proceeds from the Equity Offering, after deducting underwriting discounts and commissions and offering expenses, were approximately

$ 91.6 million, including the proceeds from the Underwriters’ exercise of their option in full to purchase the Option Shares.

Company may also receive nominal proceeds, if any, from the exercise of the Pre-Funded Warrants.

Pre-Funded Warrant is exercisable for one share of common stock at an exercise price of $ 0.001 per share, or alternatively, at the election

of each holder, shares of common stock may be issued through a cashless exercise, with the net number of shares of common stock determined

according to the formula set forth in each Pre-Funded Warrant.

The Pre-Funded Warrants are exercisable at any time after the date of

issuance until all of the Pre-Funded Warrants are exercised.

A holder (together with its “attribution parties,” as defined

in the Pre-Funded Warrant) may not exercise any portion of the Pre-Funded Warrants if immediately after exercise, the holder (together

with its attribution parties), would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately

after giving effect to the exercise.

However, a holder may increase or decrease such percentage to any other percentage not in excess

of 19.99%, which increase or decrease shall not become effective until 61 days after notice from the holder to the Company.

September 2025, an investor exercised 104,340

warrants at an exercise price of $ 8.05 ,

which generated approximately $ 0.8

million in cash.

The warrants were issued pursuant to a private

placement that closed on December 9, 2022.

Also in September 2025, the placement agent from private placements that closed in January

and May 2016 exercised 7,917

warrants at an exercise price of $ 7.56 ,

which generated approximately $ 0.1

million in cash.

August 2025, investors exercised 200,000 warrants at an exercise price of $ 8.05 , which generated approximately $ 1.6 million in cash.

The warrants were issued pursuant to a private placement that closed on December 9, 2022.

Also in August 2025, the underwriter of the

Company’s initial public offering that closed on September 22, 2017 exercised its warrants on a cashless basis.

As a result, the

Company issued 55,592 shares of common stock upon the cashless exercise of 70,000 warrants.

July 2025, an investor exercised 1,286,960 warrants at an exercise price of $ 8.05 , which generated approximately $ 10.4 million in cash.

The warrants were issued pursuant to a private placement that closed on December 9, 2022.

March 2025, an investor exercised 695,650 warrants at an exercise price of $ 8.05 , which generated approximately $ 5.6 million in cash.

The warrants were issued pursuant to a private placement that closed on December 9, 2022.

TO CONDENSED FINANCIAL STATEMENTS (unaudited)

the Three and Six Months Ended June 30, 2025 and 2024)

CELCUITY INC.

(For the Three and Nine Months

Ended September 30, 2025 and 2024)

Stock Converted

September 2025, 24,313 shares of preferred stock were converted into 243,130 shares of common stock.

June 2025, 104,426 shares of preferred stock were converted into 1,044,260 shares of common stock

June 30, 2025, the Company’s authorized capital stock consisted of 95,000,000 shares of common stock, of which 38,914,208 shares

September 30, 2025, the Company’s authorized capital stock consisted of 95,000,000 shares of common stock, of which 43,274,548

shares were outstanding, and 2,500,000 shares of preferred stock, including 1,850,000 shares designated as Series A Preferred Stock,

of which 188,838 shares were outstanding.

As of September 30, 2025, no dividends have been declared on the Company’s capital stock.

December 31, 2024, the Company’s authorized capital stock consisted of 95,000,000 shares of common stock, of which 37,143,242 shares

were outstanding, and 2,500,000 shares of preferred stock, including 1,850,000 shares designated as Series A Preferred Stock, of which

317,577 shares were outstanding.

As of June 30, 2025, no dividends have been declared on the Company’s capital stock.

Stock-Based Compensation

Company recognized total stock-based compensation expense as follows for the three and six months ended June 30, 2025 and 2024:

Company recognized total stock-based compensation expense as follows for the three and nine months ended September 30, 2025 and 2024:

Schedule of Stock-based Compensation Expenses

compensation expense in operating expenses:

and development

and administrative

(in thousands)

Three Months Ended

Nine Months Ended

September 30,

(in thousands)

Stock-based compensation expense in operating expenses:

Research and development

General and administrative

compensation expense

Company initially reserved a maximum of 750,000 shares

of common stock for issuance under the 2017 Amended and Restated Stock Incentive Plan (the “2017 Plan”).

The number of

shares reserved for issuance was automatically increased by 371,432 and

255,060 shares on January 1, 2025 and 2024, respectively ,

and will increase

automatically on January 1 of each year 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 Annual Meeting held on May 13, 2025, the stockholders approved a 3,000,000

share increase to the number of shares reserved for issuance under the 2017 Plan.

The total remaining shares available for grant

under the Company’s 2017 Plan as of June 30, 2025 was 3,775,453 .

following table summarizes the activity for all stock options outstanding for the six months ended June 30:

Company initially reserved a maximum of 750,000 shares of common stock for issuance under the 2017 Amended and Restated Stock Incentive

Plan (the “2017 Plan”).

The number of shares reserved for issuance was automatically increased by 371,432 and 255,060 shares

on January 1, 2025 and 2024, respectively, and will increase automatically on January 1 of each year 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.

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

the Annual Meeting held on May 13, 2025, the stockholders approved a 3,000,000 share increase to the number of shares reserved for issuance

under the 2017 Plan.

The total remaining shares available for grant under the Company’s 2017 Plan as of September 30, 2025 was

CELCUITY INC.

(For the Three and Nine Months

Ended September 30, 2025 and 2024)

following table summarizes the activity for all stock options outstanding for the nine months ended September 30:

Schedule of Stock Options Activity

1 unchanged sentence

Exercise Price

outstanding at beginning of year

exercisable at June 30:

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

TO CONDENSED FINANCIAL STATEMENTS (unaudited)

the Three and Six Months Ended June 30, 2025 and 2024)

following table summarizes additional information about stock options outstanding and exercisable at June 30, 2025.

The stock-based compensation

expense disclosed in the following paragraphs is shown in thousands.

Options outstanding at beginning of year

Forfeited and expired

Balance at September 30

Options exercisable at September 30:

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

following table summarizes additional information about stock options outstanding and exercisable at September 30, 2025.

The stock-based

compensation expense disclosed in the following paragraphs is shown in thousands.

Schedule of Stock Options Outstanding and Exercisable

Options Outstanding

Options Exercisable

Exercise Price

Company recognized stock-based compensation expense for stock options of $ 2,376

for the three months ended June 30, 2025 and 2024, respectively, and $ 4,636

for the six months ended June 30, 2025 and 2024, respectively.

In January 2025, May 2022, December 2021 and May 2020, the Company

modified previously granted stock option awards to certain employees.

The total incremental compensation expense recognized as a

result of the modifications was $ 70

for the three months ended June 30, 2025 and 2024, respectively, and $ 211

for the six months ended June 30, 2025 and 2024, respectively.

The effect of these modifications on stock-based compensation over

the remaining service periods will be $ 346 .

During the three and six months ended June 30, 2025, options in the amount of 2,561

shares were exercised, respectively, with an intrinsic value of $ 16

respectively.

During the three and six months ended June 30, 2024, options in the amount of 16,197

were exercised, respectively, with an intrinsic value of $ 170

respectively.

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

for the six months ended June 30:

Company recognized stock-based compensation expense for stock options of $ 6,452 and $ 1,844 for the three months ended September 30, 2025

and 2024, respectively, and $ 11,088 and $ 4,463 for the nine months ended September 30, 2025 and 2024, respectively.

In January 2025,

May 2022, December 2021 and May 2020, the Company modified previously granted stock option awards to certain employees.

The total incremental

compensation expense recognized as a result of the modifications was $ 48 and $ 42 for the three months ended September 30, 2025 and 2024,

respectively, and $ 259 and $ 128 for the nine months ended September 30, 2025 and 2024, respectively.

The effect of these modifications

on stock-based compensation over the remaining service periods will be $ 298 .

During the three and nine months ended September 30, 2025,

options in the amount of 290,248 and 293,309 shares were exercised, respectively, with an intrinsic value of $ 11,921 and $ 12,052 , respectively.

Included in the options exercised in the quarter, there were 950 options exercised in a cashless exercise whereby 215 shares were used

to settle the exercise price and the remaining 735 shares were issued.

During the three and nine months ended September 30, 2024, options

in the amount of 36,312 and 89,059 were exercised, respectively, with an intrinsic value of $ 211 and $ 662 , respectively.

Black-Scholes option-pricing model was used to estimate the fair value of equity-based awards and the Monte Carlo simulation model was

used for the performance-based awards, with the following weighted-average assumptions for the nine months ended September 30:

Schedule of Assumptions for Fair Value of Equity-based Awards

1 unchanged sentence

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.

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 for the time-based awards in accordance with SEC Staff Accounting Bulletin Nos.

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.

CELCUITY INC.

(For the Three and Nine Months

Ended September 30, 2025 and 2024)

inputs for the Black-Scholes valuation model and the Monte Carlo simulation 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

The expected life is based on the simplified method for the time-based awards and the life of the option for the performance-based

awards, in accordance with 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 for the time-based awards.

For the performance-based awards, the Company’s full historical volatility was used to value

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

2 unchanged sentences

with the agreements would also be cancelled.

stock awards (“RSAs”) granted to members of the Company’s board during the three and six months ended June 30,

2025 and 2024 were 1,029

shares and 1,429

shares, respectively.

During the three and six months ended June 30, 2025 and 2024, RSAs vested in the amount of 1,079

shares and 2,308

shares, respectively.

The Company recognized stock-based compensation expense for RSAs of $ 2

for the three months ended June 30, 2025 and 2024, respectively, and $ 6

for the six months ended June 30, 2025 and 2024, respectively.

RSAs outstanding as of June 30, 2025 and June 30, 2024 were 1,029

shares and 1,079

shares, respectively.

TO CONDENSED FINANCIAL STATEMENTS (unaudited)

the Three and Six Months Ended June 30, 2025 and 2024)

unrecognized compensation cost related to stock options and RSAs that is estimated to be recognized at June 30,

2025 is as follows:

stock awards (“RSAs”) granted to members of the Company’s board during the nine months ended September 30, 2025 were

1,029 shares.

There were no RSAs granted during the three months ended September 30, 2025.

RSAs granted to members of the Company’s

board during the nine months ended September 30, 2024 were 1,429 shares.

There were no RSAs granted during the three months ended September

During the three and nine months ended September 30, 2025, RSAs vested in the amount of zero shares and 1,709 shares, respectively.

During the three and nine months ended September 30, 2024, RSAs vested in the amount of zero shares and 2,308 shares, respectively.

Company recognized stock-based compensation expense for RSAs of zero and $ 4 for the three months ended September 30, 2025 and 2024, respectively,

and $ 6 and $ 18 for the nine months ended September 30, 2025 and 2024, respectively.

RSAs outstanding as of September 30, 2025 and September

30, 2024 were 1,029 shares and 1,079 shares, respectively.

unrecognized compensation cost related to stock options and RSAs that is estimated to be recognized at September 30, 2025 is as follows:

Schedule of Unrecognized Compensation Cost

estimated compensation cost to be recognized

(in thousands)

Total estimated compensation cost to be recognized

Stock Purchase Plan

Company recognized stock-based compensation expense related to its employee stock purchase plan of $ 326

for the three months ended June 30, 2025 and 2024, respectively, and $ 506

for the six months ended June 30, 2025 and 2024, respectively.

The number of shares reserved for issuance was automatically

increased by 185,716

on January 1, 2025, and will increase automatically on January 1 of each year through 2027 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

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 June 30, 2025 was 519,700 .

May 30, 2024, the Company entered into an Amended and Restated Loan and Security Agreement (the “A&R Loan Agreement”)

with Innovatus Life Sciences Lending Fund I, LP, a Delaware limited partnership (“Innovatus”), as collateral agent, and the

Lenders including Innovatus in its capacity as a Lender and Oxford Finance LLC (“Oxford”), pursuant to which Innovatus and

Oxford, as Lenders, have agreed to make certain term loans (“Term Loans”) to the Company in the aggregate principal amount

of up to $ 180 million.

The A&R Loan Agreement amends and restates, in its entirety, that certain Loan and Security Agreement, dated

April 8, 2021, as amended, between the Company and Innovatus, as collateral agent, and the Lenders named therein (the “Prior Loan

of the first $ 100

million under the A&R Loan Agreement occurred on May 30, 2024, including tranche payments of $ 16.8

million (the “Term A Loan”) and $ 21.5

million (the “Term B Loan”) reflecting repayment of the principal amount of loans under the Prior Loan Agreement plus

accrued payment-in-kind interest, in addition to $ 61.7

million of new borrowings (the “Term C Loan”).

The Company became eligible to draw on a fourth tranche of $ 30

million (the “Term D Loan”) as of July 28, 2025 and will become eligible to draw on a fifth tranche of $ 50

million (the “Term E Loan”) upon achievement of certain clinical trial milestones and satisfaction of

certain financial covenants.

The Lenders may, in their sole discretion upon the

Company’s request, make additional term loans to the Company of $ 45

million (the “Term F Loan”).

Funding of these additional tranches is also subject to other customary conditions and

limits on when the Company can request funding for such tranches.

Costs associated with the new borrowings were approximately $ 2.4

to the A&R Loan Agreement, the

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 May 1, 2029 and will bear interest at a rate equal to the sum of (a) the greater of (i) the Prime Rate

(as defined in the A&R Loan Agreement) or (ii) 7.75%, plus (b) 2.85%, provided that 1.0% of such interest will be payable

in-kind by adding an amount equal to such 1.0% of the outstanding principal amount to the then outstanding principal balance on a

monthly basis through May 31, 2027.

The A&R Loan Agreement is secured by all assets of the Company.

Proceeds will be used

for working capital purposes and to fund the Company’s general business requirements, including the ongoing Phase 3 VIKTORIA-1

clinical trial, the Phase 1b/2 CELC-G-201 clinical trial, and the Phase 3 VIKTORIA-2 clinical trial.

The A&R Loan Agreement

contains customary representations and warranties and covenants, subject to customary carve-outs, and includes financial covenants

related to liquidity and other financial measures.

Innovatus has the right, at its election and until August 9, 2025, to

convert up to 20 %

of the outstanding principal of the Term A Loan into shares of the Company’s common stock at a price per share of $ 10.00 .

Innovatus will continue to have the right to exercise a previously disclosed warrant granted to it under the Prior Loan Agreement to

purchase 26,042

shares of common stock at a price per share of $ 14.40

through April 8, 2031.

TO CONDENSED FINANCIAL STATEMENTS (unaudited)

the Three and Six Months Ended June 30, 2025 and 2024)

A&R Loan Agreement contains a Final Fee, which is equal to 4.5 % of the initial funding of the agreement and is due on the earliest

to occur of (a) the Maturity Date, (b) the acceleration of any Term Loan, and (c) the prepayment of the Term Loans.

There is also a contingent

non-utilization fee for both the Term D and Term E Loans.

Because the Company achieved the Term D Milestone on July 28, 2025, if the Company (i) fails to draw the full

amount of the Term D Loan during the Term D Draw Period and (ii) fails to notify Collateral Agent, at any time before the date that is

four weeks after the Company’s achievement of the Term D Milestone, of the Company’s intent not to draw the full amount of

the Term D Loan, a non-utilization fee of $ 0.9 million with respect to the Term D Loan shall become due and payable on the earliest

of (i) the termination of the Term D Draw Period, (ii) the Maturity Date, (iii) the acceleration of any Term Loan, and (iv) the prepayment

in whole of the Term Loans.

If the Company achieves the Term E Milestone and (i) fails to draw the full amount of the Term E Loan during

the Term E Draw Period and (ii) fails to notify Collateral Agent, at any time before the date that is four weeks after the Company’s

achievement of the Term E Milestone, of the Company’s intent not to draw the full amount of the Term E Loan, a non-utilization

fee of $ 1.5 million with respect to the Term E Loan shall become due and payable on the earliest of (i) the termination of the Term

E Draw Period, (ii) the Maturity Date, (iii) the acceleration of any Term Loan, and (iv) the prepayment in whole of the Term Loans.

the 18-month anniversary of the Effective Date, the Company shall have the option to prepay all, but not less than all, of the Term Loans

advanced by the Lenders under the A&R Loan Agreement, provided the Company (i) provides written notice to Collateral Agent of its

election to prepay the Term Loans at least seven business days prior to such prepayment, and (ii) pays to Lenders on the date of such

prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding

principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Fee, (C) the Prepayment

Fee, plus (D) all other outstanding Obligations that are due and payable, including, without limitation, Lenders’ Expenses and

interest at the Default Rate with respect to any past due amounts.

At May 30, 2024, the Company recognized the Final Fee of $ 4.5 million

as additional debt principal and a corresponding debt discount to be amortized over the life of the loan.

connection with the funding of each of the Term C Loan, the Term D Loan, the Term E Loan and the Term F Loan, the Company agreed to issue

to Innovatus and Oxford warrants to purchase that number of shares of the Company’s common stock equal to 2.5 % of the principal

amount of the applicable Term Loan divided by the exercise price, which shall, with respect to the Term C Loan, be equal to the lower

of (i) the volume weighted average closing price of the Company’s common stock for the five-trading day period ending on the last

trading day immediately preceding the execution of the A&R Loan Agreement or (ii) the closing price on the last trading day immediately

preceding the execution of the A&R Loan Agreement.

Accordingly, on May 30, 2024, the Company issued 103,876 warrants with an exercise

price of $ 14.84 per share.

The relative fair value of the warrants was approximately $ 1.2 million.

For the additional Term Loans, the

exercise price will be based on the lower of (i) the exercise price for the Warrants issued pursuant to the Term C Loan or (ii) the volume

weighted average closing price of the Company’s common stock for the five-trading day period ending on the last trading day immediately

preceding the applicable Term Loan funding.

The Warrants may be exercised on a cashless basis and are exercisable through the tenth anniversary

of the applicable funding date.

The number of shares of common stock for which each Warrant is exercisable and the associated exercise

price are subject to certain proportional adjustments as set forth in such Warrant.

May 13, 2025, the Company entered into the First Amendment (the “First Amendment”) to the A&R Loan Agreement, pursuant

to which the Company agreed to (i) pay Oxford an amendment fee of $40,000 on the effective date of the First Amendment, (ii) extend to

March 9, 2026 the expiration date of Innovatus’ right to convert up to 20% of the outstanding principal of the Term A Loan into

shares of the Company’s common stock at a price per share of $10.00, (iii) extend the expiration date of the Term D Draw Period

to the earlier of (x) August 31, 2025 and (y) the occurrence of an Event of Default (as defined in the A&R Loan Agreement), (iv)

update the liquidity covenant to increase the Minimum Liquidity Percentage (as defined in the First Amendment) to 50% if the Company

fails to achieve the Term D Milestone prior to June 1, 2025 and to decrease the Minimum Liquidity Percentage back to 30% if the Company

subsequently achieves the Term D Milestone prior to the end of the Term D Draw Period, and (v) release Innovatus and the Lenders from

any and all claims arising out of or related to the A&R Loan Agreement, the First Amendment and related documentation.

Company evaluated the change of terms under ASC 470-50, “Debt – Modification and Extinguishment”, and concluded the

change in terms did not result in significant and consequential changes to the economic substance of the debt and thus resulted in a

modification of the debt and not an extinguishment of the debt.

TO CONDENSED FINANCIAL STATEMENTS (unaudited)

the Three and Six Months Ended June 30, 2025 and 2024)

debt consisted of the following at June 30, 2025 and December 31, 2024:

Schedule of Long-term Debt

PIK interest (added to principal)

unamortized debt issuance costs

unamortized debt discount

long-term debt

principal payments, including the incurred PIK interest and Final Fee, are as follows:

Schedule of Long Term Debt 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, investigational, multi-target PAM inhibitor that potently targets all four Class I PI3K isoforms, mTORC1, and mTORC2

to induce comprehensive blockade of the PAM pathway.

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.

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.

One of these milestone events requires a $ 5.0 million payment within 60 days following the

Food and Drug Administration (“FDA”) regulatory filing of a New Drug Application (“NDA”) for gedatolisib.

The Company has determined the NDA filing with the

FDA is now probable and has recorded this as a research and development expense during the three and six months ended June 30,

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 patent 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.

Subsequent Events

Amendment to Amended and Restated Loan and Security Agreement

July 28, 2025, the Company entered into the Second Amendment (the “Second Amendment”) to the A&R Loan Agreement,

pursuant to which the A&R Loan Agreement was amended to (i) subject to certain terms and conditions, permit the issuance of the

Notes (as defined below) and certain transactions in connection therewith, including the conversion thereof settled solely in common

stock (together with cash in lieu of the issuance of any fractional share of common stock), (ii) permit capped call transactions in

connection with the pricing of the Notes, (iii) require an amendment fee payable by the Company to Oxford in the amount of $ 25,000 ,

which was paid upon execution of the Second Amendment, and (iv) extend to May

9, 2026 the expiration date of Innovatus’ right to convert up to 20 %

of the outstanding principal of the Term A Loan into shares of the Company’s common stock at a price per share of $ 10.00 .

TO CONDENSED FINANCIAL STATEMENTS (unaudited)

the Three and Six Months Ended June 30, 2025 and 2024)

in connection with the release of the topline data from the wild-type cohort of the VIKTORIA-1 Phase 3 clinical trial, the Company achieved the Term D Milestone (as defined in the A&R Loan Agreement) and therefore is eligible to draw an additional $ 30.0

million of indebtedness under the Term D Loan (as defined in the A&R Loan Agreement).

The Company intends to draw down such $ 30.0 million in

late August 2025 prior to the expiration of the Term D Draw Period (as defined in the A&R Loan Agreement) on August 31, 2025.

2025 Equity Offering

July 30, 2025, the Company entered into an underwriting agreement (the “Equity Underwriting Agreement”) with Jefferies

LLC, TD Securities (USA) LLC, and Leerink Partners LLC as representatives (the “Representatives”) of the several

underwriters named therein (collectively, the “Underwriters”) agreeing, subject to customary conditions, to issue and

sell in a public offering (i) 1,836,842

shares (the “Shares”) of the Company’s common stock, at a price to the public of $ 38.00

per Share and (b) in lieu of Shares to certain investors, pre-funded warrants to purchase up to 400,000

shares of common stock (the “Pre-Funded Warrants”), at a price to the public of $ 37.999

per Pre-Funded Warrant, which represents the per share public offering price for the Shares less the $ 0.001

per share exercise price for each such Pre-Funded Warrant (the “Equity Offering”).

In addition, pursuant to the Equity

Underwriting Agreement, the Company granted the Underwriters an option to purchase up to an additional 335,526

shares of common stock (the “Option Shares”), less underwriting discounts and commissions.

The Underwriters exercised

their option to purchase the Option Shares in full on July 30, 2025.

The Equity Offering was completed on July 31, 2025.

net proceeds from the Equity Offering, after deducting underwriting discounts and commissions and offering expenses, were

approximately $ 91.6

million, including the proceeds from the Underwriters’ exercise of their option in full to purchase the Option Shares.

Company may also receive nominal proceeds, if any, from the exercise of the Pre-Funded Warrants.

Pre-Funded Warrant is exercisable for one share of common stock at an exercise price of $ 0.001 per share, or alternatively, at the election

of each holder, shares of common stock may be issued through a cashless exercise, with the net number of shares of common stock determined

according to the formula set forth in each Pre-Funded Warrant.

The Pre-Funded Warrants are exercisable at any time after the date of

issuance until all of the Pre-Funded Warrants

are exercised.

A holder (together with its “attribution parties,” as defined in the Pre-Funded Warrant) may not exercise

any portion of the Pre-Funded Warrants if immediately after exercise, the holder (together with its attribution parties), would beneficially

own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise.

a holder may increase or decrease such percentage to any other percentage not in excess of 19.99%, which increase or decrease shall not

become effective until 61 days after notice from the holder to the Company.

Company recognized stock-based compensation expense related to its employee stock purchase plan of $ 327 and $ 83 for the three months

ended September 30, 2025 and 2024, respectively, and $ 833 and $ 192 for the nine months ended September 30, 2025 and 2024, respectively.

The number of shares reserved for issuance was automatically increased by 185,716 on January 1, 2025, and will increase automatically

on January 1 of each year through 2027 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

The total remaining shares available for issuance under the employee stock purchase plan as of September 30, 2025 was 519,700 .

CELCUITY INC.

(For the Three and Nine Months

Ended September 30, 2025 and 2024)

2025 Convertible Notes Offering

July 30, 2025, the Company also entered into an underwriting agreement (the “Note Underwriting Agreement”) with the

Underwriters, subject to customary conditions, to issue and sell in a public offering $ 175,000,000

aggregate principal amount of the Company’s 2.750 %

Convertible Senior Notes due 2031 (the “Notes”) to the Underwriters (the “Note Offering”).

pursuant to the Note Underwriting Agreement, the Company granted the Underwriters an option to purchase up to an additional $ 26,250,000

aggregate principal amount of Notes solely to cover over-allotments.

On July 30, 2025, the Underwriters exercised such option to

purchase an additional $ 26,250,000

aggregate principal amount of Notes.

The issuance of $ 201,250,000

aggregate principal amount of Notes was completed on August 1, 2025.

The Notes were issued

pursuant to, and are governed by, an indenture (the “Base Indenture”), dated as of August 1, 2025, between the Company

July 30, 2025, the Company entered into an underwriting agreement (the “Note Underwriting Agreement”) with the Underwriters,

subject to customary conditions, to issue and sell in a public offering $ 175.0 million aggregate principal amount of the Company’s

2.750 % Senior Notes due 2031 (the “Notes”) to the Underwriters (the “Note Offering”).

In addition, pursuant to

the Note Underwriting Agreement, the Company granted the Underwriters an option to purchase up to an additional $ 26.3 million aggregate

principal amount of Notes solely to cover over-allotments.

On July 30, 2025, the Underwriters exercised such option to purchase an additional

$ 26.3 million aggregate principal amount of Notes.

The issuance of $ 201.3 million aggregate principal amount of Notes was completed on August

Notes were issued pursuant to, and are governed by, an indenture (the “Base Indenture”), dated as of August 1, 2025, between

the Company and U.S.

Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental

indenture (the “Supplemental Indenture,” and the Base Indenture, as supplemented by the Supplemental Indenture, the

“Indenture”), dated as of August 1, 2025, between the Company and the Trustee.

The net proceeds from the Note Offering,

after deducting underwriting discounts and commissions and offering expenses, were approximately $ 194.9

million, including the proceeds from the Underwriters’ exercise of their over-allotment option in full.

TO CONDENSED FINANCIAL STATEMENTS (unaudited)

the Three and Six Months Ended June 30, 2025 and 2024)

indenture (the “Supplemental Indenture,” and the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”),

dated as of August 1, 2025, between the Company and the Trustee.

The net proceeds from the Note Offering, after deducting underwriting

discounts and commissions and offering expenses, were approximately $ 194.9 million, including the proceeds from the Underwriters’

exercise of their over-allotment option in full.

Notes are general, unsecured, senior obligations of the Company.

35 unchanged sentences

certain de-listing events with respect to the common stock.

CELCUITY INC.

(For the Three and Nine Months

Ended September 30, 2025 and 2024)

the Notes contain a beneficial ownership limitation, and as a result of such limitation, noteholders do not have the right to convert

7 unchanged sentences

in no event can exceed 19.99%.

Warrants Exercised

In July 2025, an investor exercised

1,286,960 warrants at an exercise price of $ 8.05 , which generated approximately $ 10.4 million in cash.

The warrants were issued pursuant

to a private placement that closed on December 9, 2022.

2025, investors exercised 200,000 warrants at an exercise price of $ 8.05 , which generated approximately $ 1.6 million in cash.

were issued pursuant to a private placement that closed on December 9, 2022.

issuance costs attributed to the Notes amounted to $ 6.3 million and were discounted from the Notes.

The issuance cost discount is being

amortized to interest expense over the term of the Notes based on the effective interest rate method.

For each of the three and nine

month periods ended September 30, 2025, discount amortization charged to interest expense related to the issuance costs was $ 0.2 million.

and Restated Loan and Security Agreement

September 9, 2025, the Company entered into the Third Amendment (the “Third Amendment”) to the Amended and Restated Loan

and Security Agreement (the “A&R Loan Agreement”) with Oxford Finance LLC, a Delaware limited liability company (“Oxford”),

as collateral agent and a lender, Innovatus Life Sciences Lending Fund I, LP, a Delaware limited partnership (“Innovatus”),

as a lender, and the other lenders party thereto (together with Oxford and Innovatus, the “Lenders”), pursuant to which the

A&R Loan Agreement was amended to (i) replace Innovatus with Oxford as collateral agent;

(ii) recognize the achievement of the Term

D Milestone (as defined in the A&R Loan Agreement, as amended by the Third Amendment (the “Amended A&R Loan Agreement”))

and provide for the immediate disbursement of the $ 30.0

million Term D Loan (as defined in the Amended A&R Loan

(iii) increase the size of the Term E Loan (as defined in the Amended A&R Loan Agreement) from $ 50.0

million to up to $ 100.0

million, which Term E Loan may only be drawn upon FDA approval

of gedatolisib in second line wild-type advanced breast cancer patients post CDK4/6 inhibitor therapy;

(iv) add three new up to $ 40.0

million Term F Loans (as defined in the Amended A&R Loan

Agreement), which may only be drawn upon achievement of certain trailing three months’ product revenue thresholds;

the prior $ 45.0

million Term F Loan (as defined in the A&R Loan Agreement)

with a new $ 150.0

million Term G Loan (as defined in the Amended A&R Loan

Agreement), which continues to be available only in the Lenders’ sole discretion upon the Company’s request;

an amendment fee payable by the Company to the Lenders in the amount of $ 50,000 ,

which was paid at the closing of the Third Amendment;

(vii) make certain revisions to the non-utilization fee for the Term E Loan, and

add a new non-utilization fee for the Term F Loans, in each case equal to 3.0% of the applicable unfunded commitment, after taking into

consideration any reductions to the applicable term loan commitment that the Company may make by notice to the collateral agent before

the date that is eight weeks after the achievement of any applicable milestones;

and (viii) extend the maturity date of the term loans

to November 1, 2029.

The Term E Loan and each Term F Loan also are subject to other customary conditions and limits on when the Company

can request funding.

With the disbursement of the $ 30.0 million Term D Loan, the Company received net proceeds of approximately

$ 27.8 million.

In accordance with the A&R Loan Agreement, a Final Fee

equal to 4.5 % of the $ 30.0 million Term D Loan was recognized and an additional $ 1.4 million was added to debt principal and a corresponding

debt discount to be amortized over the life of the loan.

connection with the Third Amendment, the Company issued warrants with an exercise price of $ 14.84 per share to purchase an aggregate

of 50,537 shares of the Company’s common stock to Innovatus, Oxford, and certain of its affiliates (the “Third Amendment

The Third Amendment Warrants may be exercised on a cashless basis and are exercisable through the tenth anniversary

of the funding date of the Term D Loan.

The number of shares of common stock for which each Third Amendment Warrant is exercisable and

the associated exercise price are subject to certain proportional adjustments as set forth in such Third Amendment Warrant.

CELCUITY INC.

(For the Three and Nine Months

Ended September 30, 2025 and 2024)

portion of the proceeds from the Term D Loan in the amount of $ 2.8 million was allocated to the Third Amendment Warrants based on their

relative fair value to the underlying Term D Loan.

The proceeds allocated to the Third Amendment Warrants were recorded as additional

paid in capital in the accompanying condensed consolidated balance sheets and were discounted from the Term D Loan.

The relative fair

value of the Third Amendment Warrants was based on the Black-Scholes method with the following assumptions:

risk-free interest rate of

expected volatility of 74.4 %;

expected life of 10.0 years;

and expected dividend yield 0 %.

The underlying stock price used in

the analysis was the traded market price.

The discount related to the Third Amendment Warrants is being amortized to interest expense

ratably over the term of the Term D Loan.

July 28, 2025, the Company entered into the Second Amendment (the “Second Amendment”) to the A&R Loan Agreement with

Innovatus, as collateral agent, and the Lenders including Innovatus in its capacity as a Lender and Oxford, pursuant to which Innovatus

and Oxford, as Lenders, have agreed to make certain term loans (“Term Loans”) to the Company in the aggregate principal amount

of up to $ 180 million.

The A&R Loan Agreement was amended to (i) subject to certain terms and conditions, permit the issuance of

the Notes discussed above and certain transactions in connection therewith, including the conversion thereof settled solely in common

stock (together with cash in lieu of the issuance of any fractional share of common stock), (ii) permit capped call transactions in connection

with the pricing of the Notes, (iii) require an amendment fee payable by the Company to Oxford in the amount of $ 25,000 , which was paid

upon execution of the Second Amendment, and (iv) extend to May 9, 2026 the expiration date of Innovatus’ right to convert up to

20 % of the outstanding principal of the Term A Loan into shares of the Company’s common stock at a price per share of $ 10.00 .

in connection with the release of the topline data from the wild-type cohort of the VIKTORIA-1 Phase 3 clinical trial, the Company achieved

the Term D Milestone (as defined in the A&R Loan Agreement) and therefore became eligible to draw an additional $ 30.0 million of

indebtedness under the Term D Loan (as defined in the A&R Loan Agreement).

As described above, the Term D Loan was disbursed to the

Company in connection with the Third Amendment.

May 13, 2025, the Company entered into the First Amendment (the “First Amendment”) to the A&R Loan Agreement, pursuant

to which the Company agreed to (i) pay Oxford an amendment fee of $40,000 on the effective date of the First Amendment, (ii) extend to

March 9, 2026 the expiration date of Innovatus’ right to convert up to 20% of the outstanding principal of the Term A Loan into

shares of the Company’s common stock at a price per share of $10.00, (iii) extend the expiration date of the Term D Draw Period

to the earlier of (x) August 31, 2025 and (y) the occurrence of an Event of Default (as defined in the A&R Loan Agreement), (iv)

update the liquidity covenant to increase the Minimum Liquidity Percentage (as defined in the First Amendment) to 50% if the Company

had failed to achieve the Term D Milestone prior to June 1, 2025 and to decrease the Minimum Liquidity Percentage back to 30% if the

Company subsequently achieves the Term D Milestone prior to the end of the Term D Draw Period, and (v) release Innovatus and the Lenders

from any and all claims arising out of or related to the A&R Loan Agreement, the First Amendment and related documentation.

30, 2024 Amendment and Restatement

May 30, 2024, the Company entered into the A&R Loan Agreement.

The A&R Loan Agreement amended and restated, in its entirety,

that certain Loan and Security Agreement, dated April 8, 2021, as amended, between the Company and Innovatus, as collateral agent, and

the Lenders named therein (the “Prior Loan Agreement”).

of the first $ 100 million under the A&R Loan Agreement occurred on May 30, 2024, including tranche payments of $ 16.8 million (the

“Term A Loan”) and $ 21.5 million (the “Term B Loan”) reflecting repayment of the principal amount of loans under

the Prior Loan Agreement plus accrued payment-in-kind interest, in addition to $ 61.7 million of new borrowings (the “Term C Loan”).

As described above, the Term D Loan was disbursed to the Company in connection with the Third Amendment.

Prior to the Third Amendment,

the Company also would have become eligible to draw on a fifth tranche of $ 50 million (the “Term E Loan”), upon achievement

of certain clinical trial milestones and satisfaction of certain financial covenants.

The Lenders also could have, in their sole discretion

upon the Company’s request, made additional term loans to the Company of $ 45 million (the “Term F Loan”).

these additional tranches was also subject to other customary conditions and limits on when the Company could have requested funding

for such tranches.

Costs associated with the new borrowings were approximately $ 2.4 million.

CELCUITY INC.

(For the Three and Nine Months

Ended September 30, 2025 and 2024)

to the A&R Loan Agreement, the 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 bear interest at a rate equal to the sum of (a) the greater of (i) the Prime Rate (as defined

in the A&R Loan Agreement) or (ii) 7.75%, plus (b) 2.85%, provided that 1.0% of such interest will be payable in-kind by adding an

amount equal to such 1.0% of the outstanding principal amount to the then outstanding principal balance on a monthly basis through May

The A&R Loan Agreement is secured by all assets of the Company.

Proceeds are being used for working capital purposes and

to fund the Company’s general business requirements, including the ongoing Phase 3 VIKTORIA-1 clinical trial, the Phase 1b/2 CELC-G-201

clinical trial, and the Phase 3 VIKTORIA-2 clinical trial.

The A&R Loan Agreement contains customary representations and warranties

and covenants, subject to customary carve-outs, and includes financial covenants related to liquidity and other financial measures.

to the Second Amendment, Innovatus also had the right, at its election and until August 9, 2025, to convert up to 20 % of the outstanding

principal of the Term A Loan into shares of the Company’s common stock at a price per share of $ 10.00 .

Innovatus will continue

to have the right to exercise a previously disclosed warrant granted to it under the Prior Loan Agreement to purchase 26,042 shares of

common stock at a price per share of $ 14.40 through April 8, 2031.

A&R Loan Agreement contains a Final Fee, which is equal to 4.5 % of the initial funding of the agreement and is due on the earliest

to occur of (a) the Maturity Date, (b) the acceleration of any Term Loan, and (c) the prepayment of the Term Loans.

There is also a contingent

non-utilization fee for the Term E Loans.

Following the disbursement of the Term D Loan in connection with the Third Amendment, the non-utilization

provisions related to the Term D Loan are no longer operative.

The Term D Loan shall become due and payable on the earliest of (i) the

termination of the Term D Draw Period, (ii) the Maturity Date, (iii) the acceleration of any Term Loan, and (iv) the prepayment in whole

of the Term Loans.

If the Company achieves the Term E Milestone and (i) fails to draw the full amount of the Term E Loan during the Term

E Draw Period and (ii) fails to notify Collateral Agent, at any time before the date that is four weeks after the Company’s achievement

of the Term E Milestone, of the Company’s intent not to draw the full amount of the Term E Loan, a non-utilization fee with respect

to the Term E Loan shall become due and payable on the earliest of (i) the termination of the Term E Draw Period, (ii) the Maturity Date,

(iii) the acceleration of any Term Loan, and (iv) the prepayment in whole of the Term Loans.

After the 18-month anniversary of the Effective

Date, the Company shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under the A&R

Loan Agreement, provided the Company (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least

seven business days prior to such prepayment, and (ii) pays to Lenders on the date of such prepayment, payable to each Lender in accordance

with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid

interest thereon through the prepayment date, (B) the Final Fee, (C) the Prepayment Fee, plus (D) all other outstanding Obligations that

are due and payable, including, without limitation, Lenders’ Expenses and interest at the Default Rate with respect to any past

At May 30, 2024, the Company recognized the Final Fee of $ 4.5 million as additional debt principal and a corresponding debt

discount to be amortized over the life of the loan.

connection with the funding of each of the Term C Loan and the Term D Loans, the Company agreed to issue to Innovatus and Oxford warrants

to purchase that number of shares of the Company’s common stock equal to 2.5 % of the principal amount of the applicable Term Loan

divided by the exercise price, which was, with respect to the Term C Loan, equal to the lower of (i) the volume weighted average closing

price of the Company’s common stock for the five-trading day period ending on the last trading day immediately preceding the execution

of the A&R Loan Agreement or (ii) the closing price on the last trading day immediately preceding the execution of the A&R Loan

Accordingly, on May 30, 2024, the Company issued 103,876 warrants with an exercise price of $ 14.84 per share.

fair value of the warrants was approximately $ 1.2 million.

For the Term D Loans, the exercise price was based on the lower of (i) the

exercise price for the warrants issued pursuant to the Term C Loan or (ii) the volume weighted average closing price of the Company’s

common stock for the five-trading day period ending on the last trading day immediately preceding the Term D Loan funding.

Third Amendment, the Company also was required to issue warrants to Innovatus and Oxford in connection with the funding of the Term E

Loan and the Term F Loan.

The warrants may be exercised on a cashless basis and are exercisable through the tenth anniversary of the

applicable funding date.

The number of shares of common stock for which each warrant is exercisable and the associated exercise price

are subject to certain proportional adjustments as set forth in such warrant.

CELCUITY INC.

(For the Three and Nine Months

Ended September 30, 2025 and 2024)

Company evaluated the change of terms under ASC 470-50, “Debt – Modification and Extinguishment” with respect to the

Third Amendment, the Second Amendment, the First Amendment and the A&R Loan Agreement and concluded the change in terms did not result

in significant and consequential changes to the economic substance of the debt and thus resulted in a modification of the debt and not

an extinguishment of the debt.

debt consisted of the following at September 30, 2025 and December 31, 2024:

Schedule of Long-term Debt

(in thousands)

September 30, 2025

December 31, 2024

PIK interest (added to principal)

unamortized debt issuance costs

unamortized debt discount

Total long-term debt

principal payments, including the incurred PIK interest and Final Fee, are as follows:

Schedule of Long Term Debt Future Principal Payments

(in thousands)

Years 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, investigational, multi-target PAM inhibitor that potently targets all four Class I PI3K isoforms, mTORC1, and mTORC2 to induce

comprehensive blockade of the PAM pathway.

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.

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

One of these milestone events requires a $ 5.0

million payment within 60 days following the FDA regulatory filing of a New Drug Application (“NDA”) for gedatolisib.

The FDA granted the Company’s request to submit its NDA via the FDA’s Real-Time Oncology Review (“RTOR”)

program, and the Company made its first NDA pre-submission in September 2025 and expects to complete its final

NDA submission to the FDA in the fourth quarter of 2025.

The Company has recorded the $ 5.0 million NDA filing milestone as a

research and development expense in June 2025.

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 patent 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.

Subsequent Events

October 2025, investors exercised 2,930,420 warrants at an exercise price of $ 8.05 , which generated approximately $ 23.6 million

The warrants were issued pursuant to a private placement that closed on December 9, 2022.

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-Q

Item 1. Financial Statements