0001062993-22-023796.txt : 20221213
0001062993-22-023796.hdr.sgml : 20221213
20221213164742
ACCESSION NUMBER: 0001062993-22-023796
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221209
FILED AS OF DATE: 20221213
DATE AS OF CHANGE: 20221213
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sullivan Brian F.
CENTRAL INDEX KEY: 0000940454
STATE OF INCORPORATION: MN
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38207
FILM NUMBER: 221460216
MAIL ADDRESS:
STREET 1: 16305 36TH AVENUE N
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55446
FORMER NAME:
FORMER CONFORMED NAME: SULLIVAN BRIAN F
DATE OF NAME CHANGE: 19950307
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Celcuity Inc.
CENTRAL INDEX KEY: 0001603454
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 16305 36TH AVENUE N
STREET 2: SUITE 100
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55446
BUSINESS PHONE: 763-392-0767
MAIL ADDRESS:
STREET 1: 16305 36TH AVENUE N
STREET 2: SUITE 100
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55446
FORMER COMPANY:
FORMER CONFORMED NAME: Celcuity LLC
DATE OF NAME CHANGE: 20140324
4
1
form4.xml
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
X0306
4
2022-12-09
0001603454
Celcuity Inc.
CELC
0000940454
Sullivan Brian F.
16305 36TH AVENUE NORTH
SUITE 100
MINNEAPOLIS
MN
55446
1
1
1
0
Chief Executive Officer
Common Stock
2022-12-09
4
P
0
260869
5.75
A
3016643
D
Stock Option (right to buy)
8.4000
2027-05-17
Common Stock
21500
21500
D
Stock Option (right to buy)
5.50
2027-09-19
Common Stock
8220
8220
D
Stock Option (right to buy)
5.50
2028-08-13
Common Stock
3769
3769
D
Stock Option (right to buy)
5.50
2028-10-17
Common Stock
14675
14675
D
Stock Option (right to buy)
5.50
2029-08-12
Common Stock
50000
50000
D
Stock Option (right to buy)
5.50
2029-08-12
Common Stock
4985
4985
D
Stock Option (right to buy)
5.9000
2030-08-12
Common Stock
20000
20000
D
Stock Option (right to buy)
5.9000
2030-08-12
Common Stock
17281
17281
D
Stock Option (right to buy)
5.50
2030-12-28
Common Stock
11081
11081
D
Stock Option (right to buy)
5.50
2031-02-02
Common Stock
12859
12859
D
Stock Option (right to buy)
5.50
2031-03-18
Common Stock
11889
11889
D
Stock Option (right to buy)
5.50
2031-04-12
Common Stock
13509
13509
D
Stock Option (right to buy)
5.50
2031-08-11
Common Stock
17000
17000
D
Stock Option (right to buy)
5.50
2031-08-11
Common Stock
20000
20000
D
Stock Option (right to buy)
5.50
2031-10-27
Common Stock
6569
6569
D
Stock Option (Right to Buy)
5.50
2032-05-17
Common Stock
250000
250000
D
Warrants (right to buy)
80.5000
2022-12-09
4
D
0
10434
0
D
Series A Preferred Stock
10434
0
D
Warrants (right to buy)
8.05
2022-12-09
4
A
0
104340
0
A
2027-12-09
Common Stock
104340
104340
D
Common Stock (right to buy)
5.7500
2022-12-09
4
D
0
260869
0
D
Common Stock
260869
0
D
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.
/s/ Eric O. Madson as Attorney-in-Fact for Brian F. Sullivan pursuant to Power of Attorney previously filed.
2022-12-13