Attached files
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EX-5.1 - OPINION OF FREDRIKSON & BYRON, P.A. - Celcuity Inc. | celc_ex51.htm |
EX-1.1 - AT MARKET ISSUANCE SALES AGREEMENT - Celcuity Inc. | celc_ex11.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5,
2020
Celcuity Inc.
(Exact name of Registrant as Specified in its Charter)
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Delaware
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001-38207
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82-2863566
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
Stock, $0.001 par value per share
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CELC
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The
Nasdaq Stock Market LLC
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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. ☒
Item
1.01
Entry
Into a Material Definitive Agreement.
On June 5, 2020, Celcuity
Inc. (the “Company”), entered into an At Market
Issuance Sales Agreement (the “Sales
Agreement”) with B. Riley
FBR, Inc., as agent (“B. Riley
FBR”), pursuant to which
the Company may offer and sell, from time to time, through B. Riley
FBR, shares of the Company’s common stock, par value $0.001
per share (the “Common
Stock”), having an
aggregate offering price of up to $10,000,000 (the
“Shares”).
The offer and sale of the Shares will be made pursuant to a shelf
registration statement on Form S-3 and the related prospectus (File
No. 333-227466) filed by the Company with the Securities and
Exchange Commission (the “SEC”) on September 21, 2018 and declared
effective by the SEC on October 4, 2018, as supplemented by a
prospectus supplement dated June 5, 2020
and filed with the SEC pursuant to Rule 424(b) under the Securities
Act of 1933, as amended (the “Securities
Act”).
Pursuant to the Sales Agreement, the Company may sell the Shares
through B. Riley FBR, and B. Riley FBR may sell the shares by any
method permitted by law deemed to be an “at the market
offering” as defined in Rule 415 of the Securities Act,
including sales made by means of ordinary brokers’
transactions, including on The Nasdaq Capital Market, at market
prices or as otherwise agreed between the Company and B. Riley FBR.
B. Riley FBR will use commercially reasonable efforts consistent
with its normal trading and sales practices to sell the Shares from
time to time, based upon instructions from the Company, including
any price or size limits or other customary parameters or
conditions the Company may impose.
The Company is not obligated to make any sales of the Shares under
the Sales Agreement. The offering of Shares pursuant to the Sales
Agreement will terminate upon the earliest of (a) the sale of all
of the Shares subject to the Sales Agreement or (b) the termination
of the Sales Agreement by B. Riley FBR or the Company, as permitted
therein.
The Company will pay B. Riley FBR a commission equal to 3.0% of the
aggregate gross proceeds from each sale of Shares and has agreed to
provide B. Riley FBR with customary indemnification and
contribution rights. The Company will also reimburse B. Riley FBR
for certain specified expenses in connection with entering into the
Sales Agreement. The Sales Agreement contains customary
representations and warranties and conditions to the placements of
the Shares pursuant thereto.
The foregoing description of the Sales Agreement is not complete
and is qualified in its entirety by reference to the full text of
such agreement, a copy of which is filed herewith as Exhibit 1.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.
The legal opinion, including the related consent, of Fredrikson
& Byron, P.A., counsel to the Company, relating to the issuance
and sale of the Shares, is filed as Exhibit 5.1
hereto.
This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of an offer to buy the Common Stock
discussed herein, nor shall there be any offer, solicitation, or
sale of common stock in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such state
Item 9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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At
Market Issuance Sales Agreement, dated June 5, 2020, between Celcuity Inc. and B.
Riley FBR, Inc.
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Opinion
of Fredrikson & Byron, P.A.
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Consent
of Fredrikson & Byron P.A. (included in Exhibit
5.1)
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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.
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CELCUITY
INC.
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Date: June
5, 2020
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By:
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/s/
Brian
F. Sullivan
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Brian F.
Sullivan
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Chief Executive
Officer
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