aibioCelcuity prices upsized $500,000,000 convertible notes offering
Tickers CELC
Celcuity priced $500,000,000 of 0.250% convertible senior notes due 2032, upsized from $400,000,000, with a 30-day option for $75,000,000 more. The company plans to use the proceeds first to repay its Oxford Finance loan.
Key facts
- Company
- Celcuity Inc. (NASDAQ: CELC)
- News type
- Debt Financing
- Primary source
- Celcuity Inc. (2026-06-03)
The notes
Celcuity Inc. (Nasdaq: CELC) announced on June 3, 2026 the pricing of an upsized public offering of $500,000,000 of 0.250% convertible senior notes due 2032. It was increased from $400,000,000. The underwriters hold a 30-day option to purchase up to an additional $75,000,000 of notes, to cover over-allotments. The offering is expected to close on June 8, 2026, subject to customary conditions.
The notes are unsecured senior obligations. They pay interest semi-annually on February 1 and August 1, starting February 1, 2027, and mature on August 1, 2032 unless they are converted, redeemed or repurchased earlier. The company estimates net proceeds of about $484.3 million, or about $557.0 million if the option is exercised in full, after underwriting discounts and expenses.
Conversion and redemption
The initial conversion rate is 8.0302 shares of common stock per $1,000 of principal. That equals a conversion price of about $124.53 a share, a premium of about 40.0% above the last reported sale price on June 3, 2026. The company chooses whether to settle conversions in cash, stock or a combination.
The company may redeem the notes for cash on or after August 6, 2029, but only if the stock exceeds 130% of the conversion price over a set period. Calling a note for redemption counts as a make-whole fundamental change, which raises the conversion rate in certain cases. After a fundamental change, holders may require repurchase at principal plus accrued interest.
Proceeds and the Oxford loan
The company intends to use the net proceeds to repay in full all outstanding obligations under its amended and restated loan agreement with Oxford Finance, LLC, as collateral agent, and the lenders party to it. The remainder is for working capital and general purposes, which the company says may include clinical trial and commercial launch spending. It may also use some proceeds for acquisitions but has no binding agreements to do so.
The release does not give the amount outstanding under the Oxford loan, so the share of proceeds that will go to repayment is not shown.
The underwriters
Jefferies, J.P. Morgan, TD Cowen and Guggenheim Securities are joint book-running managers. LifeSci Capital is the lead manager. Craig-Hallum and the Wolfe | Nomura Alliance, which is the marketing name for Wolfe Research Securities and Nomura Securities International, Inc., are co-managers. The release says WR Securities, LLC and Nomura Securities International, Inc. are serving as underwriters. It names no placement agent and no legal counsel, and lists Jefferies LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC and Guggenheim Securities, LLC as prospectus contacts.
The pivotal program
Celcuity's lead candidate is gedatolisib, which targets all class I PI3K isoforms and mTORC1 and mTORC2. The annual report says its Phase 3 VIKTORIA-1 trial reported detailed results for the PIK3CA wild-type cohort in the third and fourth quarters of 2025, and that topline data for the mutant-type cohort were expected in the second quarter of 2026. The June 3 release says detailed results are now reported for both cohorts; the release does not contain the results themselves. The company completed its new drug application in November 2025, based on the wild-type cohort. The FDA accepted it with Priority Review and a target date of July 17, 2026, so the FDA decision is still ahead.
VIKTORIA-2, a Phase 3 trial of gedatolisib with a CDK4/6 inhibitor and fulvestrant, is ongoing, and its first patient was dosed in July 2025. The annual report says gedatolisib has Fast Track and Breakthrough Therapy designations for HR+/HER2- advanced breast cancer after CDK4/6 progression.
Losses and cash
The annual report, filed March 26, 2026, shows research and development expense of $145.0 million in 2025, up from $104.2 million in 2024. The net loss widened to $177.0 million from $111.8 million. Cash used in operations rose to $153.3 million from $83.5 million.
At the end of 2024 the company held $22.5 million in cash and cash equivalents and $212.6 million in short-term investments, and the annual report figures cited here give no later balance. Net proceeds of about $484.3 million compare with $153.3 million of cash used in operations in 2025, and part will go to repay the Oxford loan.