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Celcuity Inc

For the period ended Jun 30, 2024. Filed Aug 14, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 14, 2024

CELC$66.79+4.3%Stored close · as of Nov 6, 2026
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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 June 30,2024

OR

☐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)

DelawareNo. 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareCELCThe 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 August 7, 2024 there were 37,028,733 shares of the registrant’s common stock, $0.001 par value per share, outstanding.

Table of Contents

PAGE
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (unaudited)3
Condensed Balance Sheets as of June 30, 2024 and December 31, 20233
Condensed Statements of Operations for the three months and six months ended June 30, 2024 and 20234
Condensed Statements of Stockholders’ Equity for the three months and six months ended June 30, 20245
Condensed Statements of Stockholders’ Equity for the three months and six months ended June 30, 20236
Condensed Statements of Cash Flows for the six months ended June 30, 2024 and 20237
Notes to Unaudited Condensed Financial Statements8
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations15
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk23
ITEM 4. Controls and Procedures23
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings24
ITEM 1A. Risk Factors24
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds24
ITEM 3. Defaults Upon Senior Securities24
ITEM 4. Mine Safety Disclosures24
ITEM 5. Other Information24
ITEM 6. Exhibits25
Signatures26

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

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.