Amended Current Report Filing (8-k/a)
09 Novembro 2022 - 07:16PM
Edgar (US Regulatory)
0001603454 true 0001603454 2022-11-09
2022-11-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported):
November 9, 2022
Celcuity Inc.
(Exact
name of Registrant as Specified in its Charter)
|
Delaware |
|
001-38207 |
|
82-2863566 |
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
16305 36th Avenue North; Suite 100
Minneapolis,
Minnesota
55446
(Address
of Principal Executive Offices and Zip Code)
(763)
392-0767
(Registrant’s
telephone number, including area code)
Not Applicable
(Former
Name or Former Address, if Changed Since Last
Report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
|
Common Stock, $0.001 par value per share |
|
CELC |
|
The Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§ 240.12b-2 of this chapter).
Emerging
growth company
☒
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
Explanatory
Note
This
Amendment No. 1 to Current Report on Form 8-K (this “Form 8-K/A”)
amends the Current Report on Form 8-K of Celcuity Inc. (the
“Company”) filed with the Securities and Exchange Commission (the
“SEC”) on September 14, 2022,
which reported the election of Polly A. Murphy as an independent
director to the Company’s Board of Directors (the “Original Form
8-K”). Pursuant to Instruction 2 to Item 5.02 of Form 8-K, this
Form 8-K/A is being filed solely to provide information called for
in Item 5.02(d)(3) of Form 8-K that had not been determined at the
time of filing of the Original Form 8-K.
|
Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On
November 9, 2022, the Board of Directors (the “Board”) of the
Company appointed Polly A. Murphy to its Audit Committee and its
Compensation Committee, such appointments effective immediately.
The Board affirmatively determined that Dr. Murphy meets all
applicable requirements to serve on each such committee, including
without limitation Nasdaq Listing Standards and the rules and
regulations under the Securities Exchange Act of 1934, as
amended.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
November 9, 2022
| |
CELCUITY
INC. |
| |
|
|
|
By |
/s/
Brian F. Sullivan |
| |
|
Brian
F. Sullivan |
| |
|
Chief
Executive Officer |
Celcuity (NASDAQ:CELC)
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