SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Celcuity Inc. [ CELC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/09/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/09/2022 | P(1) | 260,869(1) | A | $5.75 | 3,016,643 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $8.4 | (2) | 05/17/2027 | Common Stock | 21,500 | 21,500 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (2) | 09/19/2027 | Common Stock | 8,220 | 8,220 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (2) | 08/13/2028 | Common Stock | 3,769 | 3,769 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (2) | 10/17/2028 | Common Stock | 14,675 | 14,675 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (3) | 08/12/2029 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (2) | 08/12/2029 | Common Stock | 4,985 | 4,985 | D | ||||||||
| Stock Option (right to buy) | $5.9 | (4) | 08/12/2030 | Common Stock | 20,000 | 20,000 | D | ||||||||
| Stock Option (right to buy) | $5.9 | (2) | 08/12/2030 | Common Stock | 17,281 | 17,281 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (5) | 12/28/2030 | Common Stock | 11,081 | 11,081 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (6) | 02/02/2031 | Common Stock | 12,859 | 12,859 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (7) | 03/18/2031 | Common Stock | 11,889 | 11,889 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (8) | 04/12/2031 | Common Stock | 13,509 | 13,509 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (2) | 08/11/2031 | Common Stock | 17,000 | 17,000 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (9) | 08/11/2031 | Common Stock | 20,000 | 20,000 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (10) | 10/27/2031 | Common Stock | 6,569 | 6,569 | D | ||||||||
| Stock Option (Right to Buy) | $5.5 | (11) | 05/17/2032 | Common Stock | 250,000 | 250,000 | D | ||||||||
| Warrants (right to buy) | $80.5 | 12/09/2022 | D(12) | 10,434 | (12) | (12) | Series A Preferred Stock | 10,434 | $0 | 0 | D | ||||
| Warrants (right to buy) | $8.05 | 12/09/2022 | A(13) | 104,340 | (13) | 12/09/2027 | Common Stock | 104,340 | $0 | 104,340 | D | ||||
| Common Stock (right to buy) | $5.75 | 12/09/2022 | D(14) | 260,869 | (14) | (14) | Common Stock | 260,869 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Acquired pursuant to a securities purchase agreement entered into with the Company on May 15, 2022. |
| 2. Fully vested. |
| 3. 12,500 shares vest on 8/12/20; the remaining 37,500 shares vest 1/36th per month thereafter. |
| 4. 5,000 shares vest on 8/12/21; the remaining 15,000 shares vest 1/36th per month thereafter. |
| 5. 2,770 shares vest on 12/29/21; the remaining 8,311 shares vest 1/36th per month thereafter. |
| 6. 3,214 shares vest on 2/2/22; the remaining 9,645 shares vest 1/36th per month thereafter. |
| 7. 2,972 shares vest on 3/18/22; the remaining 8,917 shares vest 1/36th per month thereafter. |
| 8. 3,377 shares vest on 4/12/22; the remaining 10,132 shares vest 1/36th per month thereafter. |
| 9. 5,000 shares vest on 8/11/22; the remaining 15,000 shares vest 1/36th per month thereafter. |
| 10. 1,642 shares vest on 10/27/22; the remaining 4,927 shares vest 1/36th per month thereafter. |
| 11. These shares vest in equal amounts over fourteen (14) months, beginning June 1, 2022. |
| 12. To comply with the technical reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, the security was initially reported as the right to acquire warrants to purchase 10,434 shares of Series A Preferred Stock at a price per share of $80.50 pursuant to a securities purchase agreement entered into with the Company on May 15, 2022. The Series A Preferred Stock underlying such securities was convertible into 104,340 shares of common stock. The transactions contemplated by the securities purchase agreement closed on the reported Transaction Date. |
| 13. Acquired pursuant to a securities purchase agreement entered into with the Company on May 15, 2022. The issued warrants on the transaction date provide the right to purchase 104,340 shares of common stock at a price per share of $8.05 instead of 10,434 shares of Series A Preferred Stock at a price per share of $80.50 as noted in Note 11 above due the occurrence of a specified event provided in the securities purchase agreement. |
| 14. To comply with the technical reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, the security was initially reported as the right to acquire shares of common stock pursuant to a securities purchase agreement entered into with the Company on May 15, 2022. The transactions contemplated by the securities purchase agreement closed on the reported Transaction Date. |
| /s/ Eric O. Madson as Attorney-in-Fact for Brian F. Sullivan pursuant to Power of Attorney previously filed. | 12/13/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||