UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-38207

CELCUITY INC.

(Exact name of registrant as specified in its charter)

Delaware		No. 82-2863566
(State of incorporation)		(IRS Employer Identification No.)

16305 36th Avenue North, Suite 100

Minneapolis, Minnesota 55446

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (763) 392-0767

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		CELC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

On November 6, 2025 there were 46,271,259 shares of the registrant’s common stock, $0.001 par value per share, outstanding.

Celcuity Inc.

Table of Contents

	PAGE
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (unaudited)	3
Condensed Balance Sheets as of September 30, 2025 and December 31, 2024	3
Condensed Statements of Operations for the three months and nine months ended September 30, 2025 and 2024	4
Condensed Statements of Stockholders’ Equity for the three months and nine months ended September 30, 2025	5
Condensed Statements of Stockholders’ Equity for the three months and nine months ended September 30, 2024	6
Condensed Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	7
Notes to Unaudited Condensed Financial Statements	8
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk	38
ITEM 4. Controls and Procedures	38
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings	39
ITEM 1A. Risk Factors	39
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	42
ITEM 3. Defaults Upon Senior Securities	42
ITEM 4. Mine Safety Disclosures	42
ITEM 5. Other Information	42
ITEM 6. Exhibits	43
Signatures	44

As used in this report, the terms “we,” “us,” “our,” “Celcuity,” and the “Company” mean Celcuity Inc., unless the context indicates another meaning.

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

Celcuity Inc.

Condensed Balance Sheets

(in thousands, except share and par value amounts)

	September 30, 2025			December 31, 2024
	(unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	74,252		$	22,515
Investments		380,726			212,589
Other current assets		20,519			9,467
Total current assets		475,497			244,571
Property and equipment, net		417			336
Operating lease right-of-use assets		90			216
Total Assets	$	476,004		$	245,123
Liabilities and Stockholders’ Equity:
Current Liabilities:
Accounts payable	$	11,418		$	9,366
Operating lease liabilities		96			172
Accrued expenses		27,278			22,185
Total current liabilities		38,792			31,723
Operating lease liabilities		-			54
Note payable, non-current		125,166			97,727
Convertible debt		195,083			-
Total Liabilities		359,041			129,504
Commitments and Contingencies (Note 5)		-			-
Stockholders’ Equity:
Preferred stock, $0.001 par value: 2,500,000 shares authorized; 188,838 and 317,577 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.		-			-
Common stock, $0.001 par value: 95,000,000 shares authorized; 43,274,548 and 37,143,242 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.		43			37
Additional paid-in capital		514,844			387,437
Accumulated deficit		(397,924	)		(271,855	)
Total Stockholders’ Equity		116,963			115,619
Total Liabilities and Stockholders’ Equity	$	476,004		$	245,123

See accompanying notes to the condensed financial statements.

Celcuity Inc.

Condensed Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)

	2025			2024			2025			2024
	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024

Operating expenses:

Research and development	$	34,915		$	27,588		$	107,364		$	70,732
General and administrative		7,934			2,472			15,627			6,105
Total operating expenses		42,849			30,060			122,991			76,837
Loss from operations		(42,849	)		(30,060	)		(122,991	)		(76,837	)

Other (expense) income
Interest expense		(4,595	)		(3,344	)		(10,982	)		(7,005	)
Interest income		3,640			3,612			7,904			8,716
Other (expense) income, net		(955	)		268			(3,078	)		1,711
Net loss before income taxes		(43,804	)		(29,792	)		(126,069	)		(75,126	)
Income tax benefits		-			-			-			-
Net loss	$	(43,804	)	$	(29,792	)	$	(126,069	)	$	(75,126	)

Net loss per share, basic and diluted	$	(0.92	)	$	(0.70	)	$	(2.81	)	$	(1.96	)

Weighted average common shares outstanding, basic and diluted		47,589,731			42,793,047			44,785,236			38,299,548

See accompanying notes to the condensed financial statements.

Celcuity Inc.

Condensed Statements of Changes in Stockholders’ Equity

Three and Nine Months Ended September 30, 2025

(in thousands, except share amounts)

	Shares		Amount		Shares			Amount		Capital			Deficit			Total
	Common Stock				Preferred Stock					Additional Paid-In			Accumulated
	Shares		Amount		Shares			Amount		Capital			Deficit			Total
Balance at December 31, 2024		37,143,242	$	37		317,577		$	-	$	387,437		$	(271,855	)	$	115,619
Stock-based compensation		-		-		-			-		2,444			-			2,444
Stock-based compensation, shares		-		-		-			-		-			-			-
Exercise of common stock warrants		695,650		1		-			-		5,599			-			5,600
Exercise of common stock options, net of shares withheld for exercise price		500		-		-			-		2			-			2
Net loss		-		-		-			-		-			(36,997	)		(36,997	)
Balance at March 31, 2025 (unaudited)		37,839,392		38		317,577			-		395,482			(308,852	)		86,668
Stock-based compensation		1,029		-					-		2,704			-			2,704
Employee stock purchases		26,966		-					-		253			-			253
Conversion of preferred stock to common stock		1,044,260		1		(104,426	)		-		(1	)		-			-
Exercise of common stock options, net of shares withheld for exercise price		2,561		-		-			-		18			-			18
Net loss		-		-		-			-		-			(45,268	)		(45,268	)
Balance at June 30, 2025 (unaudited)		38,914,208		39		213,151			-		398,456			(354,120	)		44,375
Stock-based compensation		-		-		-			-		6,779			-			6,779
Issuance of common stock upon close of equity offering, net of underwriting discounts and offering costs		2,172,368		2		-			-		91,550			-			91,552
Exercise of common stock warrants, net of shares withheld for exercise price		1,654,809		2		-			-		12,868			-			12,870
Exercise of common stock options, net of shares withheld for exercise price		290,033		-		-			-		2,405			-			2,405
Issuance of common stock warrants in connection with note agreement		-		-		-			-		2,786			-			2,786
Conversion of preferred stock to common stock		243,130		-		(24,313	)		-		-			-			-
Net loss		-		-		-			-		-			(43,804	)		(43,804	)
Balance at September 30, 2025 (unaudited)		43,274,548	$	43		188,838		$	-	$	514,844		$	(397,924	)	$	116,963

See accompanying notes to the condensed financial statements.

Celcuity Inc.

Condensed Statements of Changes in Stockholders’ Equity

Three and Nine Months Ended September 30, 2024

(in thousands, except share amounts)

	Common Stock				Preferred Stock						Additional Paid-In			Accumulated
	Shares		Amount		Shares			Amount			Capital			Deficit			Total
Balance at December 31, 2023		25,506,012	$	26		854,134		$	1		$	299,819		$	(160,076	)	$	139,770
Stock-based compensation		-		-		-			-			1,331			-			1,331
Exercise of common stock warrants, net of shares withheld for exercise price		1,742,763		2		-			-			14,007			-			14,009
Exercise of common stock options, net of shares withheld for exercise price		36,550		-		-			-			239			-			239
Conversion of preferred to common stock		3,488,570		3		(348,857	)					(3	)		-			-
Net loss		-		-		-			-			-			(21,612	)		(21,612	)
Balance at March 31, 2024 (unaudited)		30,773,895	$	31		505,277		$	1		$	315,393		$	(181,688	)	$	133,737

Stock-based compensation		1,429		-		-			-			1,411			-			1,411
Employee stock purchases		20,426		-		-			-			131			-			131
Conversion of preferred stock to common stock		1,877,000		2		(187,700	)		(1	)		(1	)		-			-
Exercise of common stock warrants, net of shares withheld for exercise price		19,390		-		-			-			173			-			173
Exercise of common stock options, net of shares withheld for exercise price		16,197		-		-			-			96			-			96
Issuance of common stock in an ATM offering		435,414		-		-			-			7,642			-			7,642
Issuance costs associated with an ATM offering		-		-		-			-			(264	)		-			(264	)
Issuance of common stock upon closing of follow-on offering, net of underwriting discounts and offering costs		3,871,000		4		-			-			56,248			-			56,252
Issuance of common stock warrants, note payable		-		-		-			-			1,229			-			1,229
Net loss		-		-		-			-			-			(23,722	)		(23,722	)
Balance at June 30, 2024 (unaudited)		37,014,751	$	37		317,577		$	-		$	382,058		$	(205,410	)	$	176,685
Balance		37,014,751	$	37		317,577		$	-		$	382,058		$	(205,410	)	$	176,685
Stock-based compensation		-		-		-			-			1,931			-			1,931
Exercise of common stock warrants, net of shares withheld for exercise price		65,204		-		-			-			554			-			554
Exercise of common stock options, net of shares withheld for exercise price		36,312		-		-			-			331			-			331
Net loss		-		-		-			-			-			(29,792	)		(29,792	)
Balance at September 30, 2024 (unaudited)		37,116,267	$	37		317,577		$	-		$	384,874		$	(235,202	)	$	149,709
Balance		37,116,267	$	37		317,577		$	-		$	384,874		$	(235,202	)	$	149,709

See accompanying notes to the condensed financial statements.

Celcuity Inc.

Condensed Statements of Cash Flows

(in thousands)

(unaudited)

	2025			2024
	Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(126,069	)	$	(75,126	)
Adjustments to reconcile net loss to net cash and cash equivalents used in operations:
Depreciation		118			95
Stock-based compensation		11,927			4,673
Amortization of debt issuance costs and discount		1,866			780
Payment-in-Kind interest		773			1,111
Non-cash operating lease expense, net		(5	)		-
Change in accrued interest income		(840	)		(1,113	)
Changes in operating assets and liabilities:
Other current assets		(10,700	)		1,741
Accounts payable		1,785			4,094
Accrued expenses		4,264			8,048
Net cash used in operating activities		(116,881	)		(55,697	)

Cash flows from investing activities:
Proceeds from maturities of investments		229,045			415,135
Purchases of investments		(396,342	)		(515,558	)
Purchases of property and equipment		(196	)		(205	)
Net cash used in investing activities		(167,493	)		(100,628	)

Cash flows from financing activities:
Proceeds from exercise of common stock warrants		18,470			14,736
Proceeds from exercise of employee stock options		2,384			666
Proceeds from employee stock purchases		253			131
Proceeds from equity offering, net of underwriting discounts and offering costs		91,823			56,252
Proceeds from convertible note payable, net of debt issuance cost and discount of $5,774		195,476			-
Proceeds from note payable, net of debt issuance costs and discount of $2,248 and $2,438 in 2025 and 2024, respectively		27,752			59,226
Proceeds from an ATM offering, net of issuance costs		-			7,356
Payments for secondary registration statement costs		(47	)		(102	)
Net cash provided by financing activities		336,111			138,265
Net change in cash and cash equivalents		51,737			(18,060	)
Cash and cash equivalents:
Beginning of period		22,515			30,663
End of period	$	74,252		$	12,603

Supplemental disclosure of cash flow information:
Interest paid	$	7,421		$	5,114
Supplemental disclosures of non-cash investing and financing activities:
Change in accounts payable attributed to offering and registration statement costs	$	34		$	45
Change in accounts payable attributed to property and equipment	$	3		$	14
Common stock warrants issued with note payable transaction	$	2,786		$	1,229
Offering costs accrued but unpaid at the end of the period	$	273		$	-

See accompanying notes to the condensed financial statements.

CELCUITY INC.

FORM 10-Q

(For the Three and Nine Months Ended September 30, 2025 and 2024)

1. Organization

Nature of Business

Celcuity Inc., a Delaware corporation (the “Company”), is a clinical-stage biotechnology company focused on the development of targeted therapies for the treatment of multiple solid tumor indications. The Company’s lead therapeutic candidate is gedatolisib, a kinase inhibitor of the phosphatidylinositol 3-kinase (“PI3K”), serine/threonine-protein kinase protein kinase B (“AKT”), mechanistic target of rapamycin (“mTOR”) pathway that binds to all Class I PI3K isoforms and the mTOR complexes, mTORC1 and mTORC2. By targeting all Class I PI3K isoforms and mTORC1/2, gedatolisib induces comprehensive inhibition of the PI3K/AKT/mTOR (“PAM”) pathway. Gedatolisib’s mechanism of action and pharmacokinetic properties are differentiated from other currently approved and investigational therapies that target PI3Kα, AKT, or mTORC1 alone or together. A Phase 3 clinical trial, VIKTORIA-1, evaluating gedatolisib in combination with fulvestrant with or without palbociclib in patients with hormone receptor-positive (HR+), human epidermal growth factor receptor 2-negative (HER2-) (“HR+/HER2-”) advanced breast cancer has completed enrollment of and reported detailed results for cohort 1, patients with PIK3CA wild-type (“WT”) tumors, and has completed enrollment of cohort 2, patients with PIK3CA mutant-type (“MT”) tumors. Our Phase 3 clinical trial, VIKTORIA-2, evaluating gedatolisib in combination with a cyclin-dependent kinase (“CDK”) 4/6 inhibitor and fulvestrant as first-line treatment for patients with endocrine treatment resistant HR+/HER2- advanced breast cancer is currently enrolling patients. The first patient was dosed in July of 2025. A Phase 1b/2 clinical trial, CELC-G-201, evaluating gedatolisib in combination with darolutamide in patients with metastatic castration resistant prostate cancer, is ongoing. The Company was co-founded in 2012 by Brian F. Sullivan and Dr. Lance G. Laing and is based in Minnesota. The Company has not generated any revenue to date.

2. Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Basis of Presentation

The accompanying unaudited condensed financial statements include the accounts of the Company and have been prepared in accordance with Article 10 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, as permitted by Article 10, the unaudited condensed financial statements do not include all of the information required by accounting principles generally accepted in the United States (“U.S. GAAP”). The balance sheet at December 31, 2024 was derived from the audited financial statements at that date and does not include all the disclosures required by U.S. GAAP. In the opinion of management, all adjustments which are of a normal recurring nature and necessary for a fair presentation have been reflected in the financial statements. These unaudited condensed financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2024 and the related footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected during the remainder of the current year or for any other future period.

Accounting Estimates

Management uses estimates and assumptions in preparing these unaudited condensed financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses. Actual results could differ from those estimates and the difference could be material. Significant items subject to such estimates and assumptions include the valuation of stock-based compensation and prepaid or accrued clinical trial costs.

Risks and Uncertainties

The Company is subject to risks common to companies in the development stage including, but not limited to, the clinical and commercial success of its initial drug product, gedatolisib, the regulatory approval of gedatolisib, the need for substantial additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians and consumers, and significant competition.

CELCUITY INC.

FORM 10-Q

(For the Three and Nine Months Ended September 30, 2025 and 2024)

Clinical Trial Costs

The Company relies on third parties to conduct certain aspects of clinical studies and to formulate and manufacture our drug product. While there are alternative vendors that can perform these functions, any disruption or delay by the Company’s current third parties in carrying out their contractual duties could delay our clinical trials and/or the commercial launch of our initial drug product, gedatolisib, if approved by the U.S. Food and Drug Administration (“FDA”). The Company records prepaid assets or accrued expenses for prepaid or estimated clinical trial costs conducted by third-party service providers, which includes the conduct of preclinical studies and clinical trials. These costs can be a significant component of the Company’s research and development expenses. The Company primarily relies on a compilation of progress reports from third-party service providers, including the respective invoicing, to record actual expenses, along with determining changes to prepaid assets and accrued liabilities. To date, the Company believes utilization of third-party reports most accurately reflects expenses incurred. With the ongoing VIKTORIA-1 and VIKTORIA-2 Phase 3 clinical trials, and the CELC-G-201 Phase 1b/2 clinical trial, the Company’s estimated expenses in future periods and actual services performed may vary from these estimates, and these estimates may become more significant. Changes in these estimates that result in material changes to the Company’s prepaid assets or accrued expenses could materially affect the Company’s results of operations and financial position.

3. Net Loss Per Common Share

Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding during the period. For all periods presented, the common shares underlying the preferred stock, options, warrants, convertible notes, and restricted stock have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average shares outstanding used to calculate both basic and diluted loss per common share are the same.

The following potential common shares were not considered in the computation of diluted net loss per share as their effect would have been anti-dilutive for the three and nine-month periods presented below:

	2025		2024
	September 30,
	2025		2024
Preferred stock on an as-if-converted to common stock		1,888,380		3,175,770
Options to purchase common stock		5,696,327		4,212,102
Warrants to purchase common stock		3,206,822		5,521,152
Convertible notes to common stock		5,296,053		-
Restricted common stock		1,029		1,079
Total		16,088,611		12,910,103

The maximum number of shares issuable upon conversion of the Notes is 5,296,053 shares of common stock. However, based on the Company’s current stock price, management does not expect the maximum number of shares to be issued. Due to the recent increase in the Company’s stock price, the Conversion Price is currently above the minimum threshold, which would result in the issuance of approximately 3,923,002 shares if the Notes were converted in full as of September 30, 2025.

Pre-funded warrant shares of 6,147,787 are included in the computation of basic and diluted net loss per share for each of the three and nine months ended September 30, 2025 and 2024, as the pre-funded warrants are exercisable for nominal consideration.

CELCUITY INC.

FORM 10-Q

(For the Three and Nine Months Ended September 30, 2025 and 2024)

4. Investments

Debt securities for which the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity and reported at historical cost adjusted for amortization of premiums and accretion of discounts. Expected credit losses, if any, are recorded through the establishment of an allowance for credit losses. All of the Company’s held-to-maturity investment securities are U.S. Treasury and agency securities that are guaranteed or otherwise supported by the United States government and have no history of credit losses. Accordingly, the Company does not expect to incur any credit losses on held-to-maturity investment securities and has no allowance for credit losses recorded for these securities.

The following tables summarize the Company’s held-to-maturity investment securities at amortized cost as of September 30, 2025 and December 31, 2024:

Schedule of Investment

(in thousands)	Amortized Cost, as Adjusted		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Estimated Fair Value
	September 30, 2025
(in thousands)	Amortized Cost, as Adjusted		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Estimated Fair Value

U.S. Treasury Bills	$	380,726	$	-	$	(56	)	$	380,670
Total	$	380,726	$	-	$	(56	)	$	380,670

(in thousands)	Amortized Cost, as Adjusted		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
	December 31, 2024
(in thousands)	Amortized Cost, as Adjusted		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value

U.S. Treasury Bills	$	212,589	$	82	$	-	$	212,671
Total	$	212,589	$	82	$	-	$	212,671

The fair value of the Company’s held-to-maturity debt securities is determined based upon inputs, other than the quoted prices in active markets, that are observable either directly or indirectly and are classified as Level 2 fair value instruments.

5. Commitments

Operating and Finance Leases

The Company leases its corporate space in Minneapolis, Minnesota, with an operating lease in place through April 30, 2026. The lease provides for monthly rent, real estate taxes, and operating expenses. Rent expense is recorded on a straight-line basis over the lease term.

Clinical Research Studies

The Company enters into contracts in the normal course of business to conduct research and development programs internally and through third parties that include, among others, arrangements with vendors, consultants, contract manufacturing organizations, and contract research organizations. The Company has a license agreement in place with Pfizer Inc. (“Pfizer”) to research, develop, manufacture and commercialize gedatolisib. In conjunction with the license agreement, the Company completed a Phase 1b clinical trial, B2151009, related to gedatolisib. These patients subsequently transitioned to an Expanded Access study, CELC-G-001. Contracts related to the Expanded Access study are generally based on time and material. In addition, contracts related to the Company’s Phase 3 clinical studies (VIKTORIA-1 and VIKTORIA-2) and the Phase 1b/2 clinical trial (CELC-G-201) are generally cancelable with reasonable notice within 120 days and the Company’s obligations under these contracts are primarily based on services performed through termination dates plus certain cancelation charges, if any, as defined in each of the respective agreements. In addition, these agreements may, from time to time, be subject to amendments as a result of any change orders executed by the parties. As of September 30, 2025, the Company had three material non-cancelable contractual commitments with respect to these arrangements, which totaled approximately $3.3 million.

CELCUITY INC.

FORM 10-Q

(For the Three and Nine Months Ended September 30, 2025 and 2024)

6. Stockholders’ Equity

Capital Stock

July 2025 Equity Offering

On July 30, 2025, the Company entered into an underwriting agreement (the “Equity Underwriting Agreement”) with Jefferies LLC, TD Securities (USA) LLC, and Leerink Partners LLC as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”) agreeing, subject to customary conditions, to issue and sell in a public offering (i) 1,836,842 shares (the “Shares”) of the Company’s common stock, at a price to the public of $38.00 per Share and (ii) in lieu of Shares to certain investors, pre-funded warrants to purchase up to 400,000 shares of common stock (the “Pre-Funded Warrants”), at a price to the public of $37.999 per Pre-Funded Warrant, which represents the per share public offering price for the Shares less the $0.001 per share exercise price for each such Pre-Funded Warrant (the “Equity Offering”). In addition, pursuant to the Equity Underwriting Agreement, the Company granted the Underwriters an option to purchase up to an additional 335,526 shares of common stock (the “Option Shares”), less underwriting discounts and commissions. The Underwriters exercised their option to purchase the Option Shares in full on July 30, 2025. The Equity Offering was completed on July 31, 2025.

The net proceeds from the Equity Offering, after deducting underwriting discounts and commissions and offering expenses, were approximately $91.6 million, including the proceeds from the Underwriters’ exercise of their option in full to purchase the Option Shares. The Company may also receive nominal proceeds, if any, from the exercise of the Pre-Funded Warrants.

Each Pre-Funded Warrant is exercisable for one share of common stock at an exercise price of $0.001 per share, or alternatively, at the election of each holder, shares of common stock may be issued through a cashless exercise, with the net number of shares of common stock determined according to the formula set forth in each Pre-Funded Warrant. The Pre-Funded Warrants are exercisable at any time after the date of issuance until all of the Pre-Funded Warrants are exercised. A holder (together with its “attribution parties,” as defined in the Pre-Funded Warrant) may not exercise any portion of the Pre-Funded Warrants if immediately after exercise, the holder (together with its attribution parties), would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise. However, a holder may increase or decrease such percentage to any other percentage not in excess of 19.99%, which increase or decrease shall not become effective until 61 days after notice from the holder to the Company.

Warrants Exercised

In September 2025, an investor exercised 104,340 warrants at an exercise price of $8.05, which generated approximately $0.8 million in cash. The warrants were issued pursuant to a private placement that closed on December 9, 2022. Also in September 2025, the placement agent from private placements that closed in January and May 2016 exercised 7,917 warrants at an exercise price of $7.56, which generated approximately $0.1 million in cash.

In August 2025, investors exercised 200,000 warrants at an exercise price of $8.05, which generated approximately $1.6 million in cash. The warrants were issued pursuant to a private placement that closed on December 9, 2022. Also in August 2025, the underwriter of the Company’s initial public offering that closed on September 22, 2017 exercised its warrants on a cashless basis. As a result, the Company issued 55,592 shares of common stock upon the cashless exercise of 70,000 warrants.

In July 2025, an investor exercised 1,286,960 warrants at an exercise price of $8.05, which generated approximately $10.4 million in cash. The warrants were issued pursuant to a private placement that closed on December 9, 2022.

In March 2025, an investor exercised 695,650 warrants at an exercise price of $8.05, which generated approximately $5.6 million in cash. The warrants were issued pursuant to a private placement that closed on December 9, 2022.

CELCUITY INC.

FORM 10-Q

(For the Three and Nine Months Ended September 30, 2025 and 2024)

Preferred Stock Converted

In September 2025, 24,313 shares of preferred stock were converted into 243,130 shares of common stock.

In June 2025, 104,426 shares of preferred stock were converted into 1,044,260 shares of common stock

General

At September 30, 2025, the Company’s authorized capital stock consisted of 95,000,000 shares of common stock, of which 43,274,548 shares were outstanding, and 2,500,000 shares of preferred stock, including 1,850,000 shares designated as Series A Preferred Stock, of which 188,838 shares were outstanding. As of September 30, 2025, no dividends have been declared on the Company’s capital stock.

At December 31, 2024, the Company’s authorized capital stock consisted of 95,000,000 shares of common stock, of which 37,143,242 shares were outstanding, and 2,500,000 shares of preferred stock, including 1,850,000 shares designated as Series A Preferred Stock, of which 317,577 shares were outstanding.

7. Stock-Based Compensation

The Company recognized total stock-based compensation expense as follows for the three and nine months ended September 30, 2025 and 2024:

(in thousands)	2025		2024		2025		2024
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2025		2024		2025		2024
Stock-based compensation expense in operating expenses:
Research and development	$	2,057	$	1,190	$	5,285	$	3,001
General and administrative		4,722		741		6,642		1,672
Total	$	6,779	$	1,931	$	11,927	$	4,673
Stock-based compensation expense	$	6,779	$	1,931	$	11,927	$	4,673

2017 Plan

The Company initially reserved a maximum of 750,000 shares of common stock for issuance under the 2017 Amended and Restated Stock Incentive Plan (the “2017 Plan”). The number of shares reserved for issuance was automatically increased by 371,432 and 255,060 shares on January 1, 2025 and 2024, respectively, and will increase automatically on January 1 of each year through 2027 by the number of shares equal to 1.0% of the aggregate number of outstanding shares of Company common stock as of the immediately preceding December 31. However, the Company’s board may reduce the amount of the increase in any particular year.

At the Annual Meeting held on May 13, 2025, the stockholders approved a 3,000,000 share increase to the number of shares reserved for issuance under the 2017 Plan. The total remaining shares available for grant under the Company’s 2017 Plan as of September 30, 2025 was 2,864,444.

CELCUITY INC.

FORM 10-Q

(For the Three and Nine Months Ended September 30, 2025 and 2024)

Stock Options

The following table summarizes the activity for all stock options outstanding for the nine months ended September 30:

Schedule of Stock Options Activity

	2025					2024
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Options outstanding at beginning of year		4,306,977		$	10.42		2,815,392		$	7.95
Granted		1,927,598			30.56		1,557,479			16.37
Exercised		(293,309	)		8.31		(89,059	)		7.48
Forfeited and expired		(244,939	)		11.51		(71,710	)		9.95
Balance at September 30		5,696,327		$	17.30		4,212,102		$	11.04

Options exercisable at September 30:		2,480,759		$	9.53		1,891,297		$	7.11

Weighted Average Grant Date Fair Value for options granted during the period:				$	21.63				$	11.38

The following table summarizes additional information about stock options outstanding and exercisable at September 30, 2025. The stock-based compensation expense disclosed in the following paragraphs is shown in thousands.

Options Outstanding							Options Exercisable
Options Outstanding	Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Aggregate Intrinsic Value ($000)		Options Exercisable	Weighted Average Exercise Price		Aggregate Intrinsic Value ($000)
5,696,327		8.05	$	17.30		185,003	2,480,759	$	9.53		98,988

The Company recognized stock-based compensation expense for stock options of $6,452 and $1,844 for the three months ended September 30, 2025 and 2024, respectively, and $11,088 and $4,463 for the nine months ended September 30, 2025 and 2024, respectively. In January 2025, May 2022, December 2021 and May 2020, the Company modified previously granted stock option awards to certain employees. The total incremental compensation expense recognized as a result of the modifications was $48 and $42 for the three months ended September 30, 2025 and 2024, respectively, and $259 and $128 for the nine months ended September 30, 2025 and 2024, respectively. The effect of these modifications on stock-based compensation over the remaining service periods will be $298. During the three and nine months ended September 30, 2025, options in the amount of 290,248 and 293,309 shares were exercised, respectively, with an intrinsic value of $11,921 and $12,052, respectively. Included in the options exercised in the quarter, there were 950 options exercised in a cashless exercise whereby 215 shares were used to settle the exercise price and the remaining 735 shares were issued. During the three and nine months ended September 30, 2024, options in the amount of 36,312 and 89,059 were exercised, respectively, with an intrinsic value of $211 and $662, respectively.

The Black-Scholes option-pricing model was used to estimate the fair value of equity-based awards and the Monte Carlo simulation model was used for the performance-based awards, with the following weighted-average assumptions for the nine months ended September 30:

	2025			2024
Risk-free interest rate		3.64 to 4.65	%		3.48 to 4.71	%
Expected volatility		74.4 to 78.2	%		71.2 to 76.1	%
Expected life (years)		5.01 to 10.00			5.25 to 10.00
Expected dividend yield		0	%		0	%

CELCUITY INC.

FORM 10-Q

(For the Three and Nine Months Ended September 30, 2025 and 2024)

The inputs for the Black-Scholes valuation model and the Monte Carlo simulation model require management’s significant assumptions. Prior to the Company’s initial public offering, the price per share of common stock was determined by the Company’s board based on recent prices of common stock sold in private offerings. Subsequent to the initial public offering, the price per share of common stock is determined by using the closing market price on the Nasdaq Capital Market on the grant date. The risk-free interest rates are based on the rate for U.S. Treasury securities at the date of grant with maturity dates approximately equal to the expected life at the grant date. The expected life is based on the simplified method for the time-based awards and the life of the option for the performance-based awards, in accordance with SEC Staff Accounting Bulletin Nos. 107 and 110. The expected volatility is estimated based on historical volatility information of peer companies that are publicly available in combination with the Company’s calculated volatility since being publicly traded for the time-based awards. For the performance-based awards, the Company’s full historical volatility was used to value the options.

All assumptions used to calculate the grant date fair value of non-employee options are generally consistent with the assumptions used for options granted to employees. In the event the Company terminates any of its consulting agreements, the unvested options issued in connection with the agreements would also be cancelled.

Restricted Stock Awards

SEC Form 10-Q filed by Celcuity Inc.