Celcuity Inc
For the period ended Aug 28, 2024. Filed Aug 28, 2024.
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Aug 28, 2024 · Filed Aug 28, 2024
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Contents
Current Capitalization
Our Certificate of Incorporation currently authorizes the issuance of up to 67,500,000 shares of capital stock, including up to 65,000,000 shares of Common Stock and 2,500,000 shares of preferred stock, $0.001 par value per share, of which 1,850,000 shares have been designated as Series A Convertible Preferred Stock (the “Series A Preferred Stock”). As of August 9, 2024, 37,030,155 shares of our Common Stock were issued and outstanding; and 20,754,742 shares of Common Stock were reserved for issuance as described below:
| ● | 3,462,739 shares of Common Stock issuable upon exercise of outstanding options at a weighted average price of $9.77 per share; |
| ● | 3,175,770 shares of Common Stock issuable upon conversion of 317,577 shares of outstanding Series A Preferred Stock; |
| ● | 337,848 shares of Common Stock issuable upon conversion of $3,378,480 of outstanding principal under the Company’s previously disclosed Amended and Restated Loan and Security Agreement (the “A&R Loan Agreement”) at a conversion price of $10.00 per share; |
| ● | 5,590,048 shares of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $8.25 per share; |
| ● | 5,747,787 shares of Common Stock issuable upon exercise of outstanding pre-funded warrants with an exercise price of $0.001 per share; and |
| ● | 2,440,550 shares of Common Stock reserved for issuance under our Amended and Restated 2017 Stock Incentive Plan and our 2017 Employee Stock Purchase Plan. |
Shares available for future issuance under our Amended and Restated 2017 Stock Incentive Plan do not include any shares that may become available for issuance pursuant to provisions in this plan that provide for the re-issuance of shares that are cancelled or forfeited in accordance with such plan.
Neither the number of shares of Series A Preferred Stock or undesignated preferred stock authorized for issuance would be changed by the Authorized Share Increase.
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