Statement of Changes in Beneficial Ownership (4)
13 Dezembro 2022 - 6:48PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Sullivan Brian F. |
2. Issuer Name and Ticker or Trading Symbol
Celcuity Inc.
[
CELC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
16305 36TH AVENUE NORTH, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/9/2022 |
(Street)
MINNEAPOLIS, MN 55446
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/9/2022 | | P(1) | | 260869 (1) | A | $5.75 | 3016643 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (right to buy) | $8.4000 | | | | | | | (2) | 5/17/2027 | Common Stock | 21500 | | 21500 | D | |
Stock Option (right to buy) | $5.50 | | | | | | | (2) | 9/19/2027 | Common Stock | 8220 | | 8220 | D | |
Stock Option (right to buy) | $5.50 | | | | | | | (2) | 8/13/2028 | Common Stock | 3769 | | 3769 | D | |
Stock Option (right to buy) | $5.50 | | | | | | | (2) | 10/17/2028 | Common Stock | 14675 | | 14675 | D | |
Stock Option (right to buy) | $5.50 | | | | | | | (3) | 8/12/2029 | Common Stock | 50000 | | 50000 | D | |
Stock Option (right to buy) | $5.50 | | | | | | | (2) | 8/12/2029 | Common Stock | 4985 | | 4985 | D | |
Stock Option (right to buy) | $5.9000 | | | | | | | (4) | 8/12/2030 | Common Stock | 20000 | | 20000 | D | |
Stock Option (right to buy) | $5.9000 | | | | | | | (2) | 8/12/2030 | Common Stock | 17281 | | 17281 | D | |
Stock Option (right to buy) | $5.50 | | | | | | | (5) | 12/28/2030 | Common Stock | 11081 | | 11081 | D | |
Stock Option (right to buy) | $5.50 | | | | | | | (6) | 2/2/2031 | Common Stock | 12859 | | 12859 | D | |
Stock Option (right to buy) | $5.50 | | | | | | | (7) | 3/18/2031 | Common Stock | 11889 | | 11889 | D | |
Stock Option (right to buy) | $5.50 | | | | | | | (8) | 4/12/2031 | Common Stock | 13509 | | 13509 | D | |
Stock Option (right to buy) | $5.50 | | | | | | | (2) | 8/11/2031 | Common Stock | 17000 | | 17000 | D | |
Stock Option (right to buy) | $5.50 | | | | | | | (9) | 8/11/2031 | Common Stock | 20000 | | 20000 | D | |
Stock Option (right to buy) | $5.50 | | | | | | | (10) | 10/27/2031 | Common Stock | 6569 | | 6569 | D | |
Stock Option (Right to Buy) | $5.50 | | | | | | | (11) | 5/17/2032 | Common Stock | 250000 | | 250000 | D | |
Warrants (right to buy) | $80.5000 | 12/9/2022 | | D (12) | | | 10434 | (12) | (12) | Series A Preferred Stock | 10434 | $0 | 0 | D | |
Warrants (right to buy) | $8.05 | 12/9/2022 | | A (13) | | 104340 | | (13) | 12/9/2027 | Common Stock | 104340 | $0 | 104340 | D | |
Common Stock (right to buy) | $5.7500 | 12/9/2022 | | D (14) | | | 260869 | (14) | (14) | Common Stock | 260869 | $0 | 0 | D | |
Explanation of Responses: |
(1) | Acquired pursuant to a securities purchase agreement entered into with the Company on May 15, 2022. |
(2) | Fully vested. |
(3) | 12,500 shares vest on 8/12/20; the remaining 37,500 shares vest 1/36th per month thereafter. |
(4) | 5,000 shares vest on 8/12/21; the remaining 15,000 shares vest 1/36th per month thereafter. |
(5) | 2,770 shares vest on 12/29/21; the remaining 8,311 shares vest 1/36th per month thereafter. |
(6) | 3,214 shares vest on 2/2/22; the remaining 9,645 shares vest 1/36th per month thereafter. |
(7) | 2,972 shares vest on 3/18/22; the remaining 8,917 shares vest 1/36th per month thereafter. |
(8) | 3,377 shares vest on 4/12/22; the remaining 10,132 shares vest 1/36th per month thereafter. |
(9) | 5,000 shares vest on 8/11/22; the remaining 15,000 shares vest 1/36th per month thereafter. |
(10) | 1,642 shares vest on 10/27/22; the remaining 4,927 shares vest 1/36th per month thereafter. |
(11) | These shares vest in equal amounts over fourteen (14) months, beginning June 1, 2022. |
(12) | To comply with the technical reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, the security was initially reported as the right to acquire warrants to purchase 10,434 shares of Series A Preferred Stock at a price per share of $80.50 pursuant to a securities purchase agreement entered into with the Company on May 15, 2022. The Series A Preferred Stock underlying such securities was convertible into 104,340 shares of common stock. The transactions contemplated by the securities purchase agreement closed on the reported Transaction Date. |
(13) | Acquired pursuant to a securities purchase agreement entered into with the Company on May 15, 2022. The issued warrants on the transaction date provide the right to purchase 104,340 shares of common stock at a price per share of $8.05 instead of 10,434 shares of Series A Preferred Stock at a price per share of $80.50 as noted in Note 11 above due the occurrence of a specified event provided in the securities purchase agreement. |
(14) | To comply with the technical reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, the security was initially reported as the right to acquire shares of common stock pursuant to a securities purchase agreement entered into with the Company on May 15, 2022. The transactions contemplated by the securities purchase agreement closed on the reported Transaction Date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sullivan Brian F. 16305 36TH AVENUE NORTH SUITE 100 MINNEAPOLIS, MN 55446 | X | X | Chief Executive Officer |
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Signatures
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/s/ Eric O. Madson as Attorney-in-Fact for Brian F. Sullivan pursuant to Power of Attorney previously filed. | | 12/13/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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