2,250,000 Shares Celcuity Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 30th, 2021 • Celcuity Inc. • Services-medical laboratories • New York
The foregoing will not apply to the registration of the offer and sale of the Shares, and the sale of the Shares to the underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to the transfer of Shares or Related Securities (i) by gift, (ii) by will or intestate succession, (iii) to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member, (iv) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (B) as distributions of Shares or Related Securities to limited partners, limited liability company members or stockholders of the undersigned, or (v) if the undersigned is a trust
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • February 4th, 2022 • Celcuity Inc. • Services-medical laboratories • New York
CELCUITY INC. Common Stock (par value $0.001 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • June 5th, 2020 • Celcuity Inc. • Services-medical laboratories • New York
1,714,000 Shares1 Celcuity Inc. Common Stock, par value $0.001 per share PURCHASE AGREEMENTPurchase Agreement • February 24th, 2021 • Celcuity Inc. • Services-medical laboratories • New York
Celcuity Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 1,714,000 shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company also has granted to the Underwriters an option to purchase up to 257,100 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement (this “Agreement”) are herein collectively called the “Securities.”
CELCUITY INC. and ___________________, as Trustee INDENTURE Dated as of ___________, _______Indenture • November 17th, 2021 • Celcuity Inc. • Services-medical laboratories • New York
INDENTURE, dated as of _____________, _______, by and between Celcuity Inc., a Delaware corporation, as Issuer (the “Company”) _______________and , a __________________organized under the laws of ______________, as Trustee (the “Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 23rd, 2023 • Celcuity Inc. • Services-medical laboratories • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 18, 2023, by and among Celcuity Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
UNDERWRITING AGREEMENTUnderwriting Agreement • May 31st, 2024 • Celcuity Inc. • Services-medical laboratories • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 12th, 2017 • Celcuity LLC • Services-medical laboratories • Delaware
THIS AGREEMENT (“Agreement”) dated as of the _____ day of __________, 2017, is by and between Celcuity Inc., a Delaware corporation (the “Company”), and ____________________________ (“Indemnitee”).
2,400,000 Shares1 celcuity Inc. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2017 • Celcuity Inc. • Services-medical laboratories • New York
Celcuity Inc., a Delaware corporation (together with its predecessor entity, Celcuity LLC, a Minnesota limited liability company, in existence prior to conversion to a Delaware corporation, the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 2,400,000 authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company. The Company also has granted to the several Underwriters an option to purchase up to 360,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (this “Agreement”) are herein collectively called the “Securities.”
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “Securities ACT”) OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN...Warrant Agreement • September 12th, 2017 • Celcuity LLC • Services-medical laboratories
This Warrant is subject to restrictions on transfer and may not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of this Warrant or the Shares acquirable upon exercise hereof, other than in compliance with Rule 5110(g) of the Financial Industry Regulatory Authority, Inc. and Section 7 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 23rd, 2023 • Celcuity Inc. • Services-medical laboratories • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 18, 2023, by and among Celcuity Inc., a Delaware corporation (the “Company”), and the “Investors” named in the Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Investors identified on Exhibit A attached thereto (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
COMMERCIAL LEASECommercial Lease • August 23rd, 2017 • Celcuity LLC • Services-medical laboratories • Minnesota
This Lease, dated this 11 day of March, 2014 by and between West Glen Development, LLC, a Minnesota limited liability company (“Landlord”), and Celcuity, LLC, a Minnesota limited liability company (hereinafter referred to as “Tenant”).
CELCUITY LLCUnit Option Agreement • August 23rd, 2017 • Celcuity LLC • Services-medical laboratories • Minnesota
THIS UNIT OPTION AGREEMENT (“Option Agreement”) is entered into as of the “Grant Date” set forth below, by and between Celcuity LLC, a Minnesota limited liability company (the “Company”) and the person named below (the “Optionee”). The Option granted hereby is granted under the Celcuity LLC 2012 Equity Incentive Plan (the “Plan”). Unless otherwise defined herein, terms used in this Option Agreement that are defined in the Plan will have the meanings given to them in the Plan.
ContractWarrant Agreement • September 25th, 2017 • Celcuity Inc. • Services-medical laboratories • Minnesota
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS COVERING SUCH SECURITIES, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT, OFFER, PLEDGE OR OTHER DISTRIBUTION FOR VALUE IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND SUCH LAWS.
ContractWarrant Agreement • May 30th, 2024 • Celcuity Inc. • Services-medical laboratories • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED (I) UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR (II) WITHOUT AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
Representative’s WarrantRepresentative’s Warrant • September 25th, 2017 • Celcuity Inc. • Services-medical laboratories
This Warrant is subject to restrictions on transfer and may not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of this Warrant or the Shares acquirable upon exercise hereof, other than in compliance with Rule 5110(g) of the Financial Industry Regulatory Authority, Inc. and Section 7 hereof.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 30th, 2024 • Celcuity Inc. • Services-medical laboratories • New York
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of May 30, 2024 (the “Effective Date”) among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership (“Innovatus”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time, including INNOVATUS LIFE SCIENCES LENDING FUND I, LP in its capacity as a Lender, OXFORD FINANCE LLC (“Oxford”), OXFORD FINANCE CREDIT FUND II LP, by Oxford Finance Advisors, LLC, and OXFORD FINANCE CREDIT FUND III LP, by Oxford Finance Advisors, LLC, and CELCUITY, INC., a Delaware corporation (“Borrower”), amends and restates, in its entirety, that certain Loan and Security Agreement among Collateral Agent, Lenders (as defined therein) and Borrower dated as of April 8, 2021 (as the
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 18th, 2022 • Celcuity Inc. • Services-medical laboratories • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 15, 2022 by and among Celcuity Inc., a Delaware corporation (the “Company”), the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
Amendment No. 1 CLINICAL TRIAL AGREEMENT FOR FB-12 PHASE II STUDY By and Between NSABP Foundation, Inc. and Celcuity, Inc.Clinical Trial Agreement • February 16th, 2021 • Celcuity Inc. • Services-medical laboratories
This Amendment No. 1 (the “Amendment”) to the Clinical Trial Agreement for the FB-12 Phase II Study (the “Agreement’) entered into and effective as of May 8, 2017 (the “Effective Date”), by and between NSABP Foundation, Inc., (“NSABP”), and Celcuity, Inc., (“Celcuity”), is effective as of _____________, 2020 (“Amendment Effective Date”).
CONFIDENTIALITY, ASSIGNMENT OF INVENTIONS AND NON-COMPETITION AGREEMENTConfidentiality, Assignment of Inventions and Non-Competition Agreement • August 23rd, 2017 • Celcuity LLC • Services-medical laboratories • Minnesota
This Confidentiality, Assignment of Inventions and Non-Competition Agreement (“Agreement”) is entered into by and between the Company and Sullivan as of the Effective Date set forth above. The parties agree as follows:
CELCUITY INC. NON-QUALIFIED STOCK OPTION TRANSFER AGREEMENTNon-Qualified Stock Option Transfer Agreement • May 15th, 2024 • Celcuity Inc. • Services-medical laboratories • Delaware
This Non-Qualified Stock Option Transfer Agreement (this “Agreement”) is entered into as of _________ __, 202_ (the “Effective Date”), by and among Celcuity Inc., a Delaware corporation (the “Company”), [_______________] (the “Transferor”) and [_______________] (the “Transferee”). The Company, the Transferor and the Transferee are each sometimes referred to herein as a “Party,” and collectively sometimes referred to herein as the “Parties.”
Amendment No. 1 to License Agreement (“Amendment No. 1”)License Agreement • August 11th, 2021 • Celcuity Inc. • Services-medical laboratories
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 29th, 2024 • Celcuity Inc. • Services-medical laboratories • New York
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of March 29, 2024, by and among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership “Innovatus”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined herein) or otherwise a party to the Loan Agreement from time to time, including Innovatus, in its capacity as a Lender, and CELCUITY, INC., a Delaware corporation (“Borrower”).
ContractWarrant Agreement • April 8th, 2021 • Celcuity Inc. • Services-medical laboratories • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED (I) UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR (II) WITHOUT AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
FIRST AMENDMENT TO LEASECommercial Lease Agreement • August 11th, 2020 • Celcuity Inc. • Services-medical laboratories
This First Amendment to Lease (“Amendment”), dated this 28th day of July, 2020, is by and between West Glen Development I, LLC, a Minnesota limited liability company (“Landlord”) and Celcuity, Inc., a Delaware corporation (“Tenant”), and amends that certain Commercial Lease agreement dated the 28th day of September, 2017, (the “Lease Agreement”) by and between Landlord and Tenant with respect to that certain building located at 16305 – 36th Avenue North, the City of Plymouth, Hennepin County, Minnesota. Unless otherwise indicated, the terms defined in the Lease Agreement shall have the same meanings when used herein.
Certain information where indicated below in brackets has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed* LICENSE AGREEMENTLicense Agreement • August 11th, 2021 • Celcuity Inc. • Services-medical laboratories • New York
THIS LICENSE AGREEMENT (“Agreement”) is made effective as of the 8th day of April, 2021 (the “Effective Date”), by and between Celcuity Inc., a corporation organized and existing under the laws of Delaware with offices at 16305 36th Avenue North, Suite 100 Minneapolis, MN 55446 (“Licensee”) and Pfizer Inc, a corporation organized and existing under the laws of Delaware with offices at 235 East 42nd Street, New York, New York 10017 (“Pfizer”). Licensee and Pfizer may, from time-to-time, be individually referred to as a “Party” and collectively referred to as the “Parties”.
THIRD AMENDMENT TO LEASELease Agreement • July 29th, 2022 • Celcuity Inc. • Services-medical laboratories
This Third Amendment to Lease (“Amendment”), dated this 27 day of July, 2022, is by and between West Glen Development I, LLC, a Minnesota limited liability company (“Landlord”) and Celcuity, LLC, a Delaware corporation (“Tenant”), and amends that certain Commercial Lease agreement dated the 28th day of September, 2017, and amended by that certain First Amendment to Lease dated July 28, 2020 and that certain Second Amendment to Lease dated July 19th, 2021 (together the Commercial Lease, First Amendment and Second Amendment shall be referred to as the “Lease Agreement”) by and between Landlord and Tenant with respect to that certain building located at 16305 – 36th Avenue North, the City of Plymouth, Hennepin County, Minnesota. Unless otherwise indicated, the terms defined in the Lease Agreement shall have the same meanings when used herein.
COMMERCIAL LEASECommercial Lease • November 13th, 2017 • Celcuity Inc. • Services-medical laboratories • Minnesota
This Lease, dated this 28th day of September, 2017, is by and between West Glen Development I, LLC, a Minnesota limited liability company (“Landlord”), and Celcuity, LLC, a Minnesota limited liability company (hereinafter referred to as “Tenant”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 11th, 2022 • Celcuity Inc. • Services-medical laboratories • New York
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of August 9, 2022, by and among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership, as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined herein) or otherwise a party to the Loan Agreement from time to time including INNOVATUS LIFE SCIENCES LENDING FUND I, LP in its capacity as a Lender, and CELCUITY, INC., a Delaware corporation (“Borrower”).
SECOND AMENDMENT TO LEASELease Agreement • August 11th, 2021 • Celcuity Inc. • Services-medical laboratories
This Second Amendment to Lease (“Amendment”), dated this 19 day of July, 2021, is by and between West Glen Development I, LLC, a Minnesota limited liability company (“Landlord”) and Celcuity, Inc, a Delaware corporation (“Tenant”), and amends that certain Commercial Lease agreement dated the 28th day of September, 2017, and amended by that certain First Amendment to Lease dated July 28, 2020 (together the Commercial Lease and First Amendment shall be referred to as the “Lease Agreement”) by and between Landlord and Tenant with respect to that certain building located at 16305 – 36th Avenue North, the City of Plymouth, Hennepin County, Minnesota. Unless otherwise indicated, the terms defined in the Lease Agreement shall have the same meanings when used herein.
ContractWarrant Agreement • May 18th, 2022 • Celcuity Inc. • Services-medical laboratories • New York
THIS WARRANT AND THE WARRANT SHARES ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT.
FOURTH AMENDMENT TO LEASELease Agreement • March 15th, 2023 • Celcuity Inc. • Services-medical laboratories
This Fourth Amendment to Lease (“Amendment”), dated this 13 day of March, 2023, is by and between West Glen Development I, LLC, a Minnesota limited liability company (“Landlord”) and Celcuity, Inc., a Delaware corporation (“Tenant”), and amends that certain Commercial Lease agreement dated the 28th day of September, 2017, and amended by that certain First Amendment to Lease dated July 28, 2020 and that certain Second Amendment to Lease dated July 19th, 2021, and that certain Third Amendment to Lease dated July 27, 2022 (together the Commercial Lease, First Amendment, Second Amendment and Third Amendment shall be referred to as the “Lease Agreement”) by and between Landlord and Tenant with respect to that certain building located at 16305 – 36th Avenue North, the City of Plymouth, Hennepin County, Minnesota. Unless otherwise indicated, the terms defined in the Lease Agreement shall have the same meanings when used herein.
CONFIDENTIALITY, NON-COMPETE, AND PROPRIETARY RIGHTS AGREEMENTConfidentiality, Non-Compete, and Proprietary Rights Agreement • August 23rd, 2017 • Celcuity LLC • Services-medical laboratories • Minnesota
This, Confidentiality, Non-Compete, and Proprietary Rights Agreement, effective as of May 17, 2017, between Celcuity, LLC, having an address at 16305 36th Avenue North, Suite 450, Plymouth, MN 55446 (hereinafter referred to as “Celcuity”), and Vicky Hahne (hereinafter referred to as “Hahne”) having an address at [address].
CELCUITY INC. AMENDMENT TO PLACEMENT AGENT’S WARRANTSPlacement Agent's Warrants • May 15th, 2024 • Celcuity Inc. • Services-medical laboratories
THIS AMENDMENT, dated February ___, 2024, is made by Celcuity Inc., a Delaware corporation (the “Company”) to amend those certain Warrants (“Warrants”) originally issued as of __________, 201_,1 to Cedar Point Capital, LLC, as placement agent, granting the Holder named therein, or its registered assigns, the right to subscribe for and purchase from the Company, at any time after the date thereof up to and including 5:00 p.m. Minneapolis, Minnesota time on __________, 202_, (the “Expiration Date”), the number of fully paid and non-assessable Warrant Shares set forth in the applicable Warrant at the Warrant Exercise Price of $___ per share, all subject to the terms and conditions set forth in the Warrants. Capitalized terms used in this Amendment, but not otherwise defined herein, shall have the meanings given to them in the Warrants.
Clinical Trial Agreement FB-12 Phase II StudyClinical Trial Agreement • August 23rd, 2017 • Celcuity LLC • Services-medical laboratories • Pennsylvania
· The graph below presents the data from the Cell Line, Training Set, and Validation Prevalence Studies in a Box-Whiskers plot format.
