aibioCelcuity proposes $400,000,000 convertible notes, then prices $500,000,000 at 0.250%
Tickers CELC
The notes mature on August 1, 2032, carry an initial conversion price of approximately $124.53 a share, and will repay the Oxford Finance and Innovatus loan in full. The last reported sale price on June 2, 2026 was $91.42.
Key facts
- Company
- Celcuity Inc. (NASDAQ: CELC)
- News type
- Debt Financing
- Primary source
- Celcuity Inc. 424B5 (2026-06-03)
Celcuity Inc. (Nasdaq: CELC) announced on June 3, 2026 a proposed offering of $400,000,000 of convertible senior notes due 2032, and then priced a larger deal. The final prospectus supplement dated June 5, 2026 offers $500,000,000 aggregate principal amount of 0.250% convertible senior notes due 2032. Underwriting discounts and commissions are 3.00%, or $15,000,000, leaving proceeds before expenses of $485,000,000. The underwriters also have an option to buy up to an additional $75 million of notes to cover over-allotments. Interest accrues from June 8, 2026.
Who ran the deal
The supplement names Jefferies, J.P. Morgan, TD Cowen and Guggenheim Securities as joint book-running managers. LifeSci Capital is lead manager, and Craig-Hallum is among the co-managers. U.S. Bank Trust Company, National Association is the trustee and paying and conversion agent under a base indenture dated August 1, 2025, as supplemented for this issue.
The notes will pay interest semi-annually on February 1 and August 1, starting February 1, 2027, and they mature on August 1, 2032. The initial conversion rate is 8.0302 shares per $1,000 principal amount, an initial conversion price of approximately $124.53 a share. The last reported sale price on June 2, 2026 was $91.42, so the conversion price sits well above that closing price. Celcuity may not redeem the notes before August 6, 2029.
Repaying the Oxford and Innovatus loan
The company says it intends to use the net proceeds to repay in full all obligations under its amended and restated loan agreement with Innovatus Life Sciences Lending Fund I, LP, Oxford Finance LLC and the other lenders party to it. Oxford Finance LLC acts as collateral agent under that agreement. The supplement says the paydown includes a $2.6 million prepayment fee. The remainder would go to working capital and general corporate purposes, which the company says may include clinical trial, commercial launch and research and development spending.
Repaying the loan swaps secured term debt for convertible notes that can dilute holders if the stock rises above the conversion price. The supplement describes the use of the remainder as subject to broad discretion.
The company's finances
The 2025 figures show a net loss of $177.0 million, up from $111.8 million in 2024. Cash used in operations was $153.3 million in 2025, against $83.5 million the year before. Research and development expense was $145.0 million in 2025, up from $104.2 million. At the end of 2025 the company held $165.7 million of cash and cash equivalents and $275.8 million of short-term investments.
The prospectus gives cash and cash equivalents of $145,191 thousand as of March 31, 2026. On that date Celcuity had $339.1 million of total long-term indebtedness, $137.9 million of it secured term loans. After the notes and the loan paydown, the supplement says none of the debt would be secured. The indenture does not limit further debt.
The science and the regulatory date
On June 2, 2026 Celcuity announced detailed results from the PIK3CA mutant cohort of the Phase 3 VIKTORIA-1 trial. The company says the gedatolisib-triplet showed a statistically significant improvement in median progression-free survival over alpelisib plus fulvestrant (hazard ratio 0.50; 95% CI 0.37-0.68). Median progression-free survival for the gedatolisib-doublet was 11.3 months against 5.6 months for alpelisib plus fulvestrant (hazard ratio 0.51). The company reports a median of 11.1 months and a response rate of 48.9% for the triplet.
The safety numbers are less flattering. Grade 3 or higher neutropenia hit 58.8% of patients on the triplet, against 0% on the doublet and 0.7% on alpelisib plus fulvestrant. One Grade 5 treatment-related event, linked to palbociclib, occurred in the triplet group. The company calls overall survival immature.
The FDA accepted the New Drug Application for the wild-type population on January 16, 2026 with Priority Review and set a PDUFA goal date of July 17, 2026. The company anticipates potential approval in the third quarter of 2026, which is its expectation, not a decision.