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Filing Details

Accession Number:: 0001062993-22-023796
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-12-13 16:47:42
Reporting Period:: 2022-12-09

Accepted Time:: 2022-12-13 16:47:42
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1603454	Celcuity Inc.	CELC	()	MN

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
940454	F. Brian Sullivan	16305 36Th Avenue North Suite 100 Minneapolis MN 55446	Chief Executive Officer	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2022-12-09	260,869	$5.75	3,016,643	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Series A Preferred Stock	Warrants (right to buy)	Disposition	2022-12-09	10,434	$0.00	10,434	$80.50
Common Stock	Warrants (right to buy)	Acquisiton	2022-12-09	104,340	$0.00	104,340	$8.05
Common Stock	Common Stock (right to buy)	Disposition	2022-12-09	260,869	$0.00	260,869	$5.75

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		No	4	D	Direct
104,340	2027-12-09	No	4	A	Direct
0		No	4	D	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Stock Option (right to buy)	$8.40	2027-05-17	21,500	21,500	Direct
Common Stock	Stock Option (right to buy)	$5.50	2027-09-19	8,220	8,220	Direct
Common Stock	Stock Option (right to buy)	$5.50	2028-08-13	3,769	3,769	Direct
Common Stock	Stock Option (right to buy)	$5.50	2028-10-17	14,675	14,675	Direct
Common Stock	Stock Option (right to buy)	$5.50	2029-08-12	50,000	50,000	Direct
Common Stock	Stock Option (right to buy)	$5.50	2029-08-12	4,985	4,985	Direct
Common Stock	Stock Option (right to buy)	$5.90	2030-08-12	20,000	20,000	Direct
Common Stock	Stock Option (right to buy)	$5.90	2030-08-12	17,281	17,281	Direct
Common Stock	Stock Option (right to buy)	$5.50	2030-12-28	11,081	11,081	Direct
Common Stock	Stock Option (right to buy)	$5.50	2031-02-02	12,859	12,859	Direct
Common Stock	Stock Option (right to buy)	$5.50	2031-03-18	11,889	11,889	Direct
Common Stock	Stock Option (right to buy)	$5.50	2031-04-12	13,509	13,509	Direct
Common Stock	Stock Option (right to buy)	$5.50	2031-08-11	17,000	17,000	Direct
Common Stock	Stock Option (right to buy)	$5.50	2031-08-11	20,000	20,000	Direct
Common Stock	Stock Option (right to buy)	$5.50	2031-10-27	6,569	6,569	Direct
Common Stock	Stock Option (Right to Buy)	$5.50	2032-05-17	250,000	250,000	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2027-05-17	21,500	21,500	Direct
2027-09-19	8,220	8,220	Direct
2028-08-13	3,769	3,769	Direct
2028-10-17	14,675	14,675	Direct
2029-08-12	50,000	50,000	Direct
2029-08-12	4,985	4,985	Direct
2030-08-12	20,000	20,000	Direct
2030-08-12	17,281	17,281	Direct
2030-12-28	11,081	11,081	Direct
2031-02-02	12,859	12,859	Direct
2031-03-18	11,889	11,889	Direct
2031-04-12	13,509	13,509	Direct
2031-08-11	17,000	17,000	Direct
2031-08-11	20,000	20,000	Direct
2031-10-27	6,569	6,569	Direct
2032-05-17	250,000	250,000	Direct

Footnotes

Acquired pursuant to a securities purchase agreement entered into with the Company on May 15, 2022.
Fully vested.
12,500 shares vest on 8/12/20; the remaining 37,500 shares vest 1/36th per month thereafter.
5,000 shares vest on 8/12/21; the remaining 15,000 shares vest 1/36th per month thereafter.
2,770 shares vest on 12/29/21; the remaining 8,311 shares vest 1/36th per month thereafter.
3,214 shares vest on 2/2/22; the remaining 9,645 shares vest 1/36th per month thereafter.
2,972 shares vest on 3/18/22; the remaining 8,917 shares vest 1/36th per month thereafter.
3,377 shares vest on 4/12/22; the remaining 10,132 shares vest 1/36th per month thereafter.
5,000 shares vest on 8/11/22; the remaining 15,000 shares vest 1/36th per month thereafter.
1,642 shares vest on 10/27/22; the remaining 4,927 shares vest 1/36th per month thereafter.
These shares vest in equal amounts over fourteen (14) months, beginning June 1, 2022.
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.
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.
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.