Celcuity Inc. 10-Q

ITEM 5. Other Information Trading Plans On June 13, 2025, Brightstone Venture Capital Fund, LP (“Brightstone”) adopted a 10b5-1 plan for the sale of up to 229,335 shares of Celcuity Inc. common stock beginning December 15, 2025 through December 15, 2026. This plan, along with a 10b5-1 plan that was adopted on December 13, 2024 for the sale of up to 229,325 shares of Celcuity Inc. common stock beginning April 14, 2025 through December 13, 2025, were terminated on August 18, 2025. On August 19, 2025, Brightstone adopted a 10b5-1 plan for the sale of up to 125,000 shares of Celcuity Inc. common stock beginning November 18, 2025 through November 18, 2026. Director David Dalvey is a General Partner at Brightstone. During the three months ended September 30, 2025, none of our other directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) 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. 42 ITEM 6. Exhibits EXHIBIT INDEX Exhibit No. Description 3.1 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 Current Report on Form 8-K filed with the SEC on October 9, 2024). 3.2 Bylaws (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). 4.1 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2025). 4.2 Indenture, dated as of August 1, 2025, between Celcuity Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2025). 4.3 First Supplemental Indenture, dated as of August 1, 2025, between Celcuity Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2025). 4.4 Form of certificate representing the 2.750% Convertible Senior Notes due 2031 (included as Exhibit A in Exhibit 4.3 above). 4.5 Form of Warrant to Purchase Stock issued in connection with the Third Amendment to Amended and Restated Loan and Security Agreement, dated September 9, 2025 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 10, 2025). 10.1 Second Amendment to Amended and Restated Loan and Security Agreement, dated July 28 2025, by and among the Company, Innovatus Life Sciences Lending Fund I, LP, as collateral agent, the Lenders named therein and Oxford Finance LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2025). 10.2* Third Amendment to Amended and Restated Loan and Security Agreement, dated September 9, 2025, by and among the Company, Oxford Finance LLC, as collateral agent, the Lenders named therein 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 September 10, 2025). 31.1** Certification of Chairman and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2** Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1*** Certification of Chairman and Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2*** Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101** The following information from the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2025, formatted in Inline XBRL: (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Changes in Stockholders’ Equity, (iv) the Condensed Statements of Cash Flows, (v) the Notes to Condensed Financial Statements, and (vi) the information under Part II, Item 5, “Other Information.” 104** Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain information has been excluded from this exhibit because it both (i) is not material and (ii) is the type that the registrant treats as private or confidential. ** Filed herewith. *** Furnished herewith. 43 SIGNATURES Pursuant 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. Dated: November 13, 2025 CELCUITY INC. By /s/ Brian F. Sullivan Brian F. Sullivan Chairman and Chief Executive Officer (Principal Executive Officer) By /s/ Vicky Hahne Vicky Hahne Chief Financial Officer (Principal Financial and Accounting Officer) 44