Item 5. Other Information
ITEM
5. Other Information
Trading Plans
During
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.
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.
25
ITEM
6. Exhibits
EXHIBIT
INDEX
Exhibit
No.
Description
3.1
Certificate
of Incorporation of the Company, as amended, including the Certificate of Designations of Preferences, Rights and Limitations of
Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K
filed with the SEC on October 9, 2024).
3.2
Bylaws
(incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13,
2017).
10.1
Change
in Control and Severance Plan and Summary Plan Description (incorporated by reference to Exhibit 10.35 to the Company’s Annual
Report on Form 10-K filed with the SEC on March 31, 2025).
10.2*
Form of Stock Option Agreement (Performance-Based) pursuant to Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan.
10.3*
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.
31.1*
Certification
of Chairman and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification
of Chairman and Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification
of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*
The
following information from the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2025, formatted in Inline
XBRL: (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Changes in
Stockholders’ Equity, (iv) the Condensed Statements of Cash Flows, (v) the Notes to Condensed Financial Statements, and (vi)
the information under Part II, Item 5, “Other Information.”
104*
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Filed
herewith.
**
Furnished
herewith.
26
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated:
May 15, 2025
CELCUITY
INC.
By
/s/
Brian F. Sullivan
Brian
F. Sullivan
Chairman
and Chief Executive Officer
(Principal
Executive Officer)
By
/s/
Vicky Hahne
Vicky
Hahne
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
27
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.