What changed in this filing

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Item 1. Financial Statements

2020-11-09 compared with 2020-08-10 · 96 added, 52 removed, 239 unchanged (38% of the section changed)

2 unchanged sentences

Condensed Balance Sheets

September 30,

Current Assets:

19 unchanged sentences

2,500,000 shares authorized;

0 shares issued and outstanding as of June 30, 2020 and December 31, 2019

0 shares issued and outstanding as of September 30, 2020 and December 31, 2019

Common stock, $ 0.001 par value:

25,000,000 shares authorized;

10,289,253 and 10,253,988 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively

10,289,253 and 10,253,988 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively

Additional paid-in capital

Accumulated deficit

( 23,770,688 )

( 16,847,406 )

Total Stockholders' Equity

3 unchanged sentences

Condensed Statements of Operations

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended

September 30,

Nine Months Ended

September 30,

Operating expenses:

3 unchanged sentences

Loss from operations

( 2,480,075 )

( 2,091,315 )

( 7,004,828 )

( 5,907,537 )

Other income (expense)

3 unchanged sentences

Net loss before income taxes

( 2,474,298 )

( 1,984,254 )

( 6,923,282 )

( 5,550,339 )

Income tax benefits

$ ( 2,474,298 )

$ ( 1,984,254 )

$ ( 6,923,282 )

$ ( 5,550,339 )

Net loss per share, basic and diluted

3 unchanged sentences

Condensed Statements of Changes in Stockholders' Equity

Three Months and Six Months Ended June 30, 2020

Additional Paid-In

Three and Nine Months Ended September 30, 2020

Balance at December 31, 2019

$ ( 16,847,406 )

Stock-based compensation

( 2,246,995 )

Balance at March 31, 2020 (unaudited)

( 19,094,401 )

Stock-based compensation

Employee stock purchases

Issuance of shares of common stock in an at-the-market ("ATM") offering

Issuance of common stock in an at-the-market ("ATM") offering

Issuance costs associated with ATM offering

( 2,201,989 )

Balance at June 30, 2020 (unaudited)

( 21,296,390 )

Stock-based compensation

Issuance costs associated with ATM offering

( 2,474,298 )

Balance at September 30, 2020 (unaudited)

$ ( 23,770,688 )

See accompanying notes to the financial statements

1 unchanged sentence

Condensed Statements of Changes in Stockholders' Equity

Three Months and Six Months Ended June 30, 2019

Additional Paid-In

Three and Nine Months Ended September 30, 2019

Balance at December 31, 2018

$ ( 9,488,042 )

Stock-based compensation

Exercise of common stock options

( 1,845,908 )

Balance at March 31, 2019 (unaudited)

( 11,333,950 )

Stock-based compensation

Exercise of common stock options

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

Employee stock purchases

( 1,720,177 )

Balance at June 30, 2019 (unaudited)

( 13,054,127 )

Stock-based compensation

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

( 1,984,254 )

Balance at September 30, 2019 (unaudited)

$ ( 15,038,381 )

See accompanying notes to the financial statements

1 unchanged sentence

Condensed Statements of Cash Flows

Six Months Ended June 30,

Nine Months Ended

September 30,

Cash flows from operating activities:

$ ( 6,923,282 )

$ ( 5,550,339 )

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

7 unchanged sentences

Net cash used for operating activities

( 5,038,438 )

( 4,294,953 )

Cash flows from investing activities:

10 unchanged sentences

Net change in cash and cash equivalents

( 5,038,615 )

Cash and cash equivalents:

6 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited)

(For the Three and Six Months Ended June 30, 2020 and 2019)

(For the Three and Nine Months Ended September 30, 2020 and 2019)

Nature of Business

2 unchanged sentences

This allows Celcuity to discover new cancer sub-types molecular diagnostics cannot detect.

Celcuity is driven to improve outcomes for patients and to transform how pharmaceutical companies define the patient populations for their targeted therapies.The Company was co-founded in 2012 by Brian F.

Celcuity is driven to improve outcomes for patients and to transform how pharmaceutical companies define the patient populations for their targeted therapies.

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

Sullivan and Dr.

8 unchanged sentences

These unaudited condensed financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2019 and the related footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period.

Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period.

Accounting Estimates

22 unchanged sentences

The original guidance required application on a modified retrospective basis with the earliest period presented.

In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-11, Targeted Improvements to ASC 842, which included an option to not restate comparative periods in transition and elect to use the effective date of ASC 842 as the date of initial application of transition, which the Company elected.As a result of the adoption of ASC 842 on January 1, 2019, the Company recorded both operating lease right-of-use (ROU) assets of $ 356,539 and lease liabilities of $ 404,931 and eliminated deferred rent of $ 63,875 and prepaid rent of $ 15,483 .

The adoption of ASC 842 had no impact on the Company’s Condensed Statement of Operations and Condensed Statement of Cash Flows for the three- and six-month period ended June 30, 2020.

As a result of the adoption of ASC 842 on January 1, 2019, the Company recorded both operating lease right-of-use (ROU) assets of $ 356,539 and lease liabilities of $ 404,931 and eliminated deferred rent of $ 63,875 and prepaid rent of $ 15,483 .

The adoption of ASC 842 had no impact on the Company’s Condensed Statement of Operations and Condensed Statement of Cash Flows for the three- and nine-month period ended September 30, 2020.

In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard which allowed the Company to carry forward the historical lease classification.

4 unchanged sentences

Therefore, the weighted-average shares outstanding used to calculate both basic and diluted loss per common share are the same.

For the three and six months ended June 30, 2020 and 2019, potentially dilutive securities excluded from the computations of diluted weighted-average shares outstanding were options to purchase 723,194 and 406,518 shares of common stock, respectively, warrants to purchase 353,585 and 353,980 shares of common stock, respectively, and 15,686 and 0 shares of restricted common stock, respectively.

For the three and nine months ended September 30, 2020 and 2019, potentially dilutive securities excluded from the computations of diluted weighted-average shares outstanding were options to purchase 810,725 and 577,469 shares of common stock, respectively, warrants to purchase 353,585 and 353,980 shares of common stock, respectively, and 15,686 and 0 shares of restricted common stock, respectively.

Operating and Finance Leases

1 unchanged sentence

In September 2017, the Company entered into a non-cancelable operating lease agreement for building space.

The new lease commenced, and the Company moved to the facility, in May 2018, in conjunction with the termination of its then existing lease.

The lease commenced, and the Company moved to the facility, in May 2018, in conjunction with the termination of its then existing lease.

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

The new lease agreement extends through April 2021 and provides for monthly rent, real estate taxes and operating expenses.

The lease agreement includes the option to extend the term for two periods of one year each.

The option to extend is at the Company’s discretion and because it has not been determined if the option to extend will be exercised, the extended lease terms are not included in the ROU assets and lease liabilities.

The Company regularly evaluates the renewal options and when they are reasonably certain of exercise, the Company includes the renewal period in its lease term.

On July 28, 2020, the Company signed an amendment to exercise the option to extend the lease for a period of one year.

The commencement of the extended period is May 1, 2021 and will terminate on April 30, 2022.

The original lease agreement was set to terminate on April 30, 2021, but in July 2020 the Company signed an amendment to extend the lease through April 30, 2022.

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

As a result of the lease amendment, the Company recorded an incremental $ 197,211 in the operating ROU asset and lease liability.

The lease amendment includes the option to extend the term for one additional year.

The option to extend is at the Company’s discretion and because it has not been determined if the option to extend will be exercised, the extended lease term is not included in the ROU assets and lease liabilities.

The Company regularly evaluates the renewal option and when it is reasonably certain of exercise, the Company will include the renewal period in the lease term.

In May 2018, the Company entered into a non-cancelable finance lease agreement for office equipment with a five-year term.

2 unchanged sentences

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 payments.

Supplemental balance sheet information consisted of the following at June 30, 2020:

Supplemental balance sheet information consisted of the following at September 30, 2020:

Operating Lease

10 unchanged sentences

Long term portion

Maturity analysis under lease agreements consisted of the following as of June 30, 2020:

Operating Leases

Finance Leases

Maturity analysis under lease agreements consisted of the following as of September 30, 2020:

Total minimum lease payments

3 unchanged sentences

Weighted Average

Discount Rate

Operating lease

Finance lease

Lease costs for the period ended June 30, 2020:

Three-month Period

Six-month Period

Lease costs for the period ended September 30, 2020:

Operating lease cost

1 unchanged sentence

Variable lease cost

Supplemental cash flow information related to leases for the period ended June 30, 2020:

Three-month Period

Six-month Period

Supplemental cash flow information related to leases for the period ended September 30, 2020:

Cash paid for amounts included in operating and finance leases:

17 unchanged sentences

333-227466), which was originally filed with the SEC on September 21, 2018 and declared effective by the SEC on October 4, 2018, the base prospectus contained within the Registration Statement, and a prospectus supplement that was filed on June 5, 2020.

Sales of our common stock, if any, under this prospectus supplement may be made by any method deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.

During the three and six months ended June 30, 2020, the Company sold 14,901 shares of common stock pursuant to the ATM Agreement, at an average selling price of $ 10.34 per share.

Sales of the Company’s common stock, if any, under this prospectus supplement may be made by any method deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.

During the three months ended September 30, 2020, the Company sold zero shares of common stock pursuant to the ATM Agreement.

During the nine months ended September 30, 2020, the Company sold 14,901 shares of common stock pursuant to the ATM Agreement, at an average selling price of $ 10.34 per share.

Stock-Based Compensation

The following table summarizes the activity for all stock options outstanding for the six months ended June 30:

The following table summarizes the activity for all stock options outstanding for the nine months ended September 30:

Weighted Average Exercise Price

1 unchanged sentence

Options outstanding at beginning of year

Balance at June 30

Options exercisable at June 30:

Balance at September 30

Options exercisable at September 30:

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

The following table summarizes additional information about stock options outstanding and exercisable at June 30, 2020:

The following table summarizes additional information about stock options outstanding and exercisable at September 30, 2020:

Options Outstanding

7 unchanged sentences

Aggregate Intrinsic Value

The Company recognized stock-based compensation expense for stock options of $ 414,272 and $ 174,871 for the three months ended June 30, 2020 and 2019, respectively, and $ 864,937 and $ 337,700 for the six months ended June 30, 2020 and 2019, respectively.

The Company recognized stock-based compensation expense for stock options of $ 410,544 and $ 288,087 for the three months ended September 30, 2020 and 2019, respectively, and $ 1,275,481 and $ 625,785 for the nine months ended September 30, 2020 and 2019, respectively.

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 for the three and six months ended June 30, 2020 was approximately $ 51,000 .

The effect on stock-based compensation for the three and nine months ended September 30, 2020 was approximately $ 19,000 and $ 70,000 , respectively.

The effect on stock-based compensation over the remaining service period will be approximately $ 149,000 .

The Black-Scholes option-pricing model was used to estimate the fair value of equity-based awards with the following weighted-average assumptions for the six months ended June 30:

The Black-Scholes option-pricing model was used to estimate the fair value of equity-based awards with the following weighted-average assumptions for the nine months ended September 30:

Risk-free interest rate

15 unchanged sentences

In the event the Company terminates any of its consulting agreements, the unvested options issued in connection with the agreements would also be cancelled.

Restricted stock awards were granted to two members of the Company’s board during the three months ended June 30, 2020.

The Company had 15,686 and 0 shares of restricted stock outstanding as of June 30, 2020 and 2019, respectively, and 0 and 2,571 shares of restricted stock vested during the three months ended June 30, 2020 and 2019.

The Company recognized stock-based compensation expense for restricted stock of $10,912 and $4,260 for the three months ended June 30, 2020 and 2019, respectively, and $10,912 and $17,047 for the six months ended June 30, 2020 and 2019, respectively.

Restricted stock awards were granted to two members of the Company’s board during the nine months ended September 30, 2020.

The Company had 15,686 and 0 shares of restricted stock outstanding as of September 30, 2020 and 2019, respectively, and 0 and 2,571 shares of restricted stock vested during the nine months ended September 30, 2020 and 2019.

The Company recognized stock-based compensation expense for restricted stock of $ 20,904 and $ 0 for the three months ended September 30, 2020 and 2019, respectively, and $ 31,815 and $ 17,047 for the nine months ended September 30, 2020 and 2019, respectively.

The Company initially reserved a maximum of 750,000 shares of common stock for issuance under the 2017 Stock Incentive Plan (the “2017 Plan”).

1 unchanged sentence

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

The total remaining shares available for grant under the Company’s 2017 Plan as of June 30, 2020 is 325,677 .

The total remaining shares available for grant under the Company’s 2017 Plan as of September 30, 2020 is 238,146 .

Total unrecognized compensation cost related to stock options and restricted stock is estimated to be recognized as follows:

Total estimated compensation cost to be recognized

The Company recognized stock-based compensation expense related to its employee stock purchase plan of ($ 1,991 ) and $ 13,115 for the three months ended June 30, 2020 and 2019, respectively and $ 11,993 and $ 22,144 for the six months ended June 30, 2020 and 2019, respectively.

The Company recognized stock-based compensation expense related to its employee stock purchase plan of $ 17,499 and $ 15,157 for the three months ended September 30, 2020 and 2019, respectively and $ 29,493 and $ 37,302 for the nine months ended September 30, 2020 and 2019, respectively.

The Company initially reserved a total of 100,000 shares for issuance under the employee stock purchase plan.

1 unchanged sentence

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 June 30, 2020 is 119,956 .

The Company recognized total stock-based compensation expense as follows for the three and six months ended June 30:

The total remaining shares available for issuance under the employee stock purchase plan as of September 30, 2020 is 119,956 .

The Company recognized total stock-based compensation expense as follows for the three and nine months ended September 30:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Stock-based compensation expense in operating expenses:

2 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 1. Financial Statements