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

Celcuity Inc. (CELC)

CIK 1603454 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed sub-ratings (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 = 13126% 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+102% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
LOW~59 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

2020-11-022026-08-05

Latest: 48.9M shares as of Aug 5, 2026 (10-Q).

Cash runway

Self-funding

generates cash

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Prefunded Warrants400,000$0.001——

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 13, 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 = 48.9M 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 Dec 31, 2025, tagged only as a company-wide total.

This filer tagged totals without per-note dimensions in its 10-Q filed Aug 13, 2026 →, so per-note terms (maturities, individual conversion prices) live in the exhibit prose and are not parsed here.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding48.9MAug 5, 2026
+ Prefunded Warrants (if exercised)400,000Jul 30, 2025
Fully diluted estimate49.3M+0.8% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

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: 2 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 →
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 →
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 →
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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