aibioCelcuity completes $575,000,000 convertible notes offering, repays Oxford and Innovatus loan
Tickers CELC
Celcuity issued $575,000,000 of 0.250% convertible senior notes due 2032 on June 8, 2026, with net proceeds of approximately $557.0 million. It repaid its loan agreement in full the same day.
Key facts
- Company
- Celcuity Inc. (NASDAQ: CELC)
- News type
- Debt Financing
- Primary source
- Celcuity Inc. Form 8-K filed June 8, 2026 (SEC EDGAR)
Celcuity Inc. completed the issuance of $575,000,000 aggregate principal amount of 0.250% convertible senior notes due 2032 on June 8, 2026. The company says net proceeds, after underwriting discounts and offering expenses, were approximately $557.0 million. It intends to use the money to repay its term loan in full and for working capital and general corporate purposes. The terms are in a Form 8-K filed June 8, 2026.
The offering
On June 3, 2026, Celcuity signed an underwriting agreement with Jefferies LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Guggenheim Securities, LLC, as representatives of the several underwriters. It agreed to issue and sell $500,000,000 of the notes in a public offering. It also granted the underwriters an option to buy up to $75,000,000 more notes to cover over-allotments. On June 4, 2026, the underwriters exercised that option in full, bringing the total to $575,000,000.
The June 3 launch press release had described a proposed offering of $400,000,000. The offering was priced at $500,000,000. The notes were sold under a shelf registration statement on Form S-3 (File No. 333-292646) and a prospectus supplement dated June 3, 2026.
Terms of the notes
The notes are general, unsecured, senior obligations. They bear interest at 0.250% per year, paid semi-annually on February 1 and August 1, starting February 1, 2027, and mature on August 1, 2032 unless repurchased, redeemed or converted earlier. U.S. Bank Trust Company, National Association is trustee under an indenture dated as of August 1, 2025, supplemented as of June 8, 2026.
Holders can convert the notes when certain conditions are met. The initial conversion rate is 8.0302 shares of common stock per $1,000 principal amount, equal to an initial conversion price of approximately $124.53 per share. Celcuity can settle conversions in cash, shares or a mix, at its election. It can redeem the notes on or after August 6, 2029 if its stock price exceeds 130% of the conversion price on at least 20 trading days, whether or not consecutive, during 30 consecutive trading days before it sends a redemption notice. Noteholders can require repurchase if a fundamental change occurs. The events of default include certain defaults on borrowed money of at least $60,000,000.
Loan repayment
On June 8, 2026, Celcuity completed a voluntary prepayment of all outstanding principal, accrued and unpaid interest, fees, costs and expenses, a payoff amount the 8-K shows in brackets as approximately $137.5 million, under its Amended and Restated Loan and Security Agreement dated as of May 30, 2024. The lenders were Oxford Finance LLC, as collateral agent and a lender, and Innovatus Life Sciences Lending Fund I, LP, along with other lenders. The agreement was then terminated.
That agreement provided term loans with maximum commitments of up to $350 million. The company had borrowed $100 million as of May 30, 2024 and borrowed an additional $30 million on September 9, 2025. The loans carried a floating rate of the greater of the Prime Rate and 7.75%, plus 2.85%, and were due November 1, 2029.
About the company
In its annual report filed March 26, 2026, Celcuity describes itself as a clinical-stage biotechnology company developing targeted therapies for solid tumors. Its lead candidate is gedatolisib, evaluated in the Phase 3 VIKTORIA-1 and VIKTORIA-2 trials in HR+/HER2- advanced breast cancer. Brian F. Sullivan signed that report as Chairman and Chief Executive Officer, and Vicky Hahne as Chief Financial Officer.
The 8-K says the general corporate purposes may include clinical trial, commercial launch and research and development expenditures. The company may also use part of the proceeds for acquisitions of businesses, technologies or products, though it says it has no current binding understandings, commitments or agreements to do so.