What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-31 compared with 2024-03-27 · 673 added, 603 removed, 303 unchanged (81% of the section changed)

Financial Statements and Supplementary Data

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

the Board of Directors and

of Celcuity Inc.

Stockholders of Celcuity Inc.

on the Financial Statements

17 unchanged sentences

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,

and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts

and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a

reasonable basis for our opinion.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

4 unchanged sentences

have served as the Company’s auditor since 2017.

FINANCIAL INFORMATION

Financial Statements

March 31, 2025

Celcuity Inc.

Balance Sheets

December 31, 2024

11 unchanged sentences

Accounts payable

Finance lease liabilities

Operating lease liabilities

8 unchanged sentences

2,500,000 shares authorized;

854,134 and 1,120,873 shares issued and outstanding as of December 31, 2023 and 2022, respectively

Common stock, $ 0.001 par value:

65,000,000 shares authorized as of December 31, 2023 and 2022, respectively;

25,506,012 and 21,667,250 shares issued and outstanding as of December 31, 2023 and 2022, respectively

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

Additional paid-in capital

6 unchanged sentences

$ 191,219,398

accompanying notes to the financial statements

of Operations

Years Ended December 31,

See accompanying notes to the financial statements

Celcuity Inc.

Statements of Operations

Twelve Months Ended December 31,

Operating expenses:

Research and development

$ 104,203,230

General and administrative

3 unchanged sentences

( 66,230,331 )

Other income (expense)

Other (expense) income

Interest expense

2 unchanged sentences

Interest income

Other income (expense), net

Other income, net

Net loss before income taxes

6 unchanged sentences

Weighted average common shares outstanding, basic and diluted

accompanying notes to the financial statements

of Changes in Stockholders’ Equity

See accompanying notes to the financial statements

Celcuity Inc.

Statements of Changes in Stockholders’ Equity

Preferred Stock

2 unchanged sentences

$ ( 96,296,887 )

$ 133,771,467

Stock-based compensation

Conversion of preferred to common stock

Employee stock purchases

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

Issuance of common and preferred stock upon closing of private placement offering

Exercise of common stock warrants

Issuance costs associated with private placement offering

( 4,316,534 )

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 )

11 unchanged sentences

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

Exercise of common stock warrants

Issuance costs associated with private placement offering

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 pre-funded warrants

Issuance costs associated with pre-funded warrants

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 )

7 unchanged sentences

$ 115,619,035

accompanying notes to the financial statements

of Cash Flows

Years Ended December 31,

See accompanying notes to the financial statements

Celcuity Inc.

Statements of Cash Flows

Twelve Months Ended December 31,

Cash flows from operating activities:

4 unchanged sentences

Amortization of debt issuance costs and discount

Payment-in-Kind interest

Non-cash operating lease, net

3 unchanged sentences

( 3,438,018 )

( 5,526,381 )

Accounts payable

16 unchanged sentences

Proceeds from employee stock purchases

Proceeds from a private placement offering, net of discounts and offering costs

Proceeds from note payable, net of debt issuance and discount costs

Proceeds from an ATM offering, net of commission fees and offering costs

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 an ATM offering, net of issuance costs

Proceeds from pre-funded warrants, net of offering costs

13 unchanged sentences

Property and equipment included in accounts payable

accompanying notes to the financial statements

TO FINANCIAL STATEMENTS

Inc., a Delaware corporation (the “Company”), is a clinical-stage biotechnology company pursuing development for oncology.

The Company’s lead therapeutic candidate is gedatolisib, a potent pan-PI3K and mTOR inhibitor.

Its mechanism of action and pharmacokinetic

properties are highly 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.

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

in combination with darolutamide in patients with metastatic castration resistant prostate cancer, was initiated in the first quarter

of 2024 and is currently enrolling patients.

The Company’s CELsignia companion diagnostic platform is uniquely able to analyze

live patient tumor cells to identify new groups of cancer patients likely to benefit from already approved targeted therapies.

was co-founded in 2012 by Brian F.

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.

Sullivan and Dr.

Laing and is based in Minnesota.

The Company has not generated any revenues

has not generated any revenues to date.

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

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 for the year ended December 31, 2023 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 revenues

and expenses.

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

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.

At times throughout the year, the Company’s cash balances may exceed

amounts insured by the Federal Deposit Insurance Corporation.

At December 31, 2023 and December 31, 2022, the Company had $ 30,662,774

and $ 24,571,557 , respectively, in business checking accounts and money market funds that are considered cash equivalents and not insured

by the Federal Deposit Insurance Corporation.

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

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, 2023.

At December 31, 2023 and December 31, 2022, the Company had $ 149,919,974 and $ 144,015,954 , respectively,

of short-term investments.

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:

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.

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:

Schedule of Estimated Useful Lives of Property and Equipment

Asset Description

Estimated Lives

Furniture and Equipment

Leasehold Improvements

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 in 2022 primarily consist of legal fees that are capitalized as incurred and will be offset against the proceeds

from future ATM offerings.

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.

costs incurred, but not accounted for as a reduction in equity, were $ 0

and $ 33,195 as

of December 31, 2023 and 2022, respectively.

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 Uncertainties

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 clinical and commercial success of its diagnostic tests, ability to

obtain regulatory approval for gedatolisib and its diagnostic tests, 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.

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).

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

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

at December 31, 2023 and December 31, 2022, due to the short maturity nature of these items.

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 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 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’s stock-based compensation consists of stock options and restricted stock issued to certain employees and nonemployees

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.

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

and Development

and development costs are expensed as incurred.

Research and development costs amounted to $ 60,594,005 , for the year ended December 31,

2023 and $ 35,289,548 , for the year ended December 31, 2022.

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.

These 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.

As the current VIKTORIA-1 Phase 3 and CELC-G-201 Phase 1b/2 trials ramp up site activation and patient

enrollment, 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.

Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions.

on the Company’s cash and cash equivalents and short-term investments on hand at December 31, 2023 of $ 30,662,774 and $ 149,919,974 ,

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.

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.

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.

Net Loss Per Common Share

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.

following table summarizes the potentially-dilutive shares excluded from the diluted weighted-average shares outstanding:

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

4 unchanged sentences

Restricted common stock

warrant shares of 5,747,787 are included in the computation of basic and diluted net loss per share for the year ended December 31, 2023,

as the pre-funded warrants are issuable for nominal consideration.

accordance with ASU 2021-04, for purposes of calculating basic and diluted net loss per share for the year ended December 31, 2022, the

reported net loss was increased by approximately $ 272,000 related to the deemed dividend resulting from the amendment to the warrant

agreement as further discussed in Note 10.

This adjustment increased the basic and diluted net loss per share by $ 0.02 for the year ending

December 31, 2022.

following table summarizes the Company’s held-to-maturity investment securities at amortized cost as of December 31, 2023 and 2022:

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:

Schedule of Investment

2 unchanged sentences

Gross Unrealized Holding Losses

Estimated Fair Value

December 31, 2024

2 unchanged sentences

Gross Unrealized Holding Losses

Estimated Fair Value

Treasury Bills

6 unchanged sentences

Gross Unrealized Holding Losses

Estimated Fair Value

December 31, 2023

2 unchanged sentences

Gross Unrealized Holding Losses

Governmental Agency Securities

Treasury Notes

Estimated Fair Value

Treasury Bills

$ 149,919,974

$ 149,950,969

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

$ 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

current assets consisted of the following at December 31:

Other current assets consisted of the following at

Schedule of Other Current Assets

Prepaid clinical trial

Prepaid clinical trial costs

Miscellaneous receivable

Prepaid directors & officers’ insurance

Prepaid research & development

Directors & officers’ insurance

Property and Equipment

and equipment consisted of the following at December 31:

Property and equipment consisted of the following

at December 31:

Summary of Property and Equipment

5 unchanged sentences

( 1,861,990 )

expense was $ 142,772 and $ 210,918 for the years ended December 31, 2023 and 2022, respectively.

Depreciation expense

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

Accrued Expenses

expenses consisted of the following at December 31:

Accrued expenses consisted of the following at December

Schedule of Accrued Expenses

2 unchanged sentences

Employee stock purchase plan

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 expenses.

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.

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.

The Company recorded

an incremental $355,578 in the operating right-of-use (“ROU”) asset and lease liability pertaining to this amendment.

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.

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.

balance sheet information consisted of the following at December 31, 2023:

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

4 unchanged sentences

Long term portion

analysis under lease agreements consisted of the following as of December 31, 2023:

Maturity analysis under lease agreements consisted of the following as

of December 31, 2024:

Schedule of Maturity Analysis Under Lease Agreements

4 unchanged sentences

Weighted Average

Remaining Lease Term

Discount Rate

5 unchanged sentences

Variable lease cost

cash flow information related to leases period ended December 31:

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

Schedule of Supplemental Cash Flow Information Related to Leases

5 unchanged sentences

included in operating and finance leases

Research Studies

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, CMO’s, and CRO’s.

currently has three Phase 2 clinical trial agreements in place to evaluate targeted therapies selected with one of our CELsignia

Timing of milestone payments related to the Phase 2 clinical trials are uncertain and the contracts generally provide for

termination following a certain period after notice, therefore the Company believes that non-cancelable obligations under the

agreements are not material.

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

commercialize gedatolisib.

In conjunction with the license agreement, the Company continued a Phase 1b study – B2151009

related to gedatolisib.

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

Contracts related

to the Phase 1B study and the Expanded Access study, are generally based on time and material.

In addition, contracts related to the

Company’s Phase 3 clinical study (VIKTORIA-1) and Phase 1b/2 clinical study (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, 2023, the Company had two

material non-cancelable contractual commitment with respect to these arrangements, which totaled approximately $ 2.1

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.

Stockholders’ Equity

December 31, 2022, the Company’s authorized capital stock consisted of 65,000,000 shares of common stock, of which 21,667,250 shares

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

1,120,873 shares were outstanding.

May 16, 2022, the Company designated 1,850,000 shares of the authorized preferred stock as Series A Convertible Preferred Stock (“Series

A Preferred Stock”).

The 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.

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.

March 31, 2023, one of the Company’s preferred shareholders elected to convert 25,000 shares of Series A Convertible Preferred

Stock into 250,000 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 .

June 29, 2023, one of the Company’s preferred shareholders elected to convert 10,000 shares of Series A Convertible Preferred Stock

into 100,000 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 .

September 21, 2023, one of the Company’s preferred shareholders elected to convert 25,000 shares of Series A Convertible Preferred

Stock into 250,000 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 .

October 16, 2023, one of the Company’s preferred shareholders elected to convert 181,739 shares of Series A Convertible Preferred

Stock into 1,817,390 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 .

December 12, 2023, one of the Company’s preferred shareholders elected to convert 25,000 shares of Series A Convertible Preferred

Stock into 250,000 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 .

December 31, 2023, the Company’s authorized capital stock consisted of 65,000,000 shares of common stock, of which 25,506,012 shares

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

854,134 shares were outstanding.

As of December 31, 2023, no dividends have been declared on the Company’s capital stock.

and Issuance of Stock

February 4, 2022, the Company entered into an Open Market Sale Agreement SM with Jefferies LLC, as agent (“Jefferies”),

pursuant to which the Company may offer and sell, from time to time, through Jefferies, shares of common stock having an aggregate offering

price of up to $ 50,000,000 .

The Company will pay Jefferies a commission equal to 3.0 % of the aggregate gross proceeds from each sale

of such shares.

On October 12, 2022, pursuant to the above agreement, the Company sold 500,000 shares of common stock in a single transaction

at a price of $ 10.35 per share, generating gross proceeds of $ 5.2 million before deducting commissions and other offering expenses of

$ 0.4 million.

December 9, 2022, the Company issued 6,182,574 shares of common stock, 1,120,873 shares of Series A Preferred Stock and warrants exercisable

for 6,956,450 shares of common stock to certain institutional and other accredited investors pursuant to a securities purchase agreement

entered into on May 15, 2022.

Pursuant to the securities purchase agreement, the closing (funding) of the private placement occurred

following dosage of the first patient in the Company’s Phase 3 study, VIKTORIA-1.

Investors purchased shares of common stock and

Series A Preferred Stock at a price of $ 5.75 per share (on an as converted to common stock basis), with forty percent ( 40 %) warrant coverage

(on an as converted to common stock basis) and customary resale registration rights.

The private placement generated gross proceeds of

approximately $ 100 million before deducting placement agent fees and other offering expenses of $ 4.3 million.

December 1, 2023, pursuant to an Open Market Sale Agreement SM with Jefferies LLC, as agent, the Company sold 1,034,500 shares

of common stock in a single transaction at a price of $ 14.50 per share, generating gross proceeds of $ 15 million before deducting commissions

and other offering expenses of $ 0.6 million.

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 has 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.

closing of the Private Placement occurred on October 20, 2023, and resulted in gross proceeds to the Company of approximately $ 50 million,

before deducting offering expenses of approximately $ 0.1 million.

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 Securities and Exchange Commission

(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.

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.

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

December 31, 2023:

Expiration Date

At December 31, 2024:

# of Warrants

Exercise Price

private placement offering - issued to placement agent

2 unchanged sentences

private placement offering - issued to placement agent

purchasers of convertible notes

IPO - issued to underwriter

debt financing - issued to lender

debt financing – issued to lender

securities purchase agreement - issued to institutional and other accredited investors

1 unchanged sentence

Total Warrants Outstanding

December 9, 2022, in connection with entering into a securities purchase agreement on May 15, 2022, the Company issued warrants to certain

institutional and other accredited investors to purchase 6,956,450 shares of the Company’s common stock at a price of $ 8.05 .

warrants may be exercised at any time or from time to time on or after the date of issuance and on or before the earlier of (i) 5:00

(New York City time) on December 9, 2027 or (ii) seventy-five (75) days after the Company publicly announces (x) whether the progression-free

survival (PFS) of gedatolisib in combination with palbociclib and fulvestrant (Arm A) to fulvestrant (Arm C) in the Phase 3 study met

its primary endpoint target, (y) whether the PFS of gedatolisib in combination with fulvestrant (Arm B) to fulvestrant (Arm C) in the

Phase 3 study met its primary endpoint target, and (z) the associated hazard ratios and median PFS values for each of Arm A, Arm B, and

The warrants are equity classified and the $ 21.8 million of fair value allocated to the warrants is reflected as Additional Paid-in

September 13, 2022, the Company entered into a First Amendment to Representative’s Warrant (the “Warrant Amendment”)

with Craig-Hallum Capital Group LLC (“Craig-Hallum”), amending the terms of that certain Representative’s Warrant,

dated September 22, 2017 (the “Representative’s Warrant”) issued by the Company to Craig-Hallum in connection with

the Company’s initial public offering.

Under the terms of the Warrant Amendment, (i) the number of shares of the Company’s

common stock issuable upon exercise of the Representative’s Warrant was reduced from 138,000 shares to 70,000 shares, and (ii)

the exercise period of the Representative’s Warrant was extended three years to September 19, 2025 .

There were no other material

amendments or modifications to the Representative’s Warrant.

The estimated incremental fair value of the Representative’s

Warrant at the date of amendment was $ 271,988 .

As the Company has an accumulated deficit balance in Retained Earnings, the incremental

impact will be recorded as a deemed dividend, classified within Additional Paid-in Capital.

December 31, 2023 and 2022, the Company had warrants to purchase 13,011,520 and 7,266,102 shares of common stock outstanding, at a weighted

average exercise price of $ 4.53 and $ 8.12 , respectively.

A total of 2,369 and zero warrants were exercised in the years ended December

31, 2023 and 2022, respectively.

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.

Stock-Based Compensation

2012 Equity Incentive Plan

2012 Equity Incentive Plan, as amended, was adopted by the Company’s board and approved by the members of Celcuity LLC on August

The Company reserved a maximum of 625,000 shares of common stock for issuance under the 2012 Equity Incentive Plan.

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 any new awards will be issued under the terms of the

2017 Amended and Restated Stock 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

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 216,673 and 149,189 shares on January 1, 2023 and 2022, respectively

and will increase automatically on January 1 of each of 2024 through 2027 by the number of shares equal to 1.0% of the aggregate number

of outstanding shares of Company common stock as of the immediately preceding December 31.

However, the Company’s board may reduce

the amount of the increase in any particular year.

At the Annual Meeting held on May 12, 2021 and May 12, 2022, the stockholders approved

a one-time, 500,000 increase each year for a total of 1,000,000 increase, to the number of shares reserved for issuance under the 2017

At the Annual Meeting held on May 11, 2023, the stockholders approved a one-time, 1,500,000 increase to the number of shares reserved

for issuance under the 2017 Plan.

The 2017 Plan provides for 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 of grant.

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

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.

following table summarizes the activity for all stock options outstanding for the years ended December 31:

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.

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:

Schedule of Stock Options Activity

Weighted Average

Exercise Price

Weighted Average

Exercise Price

Weighted Average Exercise Price

Options outstanding at beginning of year

1 unchanged sentence

Options exercisable at December 31:

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

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:

Schedule of Stock Options Outstanding and Exercisable

Weighted Average

Contractual Life

Exercise Price

Company recognized stock-based compensation expense for stock options of $ 4,716,475 and $ 4,415,415 for the years ended December 31, 2023

and 2022, respectively.

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

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.

The effect of this modification on stock-based compensation was $ 134,000 and $ 517,000

for the years ended December 31, 2023 and 2022, respectively.

The effect of this modification on stock-based compensation over the remaining

service period will be approximately $ 163,000 .

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.

effect on stock-based compensation was $ 65,000 and $ 92,000 for the years ended December 31, 2023 and 2022, respectively.

The effect on

stock-based compensation over the remaining service period will be approximately $ 98,000 .

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 $ 19,000 and $ 38,000 for the years ended December 31, 2023 and

2022, respectively.

The effect on stock-based compensation over the remaining service period is not material.

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

for the years ended December 31:

Schedule of Assumptions for Fair Value of Equity-based Awards

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

Risk-free interest rate

3.48 % - 4.71 %

3.41 % - 4.86 %

Expected volatility

71.2 % - 76.20 %

77.1 % - 79.8 %

Expected life (years)

5.25 to 10.00

Expected dividend yield

inputs for the Black-Scholes valuation model require management’s significant assumptions.

Prior to the Company’s initial

public offering, the price per share of common stock was determined by the Company’s board based on recent prices of common stock

sold in private offerings.

Subsequent to the initial public offering, the price per share of common stock is determined by using the

closing market price on the Nasdaq Capital Market on the grant date.

The 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.

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 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.

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.

Company had 1,958 and 3,273 shares of restricted stock outstanding at December 31, 2023 and 2022, respectively, and 3,273 and 3,214 shares

of restricted stock vested during the years ended December 31, 2023 and 2022, respectively.

The Company recognized stock-based compensation

expense for restricted stock of $ 18,499 and $ 41,431 for the years ended December 31, 2023 and 2022, respectively.

total remaining shares available for grant under the Company’s 2017 Plan as of December 31, 2023 was 1,019,149 .

unrecognized compensation cost related to stock options and restricted stock is estimated to be recognized at December 31:

Schedule of Unrecognized Compensation Cost

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

2017 Employee Stock Purchase Plan

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.

The number of shares reserved for issuance was automatically increased by 108,337 and

74,595 shares on January 1, 2023 and 2022, 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.

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, 2023 is 266,635 .

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, 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

$ 166,460 and $ 181,359 for the years ended December 31, 2023 and 2022, respectively.

Company recognized total stock-based compensation expense as follows for the years ended December 31:

Schedule of Stock-based Compensation Expense

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.

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:

of Stock-based Compensation Expenses

Stock-based compensation expense in operating expenses:

1 unchanged sentence

General and administrative

April 8, 2021, the Company entered into a loan and security agreement (the “Loan Agreement”) with Innovatus Life Sciences

Lending Fund I, LP, a Delaware limited partnership (“Innovatus”) in its capacity as Collateral Agent and sole Lender.

Lender agreed to loan up to $ 25 million in three tranches consisting of (i) a $ 15.0 million non-contingent term A loan that was funded

on April 8, 2021, (ii) a $ 5 million term B loan with a deadline of March 31, 2022 and (iii) a $ 5 million term C loan to be funded upon

request, subject to our ability to achieve certain milestones, no later than March 31, 2023 (collectively the “Term Loans”).

Loan Agreement also contains certain events of default, warranties and covenants of the Company.

In connection with each funding of the

Term Loans, the Company is required to issue Innovatus a warrant (the “Warrants”) to purchase a number of shares of the Company’s

stock equal to 2.5% of the principal amount of the relevant Term Loan funded divided by the exercise price, which will be based on the

lower of (i) $14.40 per share or (ii) the volume weighted

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

funding date of the Term B or Term C Loan, as applicable.

The warrants may be exercised on a cashless basis and are immediately exercisable

through the tenth anniversary of the applicable funding date.

In connection with the first tranche of the Term Loans, the Company issued

a warrant to Innovatus to purchase 26,042 shares of the Company’s common stock at an exercise price of $ 14.40 per share.

evaluated the warrant under ASC 470, debt, and recognized an additional debt discount of approximately $ 0.3 million based on the relative

fair value of the base instruments and warrants.

The Company calculated the fair value of the warrant using the Black-Scholes model.

In connection with the funding of the first tranche of the Term Loans, a final fee of approximately

$ 0.7 million was recorded as additional principal as a debt discount, and a facility fee of approximately $ 0.1 million was recorded as

additional debt discount.

The Company is also required to maintain a minimum cash balance in agreement with the term loans’ default

August 9, 2022, the Company amended the Loan Agreement.

Under the amended Loan Agreement, Innovatus, as Lender, has agreed to loan up

to $ 75 million, a $ 50 million increase from the original Loan Amount, in five tranches consisting of:

(i) a $ 15 million term A loan that

was funded on April 8, 2021 upon entering into the original Loan Agreement, (ii) a $ 20 million term B loan to be funded upon request

of the Company no later than December 31, 2023, with such funding conditioned upon the closing of the Company’s $ 100 million private

placement announced on May 16, 2022, (iii) a $ 10 million term C loan to be funded upon request of the Company no later than April 1,

2024, (iv) a $ 20 million term D loan to be funded upon request of the Company no later than November 1, 2024, and (v) a $ 10 million term

E loan to be funded upon request of the Company no later than February 28, 2025.

As of December 31, 2023, term loans totaling $ 35 million

are outstanding under the Loan Agreement, including the initial Term A loan of $ 15 million which was funded on April 8, 2021, and a $ 20

million Term B loan which was funded on December 22, 2022 following the closing of the $ 100 million private placement described above.

Funding of the term C, D, and E loans are conditioned upon satisfaction of certain clinical trial milestones and certain financial covenants

determined on a pro forma as-funded basis.

In connection with the original and amended Loan Agreement and the funding of the first and

second tranche of the Term Loans, the Company incurred debt issuance costs of approximately $ 1.1 million.

The debt issuance costs and

the debt discount are amortized to interest expense using the effective interest method over the life of the Term Loans.

value of the debt approximates fair value as of December 31, 2023.

the amended Loan Agreement, Innovatus has the right, at its election and until August 9, 2025, the third anniversary of the loan amendment

date, to convert into Common Stock up to (1) 20% of the outstanding principal amount of term A loan, and (ii) an additional 7% of the

amount by which the aggregate principal amount of the funded term B, C, D, and E loans exceed $35 million, provided that the aggregate

outstanding principal amount of all term loans is at least $35 million, which such conversion based upon a price per share equal to $10.00.

No additional warrants are required to be issued under the funding of term B, C, D, and E.

Company is entitled to make interest-only payments for forty-eight months, or up to sixty months from the original Loan Agreement date

if certain conditions are met.

The Term Loans will mature on April 8, 2027, the sixth anniversary of the initial funding date, and will

bear interest at a rate equal to the sum of (a) the greater of (i) Prime Rate (as defined in the amended Loan Agreement) or (ii) 3.25%,

Additionally, the Company elected to make 4.95% of the interest rate as payable in-kind, which shall accrue as principal monthly.

The Amended Loan Agreement includes certain other fees, such as a final fee of 4.5% of the funded loan amounts not converted into equity

by the lender, which apply if prepayment, an event of default, or change of control occurs prior to August 9, 2025, the third anniversary

of the Amendment date.

Subject to certain other conditions, no final fee will be payable after August 9, 2025.

The Company has the option

to prepay the loan at any time following the first anniversary of the amended loan agreement date, with tiered prepayment fees ranging

from 0 to 1% based on when the prepayment occurs.

Upon a change in control or event of default, mandatory prepayment will be required,

and if such an event occurs prior to the first anniversary of the Amendment date, an additional prepayment fee of 3.0 % applies.

amended Loan Agreement remains secured by all assets of the Company.

Proceeds will be used for working capital purposes and to fund the

Company’s general business requirements.

The amended Loan Agreement contains customary representations and warranties and covenants,

subject to customary carve outs, and includes financial covenants related to or based upon liquidity, trailing twelve months revenue

and the funded loan amounts.

debt consisted of the following at December 31, 2023 and 2022:

Schedule of Long-term Debt

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

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

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

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

Proceeds 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

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

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

PIK interest (added to principal)

unamortized debt issuance costs

( 1,613,734 )

unamortized debt discount

( 5,752,418 )

Total long-term debt

principal payments are as follows:

Schedule of Long Term Debt Future Principal Payments

the conversion of Celcuity LLC to Celcuity Inc.

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 2023 and 2022, 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 ending December 31:

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:

Schedule of Effective Income Tax Rate Reconciliation

8 unchanged sentences

Income tax benefits

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, 2023.

The tax effects of temporary differences and carryforwards

that give rise to significant portions of the deferred tax assets are at December 31:

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:

Schedule of Deferred Tax Assets and Liabilities

12 unchanged sentences

Net deferred tax assets

December 31, 2023, the Company had federal and state net operating loss carryforwards of approximately $ 25.9 million and $ 0.7 million,

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 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, 2023 and December 31, 2022.

December 31, 2023, the Company had federal and state research and development tax credit carryforwards resulting in deferred tax assets

of approximately $ 2.0 million and $ 1.3 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, 2023 and December 31, 2022.

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, 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, 2023, and 2022, 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.

to the conversion, Celcuity was a limited liability company and therefore was taxed as a partnership for income tax purposes.

no benefit for income taxes was recorded prior to the conversion.

years prior to 2020, 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, 2023, 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.

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

In March 2024, an investor exercised 1,739,080 warrants at an exercise

price of $ 8.05 , which generated approximately $ 14 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 Disclosures

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

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