UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 6, 2018
Celcuity Inc.
(Exact name of Registrant as Specified in its Charter)
| Delaware | | 001-38207 | | 82-2863566 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
16305 36th Avenue North; Suite 450
Minneapolis, Minnesota 55446
(Address of Principal Executive Offices and Zip Code)
(763) 392-0767
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in [sic] Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth companyx
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.x
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) The information included in Item 7.01 is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On April 5, 2018, the Board of Directors of Celcuity Inc. (the “Company”) adopted Amendment No. 1 (the “Amendment”) to the Celcuity Inc. 2017 Stock Incentive Plan (the “2017 Plan”). Prior to adoption of the Amendment, the 2017 Plan imposed limits on the aggregate number of shares of Common Stock that can be granted under the 2017 Plan to any one person in any calendar year pursuant to certain types of awards. The Amendment makes such annual limits applicable to all types of awards under the 2017 Plan. A copy of the Amendment is included herewith as Exhibit 10.1, and is intended to be deemed filed rather than furnished.
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 hereunto duly authorized.
| Date: April 6, 2018 | |
| | |
| CELCUITY INC. |
| | |
| | By: | | /s/ Brian F. Sullivan |
| | | | Brian F. Sullivan Chief Executive Officer |
EXHIBIT INDEX
