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Item 8. Financial Statements and Supplementary Data

2026-03-26 compared with 2025-03-31 · 1047 added, 782 removed, 194 unchanged (90% of the section changed)

Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

Stockholders of Celcuity Inc.

of Celcuity Inc.

on the Financial Statements

31 unchanged sentences

Audit Matters

audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required

to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements

and (2) involved our especially challenging, subjective, or complex judgments.

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

We determined that there were no critical audit matters.

1 unchanged sentence

March 26, 2026

Celcuity Inc.

Balance Sheets

thousands, except share and par value amounts)

December 31, 2025

2 unchanged sentences

Cash and cash equivalents

Prepaid clinical trial costs

Other current assets

2 unchanged sentences

Operating lease right-of-use assets

$ 245,123,047

$ 191,219,398

Other non-current assets

Liabilities and stockholders’ equity

1 unchanged sentence

Accounts payable

Operating lease liabilities

Accrued expenses

Accrued clinical trial costs

Other accrued expenses

Operating lease liabilities, current

Total current liabilities

Operating lease liabilities

Operating lease liabilities, non-current

Convertible debt

Note payable, non-current

3 unchanged sentences

Preferred stock, $ 0.001 par value:

2,500,000 shares authorized;

317,577 and 854,134 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively

Common stock, $ 0.001 par

95,000,000 and 65,000,000 shares

authorized as of December 31, 2024 and December 31, 2023, respectively;

37,143,242 and 25,506,012

shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively

2,500,000 shares authorized as of December 31, 2025 and 2024;

0 and 317,577 shares issued and outstanding as of December 31, 2025 and 2024, respectively

Common stock, $ 0.001 par value:

95,000,000 shares authorized as of December 31, 2025 and 2024;

48,244,960 and 37,143,242 shares issued and outstanding as of December 31, 2025 and 2024, respectively

Additional paid-in capital

Accumulated deficit

( 271,855,108 )

( 160,076,003 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

$ 245,123,047

$ 191,219,398

See accompanying notes to the financial statements

Celcuity Inc.

Statements of Operations

Twelve Months Ended December 31,

accompanying notes to the financial statements.

of Operations

thousands, except share and per share amounts)

Year Ended December 31,

Operating expenses:

Research and development

$ 104,203,230

General and administrative

1 unchanged sentence

Loss from operations

( 113,266,951 )

( 66,230,331 )

Other (expense) income:

Interest expense

( 10,280,445 )

( 5,326,387 )

Interest income

Other income, net

Other (expense) income, net

Net loss before income taxes

1 unchanged sentence

$ ( 111,779 )

Income tax benefits

$ ( 111,779,105 )

$ ( 63,779,116 )

Net loss per share, basic and diluted

Weighted average common shares outstanding, basic and diluted

See accompanying notes to the financial statements

Celcuity Inc.

Statements of Changes in Stockholders’ Equity

accompanying notes to the financial statements.

of Changes in Stockholders’ Equity

thousands, except share amounts)

Preferred Stock

Balance at December 31, 2022

$ 230,045,566

$ ( 96,296,887 )

Stockholders’

Balance as of December 31, 2023

$ ( 160,076 )

Stock-based compensation

Conversion of preferred to common stock

Conversion of preferred stock to common stock

Employee stock purchases

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

Exercise of common stock warrants

Issuance costs associated with private placement offering

Issuance of common stock in an ATM offering

Issuance costs associated with an ATM offering

Issuance of pre-funded warrants

Issuance costs associated with pre-funded warrants

( 63,779,116 )

Balance at December 31, 2023

$ 299,818,965

$ ( 160,076,003 )

$ 139,769,322

$ 299,818,965

$ ( 160,076,003 )

$ 139,769,322

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

Issuance of common stock in an ATM offering, net of issuance costs

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 as of December 31, 2024

Stock-based compensation

Conversion of preferred to common stock

Conversion of preferred stock to common stock

Employee stock purchases

1 unchanged sentence

Exercise of common stock warrants, 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

( 111,779,105 )

Balance at December 31, 2024

$ 387,436,682

$ ( 271,855,108 )

$ 115,619,035

$ 387,436,682

Issuance of common stock warrants in connection with note agreement

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

Balance as of December 31, 2025

$ ( 448,897 )

See accompanying notes to the financial statements

Celcuity Inc.

Statements of Cash Flows

Twelve Months Ended December 31,

accompanying notes to the financial statements.

of Cash Flows

Year Ended December 31,

Cash flows from operating activities:

1 unchanged sentence

$ ( 111,779 )

Adjustments to reconcile net loss to net cash used for operations:

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

Stock-based compensation

1 unchanged sentence

Payment-in-kind interest

Non-cash operating lease, net

Non-cash operating lease expense

Change in accrued interest income

Changes in operating assets and liabilities:

Other current assets

( 3,438,018 )

Prepaid clinical trial costs

Other current and non-current assets

Accounts payable

Accrued expenses

Net cash used for operating activities

( 83,466,743 )

( 53,812,253 )

Accrued clinical trial costs

Other accrued expenses

Net cash used in operating activities

Cash flows from investing activities:

1 unchanged sentence

Purchases of investments

( 705,164,950 )

( 314,525,084 )

Purchases of property and equipment

Net cash used for investing activities

( 63,069,283 )

( 5,008,207 )

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 follow-on offering, net of underwriting discounts and offering costs

Proceeds from note payable, net of debt issuance costs and discount of $ 2,437,644

Proceeds from exercise of common stock options

Proceeds from exercise of common stock warrants

Proceeds from convertible debt, net of debt issuance costs of $ 6,246 and $ 0 during the years ended December 31, 2025 and 2024, respectively

Proceeds from note payable, net of debt issuance costs of $ 2,255 and $ 2,438 during the years ended December 31, 2025 and 2024, respectively

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

Proceeds from an ATM offering, net of issuance costs

Proceeds from pre-funded warrants, net of offering costs

Payments for secondary registration statement costs

Payments for debt issuance costs

Payments for finance leases

Net cash provided by financing activities

Net change in cash and cash equivalents

( 8,147,951 )

Cash and cash equivalents:

2 unchanged sentences

Supplemental disclosure of cash flow information:

Interest paid

Cash paid for interest

Cash paid for operating leases

Supplemental disclosures of non-cash investing and financing activities:

Deferred financing costs and offering and registration statement costs included in accounts payable

Property and equipment included in accounts payable

Common stock warrants issued with the note payable transaction

See accompanying notes to the financial statements

CELCUITY INC.

NOTES TO FINANCIAL STATEMENTS

Nature of Business

Celcuity 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 potent, well-tolerated, small molecule reversible inhibitor, administered

intravenously, that selectively targets all Class I isoforms of phosphatidylinositol-3-kinase (“PI3K”) and the two mechanistic

targets of rapamycin (“mTOR”) sub-complexes, mTORC1 and mTORC2.

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.

A Phase 3 clinical trial, VIKTORIA-1, evaluating gedatolisib in combination with fulvestrant with or without palbociclib in patients with

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

Site selection and activation activities for a Phase 3 clinical trial,

VIKTORIA-2, evaluating gedatolisib in combination with a CDK4/6 inhibitor and fulvestrant as first-line treatment for patients with HR+/HER2-

advanced breast cancer has commenced.

The first patient is expected to be dosed in the second quarter 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 currently underway.

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

Property and equipment included in accounts payable

Deferred financing, offering and registration statement costs included in accounts payable

accompanying notes to the financial statements.

TO FINANCIAL STATEMENTS

Organization and Liquidity

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”)

Its 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 (“ABC”) has completed enrollment 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- ABC is ongoing.

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.

The Company was co-founded

in 2012 by Brian F.

Sullivan and Dr.

Laing and is based in Minnesota.

has not generated any revenues to date.

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

Basis of Presentation

The accompanying financial statements

have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.

GAAP”) and pursuant

to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Operating results for the year ended December

31, 2024 are not necessarily indicative of results to be expected for any future year.

Accounting Estimates

Management uses estimates and assumptions in preparing these

financial statements in accordance with U.S.

Those estimates and assumptions affect the reported amounts of assets and liabilities,

the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

Actual results could differ from those estimates

and the difference could be material.

Significant items subject to such estimates and assumptions include the valuation of stock-based

compensation and prepaid or accrued clinical trial costs.

The Company has not generated any revenue to date.

inception, the Company has not generated any revenue from product sales or other sources and has incurred operating losses and negative

cash flows from operations.

The Company’s primary uses of cash, cash equivalents, and investments to date have been funding clinical

trials and research and development activities, the scaling of commercial launch related activities such as marketing, supply chain,

distribution, market access and other commercial operations, business planning, establishing and maintaining the Company’s intellectual

property portfolio, hiring personnel, leasing premises and associated capital expenditures, raising capital, and providing general and

administrative support for these operations.

As of December 31, 2025, the Company had an accumulated deficit of $ 448.9 million.

the Company has funded operations primarily through private placements, registered offerings of its equity securities, convertible notes,

and borrowings under loan agreements.

of December 31, 2025, the Company had $ 441.5 million in cash, cash equivalents and short-term investments.

The Company believes its existing

cash, cash equivalents and short-term investments will be sufficient to fund planned operations for at least one year from the issuance

of these financial statements.

Company is subject to risks common to companies in the development stage including, but not limited to, the clinical and commercial success

of its initial drug product, gedatolisib, the regulatory approval of gedatolisib, the need for substantial additional financing to achieve

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

Basis of Presentation and Summary of Significant Accounting Policies

of Presentation

accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States

GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Operating results during the year ended December 31, 2025, are not necessarily indicative of results to be expected for any future year.

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

Those estimates and assumptions

affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue

and expenses.

Actual results could differ from those estimates and the difference could be material.

Significant items subject to such

estimates and assumptions include the valuation of stock-based compensation and prepaid or accrued clinical trial costs.

and Cash Equivalents

Company maintains its accounts at two financial institutions.

As of December 31, 2025 and 2024, the Company had $ 165.7 million and $ 22.5

million, respectively, in business checking accounts and money market funds that are considered cash equivalents.

Cash and cash equivalents

The Company maintains its accounts at two financial institutions.

At times throughout the year, the Company’s cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation.

At December 31, 2024 and December 31, 2023, the Company had $ 22,514,823 and $ 30,662,774 , respectively, in business checking accounts and

money market funds that are considered cash equivalents and not insured by the Federal Deposit Insurance Corporation.

The Company maintains its investments in U.S.

governmental agency

securities and U.S.

treasury bills and has classified them as held-to-maturity at the time of purchase.

Held-to-maturity purchases are

those securities in which the Company has the ability and intent to hold until maturity.

Held-to-maturity securities are recorded at amortized

cost, adjusted for the amortization or accretion of premiums and discounts.

Premiums and discounts are amortized or accreted over the

life of the related held-to-maturity security using a straight-line method.

The difference between the carrying value, which is based

on cost, and the aggregate fair value of the held-to-maturity securities, was immaterial as of December 31, 2024.

At December 31, 2024

and December 31, 2023, the Company had $ 212,588,960 and $ 149,919,974 , respectively, of short-term investments.

Property and Equipment

Property and equipment are stated at cost.

Depreciation is provided

over estimated useful lives using the straight-line method.

Maintenance and repairs are expensed as incurred;

major improvements and betterments

are capitalized.

Estimated useful lives of property and equipment are as follows for the

major classes of assets:

are classified as Level 1 assets under the fair value hierarchy.

Company maintains its investments in U.S.

treasury securities and has classified them as held-to-maturity at the time of purchase.

Held-to-maturity

purchases are those investments which the Company has the ability and intent to hold until maturity.

Held-to-maturity investments are

recorded at amortized cost, adjusted for the amortization or accretion of premiums and discounts.

Premiums and discounts are amortized

or accreted over the life of the related held-to-maturity investment using the straight-line method.

The difference between the carrying

value, which is based on cost, and the aggregate fair value of the held-to-maturity investments, was immaterial as of December 31, 2025.

As of December 31, 2025 and 2024, the Company had $ 275.8 million and $ 212.6 million, respectively, of short-term investments.

Value of Financial Instruments

Company’s accounting for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the

financial statements on a recurring or nonrecurring basis adheres to the Financial Accounting Standards Board (“FASB”) fair

value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.

The hierarchy gives the highest priority

to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements

involving significant unobservable inputs (Level 3 measurements).

The accounting guidance establishes a three-tier fair value hierarchy,

which prioritizes the inputs used in measuring fair value as follows:

Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement date.

Other than quoted prices included in Level 1, inputs that are observable for the asset or liability, either directly or indirectly,

for substantially the full term of the asset or liability.

Unobservable inputs that are significant to the fair value measurement and supported by little or no market activity.

level in the fair value hierarchy within which a fair value measurement in its entirety falls, is based on the lowest level input that

is significant to the fair value measurement in its entirety.

carrying values of cash equivalents, accounts payable, accrued expenses and other financial working capital items approximate fair value

as of each of December 31, 2025 and 2024, due to the short maturity nature of these items.

Refer to Note 10 for disclosures around the

Company’s 2.750 % Senior Notes due 2031 (the “Notes”) and note payable.

Concentration

of Credit Risk

instruments which potentially subject the Company to significant concentration of credit risk consist of cash, cash equivalents, and

The Company maintains deposits in federally insured financial institutions in excess of federally insured limits.

has not experienced any losses in such accounts, and management believes that the Company is not exposed to significant credit risk due

to the financial position of the depository institutions in which those deposits are held.

for Credit Losses

investments in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that

it will be required to sell, the investment before recovery of its amortized cost basis.

If either of the criteria regarding intent or

requirement to sell is met, the investment’s amortized cost basis is written down to fair value through earnings.

For investments

that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses

or other factors.

In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes

in interest rates, and any changes to the rating of the security by a rating agency, among other factors.

If this assessment indicates

that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost

basis of the investment.

If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit

loss exists and an allowance for credit losses is recorded, limited by the amount that the fair value is less than the amortized cost

Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive loss.

and Equipment

and equipment are stated at cost.

Depreciation is provided over estimated useful lives using the straight-line method.

Maintenance and

repairs are expensed as incurred;

major improvements and betterments are capitalized.

useful lives of property and equipment are as follows for the major classes of assets:

Schedule of Estimated Useful Lives of Property and Equipment

Asset description

Estimated useful life

Furniture and equipment

Leasehold improvements

Long-Lived Assets

Long-lived assets, such as property and equipment, are reviewed for impairment

whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

If circumstances require

a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be

generated by that asset or asset group to its carrying value.

If the carrying value of the long-lived asset or asset group is not recoverable

on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value.

is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent

appraisals, as considered necessary.

Deferred Transaction Costs

Deferred transaction costs primarily consist of legal fees that are capitalized

as incurred and will be offset against the proceeds from future equity financing arrangements.

The deferred transaction costs will be

reviewed periodically to assess the probability that future securities will be offered.

In the event that no future offering will occur,

any deferred transaction costs will be expensed.

Total costs incurred, but not accounted for as a reduction in equity, were $ 235,379 and

$ 0 as of December 31, 2024 and 2023, respectively.

Debt Issuance Costs

The Company recognizes debt issuance costs as deferred costs, which are

capitalized and amortized over the term of the related debt using the effective interest method.

These costs primarily consist of fees,

commissions, legal, and other costs directly attributable to securing debt financing.

Debt issuance costs are reported as a direct reduction

of the carrying amount of the related debt on the balance sheets.

Amortization of these costs is recorded as interest expense in the statements

of operations over the life of the debt instrument.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’

equity that result from transactions and economic events other than those with stockholders.

For all periods presented, there was no difference

between net loss and comprehensive loss.

Risks and Uncertainties

The Company is subject to risks common to companies in the development

stage including, but not limited to, dependency on the clinical and commercial success of its initial drug product, gedatolisib, the ability

to obtain regulatory approval for gedatolisib, the need for substantial additional financing to achieve its goals, uncertainty of broad

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

Fair Value of Financial Instruments

The Company’s accounting for fair value measurements of

assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring or nonrecurring basis

adheres to the Financial Accounting Standards Board (“FASB”) fair value hierarchy that prioritizes the inputs to valuation

techniques used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical

assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level

3 measurements).

The three levels of the fair value hierarchy are as follows:

Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement

Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly,

for substantially the full term of the asset or liability.

Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available,

thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

The level in the fair value hierarchy within which a fair value

measurement in its entirety falls, is based on the lowest level input that is significant to the fair value measurement in its entirety.

The carrying values of cash equivalents, accounts payable, accrued

expenses and other financial working capital items approximate fair value at December 31, 2024 and December 31, 2023, due to the short

maturity nature of these items.

The Company accounts for income taxes using the asset and liability method,

as required by the accounting standard for income taxes.

Under this method, deferred tax assets and liabilities are recognized for the

future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities

and their respective tax bases, as well as net operating loss and tax credit carryforwards.

Deferred taxes are measured using enacted

tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred taxes of a change in tax rates is recognized in results of operations in the period that includes the enactment

The effects of any future changes in tax laws or rates have not been considered.

The Company regularly reviews deferred tax assets

to assess their potential realization and establish a valuation allowance for portions of such assets to reduce the carrying value if

the Company does not consider it to be more likely than not that the deferred tax assets will be realized.

The Company recognizes the impact of an uncertain tax position in its financial

statements if, in management’s judgment, the position is more-likely-than-not sustainable upon audit based on the position’s

technical merits.

This involves the identification of potential uncertain tax positions, the evaluation of applicable tax laws and an

assessment of whether a liability for an uncertain tax position is necessary.

Stock-Based Compensation

The Company’s stock-based compensation consists of stock

options and restricted stock issued to certain employees and non-employees of the Company and the Company’s 2017 Employee Stock

Purchase Plan.

The Company recognizes compensation expense based on an estimated grant date fair value using the Black-Scholes option-pricing

method for equity-based awards and the Monte Carlo simulation model for performance-based awards.

Shorter of remaining lease term or estimated useful life

the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and

circumstances presented in the arrangement, including whether the Company controls the use of identified assets.

The Company classifies

leases with a term greater than one year as either operating or finance leases at the lease commencement date and records a right-of-use

asset and current and non-current lease liabilities, as applicable, on the balance sheets.

The Company has elected not to recognize on

the balance sheets leases with terms of one year or less, but payments are recognized as expense on a straight-line basis over the lease

Company’s leases may include options to extend or terminate the leases.

Periods covered by an option to extend the lease are included

in the lease term when it is reasonably certain that the Company will exercise that option.

Periods covered by an option to terminate

the lease are included in the lease term when it is reasonably certain that the Company will not exercise that option.

The Company monitors

its plans to renew or terminate its material leases each reporting period.

If a lease includes provisions for leasehold improvements

for which the Company has an obligation to pay, the Company determines if the improvements should be considered lessor or lessee assets.

If the improvements are considered lessor assets, the Company records the payments in the calculation of the lease liability and corresponding

right-of-use asset.

liabilities and the corresponding right-of-use assets are recorded based on the present value of lease payments over the remaining lease

The present value of future lease payments is discounted using the interest rate implicit in the lease contracts if that rate

is readily determinable;

otherwise, the Company utilizes information available at the commencement of the lease to calculate the incremental

borrowing rate, which reflects the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar

term and in a similar economic environment.

cost is recognized on a straight-line basis over the lease term and variable lease payments are recognized as operating expenses in the

period in which the obligation for those payments is incurred.

Variable lease payments primarily include common area maintenance, utilities,

real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company.

The Company has elected to account for the lease and non-lease components together as a single component for all classes of underlying

Software Development Costs

Company capitalizes qualifying costs incurred during the application development stage related to software developed for internal use.

Capitalized software development costs are classified as other non-current assets on the balance sheets.

As of December 31, 2025 and

2024, the Company had $ 0.1 million and no capitalized software development costs, respectively.

Company amortizes the capitalized software development costs on a straight-line basis over the estimated useful life of the software,

beginning when the asset is substantially ready for use.

The amortization of capitalized software development costs is reflected in general

and administrative expenses.

The Company did not record any amortization expense during the years ended December 31, 2025 and 2024.

assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying

amount of an asset may not be recoverable.

If circumstances require a long-lived asset or asset group be tested for possible impairment,

the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value.

carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized

to the extent that the carrying value exceeds its fair value.

Fair value is determined through various valuation techniques including

discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary.

Transaction Costs

transaction costs primarily consist of legal fees that are capitalized as incurred and will be offset against the proceeds from future

equity financing arrangements.

The deferred transaction costs will be reviewed periodically to assess the probability that future securities

will be offered.

In the event that no future offering will occur, any deferred transaction costs will be expensed.

Total costs incurred,

but not accounted for as a reduction in equity, were $ 0.2 million and $ 0.2 million as of December 31, 2025 and 2024, respectively.

transaction costs are classified as other assets on the balance sheets.

Issuance Costs

Company recognizes debt issuance costs as deferred costs, which are capitalized and amortized over the term of the related debt

using the effective interest method.

These costs primarily consist of fees, commissions, and legal and other costs directly

attributable to securing debt financing.

Debt issuance costs are reported as a direct reduction of the carrying amount of the

related debt on the balance sheets.

Amortization of these costs is recorded as interest expense in the statements of operations over

the life of the debt instrument.

In the event of early extinguishment of debt, any related unamortized debt issuance costs are

written off and recognized as a component of the gain or loss on extinguishment of debt in the statements of operations.

Comprehensive

loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other

than those with stockholders.

For all periods presented, there was no difference between net loss and comprehensive loss.

and Contingencies

Company recognizes a liability with regard to loss contingencies when it believes it is probable a liability has been incurred, and the

amount can be reasonably estimated.

If some amount within a range of loss appears at the time to be a better estimate than any other

amount within the range, the Company accrues that amount.

When no amount within the range is a better estimate than any other amount,

the Company accrues the minimum amount in the range.

The Company has not recorded any such liabilities as of December 31, 2025 and 2024.

Company’s stock-based compensation consists of stock options, restricted stock awards and restricted stock units issued

to certain employees and non-employees of the Company under the 2017 Amended and Restated Stock Incentive Plan, and shares issued under

the 2017 Employee Stock Purchase Plan (the “ESPP”).

Company has elected to account for forfeitures as they occur.

Company recognizes stock-based compensation expense based on the estimated grant date fair value using the Black-Scholes

option-pricing model and the expense is recognized on a straight-line basis over the requisite service period.

Compensation expense

for awards with performance-based conditions is recognized when the achievement of the performance condition is deemed

Company utilizes the Monte Carlo simulation model for awards with market-based vesting conditions.

If the factors change and different

assumptions are used, the Company’s stock-based compensation expense could be materially different in the future.

The Company recognizes

stock-based compensation expense for these options on a straight-line basis over the requisite service period.

The Company has elected

to account for forfeitures as they occur.

Research and Development

Research and development costs are expensed as incurred.

Research and development

costs amounted to $ 104,203,230 for the year ended December 31, 2024 and $ 60,594,005 for the year ended December 31, 2023.

Clinical Trial Costs

The Company relies on third parties to conduct

certain aspects of clinical studies and to formulate and manufacture our drug product.

While 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.

The Company records prepaid assets or accrued expenses for prepaid or estimated clinical

trial costs conducted by third-party service providers, which includes the conduct of preclinical studies and clinical trials.

costs can be a significant component of the Company’s research and development expenses.

The Company primarily relies on a

compilation of progress reports from third-party service providers, including the respective invoicing, to record actual expenses,

along with determining changes to prepaid assets and accrued liabilities.

To date, the Company believes utilization of third-party

reports most accurately reflects expenses incurred.

With the ongoing VIKTORIA-1 Phase 3 trial and the CELC-G-201 Phase 1b/2 trial,

and the commencement of the VIKTORIA-2 Phase 3 clinical trial site activation and patient enrollment anticipated in Q2 2025 ,

the Company’s estimated expenses in future periods and actual services performed may vary from these estimates, and these

estimates may become more significant.

Changes in these estimates that result in material changes to the Company’s prepaid

assets or accrued expenses could materially affect the Company’s results of operations and financial position.

In November 2023, the FASB issued ASU 2023-07:

Improvements to Reportable

Segment Disclosures.

This ASU, which amends Topic 280:

Segment Reporting, improves disclosure requirements for reportable segments

and enhances disclosures for companies with single reportable segments.

The Company has a single reportable segment based on the nature

of its operations.

The nature of business and the accounting policies of the segment are the same as described throughout Notes 1 and

The Company’s Chief Operating Decision Maker (“CODM”) is its executive team.

The CODM assesses the reportable segment’s performance

and allocates resources for the reportable segment based on net income and total assets, which are the same amounts in all material respects

as those reported on the statements of operations and balance sheets.

The Company adopted the standard on January 1, 2024.

did not have a material impact on the Company’s financial statements.

Based on the Company’s cash and cash equivalents and short-term investments

on hand at December 31, 2024 of $ 22,514,823 and $ 212,588,960 , respectively, the Company believes that its cash and short-term investments

will be sufficient to fund the Company’s current operating plan through at least the next 12 months from the issuance date of this

Annual Report.

inputs for the Black-Scholes valuation model and the Monte Carlo simulation model require management’s significant assumptions,

including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) expected

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.

The expected term of the award is based on

the simplified method in accordance with SEC Staff Accounting Bulletin Nos.

The risk-free interest rate is based on the

rate for U.S.

treasury securities at the date of grant with maturity dates approximately equal to the expected term of the award at the

The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay

any dividends on its common stock.

price per share of common stock is determined by using the closing market price on the Nasdaq Capital Market on the grant date.

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

options granted to employees.

In the event the Company terminates any of its consulting agreements, the unvested options issued in connection

with such agreements would also be cancelled.

Company records compensation expense based on the quoted fair value of the shares on the grant date over the requisite service period.

expense for ESPP rights is recorded in line with each respective offering period.

and Development

and development costs are expensed as incurred.

Research and development costs were $ 145.0 million and $ 104.2 million during the years

ended December 31, 2025 and 2024, respectively.

Company relies on third-party service providers to conduct certain aspects of clinical studies and to formulate and manufacture its drug

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

third-party service providers in carrying out their contractual duties could delay its clinical trials and/or the commercial launch of

gedatolisib, if approved by the U.S.

Food and Drug Administration (“FDA”).

The Company records prepaid or accrued

clinical trial costs conducted by third-party service providers, which includes the conduct of clinical trials.

These costs can be a

significant component of the Company’s research and development expenses.

The Company uses progress reports from third-party service

providers, including the respective invoicing, to record actual expenses, along with determining changes to prepaid or accrued clinical

With the ongoing clinical trials, the Company’s estimated expenses in future periods and actual services performed

may vary from these estimates, and these estimates may become more significant.

Changes in these estimates that result in material changes

to the Company’s prepaid or accrued clinical trial costs could materially affect the Company’s results of operations and

financial position.

payments and other consideration under license agreements are expensed as research and development expense upon receipt of the license,

and annual maintenance fees under license agreements are expensed in the period in which they are incurred.

license agreements include milestone payments which are recognized when it becomes probable that the achievement of those milestones

The Company records this expense as research and development expense in its statements of operations.

Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting

expenses related to making such applications) and such costs are included in general and administrative expenses in the statements of

Company accounts for income taxes using the asset and liability method, as required by the accounting standard for income taxes.

this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the

financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as net operating loss

and tax credit carryforwards.

Deferred taxes are measured using enacted tax rates expected to apply to taxable income in the years in

which those temporary differences are expected to be recovered or settled.

The effect on deferred taxes of a change in tax rates is recognized

in results of operations in the period that includes the enactment date.

The effects of any future changes in tax laws or rates have

not been considered.

The Company regularly reviews deferred tax assets to assess their potential realization and establish a valuation

allowance for portions of such assets to reduce the carrying value if the Company does not consider it to be more likely than not that

the deferred tax assets will be realized.

Company recognizes the impact of an uncertain tax position in its financial statements if, in management’s judgment, the position

is more-likely-than-not sustainable upon audit based on the position’s technical merits.

This involves the identification of potential

uncertain tax positions, the evaluation of applicable tax laws and an assessment of whether a liability for an uncertain tax position

is necessary.

Company has one reportable operating segment, which is the development of targeted therapies for the treatment of multiple solid tumor

The Company’s chief operating decision makers (“CODMs”) are its chief executive officer, chief science

officer and chief financial officer, who, together manage the Company’s operations as one operating segment for the purpose of

evaluating financial performance and allocating resources.

The CODMs assess the performance and allocate resources for the reportable

segment based on net loss and total assets, which are the same amounts in all material respects as those reported in the statements of

operations and balance sheets.

Recently Adopted

Accounting Pronouncements

December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09,

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which enhances the annual income

tax disclosures for the effective tax rate reconciliation, income taxes paid, and continuing operations.

ASU 2023-09 also eliminates

certain disclosure requirements related to unrecognized tax benefits.

ASU 2023-09 is effective for annual reporting periods beginning

after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-09 on January 1, 2025 on a retrospective basis.

Accounting Pronouncements Not Yet Adopted

November 2024, the FASB issued ASU 2024-03 , Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures

(Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public entities to provide

disaggregated disclosure of income statement expense.

In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting

Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date , to clarify the effective

date of ASU 2024-03.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods

beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of ASU 2024-03 on its

financial statements and related disclosures.

July 2025 , the FASB issued ASU 2025-05 , Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU

2025-05”), which provides certain entities with an additional practical expedient for estimating expected credit losses on current

accounts receivable and current contract assets arising from revenue transactions under Accounting Standards Codification (“ASC”)

ASU 2025-05 is effective for all entities for annual and interim periods in fiscal years beginning after December 15, 2025.

adoption is permitted for all entities.

The Company is currently evaluating the impact of ASU 2025-05 on its financial statements and

related disclosures.

September 2025, the FASB issued ASU No.

2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for

internal-use software.

ASU 2025-06 removes all references to software development stages and requires capitalization of software costs

when management has committed to the software project, and it is probable the software will be completed and perform to its intended

In evaluating whether it is probable the project will be completed, management is required to consider whether there is significant

uncertainty associated with the development activities of the software.

ASU 2025-06 is effective for annual and interim periods beginning

after December 15, 2027.

The guidance may be applied on a prospective basis, a modified basis for in-process projects, or a retrospective

The Company is currently evaluating the timing, method of its adoption, and effect of ASU 2025-06 on its financial statements

and related disclosures.

Net Loss Per Common Share

Basic and diluted net loss per common share is determined by dividing net

loss attributable to common stockholders by the weighted-average 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.

The following table summarizes the potentially-dilutive shares excluded

from the diluted weighted-average shares outstanding:

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

Potentially-dilutive shares excluded from diluted weighted-average shares outstanding:

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

and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average

common shares outstanding during the period.

For all periods presented, the common shares underlying the options, convertible note, warrants,

restricted stock and preferred 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.

following table summarizes the potentially-dilutive shares that have been excluded from the calculation of diluted weighted-average shares

outstanding because their inclusion would be anti-dilutive:

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

Year Ended December 31,

Options to purchase common stock

Convertible note as-if-converted-to-common stock

Warrants to purchase common stock

Restricted common stock

Anti-dilutive securities excluded from

diluted weighted- average shares outstanding

Pre-funded warrant shares of 5,747,787 are included in the computation

of basic and diluted net loss per share for the years ended December 31, 2024 and 2023, as the pre-funded warrants are issuable for nominal

consideration.

The following table summarizes the Company’s held-to-maturity investment

securities at amortized cost as of December 31, 2024 and 2023:

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

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

As of December 31, 2025, the number of shares

issuable based on the Company’s closing common stock price would be 3,923,002 if the Notes were converted in full.

the years ended December 31, 2025 and 2024, pre-funded warrant shares of 6,147,787 and 5,747,787 , respectively, were included in the

computation of basic and diluted net loss per share, as the pre-funded warrants are exercisable for nominal consideration.

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

at historical cost adjusted for amortization of premiums and accretion of discounts.

Expected credit losses, if any, are recorded through

the establishment of an allowance for credit losses.

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

treasury 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 investments and has no allowance for credit losses recorded for these

As of December 31, 2025, all of the Company’s held-to-maturity investments had maturities of one year or less.

following tables summarize the Company’s held-to-maturity investments (in thousands):

Schedule of Investment

3 unchanged sentences

Estimated Fair Value

December 31, 2024

As of December 31, 2025

Amortized Cost, as Adjusted

2 unchanged sentences

Estimated Fair Value

Treasury Bills

$ 212,588,960

$ 212,671,211

$ 212,588,960

$ 212,671,211

treasury securities

Amortized Cost, as Adjusted

2 unchanged sentences

Estimated Fair Value

December 31, 2023

As of December 31, 2024

Amortized Cost, as Adjusted

2 unchanged sentences

Estimated Fair Value

Treasury Bills

$ 149,919,974

$ 149,950,969

$ 149,919,974

$ 149,950,969

The fair value of the Company’s held-to-maturity debt securities

is determined based upon inputs, other than the quoted prices in active markets, that are observable either directly or indirectly, and

are classified as Level 2 fair value instruments.

Other Current Assets

Other current assets consisted of the following at

Schedule of Other Current Assets

Prepaid clinical trial costs

Miscellaneous receivable

Directors & officers’ insurance

treasury securities

Company’s U.S.

treasury securities are classified as Level 2 investments within the fair value hierarchy.

These assets have been

valued based on quoted prices in active markets for similar assets or other inputs that are observable or can be corroborated by observable

were no changes in valuation techniques or transfers within the fair value hierarchy during the years presented.

Property and Equipment

Property and equipment consisted of the following

at December 31:

and equipment, net consisted of the following (in thousands):

Summary of Property and Equipment

As of December 31,

Furniture and equipment

Leasehold improvements

Property and equipment, Gross

Total property and equipment, gross

Accumulated depreciation

( 1,991,937 )

( 1,861,990 )

Depreciation expense

was $ 129,947 and $ 142,772 for the years ended December 31, 2024 and 2023, respectively.

Accrued Expenses

Accrued expenses consisted of the following at December

Schedule of Accrued Expenses

Clinical trial costs

Accrued compensation

Employee stock purchase plan

Operating and Finance Leases

The Company leases its corporate space in Minneapolis,

Minnesota, with an operating lease in place through April 30, 2026.

The lease provides for monthly rent, real estate taxes, and operating

Rent expense is recorded on a straight-line basis over the lease term.

In March 2023, the Company signed the fourth amendment

to extend this lease through April 30, 2026.

This amendment provides for monthly rent, real estate taxes and operating expenses.

In May 2018, the Company entered into a non-cancelable finance

lease agreement for office equipment with a five-year term.

The underlying assets are included in furniture and equipment.

The lease contains

a bargain purchase option at the end of the lease.

The finance lease expired in May 2023 and the equipment was acquired for the bargain

purchase option price.

When an implicit rate is not provided, the Company uses its

incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease

Supplemental balance sheet information consisted of the following at December

Schedule of Supplemental Balance Sheet Information Related to Leases

Operating Lease

Right-of-use assets

Operating lease liability

short term portion

Long term portion

Maturity analysis under lease agreements consisted of the following as

of December 31, 2024:

Schedule of Maturity Analysis Under Lease Agreements

Operating Leases

Total property and equipment, net

expense was $ 0.2 million and $ 0.1 million during the years ended December 31, 2025 and 2024, respectively.

Other Accrued Expenses

accrued expenses consisted of the following (in thousands):

of Other Accrued Expenses

As of December 31,

Employee compensation and benefits

License milestone

Consulting and professional fees

of December 31, 2025, and 2024, accounts payable included $ 0 and $ 820 of accrued interest, respectively.

and Finance Leases

Company leases its corporate space in Minneapolis, Minnesota, with an operating lease in place through April 30, 2026 (the “Existing

The Existing Lease provides for monthly rent, real estate taxes, and operating expenses.

Rent expense is recorded on a

straight-line basis over the lease term.

November 2025, the Company entered into a lease for clinical laboratory and office space in Minnesota for 19,594 square feet.

term will commence on April 1, 2026 and is 62 months with two options to extend the lease term for five years each.

The Company also

has a one-time option to terminate the lease at the end of the third year, provided certain conditions are met.

To exercise this option,

the Company must pay a termination fee equal to eight months’ rent plus the landlord’s unamortized transaction costs, which

include abated rent, tenant improvement allowances and broker fees.

The initial annual lease payment is $ 0.3 million and increases by

3.5% on an annual basis, resulting in total undiscounted future minimum lease payments of $ 1.5 million over the initial 62 -month term.

As of December 31, 2025, the lease has not commenced and is therefore excluded from the tables below.

an implicit rate is not provided, the Company uses its incremental borrowing rate based on the information available at the lease commencement

date in determining the present value of the lease payments.

minimum lease payments under the Company’s Existing Lease consisted of the following (in thousands):

of Minimum Lease Payments

Year Ending December 31,

Total minimum lease payments

Present value discount

Present value of net minimum lease payments

Weighted Average

Remaining Lease Term

Discount Rate

Operating lease

Lease costs for the period ended December 31:

Amount representing interest

Present value of operating lease liabilities

operating lease liabilities, current

Operating lease liabilities, non-current

weighted-average remaining lease term and discount rate under the Company’s Existing Lease were as follows:

As of December 31,

Weighted-average remaining lease term

Weighted-average discount rate

following table presents components of lease costs (in thousands):

Schedule of Lease Costs

Year Ended December 31,

Operating lease cost

Finance lease cost:

Variable lease cost

Supplemental cash flow information related to leases for the period ended December 31:

Schedule of Supplemental Cash Flow Information Related to Leases

Cash paid for amounts included in operating and finance leases:

Operating cash outflow from operating leases

Operating cash outflow from finance leases

Financing cash outflow from finance leases

Total cash paid for amounts

included in operating and finance leases

Clinical Research Studies

The Company enters into contracts in the normal course of business to conduct

research and development programs internally and through third parties that include, among others, arrangements with vendors, consultants,

CMOs, and CROs.

The Company has a license agreement in place with Pfizer to research, develop, manufacture and commercialize gedatolisib.

In conjunction with the license agreement, the Company completed a Phase 1b clinical trial – B2151009 related to gedatolisib.

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 subjected to amendments

as a result of any change orders executed by the parties.

As of December 31, 2024, the Company had five material non-cancelable contractual

commitments with respect to these arrangements, which totaled approximately $ 9.7 million.

Total lease cost

Research Studies

Company enters into contracts in the normal course of business to conduct research and development programs internally and through third-party

service providers that include, among others, arrangements with vendors, consultants, contract manufacturing organizations, and contract

research organizations.

Contracts related to the Company’s ongoing clinical trials are generally cancelable with advance notice

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.

As of December 31, 2025, the Company had $ 5.5 million of non-cancelable

purchase commitments with respect to these arrangements.

Rights Agreement

connection with a securities purchase agreement with certain investors pursuant to which the Company agreed to sell to the investors

in a private placement pre-funded warrants to purchase up to 5,747,787 shares of the Company’s common stock in October 2023 (the “Securities Purchase Agreement”),

the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the investors.

the Registration Rights Agreement, the Company agreed to file a registration statement and to use commercially reasonable efforts to cause such registration statement to become effective and to keep such

registration statement effective until such time as there are no longer registrable securities held by the Investors.

the Company fails to meet the specified filing deadlines, effectiveness deadlines, or maintain the effectiveness of the registration

statement, the

Company is required to make pro rata payments to each holder as liquidated damages in an amount equal to 1.0% of the aggregate

amount paid pursuant to the Securities Purchase Agreement by such investor for each 30-day period or pro rata for any portion

thereof during which such event continues, provided that the maximum liquidated damages shall not exceed 6.0% of the aggregate

amount invested by each such holder in the registrable securities.

Company accounts for these arrangements in accordance with ASC 825-20, Registration Payment Arrangements .

As of December 31,

2025, the required registration statement has been timely filed and declared effective by the SEC, and the Company remains in

compliance with the maintenance requirements.

Management has determined that it is not probable that the Company will be obligated

to pay any liquidated damages;

accordingly, no liability has been recorded for these arrangements.

Stockholders’ Equity

Capital Stock

At December 31, 2023, the Company’s authorized

capital stock consisted of 65,000,000 shares of $ .001 par value common stock, of which 25,506,012 shares were outstanding, and 2,500,000

shares of $ .001 par value preferred stock, of which 854,134 shares were outstanding.

In 2024, several of the Company’s preferred

shareholders elected to convert 536,557 shares of Series A Convertible Preferred Stock into 5,365,570 shares of common stock, in accordance

with the Securities Purchase Agreement dated May 15, 2022.

The cost basis of the shares transferred is $ 5.75 per share.

In 2024, several of the Company’s investors

exercised 1,827,357 common stock warrants at exercise prices ranging between $ 8.05 and $ 9.50 per share, which generated approximately

$ 14.7 million in cash.

The 1,827,357 common stock warrants were net of shares withheld for exercise price.

At 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.

December 31, 2024, no dividends have been declared on the Company’s capital stock.

Sale and Issuance of Stock

On April 22, 2024, pursuant to an Open Market Sale

Agreement SM with Jefferies LLC, as agent, the Company sold 285,714 shares of common stock in a single transaction at a price

of $ 17.50 per share, generating gross proceeds of $ 5.0 million.

On May 8, 2024, pursuant to an Open Market

Sale Agreement with Jefferies LLC, as agent, the Company sold 149,700 shares of common stock in a single transaction at a price of $ 17.65

per share, generating gross proceeds of $ 2.6 million.

Commissions and other offering expenses related to the Open Market Sale

Agreement transactions in April and May 2024 were $ 0.3 million.

On May 30, 2024, the Company entered into an underwriting

agreement with Leerink Partners LLC, TD Securities (USA) LLC and Stifel, Nicolaus & Company, Incorporated as representatives of the

several underwriters relating to the issuance and sale of 3,871,000 shares of common stock, at a price to the public of $ 15.50 , generating

gross proceeds of approximately $ 60.0 million.

The offering closed on May 31, 2024 and resulted in net proceeds to the Company of approximately

$ 56.3 million after deducting underwriting discounts and other offering expenses payable by the Company.

The Company intends to use the

net proceeds from the offering for working capital and general corporate purposes, which may include capital expenditures, research and

development expenditures, clinical trial expenditures, expansion of business development activities and other general corporate purposes.

Pre-Funded Warrants

On October 18, 2023, the

Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Investors”)

pursuant to which the Company agreed to sell to the Investors in a private placement pre-funded warrants to purchase up to 5,747,787 shares

of the Company’s common stock, par value $ 0.001 per share.

Each Warrant to purchase one share had a purchase price of $ 8.699 per

share, and an exercise price of $ 0.001 per share for the common stock issuable upon exercise of the Warrant.

The closing of the Private

Placement occurred on October 20, 2023, and resulted in gross proceeds to the Company of approximately $ 50.0 million, before deducting

offering expenses of approximately $ 0.1 million.

Each Warrant is immediately

exercisable and will not expire.

Under the terms of the Warrants, the Company may not effect the exercise of any such Warrant, and a holder

will not be entitled to exercise any portion of any Warrant, if, upon giving effect to such exercise, the aggregate number of shares of

common stock beneficially owned by the holder (together with its affiliates, other persons acting or who could be deemed to be acting

as a group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of common

stock would or could be aggregated with the holder’s or any of the holder’s affiliates for purposes of Section 13(d) or Section

16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) would exceed 4.99% of the number of shares of

common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is calculated in accordance with

Section 13(d) of the Exchange Act and the applicable regulations of the SEC (the “Maximum Percentage”).

A holder may reset

the Maximum Percentage to a higher percentage (not to exceed 19.99%), effective 61 days after written notice to the Company, or a lower

percentage, effective immediately upon written notice to the Company.

Any such increase or decrease will apply only to that holder and

not to any other holder of Warrants.

The Securities Purchase Agreement

contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations

of the Company, other obligations of the parties and termination provisions.

Schedule of Warrants

At December 31, 2024:

# of Warrants

of December 31, 2025, the Company’s authorized capital stock consisted of 95,000,000 shares of common stock, of which 48,244,960

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

of which none were outstanding.

As of December 31, 2025, no dividends have been declared on the Company’s capital stock.

2025 Equity Offering

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

LLC (“Jefferies”), 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”).

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 $ 91.6 million,

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

The 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.

and Issuance of Stock

May 30, 2024, the Company entered into an underwriting agreement with Leerink Partners LLC, TD Securities (USA) LLC and Stifel, Nicolaus

& Company, Incorporated as representatives of the several underwriters relating to the issuance and sale of 3,871,000 shares of common

stock, at a price to the public of $ 15.50 per share, generating gross proceeds of $ 60.0 million.

The offering closed on May 31, 2024

and resulted in net proceeds to the Company of $ 56.3 million after deducting underwriting discounts and other offering expenses payable

by the Company.

May 8, 2024, pursuant to an Open Market Sale Agreement with Jefferies, as agent, the Company sold 149,700 shares of common stock

in a single transaction at a price of $ 17.65 per share, generating gross proceeds of $ 2.6 million.

April 22, 2024, pursuant to an Open Market Sale Agreement with Jefferies, as agent, the Company sold 285,714 shares of common stock

in a single transaction at a price of $ 17.50 per share, generating gross proceeds of $ 5.0 million.

and other offering expenses related to the Open Market Sale Agreement transactions in May and April 2024 were $ 0.3 million.

Stock Warrants

of December 31, 2025, the Company had the following common stock warrants outstanding:

of Common Stock Warrants

Private placement offering – issued to placement agent

2 unchanged sentences

Private placement offering – issued to placement agent

IPO - issued to underwriter

Debt financing – issued to lender

1 unchanged sentence

Debt financing – issued to lender

securities purchase agreement - issued to institutional and other accredited investors

Debt financing – issued to lender

Private placement offering – issued to investors

Equity offering – issued to underwriters

Total warrants outstanding

At December 31, 2024 and 2023, the Company had warrants

to purchase 11,268,939

and 13,011,520

shares of common stock outstanding, at a weighted average exercise price of $ 4.04

respectively.

A total of 1,842,913

warrants were exercised in the years ended December 31, 2024 and 2023, respectively.

There were 3,544

warrants that expired in 2024.

October 18, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain

investors (the “Investors”) pursuant to which the Company agreed to sell to the Investors in a private placement pre-funded

warrants to purchase up to 5,747,787 shares of the Company’s common stock, par value $ 0.001 per share.

Each warrant to purchase

one share had a purchase price of $ 8.699 per share, and an exercise price of $ 0.001 per share for the common stock issuable upon exercise

of the warrant.

warrant is immediately exercisable and will not expire.

Under the terms of the warrants, the Company may not effect the exercise of any

such warrant, and a holder will not be entitled to exercise any portion of any warrant, if, upon giving effect to such exercise, the

aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates, other persons acting or who

could be deemed to be acting as a group together with the holder or any of the holder’s affiliates, and any other persons whose

beneficial ownership of common stock would or could be aggregated with the holder’s or any of the holder’s affiliates for

purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) would exceed

4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership

is calculated in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the SEC (the “Maximum Percentage”).

A holder may reset the Maximum Percentage to a higher percentage (not to exceed 19.99%), effective 61 days after written notice to the

Company, or a lower percentage, effective immediately upon written notice to the Company.

Any such increase or decrease will apply only

to that holder and not to any other holder of warrants.

Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,

indemnification obligations of the Company, other obligations of the parties and termination provisions.

following table summarizes the activity for all common stock warrants outstanding:

of Common Stock Warrants Outstanding

Common stock warrants

Weighted- average exercise price per share

Outstanding as of December 31, 2024

( 5,282,375 )

Surrendered upon cashless exercise

Outstanding as of December 31, 2025

the year ended December 31, 2024, several of the Company’s investors exercised 1,827,357

common stock warrants, net of shares withheld for the exercise price, at exercise prices ranging between $ 8.05

per share, which generated $ 14.7

million in cash.

During the year ended December 31, 2024, 3,544

common stock warrants expired.

A preferred stock

Series A preferred stock is non-voting, and each share is convertible at the option of the holder, subject to certain limitations, into

10 shares of common stock.

Holders of Series A preferred stock are entitled to receive dividends, on an as-if-converted-to-common stock

basis, when, as and if, and in the same form as, dividends are actually paid on the common stock.

In the event of any voluntary or involuntary

liquidation, dissolution or winding up of the Company, or in the event of a Deemed Liquidation Event (as defined in the Certificate of

Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock), the holders of Series A preferred stock

are entitled to be paid from assets of the Company available for distribution to its stockholders, before any payment is made to the

holders of common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the original issue price

( $5.75 on an as-converted-to-common stock basis ), plus all accrued and unpaid dividends and (ii) the amount that the holder would have

been entitled to receive at such time if the Series A preferred stock were converted into common stock.

The Company may not, without

the consent of holders of a majority of the outstanding shares of Series A preferred stock, amend its charter in a manner that adversely

affects the powers, preferences or rights of the Series A preferred stock or issue or obligate itself to issue shares of any additional

class or series of capital stock unless the same ranks junior to the Series A preferred stock with respect to the distribution of assets

on the liquidation, dissolution or winding up of the Company and the payment of dividends.

the year ended December 31, 2025, 317,577 shares of Series A preferred stock were converted into 3,175,770 shares of common stock.

of December 31, 2025, no shares of Series A preferred stock were outstanding.

Stock-Based Compensation

Equity Incentive Plan

The 2012 Equity Incentive Plan, as amended, was adopted by the Company’s

board and approved by the members of Celcuity LLC on August 10, 2012.

The Company reserved a maximum of 625,000 shares of common stock

for issuance under the 2012 Equity Incentive Plan.

The 2012 Equity Incentive Plan provides for options, restricted stock awards, performance

stock awards or stock bonuses.

The exercise price of each option granted under the 2012 Equity Incentive Plan is not less than 100% of

the fair market value of one share on the date of grant.

The maximum permitted term of options granted under the 2012 Equity Incentive

Plan is ten years.

The Company’s board administers the 2012 Equity Incentive Plan and determines the provisions of incentive awards,

including eligible recipients, number of shares subject to an incentive award, exercise price, vesting schedule, duration of an incentive

award and other restrictions an incentive award may be subject to.

The 2012 Equity Incentive Plan was frozen on September 6, 2017 and

new awards are issued under the terms of the 2017 Amended and Restated Stock Incentive Plan.

2017 Stock Incentive Plan

The 2017 Amended and Restated Stock Incentive Plan (the “2017 Plan”)

was adopted by the Company’s board on September 6, 2017, became effective following the corporate conversion on September 15, 2017,

and was approved by stockholders at the Company’s annual stockholder meeting on May 10, 2018.

The 2017 Plan was amended and approved

by stockholders at the Company’s annual stockholder meeting on May 14, 2020.

The Company initially reserved a maximum of 750,000

shares of common stock for issuance under the 2017 Plan.

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

and 216,673 shares on January 1, 2024 and 2023, respectively, and will increase automatically on January 1 of each of 2025 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

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

At each of the Annual Meetings

held on May 12, 2021 and May 12, 2022, the stockholders approved a 500,000 increase for a total of 1,000,000 increase, to the number of

shares reserved for issuance under the 2017 Plan.

At each of the Annual Meetings held on May 11, 2023 and May 9, 2024, the stockholders

approved 1,500,000 increases for a total increase of 3,000,000 to the number of shares reserved for issuance under the 2017 Plan.

2017 Plan provides for options, restricted stock awards, stock appreciation rights, restricted stock units, performance awards and stock

The exercise price of each option granted under the 2017 Plan is not less than 100% of the fair market value of one share on

the date of grant.

August 2012, the Company adopted the 2012 Equity Incentive Plan (the “2012 Plan”).

The 2012 Plan provided for options, restricted

stock awards, performance stock awards and stock bonuses.

The exercise price of each option granted under the 2012 Plan is not less than

100% of the fair market value of one share on the date of grant.

The maximum permitted term of options granted under the 2012 Plan is

The Company’s board of directors administers the 2012 Plan and determines the provisions of incentive awards, including

eligible recipients, number of shares subject to an incentive award, exercise price, vesting schedule, duration of an incentive award

and other restrictions an incentive award may be subject to.

In September 2017, the 2012 Plan was frozen and no further awards may be

made under the 2012 Plan.

Amended and Restated Stock Incentive Plan

September 2017, the Company adopted the 2017 Amended and Restated Stock Incentive Plan (the “2017 Plan”).

The 2017 Plan provides

for the grant of options, restricted stock awards, stock appreciation rights, restricted stock units, performance awards and stock bonuses.

The exercise price of each option granted under the 2017 Plan is not less than 100% of the fair market value of one share on the date

The maximum permitted term of options granted under the 2017 Plan is ten years.

The 2017 Plan is generally administered

by the compensation committee of the Company’s board, which has the authority to interpret the 2017 Plan, grant awards and make

all other determinations necessary for the administration of the 2017 Plan.

The following table summarizes the activity for all stock options outstanding

for the years ended December 31:

The 2017 Plan is generally administered by

the compensation committee of the board of directors, which has the authority to interpret the 2017 Plan, grant awards and make all other

determinations necessary for the administration of the 2017 Plan.

number of shares reserved for issuance under the 2017 Plan will automatically increase on January 1 of each year from 2026 to 2027 by

the number of shares equal to 1.0% of the aggregate number of outstanding shares of common stock as of the immediately preceding December

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

The number of shares

reserved for issuance under the 2017 Plan was automatically increased by 371,432 and 255,060 shares on January 1, 2025 and 2024, respectively.

the years ended December 31, 2025 and 2024, the board of directors and the stockholders approved additional increases of 3,000,000 and

1,500,000 , respectively, to the number of shares reserved for issuance under the 2017 Plan.

of December 31, 2025, the number of shares available for issuance under the 2017 Plan is 2,591,634 .

granted under the 2017 Plan are exercisable at various dates as determined upon grant and will expire no more than 10 years from their

date of grant.

The exercise price of each option shall be determined by the board of directors based on the estimated fair value of the

Company’s common stock on the grant date.

The exercise price shall not be less than 100% of the fair market value of the Company’s

common stock on the grant date.

Most option grants generally vest 25 % on the first anniversary of the original vesting commencement date,

with the balance vesting monthly over the remaining three years .

The 2017 Plan is generally administered by the compensation committee

of the board of directors, which has the authority to interpret the 2017 Plan, grant awards and make all other determinations necessary

for the administration of the 2017 Plan.

following table summarizes the activity for all stock options outstanding:

Schedule of Stock Options Activity

Weighted Average Exercise Price

Options outstanding at beginning of year

Balance at December 31:

Options exercisable at December 31:

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

following table summarizes additional information about stock options outstanding and exercisable at December 31, 2024:

of Stock Options Outstanding and Exercisable

Options Outstanding

Options Exercisable

Options Outstanding

Weighted Average Remaining Contractual Life

Weighted Average Exercise Price

Aggregate Intrinsic Value

Options Exercisable

Weighted Average Exercise Price

Weighted- average exercise price per share

Weighted-average remaining contractual term

Aggregate intrinsic value

The Company recognized stock-based compensation expense for stock options

of $ 6,626,402 and $ 4,716,475 for the years ended December 31, 2024 and 2023, respectively.

In May 2022, the Company modified the exercise

price on 776,324 stock option awards to $ 5.50 , the closing market price on the Nasdaq Capital Market on May 17,2022.

The effect of this

modification on stock-based compensation was $ 106,000 and $ 134,000 for the years ended December 31, 2024 and 2023, respectively.

of this modification on stock-based compensation over the remaining service period will be approximately $ 57,000 .

In December 2021, the

Company modified the exercise price on 311,000 stock option awards to $ 13.44 , the closing market price on the Nasdaq Capital Market on

December 15, 2021.

No director or officer awards were modified.

The effect on stock-based compensation was $ 63,000 and $ 65,000 for the

years ended December 31, 2024 and 2023, respectively.

The effect on stock-based compensation over the remaining service period will be

approximately $ 35,000 .

In May 2020, the Company modified the exercise price on 203,750 stock option awards to $ 5.10 , the closing market

price on the Nasdaq Capital Market on May 14, 2020.

No director or officer awards were modified.

The effect on stock-based compensation

was $ 696 and $ 19,000 for the years ended December 31, 2024 and 2023, respectively.

There is no effect on stock-based compensation remaining.

The Black-Scholes option-pricing model was used to estimate the

fair value of equity-based awards and the Monte Carlo simulation model was used to estimate the fair value of the performance-based awards,

with the following weighted-average assumptions for the years ended December 31:

of Assumptions for Fair Value of Equity-based Awards

(in thousands)

Options outstanding as of December 31, 2024

Options outstanding as of December 31, 2025

Options exercisable as of December 31, 2025

January 2025, the Company modified previously granted stock option awards to 44 employees by reducing the exercise price of these options

to the Company’s closing common stock price on the modification date.

During the year ended December 31, 2025, the incremental

compensation expense recognized as a result of these modifications was $ 0.2 million.

The effect of these modifications on stock-based

compensation over the remaining service periods will be $ 0.3 million.

the year ended December 31, 2025, the market conditions associated with options previously granted to an employee were satisfied following

the achievement of the specified stock price threshold.

As a result, the options vested and the Company recognized $ 8.4 million in stock-based

compensation expense related to these awards during the year ended December 31, 2025.

the years ended December 31, 2025 and 2024, the weighted-average grant date fair value of options granted was $ 25.01 and $ 11.22 per share,

respectively.

The total intrinsic value of options exercised during the years ended December 31, 2025 and 2024, was $ 35.7 million and

$ 0.6 million, respectively.

Upon the exercise of stock options, the Company will issue new shares of its common stock.

As of December

31, 2025, the unrecognized compensation cost related to outstanding employee and non-employee options was $ 52.7 million and is expected

to be recognized as expense over a weighted-average period of 1.7 years.

assumptions used in the Black-Scholes option pricing model and Monte Carlo simulation model to determine the fair value of the employee

and non-employee stock option grants issued, were as follows:

Schedule of Assumptions for Fair Value of Employee

And Non-Employee Stock Option

Year Ended December 31,

Risk-free interest rate

5 unchanged sentences

Expected life (years)

5.25 to 10.00

Expected dividend yield

The 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.

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 grant date.

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 the 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 the options.

All assumptions used to calculate the grant date fair value of non-employee

options are generally consistent with the assumptions used for options granted to employees.

In the event the Company terminates any of

its consulting agreements, the unvested options issued in connection with the agreements would also be cancelled.

The Company had 1,079 and 1,958 shares of restricted stock outstanding

at December 31, 2024 and 2023, respectively, and 2,308 and 3,273 shares of restricted stock vested during the years ended December 31,

2024 and 2023, respectively.

The Company recognized stock-based compensation expense for restricted stock of $ 22,220 and $ 18,499 for the

years ended December 31, 2024 and 2023, respectively.

The total remaining shares available for grant under the Company’s

2017 Plan as of December 31, 2024 was 1,177,450 .

Total unrecognized compensation cost related to stock options and restricted

stock is estimated to be recognized at December 31:

of Unrecognized Compensation Cost

Total estimated compensation cost to be recognized

the years ended December 31, 2025 and 2024, the Company recognized stock-based compensation expense for stock options of $ 20.0 million

and $ 6.6 million, respectively.

following table summarizes restricted stock award and restricted stock unit activity during the year ended December 31, 2025:

Schedule of Restricted Stock Award And Restricted Stock Unit Activity

Weighted-average grant date fair value per share

Outstanding as of December 31, 2024

Outstanding as of December 31, 2025

of December 31, 2025, the unrecognized compensation cost related to outstanding restricted stock was $ 2.3 million and is expected to

be recognized over a weighted-average period of 1.9 years.

The total fair value of restricted stock vested during the year ended December

31, 2025 was less than $ 0.1 million.

the years ended December 31, 2025 and 2024, the Company recognized stock-based compensation expense for restricted stock of $ 0.1 million

and less than $ 0.1 million, respectively.

Employee Stock Purchase Plan

The Company’s 2017 Employee Stock Purchase Plan (the “ESPP”)

was adopted by the Company’s board on September 6, 2017 and approved by stockholders at the Company’s annual stockholder meeting

on May 10, 2018.

The Company initially reserved a total of 100,000 shares for issuance under the ESPP.

September 2017, the Company adopted the 2017 Employee Stock Purchase Plan (the “ESPP”).

The ESPP provides participating employees

with an opportunity to purchase shares of the Company’s common stock at a discount through payroll deductions.

The ESPP is available

to all employees unless they are employed for less than 20 hours per week or own 5% or more of the total combined voting power or value

of the Company’s common stock.

The ESPP is administered using overlapping 24 month offering periods (the “Offering Periods”).

Each Offering Period has four six-month purchase periods.

A new Offering Period and purchase period begin every six months on May 1 and

November 1 of each year.

Participating employees may purchase common stock, on a voluntary after tax-basis, at a price equal to 85% of

the fair market value of a share of common stock on either the offering date or the purchase date, whichever is lower.

If the purchase

date has a lower price, the employee will automatically be placed in the Offering Period beginning immediately after the purchase date.

number of shares reserved for issuance under the ESPP automatically increases on January 1 of each year from 2023 to 2027 by the number

of shares equal to 0.5% of the aggregate number of outstanding shares of common stock as of the immediately preceding December 31.

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

The number of shares reserved for

issuance was automatically increased by 127,530 and 108,337 shares on January 1, 2024 and 2023, respectively and will increase automatically

on each subsequent January 1 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 year.

The total remaining shares available for issuance under the employee stock purchase plan as of December 31, 2024 is 360,950 .

The ESPP provides participating employees with an opportunity to purchase

shares of the Company’s common stock at a discount through payroll deductions.

The ESPP is available to all employees unless they

are employed for less than 20 hours per week or own 5% or more of the total combined voting power or value of the Company’s common

The ESPP is administered using overlapping 24 month offering periods, referred to as an Offering Period.

Each Offering Period has

four six-month purchase periods.

A new Offering Period and purchase period begin every six months on May 1 and November 1 of each year.

Participating employees may purchase common stock, on a voluntary after tax-basis, at a price equal to 85% of the fair market value of

a share of common stock on either the offering date or the purchase date, whichever is lower.

If the purchase date has a lower price,

the employee will automatically be placed in the Offering Period beginning immediately after the purchase date.

The Company recognized

stock-based compensation expense related to the ESPP of $ 339,719 and $ 166,460 for the years ended December 31, 2024 and 2023, respectively.

The Company recognized total stock-based compensation

expense as follows for the years ended December 31:

issuance under the ESPP was automatically increased by 185,716 and 127,530 shares on January 1, 2025 and 2024, respectively.

of December 31, 2025, the number of shares available for issuance under the ESPP is 469,576 .

the years ended December 31, 2025 and 2024, the Company recognized stock-based compensation expense related to the ESPP of $ 1.3 million

and $ 0.3 million, respectively.

Company recognized the following stock-based compensation expense in its statements of operations (in thousands):

of Stock-based Compensation Expenses

Stock-based compensation expense in operating expenses:

Research and development

General and administrative

Stock-based compensation expense

On 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 Agreement”).

Funding 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 will be eligible to draw on a fourth

tranche of $ 30 million (the “Term D Loan”) and fifth tranche of $ 50 million (the “Term E Loan”), in each case

upon achievement of certain clinical trial milestones and satisfaction of certain financial covenants determined on a pro forma as-funded

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 was approximately $ 2.4 million.

Pursuant 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.

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

compensation expense

2025 Convertible Notes Offering

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 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.

30, 2025, the Underwriters exercised such option to purchase an additional $ 26.3 million aggregate principal amount of the Notes.

issuance of $ 201.3 million aggregate principal amount of the Notes was completed on August 1, 2025.

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 $ 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.

The Notes will accrue interest payable semi-annually in arrears on February

1 and August 1 of each year, beginning on February 1, 2026, at a rate equal to 2.750 % per year.

In addition, special interest will accrue

on the Notes upon the occurrence of certain events relating to the Company’s failure to file certain reports with the SEC as provided

in the Indenture and as described below.

The Notes also have customary provisions relating to the occurrence of “Events of Default”

(as defined in the Indenture) with certain interest penalty provisions.

The Notes will mature on August 1, 2031, unless earlier converted,

redeemed or repurchased by the Company.

may convert their Notes at their option at any time prior to the close of business on the scheduled trading day immediately preceding

the maturity date based on an initial conversion rate of 19.4932 shares of common stock, per $ 1,000 principal amount of the Notes, which

is equivalent to an initial conversion price of $ 51.30 per share of common stock.

The conversion rate is subject to customary adjustments

upon the occurrence of certain events as described in the Indenture.

In addition, if certain corporate events that constitute a “Make-Whole

Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased

for a specified period of time.

Notes will be redeemable, in whole or in part (subject to certain limitations described below), at the Company’s option at any

time, and from time to time, on a redemption date on or after August 6, 2029 and on or before the 51st scheduled trading day immediately

before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid

interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the common stock exceeds

130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days

ending on, and including, the trading day immediately before the date the Company sends the related redemption notice;

and (ii) the trading

day immediately before the date the Company sends such notice.

However, the Company may not redeem less than all of the outstanding Notes

unless at least $50.0 million aggregate principal amount of Notes are outstanding and not called for redemption as of the time the Company

sends the related redemption notice.

In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with

respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances

if it is converted after it is called for redemption.

a “Fundamental Change” (as defined in the Indenture) occurs, then, subject to certain conditions and except as set forth

in the Indenture, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount

of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

The definition in the Indenture of a Fundamental Change includes certain business combination transactions involving the Company and

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

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

all or any portion of the Notes held by such noteholder, to the extent that immediately prior to, or immediately after giving effect

to such conversion by such noteholder, together with its affiliates and any other persons acting as a group together with such noteholder

or any of such noteholder’s affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s

common stock outstanding immediately prior to, and immediately after giving effect to, the conversion of all or any portion of the Notes;

provided, that such 4.99% beneficial ownership can be increased or decreased at the discretion of the noteholder;

provided further, that

such limitation in no event can exceed 19.99%.

fair value of the Notes, which differs from their carrying value, is influenced by interest rates, stock price and stock price volatility

and is determined by prices for the Notes observed in market trading.

The market for trading of the Notes is not considered to be an

active market and therefore the fair value is determined using Level 2 inputs.

As of December 31, 2025, the carrying value and fair value

of the Notes was $ 195.3 million and $ 436.5 million, respectively.

issuance costs attributed to the Notes amounted to $ 6.4

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.

As of December 31, 2025, the effective interest rate was 3.3 %.

During the year ended December 31, 2025, interest expense related to the Notes was $ 2.7

million, including $ 0.4

million related to discount amortization.

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

(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 Agreement);

(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 ABC

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), for a total of $ 120.0

million, 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;

(vi) require an amendment fee payable by the Company to the Lenders in the amount

million, 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 $ 27.7

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.

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 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 model with the following assumptions:

risk-free interest rate of 4.1 %;

expected volatility of 74.4 %;

expected life of 10.0

and expected dividend yield of 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 less than $ 0.1 million,

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

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 less than $0.1 million 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 $ 50.0 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 $ 45.0 million (the “Term F Loan”).

of 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.

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

1 unchanged sentence

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 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 (the “Conversion Right”).

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.

The 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

If the Company achieves the Term D Milestone and (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 $ 900,000 ,

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 $ 1,500,000 , 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 due amounts.

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.

In 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

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 Agreement.

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 additional Term Loans, the exercise price will be based on the lower

The relative 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 applicable Term

Loan funding.

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

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.

The 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

Long-term debt consisted of the following at December 31, 2024 and 2023:

of Long-term Debt

$ 100,000,000

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

Prior to the 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.

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.

payable, non-current consisted of the following (in thousands):

Schedule of Long-term Debt

As of December 31,

PIK interest (added to principal)

unamortized debt issuance costs

( 1,613,734 )

unamortized debt discount

( 5,752,418 )

Total long-term debt

Future principal payments, including the incurred PIK interest and Final

Fee, are as follows:

of Long Term Debt Future Principal Payments

Years Ending December 31,

$ 105,093,288

Following the conversion of Celcuity

LLC to Celcuity Inc.

on September 15, 2017, Celcuity Inc.

began filing federal and state returns where required.

No income tax benefit

was recorded for the years 2024 and 2023, due to net losses and recognition of a valuation allowance.

The following table presents a reconciliation

of the tax expense computed at the statutory federal rate and the Company’s tax expense for the years ended December 31:

of December 31, 2025, the fair value of the note payable, which differs from its carrying value, is determined using the Company’s estimated discount rate, volatility and risk-free rate, which are

considered Level 3 inputs.

As of December 31, 2025, the fair value of the note payable was $ 160.2 million.

As of December 31, 2024,

the carrying value of the note payable approximates the fair value (Level 3 inputs).

debt issuance costs and discount will be amortized to interest expense over the term of the Notes based on the effective interest rate

As of December 31, 2025 and 2024, the effective interest rate was 12.7 % and 12.3 %, respectively.

During the year ended December

31, 2025, interest expense related to the note payable was $ 14.4 million, including $ 2.7 million related to discount amortization.

the year ended December 31, 2024, interest expense related to the note payable was $ 10.3 million, including $ 1.3 million related to discount

amortization.

of December 31, 2025, future principal payments, including the incurred PIK interest and Final Fee, are as follows (in thousands):

Schedule of Long Term Debt Future Principal Payments

Year Ending December 31,

of December 31, 2025, the Company was in full compliance with all financial covenants of the Amended A&R Loan Agreement.

License Agreement

April 8, 2021, the Company entered into a license agreement with Pfizer Inc.

(“Pfizer”) to research, develop, manufacture

and commercialize gedatolisib.

During 2021, the Company paid $ 5.0 million in upfront fees and

issued 349,406 shares of the Company’s common stock to Pfizer 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 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 completed its final NDA submission

to the FDA in November 2025.

The Company recorded the $ 5.0 million NDA filing milestone as research and development expense in June 2025.

As of December 31, 2025, this amount was included in other accrued expenses on the Company’s balance sheets.

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.

income tax benefit was recorded during the years ended December 31, 2025 and 2024, due to net losses and recognition of a valuation allowance.

The following table, which reflects the Company’s retrospective adoption of ASU 2023-09, presents a reconciliation of the

federal statutory rate to the Company’s effective tax rate, including the amount (in thousands):

Schedule of Effective Income Tax Rate Reconciliation

Tax benefit at statutory federal rate

$ ( 23,474,000 )

$ ( 13,394,000 )

Year Ended December 31,

Tax benefit at statutory rate

State income tax benefit, net of federal tax effect

Change in valuation allowance on deferred tax assets

Research & Development Credits

( 1,236,000 )

Other permanent items

Income tax benefits

Deferred income taxes reflect the net effects of temporary differences

between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The Company’s deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet basis differences.

In accordance with ASC 740, “Income Taxes,” the Company recorded a valuation allowance to fully offset the net deferred tax

asset, because it is more likely than not that the Company will not realize future benefits associated with these deferred tax assets

at December 31, 2024.

The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred

tax assets are at December 31:

Federal change in valuation allowance on deferred tax assets

Federal research and development credits

Prior year adjustments

Non-deductible items

Income tax expense (benefit)

July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing a series of corporate tax changes in the

U.S., including 100% bonus depreciation on qualified property and full expensing of domestic research and development expenditures.

The impacts of OBBBA are reflected in our results of operations during the year ended December 31, 2025.

OBBBA did not have a

material impact on the Company’s effective income tax rate and its net deferred tax assets as the Company maintains a full

valuation allowance.

tax assets (liabilities) reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for

financial reporting purposes and the amounts used for income tax purposes.

The Company’s deferred tax assets relate primarily to

its net operating loss carryforwards and other balance sheet basis differences.

In accordance with ASC 740, Income Taxes , the

Company recorded a valuation allowance to fully offset the net deferred tax assets as of December 31, 2025 and 2024, because it is more

likely than not that the Company will not realize future benefits associated with these deferred tax assets.

The tax effects of temporary

differences and carryforwards that give rise to significant portions of the deferred tax assets (liabilities) were (in thousands):

Schedule of Deferred Tax Assets and Liabilities

Deferred tax assets (liabilities):

As of December 31,

Gross deferred tax assets (liabilities):

Accrued expenses

Share-based compensation

Stock-based compensation

Property and equipment

Right-of-use assets

Lease liability

IRC 174 Expenditures

Lease liabilities

Section 174 expenditures

Start-up expenditures

Net operating losses and tax credits

Deferred tax assets before valuation allowance

Valuation allowance

( 60,214,000 )

( 36,133,000 )

Net deferred tax assets

At December 31, 2024, the Company had federal and

state net operating loss carryforwards of approximately $ 43.2 million and $ 0.8 million, respectively.

The federal and state net operating

loss carryforwards for 2017 will begin to expire in the year ending December 31, 2037.

The federal net operating loss carryforwards starting

in 2018 have no expiration.

These deferred tax assets were subject to a full valuation allowance as of December 31, 2024 and December

At December 31, 2024, the Company had federal and

state research and development tax credit carryforwards resulting in deferred tax assets of approximately $ 2.9 million and $ 1.6 million,

respectively.

The federal and state credit carryforwards will begin to expire in the years ending December 31, 2038 and December 31, 2033,

respectively.

These deferred tax assets were subject to a full valuation allowance as of December 31, 2024 and December 31, 2023.

Under the provisions of Section 382 of the Internal

Revenue Code of 1986, certain substantial changes in the Company’s ownership, including a sale of the Company, or significant changes

in ownership due to sales of equity, may limit in the future the amount of net operating loss carryforwards available to offset future

taxable income.

The Company recognizes uncertain tax positions in

accordance with ASC 740 on the basis of evaluating whether it is more-likely-than not that the tax positions will be sustained upon examination

by tax authorities.

For those tax positions that meet the more-likely-than not recognition threshold, we recognize the largest amount

of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement.

As of December 31, 2024, and 2023, the Company

has no significant uncertain tax positions.

There are no unrecognized tax benefits included on the balance sheet that would, if recognized,

impact the effective tax rate.

The Company does not anticipate there will be a significant change in unrecognized tax benefits within

the next 12 months.

Prior to the conversion, Celcuity was a limited liability

company and therefore was taxed as a partnership for income tax purposes.

Accordingly, no benefit for income taxes was recorded prior

to the conversion.

For years prior to 2021, the Company is no longer

subject to U.S.

federal or state income tax examinations and remains open for the unutilized tax attributes as of December 31, 2024, carried

forward from these years.

The Company’s policy is to recognize interest and penalties related to uncertain tax positions as a component

of general and administrative expenses.

Subsequent Event

January 2025, the Board of Directors approved a repricing of certain outstanding stock options previously granted to employees.

the repricing date, the exercise prices of these options were reduced to $ 11.92 per share, from their previous exercise prices ranging

from $ 12.80 to $ 18.73 per share.

This adjustment was made in response to the decline in the company’s stock price, with the intent

of retaining and motivating key employees.

As a result of this repricing, approximately 837,000 stock options held by 44 employees were

The repriced options will continue to vest according to their original schedule.

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 and was funded on December 9, 2022.

Changes in and Disagreements With Accountants on Accounting

and Financial Disclosure

of December 31, 2025, the Company had federal and state net operating loss carryforwards of $ 83.3 million and $ 4.8 million, respectively.

The federal and state net operating loss carryforwards for 2017 will begin to expire during the year ending December 31, 2037.

net operating loss carryforwards starting in 2018 have no expiration.

These deferred tax assets were subject to a full valuation allowance

as of December 31, 2025 and 2024.

of December 31, 2025, the Company had federal and state research and development tax credit carryforwards resulting in deferred tax assets

of $ 4.3 million and $ 2.0 million, respectively.

The federal and state credit carryforwards will begin to expire during the years ending

December 31, 2038 and December 31, 2033, respectively.

These deferred tax assets were subject to a full valuation allowance as of December

31, 2025 and 2024.

the provisions of Section 382 of the Internal Revenue Code of 1986, certain substantial changes in the Company’s ownership, including

a sale of the Company, or significant changes in ownership due to sales of equity, may limit in the future the amount of net operating

loss carryforwards available to offset future taxable income.

Company recognizes uncertain tax positions in accordance with ASC 740 on the basis of evaluating whether it is more-likely-than not that

the tax positions will be sustained upon examination by tax authorities.

For those tax positions that meet the more-likely-than not recognition

threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate

As of December 31, 2025 and 2024, the Company had no significant uncertain tax positions.

There are no unrecognized tax benefits

included on the balance sheets that would, if recognized, impact the effective tax rate.

The Company does not anticipate there will be

a significant change in unrecognized tax benefits within the next 12 months.

The Company is no longer subject to U.S.

federal income

tax examinations for years before 2022, although carryforward attributes that were generated before 2022 may still be adjusted upon examination

if used in a future period.

State income tax statutes vary by jurisdiction.

In most states in which the Company operates, the statute

of limitations remains open for four years, and accordingly, the Company is generally no longer subject to state income tax examinations

for years before 2021.

The Company’s policy is to recognize interest and penalties related to uncertain tax

positions as a component of general and administrative expenses.

As of December 31, 2025, the Company had no accrued interest or penalties

and no amounts were recognized in the statements of operations.

the years ended December 31, 2025 and 2024, the Company made state tax payments which were deemed immaterial.

Subsequent Events

January 9, 2026, the Company filed a new registration statement and accompanying prospectus supplement, which increased the aggregate

offering amount under the Open Market Sale Agreement to $ 400.0 million.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data