Celcuity Inc. 10-Q

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds Recent Unregistered Sales of Equity Securities During the three months ended September 30, 2025, we issued 63,509 shares of common stock upon the exercise of previously issued warrants as follows: ● 7,917 shares were issued to the placement agent from private placements that closed on January 21, 2016 and May 2, 2016 pursuant to the exercise of warrants at an exercise price of $7.56 per share, resulting in cash proceeds of approximately $60,000; and ● 55,592 shares were issued to the underwriter of the Company’s initial public offering that closed on September 22, 2017 pursuant to the exercise of 70,000 warrants in a cashless exercise whereby 14,408 shares with a value of $10.45 per share were used to settle the exercise price and the remaining 55,592 shares were issued to the warrant holder. The shares were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. Issuer Purchases of Equity Securities None. ITEM 3. Defaults Upon Senior Securities None. ITEM 4. Mine Safety Disclosures None.