What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2025-05-15 compared with 2024-11-14 · 42 added, 12 removed, 10 unchanged (84% of the section changed)

Other Information

the three months ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted

Trading Plans

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

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

in Item 408 of Regulation S-K.

Certificate of Incorporation of the Company, as amended, including the Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 9, 2024).

Bylaws, (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2017).

Certification of Chairman and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chairman and Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

following information from the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2024, formatted in

(i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Changes

in Stockholders’ Equity, (iv) the Condensed Statements of Cash Flows, (v) the Notes to Condensed Financial Statements and

(vi) the information under Part II, Item 5, “Other Information.”

First Amendment to Amended and Restated Loan and Security Agreement

On May 13, 2025, we entered into

the First Amendment (the “First Amendment”) to 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 listed on Schedule 1.1 thereto or otherwise party thereto from time to time (the “Lenders”), including Innovatus in

its capacity as a Lender, and Oxford Finance LLC (“Oxford”).

Pursuant to the First Amendment,

we agreed to (i) pay Oxford an amendment fee of $40,000 on the effective date of the First Amendment, (ii) extend to March 9, 2026 the

expiration date of Innovatus’ right to convert up to 20% of the outstanding principal of the Term A Loan (as defined in the A&R

Loan Agreement) into shares of the Company’s common stock at a price per share of $10.00, (iii) extend the expiration date of the

Term D Draw Period (as defined in the First Amendment) to the earlier of (x) August 31, 2025 and (y) the occurrence of an Event of

Default (as defined in the A&R Loan Agreement), (iv) update the liquidity covenant to increase the Minimum Liquidity Percentage (as

defined in the First Amendment) to 50% if we fail to achieve the Term D Milestone (as defined in the A&R Loan Agreement) prior to

June 1, 2025 and to decrease the Minimum Liquidity Percentage back to 30% if we subsequently achieve the Term D Milestone prior to the

end of the Term D Draw Period, and (v) release Innovatus and the Lenders from any and all claims arising out of or related to the A&R

Loan Agreement, the First Amendment and related documentation.

The foregoing description

of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment,

which is filed as Exhibit 10.3 hereto and is incorporated herein by reference.

of Incorporation of the Company, as amended, including the Certificate of Designations of Preferences, Rights and Limitations of

Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K

filed with the SEC on October 9, 2024).

(incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13,

in Control and Severance Plan and Summary Plan Description (incorporated by reference to Exhibit 10.35 to the Company’s Annual

Report on Form 10-K filed with the SEC on March 31, 2025).

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

Amended and Restated 2017 Stock Incentive Plan.

First Amendment to Amended and Restated Loan and Security Agreement, dated May 13, 2025, by and among the Company, Innovatus Life Sciences Lending Fund I, LP, as collateral agent, the Lenders named therein and Oxford Finance LLC.

Certification

of Chairman and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of Chairman and Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification

of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

following information from the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2025, formatted in Inline

(i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Changes in

Stockholders’ Equity, (iv) the Condensed Statements of Cash Flows, (v) the Notes to Condensed Financial Statements, and (vi)

the information under Part II, Item 5, “Other Information.”

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

1 unchanged sentence

the undersigned thereunto duly authorized.

November 14, 2024

and Chief Executive Officer

3 unchanged sentences

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

What changed 10-Q

Item 5. Other Information