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Item 9A. Controls and Procedures

2026-03-26 compared with 2025-03-31 · 111 added, 338 removed, 96 unchanged (82% of the section changed)

Controls and Procedures

Evaluation of Disclosure

Controls and Procedures

Our management, with the

participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures

as of December 31, 2024.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under

the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that

are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange

Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed

by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management,

including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance

of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible

controls and procedures.

Based on the evaluation

of our disclosure controls and procedures as of December 31, 2024, our Chief Executive Officer and Chief Financial Officer concluded that,

as of such date, our disclosure controls and procedures were effective.

Management Report on Internal Control over Financial

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Securities Exchange

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2024 based

on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO – 2013”) in Internal

Control-Integrated Framework.

Based on this assessment, our Chief Executive Officer and Chief Financial Officer concluded that our system

of internal control over financial reporting was effective as of such date.

This Annual Report does not

include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by our registered public accounting firm pursuant to our designation as a small reporting company

or SRC and Non-Accelerated filer.

Changes in Internal Control

over Financial Reporting

There were no changes to

our system of internal control over financial reporting during the three months ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our system

of internal controls over financial reporting.

of Disclosure Controls and Procedures

management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure

controls and procedures as of December 31, 2025.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e)

and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures

of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits

under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required

to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s

management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable

assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of

possible controls and procedures.

on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and Chief Financial

Officer concluded that, as of such date, our disclosure controls and procedures were effective.

Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined

in Rule 13a-15(f) under the Securities Exchange Act of 1934.

Management has assessed the effectiveness of our internal control over financial

reporting as of December 31, 2025 based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(“COSO – 2013”) in Internal Control-Integrated Framework.

Based on this assessment, our Chief Executive Officer and

Chief Financial Officer concluded that our system of internal control over financial reporting was effective as of such date.

Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by our registered public accounting firm pursuant to our designation

as a small reporting company or SRC and Non-Accelerated filer.

in Internal Control over Financial Reporting

were no changes to our system of internal control over financial reporting during the three months ended December 31, 2025 that have

materially affected, or are reasonably likely to materially affect, our system of internal controls over financial reporting.

Other Information

On November 19, 2024, Brightstone Venture Capital Fund, LP (“Brightstone”)

adopted a 10b5-1 plan that provided for the sale of up to 220,000 shares of Celcuity Inc.

common stock through November 19, 2025.

plan was terminated on December 12, 2024.

On December 13, 2024,

Brightstone adopted a 10b5-1 plan that provides for the sale of up to 229,325 shares

of Celcuity Inc.

common stock through December 13, 2025.

David Dalvey is a General Partner at Brightstone.

During the three months ended December 31, 2024, none

of our other directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule

10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation

March 28, 2025, the Compensation Committee of the Board of Directors (the “Committee”) of the Company

adopted the Celcuity Inc.

Change in Control and Severance Plan (the “Severance Plan”).

The purpose of the Severance Plan

is to provide assurances to employees of the Company of specified benefits in the event of a Change in Control of the Company (as defined

in the Company’s equity plan) or certain terminations of employment following a Change in Control.

The Severance Plan covers all

regular full or part-time employees of the Company, including each executive officer of the Company.

The Committee is responsible for

administering the Severance Plan.

The Severance Plan may be amended or terminated at any time prior

to a Change in Control.

In the event of a

participant’s involuntary termination of employment without cause or resignation for good reason (as such terms are defined in

the Severance Plan) within the twelve-month period following a Change in Control, the Severance Plan provides for:

(i) a severance

payment in an amount ranging from three months to three years of the participant’s base salary and target cash bonus, plus

(ii) COBRA premiums for the participant and their enrolled dependents for the same time period, but no greater than eighteen months,

both payable in a lump sum.

The amount of severance provided under the Severance

three years for the Company’s chief executive officer;

two years for the Company’s other executive officers;

year for the Company’s other executives that are not executive officers;

six months for the Company’s vice presidents;

for all other participants, the greater of (i) three months or (ii) two weeks per each full year of employment, with a maximum of six

In addition, the Severance Plan provides that

in the event of a Change in Control, all outstanding equity awards held by any participant will fully vest (with performance awards vesting

at the greater of target or actual performance levels) immediately upon the effective date of such change in control.

The foregoing description of the Severance Plan

does not purport to be complete and is qualified in its entirety by reference to the full text of the Severance Plan, which is filed

as Exhibit 10.35 hereto and is incorporated herein by reference.

December 8, 2025 , Oncology Diagnostic & Drug Development Consulting LLC, an entity controlled by Richard E.

Buller , adopted a 10b5-1

plan for the sale of up to 12,000 shares of Celcuity Inc.

common stock beginning March 18, 2026 through December 23, 2026 .

the three months ended December 31, 2025, none of our other directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted

or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined

in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

Sullivan , age 63, is our co-Founder

and has served as Chairman of the Board and Chief Executive Officer since we commenced operations in 2012.

Sullivan has over 30 years

of experience founding and building successful, high-growth technology companies.

He was Chairman and CEO of SterilMed, a medical device

reprocessing company, from 2003, when he led an investment group to acquire a majority interest, until its sale to Ethicon Endo-Surgery

Inc., a Johnson & Johnson company, for $330 million in 2011.

Previously, he was co-founder and Chief Executive Officer of Recovery

Engineering, a filtration company, which he took public and subsequently sold to Procter & Gamble for $265 million in 1999.

previously served on the board of directors of two publicly-held companies, Entegris, Inc.

and Virtual Radiologic Inc.

has received nine U.S.

patents and has several pending.

He graduated magna cum laude with distinction from Harvard College with

in economics.

Among other attributes, skills, and qualifications, the board of directors believes Mr.

Sullivan is uniquely

qualified to serve as a director based on his extensive operational and business development experience, and his knowledge in building

stockholder value, growing a company from inception and navigating significant corporate transactions and the public company process.

Laing, Ph.D., age 63, is our co-Founder

and has served as Chief Science Officer, Vice President, Secretary and Director since we commenced operations in 2012.

career spans more than 20 years in drug discovery research and technology development.

He received his doctorate in biophysics and biochemistry

from The Johns Hopkins University and completed a National Institutes of Health post-doctoral fellowship at Washington University Medical

He has received 24 U.S.

patents and has several U.S.

patents pending.

His drug discovery research career began at Scriptgen/Anadys

Pharmaceuticals (purchased by Novartis), where he worked under Professor Peter Kim, who became President of Merck Research.

Director of Chemistry and Bioapplications and Director of Detection Product Development for two companies that each developed instruments

similar to those Celcuity uses to perform the CELsignia tests.

His work at these two instrument companies gave him unique expertise and

experience in developing a variety of patented applications for these instruments.

Most recently, he served as an executive director for

an international drug discovery and development company.

Among other attributes, skills, and qualifications, the board of directors believes

Laing is uniquely qualified to serve as a director based on his significant research, medical and scientific expertise.

Buller, M.D., Ph.D., age 75, was

appointed to Celcuity’s board of directors in December 2019.

Buller has over 15 years of experience leading oncology clinical

development and translational medicine departments at major pharmaceutical companies.

He has participated in the development of 15 drugs

and several companion diagnostics that received U.S.

FDA approval.

Buller most recently served as Head Oncology Clinical Development

and Vice President of Translational Oncology at Pfizer, Inc, one of the world’s largest pharmaceutical companies, until he retired

He had previously served as Vice President of Translational Medicine at Exelixis, a leading biopharmaceutical company, where

he led efforts to study patients selected by molecular testing for inclusion in their phase 2 and phase 3 clinical trials.

pharmaceutical company career at GlaxoSmithKline as Director of the Oncology Medicine Development Center.

Prior to his leadership positions

in drug development, he was Professor of Gynecologic Oncology at the University of Iowa, where he led laboratory research focused on identifying

genomic variants involved in ovarian cancer.

He received his M.D.

from the Baylor College of Medicine, where he also received his Ph.D.

in cell biology.

Among other attributes, skills, and qualifications, the board of directors believes Dr.

Buller is uniquely qualified

to serve as a director based on his oncology drug and diagnostic development expertise.

Dalvey , age 66, has served as a member

of Celcuity’s board of directors since February 2014.

Dalvey has more than 30 years of experience in the fields of

corporate finance and venture capital, working primarily with growth-oriented technology and life-science businesses.

He has over 10 years

of corporate finance advisory experience with two national investment banks, completing over 150 individual transactions.

the General Partner of Brightstone Venture Capital, a venture capital management company, since September 2000.

Brightstone is a

25-year old venture capital management company that has raised and managed ten venture partnerships.

Previously, he held management positions

Steichen and Company, an investment bank, from 1995 to 2000, The Food Fund LP, a venture capital firm, from 1992 to 1995 and

Wessels, Arnold & Henderson, an investment bank, from 1987 to 1992.

Dalvey served on the board of directors for Navarre Corporation

(now Speed Commerce, Inc.) from 2009 until November 2012, on the board of managers for Blue Rock Market Neutral Fund, a mutual fund

registered under the Investment Company Act of 1940 from 2000 to 2014 and on the board of directors for Digitiliti, Inc.

from July 2011

until October 2012.

Dalvey has significant operational exposure as a board director or advisor to many other public and privately

held growth businesses and has served on these companies’ audit, strategic or governance committees, including companies such as

HomeSpotter, Definity Health, AppTec Laboratories, CHF Solutions, BiteSquad, Agiliti, and Nature Vision.

Dalvey received a B.S.

Business/Management Economics from University of Minnesota.

Among other attributes, skills, and qualifications, the board of directors

Dalvey is uniquely qualified to serve as a director based on his leadership experience in operating both public and private

companies and his experience working in the investment community and with investment firms, which enable him to bring valuable insight

and knowledge to our board of directors.

Furcht, M.D., age 78, was appointed

to Celcuity’s board of directors in May 2019.

Furcht is currently Allen-Pardee Professor of Cancer Biology and Head of the Department

of Laboratory Medicine and Pathology at the University of Minnesota and a member of the Division of Molecular Pathology and Genomics.

He served as Chairman of the Board of Directors for University of Minnesota Physicians, the Medical School practice plan with approximately

700 physicians, from 2004-2014.

He was also the founding Director of the Biomedical Engineering Center from 1990-2001, where he led efforts

to establish stem cell and molecular diagnostics expertise at the University of Minnesota.

He has published more than 180 scientific papers

and holds more than 30 patents in the fields of polypeptides, biomaterials, and adult stem cells.

His business experience includes co-founding

two medical technology companies, South Bay Medical, a medical device company that was acquired by Mentor Corporation, and Diascreen,

a diagnostics company, which was later acquired by Chronimed.

Among other attributes, skills, and qualifications, the board of directors

Furcht is uniquely qualified to serve as a director based on his research in tumor cell behavior and extracellular matrix

proteins, Head of the University of Minnesota’s Department of Laboratory Medicine and Pathology, and his experience in several biotechnology

Murphy, D.V.M., Ph.D., age 60, was

appointed to Celcuity’s board of directors in September 2022.

Murphy has served as Chief Business Officer at Avadel Pharmaceuticals

plc since May 2024.

Prior to that, Dr.

Murphy was Chief Business Officer at UroGen Pharma, Inc.

from August 2020 through May 2024 and

served in various leadership roles at Pfizer Inc.

from September 2008 to August 2020, including as Vice President and Head of Early Commercial

Development, Pfizer Oncology Business Unit from January 2019 to August 2020, Vice President and Head of Global Marketing and Commercial

Development, Pfizer Oncology Business Unit from June 2017 to December 2018, and Vice President and Head of Strategy and Business Development

for Pfizer China from November 2013 to May 2018.

Since August 2020,

Murphy as served on the board of directors of Atea Pharmaceuticals, Inc., a publicly held company.

Murphy received her D.V.M.

from Iowa State University and her M.B.A.

from Nova Southeastern University.

Among other attributes, skills, and qualifications,

the board of directors believes Dr.

Murphy is uniquely qualified to serve as a director based on her significant medical and scientific

expertise and experience in the pharmaceutical industry in business development and commercialization.

Nigon , age 77, is currently Senior

Vice President of Cedar Point Capital, LLC., a private company that raises capital for early-stage companies, where he has served since

Nigon has also been a board member for Northern Technologies International Corp.

since February 2010, including its non-executive

Chairman of the board of directors since November 2012.

Nigon also serves as a director of several private companies.

previously served as a board member for Tactile Systems Technology from September 2012 to May 2022, Vascular Solutions, Inc.

from November 2000

to February 2017, when it was acquired by Teleflex, Incorporated and as a board member for Virtual Radiologic Corporation from May 2007

until it was acquired in July 2010.

From February 2001 until December 2006, Mr.

Nigon was a Director of Equity Corporate

Finance for Miller Johnson Steichen Kinnard, a privately held investment firm, which was acquired in December 2006 by Stifel Nicolaus,

a brokerage and investment banking firm.

After that acquisition, Mr.

Nigon became a Managing Director of Private Placements of Stifel

Nicolaus until May 2007.

From February 2000 to February 2001, Mr.

Nigon served as the Chief Financial Officer of Dantis,

Inc., a web hosting company.

Prior to joining Dantis, Mr.

Nigon was employed by Ernst & Young LLP from 1970 to 2000, where he served

as a partner from 1981 to 2000.

While at Ernst & Young, Mr.

Nigon served as the Director of Ernst & Young’s Twin Cities

Entrepreneurial Services Group and was the coordinating partner on several publicly-traded companies in the consumer retailing and manufacturing

Among other attributes, skills, and qualifications, the board of directors believes Mr.

Nigon is qualified to serve as a director

because of his extensive public accounting and auditing experience, including particular experience with emerging growth companies.

board of directors also believes that Mr.

Nigon will bring to the board of directors a strong background in financial controls and reporting,

financial management, financial analysis, SEC reporting requirements and mergers and acquisitions.

His strategic planning expertise gained

through his management and leadership roles at private investment firms also makes him well-suited to serve as a member of the board of

Executive Officers

Information regarding our Chief Executive Officer,

Sullivan, and our Chief Science Officer, Lance G.

Laing, PhD., is included above under the heading “Directors”.

Vicky Hahne , age 58, joined as our Chief Financial

Officer in July 2017.

She has more than 25 years of financial leadership experience, including the most recent 15 years in the healthcare

Prior to joining Celcuity, Ms.

Hahne served as Controller of Respiratory Technologies Inc., a medical device manufacturer, from

2015 to 2017.

While at Respiratory Technologies, she played a key role in the due diligence process to sell the company to Koninklijke

In 2014, she served as Controller for Ability Network Inc., a healthcare information technology company.

From 2007 to 2012, Ms.

Hahne served as Controller of SterilMed Inc., a medical device reprocessing company, where she was significantly involved in the sale

of the company to Johnson & Johnson.

Prior to these roles, Ms.

Hahne held several senior financial positions at SimonDelivers Inc.,

including Chief Financial Officer.

Hahne has extensive experience in early stage, high growth companies with responsibilities including

financial controls and stewardship, financial analysis, mergers and acquisitions, building infrastructure and systems.

She received a

degree in Finance and Accounting from Northern State University and received her CPA certificate in 1990.

Corporate Governance

Our board of directors has adopted a Code of Ethical

Business Conduct that applies to our directors, officers and employees.

In addition, our CEO, CFO and other senior financial

officers of the company are subject to a Code of Ethical Business Conduct for Senior Financial Officers.

These Codes are available on

the corporate governance section of our website (which is a subsection of the investor relations section of our website) at the following

regarding our executive officers is included in Part I, Item 1 of this Annual Report under the caption “Information About Our Executive

board of directors has adopted a Code of Ethical Business Conduct that applies to our directors, officers and employees.

our CEO, CFO and other senior financial officers of the company are subject to a Code of Ethical Business Conduct for Senior Financial

These codes are available on the corporate governance section of our website (which is a subsection of the investor relations

section of our website) at the following address:

www.celcuity.com.

We intend to disclose on our website any amendments or waivers to these codes that are required to be disclosed

by SEC or Nasdaq rules.

Additional information required

by this Item 10 will be contained in our definitive proxy statement for our 2025 Annual Meeting of Stockholders (the “Definitive

Proxy Statement”) under the captions “Corporate Governance,” and “Meetings and Committees of the Board of Directors”

and is incorporated herein by reference.

We intend to disclose on our website any amendments or waivers to

these codes that are required to be disclosed by SEC or Nasdaq rules.

information required by this Item 10 will be contained in our definitive proxy statement for our 2026 Annual Meeting of Stockholders

(the “Definitive Proxy Statement”) under the captions “Corporate Governance” and “Meetings and Committees

of the Board of Directors” and is incorporated herein by reference.

Executive Compensation

The information required by this Item 11 will be contained

in the Definitive Proxy Statement under the captions “Corporate Governance,” “Executive Compensation” and “Director

Compensation” and is incorporated herein by reference.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

The information required by this Item 12 will be contained

in the Definitive Proxy Statement under the captions “Beneficial Ownership of Common Stock” and “Securities Authorized

for Issuance under Equity Compensation Plans” and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director

The information required by this Item 13 will be contained

in the Definitive Proxy Statement under the captions and “Corporate Governance” and “Certain Relationships and Related

Transactions” and is incorporated herein by reference.

information required by this Item 11 will be contained in the Definitive Proxy Statement under the captions “Corporate Governance,”

“Executive Compensation” and “Director Compensation” and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

information required by this Item 12 will be contained in the Definitive Proxy Statement under the captions “Beneficial Ownership

of Common Stock” and “Securities Authorized for Issuance under Equity Compensation Plans” and is incorporated herein

by reference.

Certain Relationships and Related Transactions, and Director Independence

information required by this Item 13 will be contained in the Definitive Proxy Statement under the captions “Corporate Governance”

and “Certain Relationships and Related Transactions” and is incorporated herein by reference.

Principal Accountant Fees and Services

The information required by this Item 14 will be contained

in the Definitive Proxy Statement under the caption “Proposal No.

2, Ratification of Appointment of Independent Registered Public

Accounting Firm” and is incorporated herein by reference.

information required by this Item 14 will be contained in the Definitive Proxy Statement under the caption “Proposal No.

2, Ratification

of Appointment of Independent Registered Public Accounting Firm” and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

3 unchanged sentences

Statements of Cash Flows – Years ended December 31, 2025 and 2024

Notes to Consolidated Financial Statements

FINANCIAL STATEMENT SCHEDULES

See Exhibit Index immediately following the signature

page hereto, which is incorporated herein by reference.

Notes to Financial Statements

STATEMENT SCHEDULES

Exhibit Index immediately following the signature page hereto, which is incorporated herein by reference.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

March 26, 2026

CELCUITY INC.

Chairman and Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this

report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Each person whose signature appears below constitutes

and appoints Brian F.

Sullivan and Vicky Hahne as the undersigned’s true and lawful attorneys-in fact and agents, each acting alone,

with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any

and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection

therewith, with the Securities and Exchange Commission, granted unto said attorneys-in-fact and agents, each acting alone, full power

and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to

all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all said attorneys-in-fact and

agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Chairman and Chief Executive Officer

and Chief Executive Officer

Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

person whose signature appears below constitutes and appoints Brian F.

Sullivan and Vicky Hahne as the undersigned’s true and lawful

attorneys-in fact and agents, each acting alone, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s

name, place and stead, in any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto,

and other documents in connection therewith, with the Securities and Exchange Commission, granted unto said attorneys-in-fact and agents,

each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and

about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming

all said attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done

by virtue thereof.

and Chief Executive Officer

March 26, 2026

(Principal Executive Officer)

Chief Financial Officer

Executive Officer)

Financial Officer

March 26, 2026

(Principal Financial and Accounting Officer)

Chief Science Officer, Vice President and Secretary, and

Financial and Accounting Officer)

Science Officer, Vice President and Secretary, and

March 26, 2026

4 unchanged sentences

March 26, 2026

EXHIBIT INDEX

CELCUITY INC.

March 26, 2026

Form of Plan of Conversion (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on September 12, 2017).

5 unchanged sentences

Form of Warrant to Purchase Units of Membership Interest issued by Celcuity LLC to Cedar Point Capital, LLC, as placement agent of membership units and unsecured convertible promissory notes of Celcuity LLC (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 filed with the SEC on August 23, 2017).

Form of Warrant to Purchase Common Stock issued by Celcuity Inc.

in connection with the conversion of 1.25% Unsecured Convertible Promissory Notes (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 25, 2017).

Representative’s Warrant to Purchase Common Stock (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 25, 2017).

First Amendment to Representative’s Warrant, dated September 13, 2022, between Celcuity Inc.

and Craig-Hallum Capital Group LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 14, 2022).

Form of Warrant issued by Celcuity Inc.

2 unchanged sentences

(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 8, 2021).

Form of Stock Purchase Warrant issued by Celcuity Inc.

in connection with the Securities Purchase Agreement, dated May 15, 2022 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2022).

Form of Pre-Funded Warrant to Purchase Common Stock issued by Celcuity Inc.

4 unchanged sentences

in connection with the Amended and Restated Loan Agreement, dated May 30, 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 30, 2024).

Form of Pre-Funded Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2025).

Indenture, dated as of August 1, 2025, between Celcuity Inc.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2025).

First Supplemental Indenture, dated as of August 1, 2025, between Celcuity Inc.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2025).

Form of Certificate Representing the 2.750% Convertible Senior Notes due 2031 (included as Exhibit A in Exhibit 4.12 above).

Form of Warrant to Purchase Stock issued by Celcuity Inc.

in connection with the Third Amendment to Amended and Restated Loan and Security Agreement, dated September 9, 2025 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 10, 2025).

Celcuity Inc.

15 unchanged sentences

Commercial Lease, dated September 28, 2017, between West Glen Development I, LLC and Celcuity, LLC (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2017).

Commercial Lease, First Amendment to Lease, dated July 28, 2020, between West Glen Development I, LLC and Celcuity Inc.

(incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2020).

Commercial Lease, Second Amendment to Lease, dated July 19, 2021, between West Glen Development I, LLC and Celcuity Inc.

(incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2021).

Commercial Lease, Third Amendment to Lease, dated July 27, 2022, by and between Celcuity Inc.

and West Glen Development I, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2022).

Commercial Lease, Fourth Amendment to Lease, dated March 13, 2023, by and between Celcuity Inc.

and West Glen Development I, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 15, 2023).

Commercial Lease, First Amendment to Lease, dated July 28, 2020, between West Glen Development I, LLC and the Company (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2020).

Commercial Lease, Second Amendment to Lease, dated July 19, 2021, between West Glen Development I, LLC and the Company (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2021).

Commercial Lease, Third Amendment to Lease, dated July 27, 2022, by and between West Glen Development I, LLC and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2022).

Commercial Lease, Fourth Amendment to Lease, dated March 13, 2023, by and between West Glen Development I, LLC and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 15, 2023).

Clinical Trial Agreement, dated May 8, 2017, by and between NSABP Foundation, Inc.

1 unchanged sentence

Amendment No.

1, Clinical Trial Agreement for FB-12 Phase II Study, by and between NSABP Foundation, Inc and Celcuity Inc., dated October 15, 2020 (incorporated by reference Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed with the SEC on February 16, 2021).

1, Clinical Trial Agreement for FB-12 Phase II Study, by and between NSABP Foundation, Inc and the Company, dated October 15, 2020 (incorporated by reference Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed with the SEC on February 16, 2021).

Confidentiality, Assignment of Inventions and Non-Competition Agreement, dated November 15, 2011, between Celcuity LLC and Brian F.

3 unchanged sentences

Confidentiality, Non-Compete, and Proprietary Rights Agreement, dated May 17, 2017, between Celcuity LLC and Vicky Hahne (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 filed with the SEC on August 23, 2017).

Form of Indemnification Agreement between Celcuity Inc.

and each of its officers and directors (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1/A filed with the SEC on September 12, 2017).

License Agreement, dated April 8, 2021, by and between the Company and Pfizer, Inc (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2021).

Form of Indemnification Agreement between the Company and each of its officers and directors (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1/A filed with the SEC on September 12, 2017).

License Agreement, dated April 8, 2021, by and between the Company and Pfizer Inc.

(incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2021).

Amendment No.

1 unchanged sentence

(incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2021).

Open Market Sale Agreement SM , dated February 4, 2022, by and between Celcuity Inc., and Jefferies LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2022).

Securities Purchase Agreement, dated May 15, 2022, by and among the Registrant and the Investors named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2022).

Registration Rights Agreement, dated May 15, 2022, by and among the Registrant and the Investors named therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2022).

Loan and Security Agreement, dated as of April 8, 2021, by and between the Company and Innovatus Life Sciences Lending Fund I, LP.

(incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2021).

Open Market Sale Agreement SM , dated February 4, 2022, by and between the Company and Jefferies LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2022).

Securities Purchase Agreement, dated May 15, 2022, by and among the Company and the Investors named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2022).

Registration Rights Agreement, dated May 15, 2022, by and among the Company and the Investors named therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2022).

Loan and Security Agreement, dated as of April 8, 2021, by and between the Company and Innovatus Life Sciences Lending Fund I, LP (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2021).

First Amendment to Loan and Security Agreement, dated August 9, 2022, by and among the Company and Innovatus Life Sciences Lending Fund I, LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 11, 2022).

9 unchanged sentences

Amended and Restated Loan and Security Agreement, dated May 30, 2024, by and among the Company, Innovatus Life Sciences Lending Fund I, LP, as collateral agent, and the Lenders named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 30, 2024).

Change in Control and Severance Plan and Summary Plan Description.

Celcuity Inc.

Change in Control and Severance Plan and Summary Plan Description (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2025).

Form of Stock Option Agreement (Performance-Based) pursuant to Celcuity Inc.

Amended and Restated 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025).

First Amendment to Amended and Restated Loan and Security Agreement, dated May 13, 2025, by and among the Company, Innovatus Life Sciences Lending Fund I, LP, as collateral agent, the Lenders named therein and Oxford Finance LLC (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025).

Second Amendment to Amended and Restated Loan and Security Agreement, dated July 28, 2025, by and among the Company, Innovatus Life Sciences Lending Fund I, LP, as collateral agent, the Lenders named therein and Oxford Finance LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2025).

Third Amendment to Amended and Restated Loan and Security Agreement, dated September 9, 2025, by and among the Company, Oxford Finance LLC, as collateral agent, the Lenders named therein and Innovatus Life Sciences Lending Fund I, LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 10, 2025).

Form of Restricted Stock Unit Agreement pursuant to Celcuity Inc.

2017 Stock Incentive Plan.

Celcuity Inc.

Policy to Prohibit Insider Trading.

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures