Is CELC diluting shareholders?

Read three numbers together: shares outstanding over time (48.8M as of 2026-05-07), warrants that can convert into new shares (6.42B reported), and how much cash runway remains (~30.30250521920668 months). A company short on cash with live registrations is structurally likely to issue shares.

Where do these numbers come from?

SEC EDGAR only: the XBRL company-facts API for shares, warrants and cash, and filing metadata for registrations and pricings. Every figure shows its source form, and nothing here is estimated by us beyond the arithmetic stated next to it.

Why might a warrant tranche be missing from the table?

The tranche table is built from the dimensions the company tagged in its own 10-Q or 10-K XBRL. A tranche the filer chose not to dimension does not appear, and its absence proves nothing: the exhibits remain the ground truth. Everything shown carries the filing it came from.

Dilution profile // every instrument, one screen, from SEC filings

Celcuity Inc. (CELC)

CIK 1603454 · all EDGAR filings →

Overall dilution risk

HIGHworst of 4 computed signals (offering ability)

= the worst band among the computed sub-ratings, no hidden weighting

Offering ability

HIGH$400M registered

= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)

one or more live registrations had no structured fee data, so the true total is AT LEAST this

Overhead supply

HIGHwarrants = 13170% of O/S

= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)

warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this

Historical dilution

HIGH+122% O/S in 3y

= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative

Cash need

LOW~30.3 months of runway

= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

Latest: 48.8M shares as of May 7, 2026 (10-Q).

Cash runway

Self-funding

generates cash

Full breakdown: cash runway tool · source filing →

Warrants

Tranche	Warrants	Exercise price	Term	Notes
Prefunded Warrants	400,000	$0.001	—	—

Tranches exactly as the company dimensioned them in its 10-Q filed May 14, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 6.42B underlying shares, as reported Dec 31, 2025 (10-K).

Reported exercise price: $8.05 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $13.0M as of Dec 31, 2023.

Rough fully diluted estimate: 6.47B = 48.8M O/S + 6.42B warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

Convertible debt on the balance sheet: $130.0M as of Mar 31, 2026, tagged only as a company-wide total.

This filer tagged totals without per-note dimensions in its 10-Q filed May 14, 2026 →, so per-note terms (maturities, individual conversion prices) live in the exhibit prose and are not parsed here.

Registrations and offerings

Registered offering capacity on live registrations: $400.0Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3ASRJan 9, 2026$400.0M registeredfiling →

S-3Aug 30, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

S-3Nov 14, 2023no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 3 executed · 1 registered.

EXECUTEDJun 5, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →

MARKETINGJun 4, 2026Free-writing prospectus — offering being marketedFWP →

EXECUTEDJun 3, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →

REGISTEREDJan 9, 2026Automatic shelf registration — effective immediately (large filers)S-3ASR →

EXECUTEDSep 10, 2025Unregistered share sale disclosed (8-K item 3.02)8-K →

EXECUTEDJul 31, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →

MARKETINGJul 30, 2025Free-writing prospectus — offering being marketedFWP →

EXECUTEDJul 29, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →

EXECUTEDJul 28, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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