Celcuity completes $201,250,000 offering of 2.750% convertible senior notes due 2031

Celcuity Inc. (Nasdaq: CELC) completed the issuance of $201,250,000 aggregate principal amount of 2.750% Convertible Senior Notes due 2031 on August 1, 2025. The company disclosed the deal in a Form 8-K filed August 1, 2025, which reports the terms agreed on July 30, 2025. Celcuity is a Delaware corporation based in Minneapolis, Minnesota.

The offering and the underwriters

Under an underwriting agreement dated July 30, 2025, Celcuity agreed, subject to customary conditions, to sell $175,000,000 of the notes to a group of underwriters. Jefferies LLC, TD Securities (USA) LLC and Leerink Partners LLC act as their representatives. The full underwriting agreement is filed as Exhibit 1.1 to the 8-K. The underwriters also had an option to buy up to an additional $26,250,000 of notes to cover over-allotments, and they exercised it the same day. That option is why the total is $201,250,000 rather than $175,000,000.

The notes were issued under a base indenture and a first supplemental indenture, both dated as of August 1, 2025, with U.S. Bank Trust Company, National Association as trustee. The notes are general, unsecured, senior obligations of the company.

The offering was not the only equity move. Substantially concurrently, the company agreed to issue up to 1,836,842 shares of common stock and pre-funded warrants for up to 400,000 shares, under a separate underwriting agreement and prospectus supplement. The filing says neither offering is contingent on the other. Celcuity is therefore raising convertible debt and common equity at about the same time.

Interest, conversion and redemption

The notes pay interest at 2.750% a year, semiannually on February 1 and August 1, beginning February 1, 2026. They mature on August 1, 2031, unless they are converted, redeemed or repurchased earlier.

Holders may convert at any time before the close of business on the scheduled trading day before maturity. The initial conversion rate is 19.4932 shares of common stock per $1,000 of principal, which equals an initial conversion price of about $51.30 per share. The underwriting agreement says the notes can be converted into cash, shares or a combination of both, at the company's election. The company therefore decides how much stock, if any, a conversion will deliver in shares.

Celcuity may redeem the notes on or after August 6, 2029, but only if the last reported sale price of its common stock exceeds 130% of the conversion price on at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days before it sends the redemption notice. If the stock stays below that level, the company cannot call the notes.

Defaults and the rest of the terms

The indenture sets out the defaults that govern the notes. It makes them immediately due if the company goes into bankruptcy, insolvency or reorganization. Other events of default include a default on borrowed money of at least $15,000,000 owed by the company or a significant subsidiary, and unpaid judgments of at least $15,000,000.

The program behind the raise

The 8-K does not describe the company's cash position or its clinical programs. Celcuity's annual report for 2024 describes a clinical-stage company whose revenue prospects depend on one drug, gedatolisib, an intravenous inhibitor of PI3K and mTOR that it licensed from Pfizer. The FDA granted it Breakthrough Therapy Designation in July 2022 for HR+/HER2- advanced breast cancer after progression on CDK4/6 therapy. The first patient in the Phase 3 VIKTORIA-1 trial was dosed in December 2022, and a second Phase 3 trial, VIKTORIA-2, is planned. The report warns that the Phase 3 data must show sufficient magnitude of benefit, even if statistically significant, and that termination of the Pfizer license would materially harm the business.

The next dated items are the first interest payment on February 1, 2026, and the earliest redemption date, August 6, 2029.

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