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
CELCUITY INC. Common Stock (par value $0.001 per share) At Market Issuance Sales AgreementCelcuity Inc. • June 5th, 2020 • Services-medical laboratories • New York
OPEN MARKET SALE AGREEMENTSMCelcuity Inc. • February 4th, 2022 • 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 ___________, _______Celcuity Inc. • March 23rd, 2021 • 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”).
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”).
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”).
Representative’s WarrantCelcuity Inc. • September 25th, 2017 • 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.
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.”
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.
ContractCelcuity Inc. • September 25th, 2017 • 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.
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.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 AGREEMENTNon-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:
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”).
ContractCelcuity Inc. • April 8th, 2021 • 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 LEASELease • 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 LEASETo Lease • 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 • 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.
ContractStock Purchase Warrant • 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 • 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 AGREEMENTAnd 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].
Clinical Trial Agreement FB-12 Phase II StudyTrial 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.
CELCUITY INC. STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • September 12th, 2017 • Celcuity LLC • Services-medical laboratories • Minnesota
THIS STOCK APPRECIATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the “Grant Date” set forth below, by and between Celcuity Inc., a Delaware corporation (the “Company”) and the person named below (the “Participant”). The Award granted hereby is granted under the Celcuity Inc. 2017 Stock Incentive Plan (the “Plan”). Unless otherwise defined herein, terms used in this Agreement that are defined in the Plan will have the meanings given to them in the Plan.
CONFIDENTIALITY, ASSIGNMENT OF INVENTIONS AND NON-COMPETITION AGREEMENTNon-Competition Agreement • July 14th, 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 Laing as of the Effective Date set forth above. The parties agree as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 11th, 2021 • Celcuity Inc. • Services-medical laboratories • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of April 8, 2021 (the “Effective Date”) 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 hereof or otherwise a party hereto 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”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
FIRST AMENDMENT TO REPRESENTATIVE’S WARRANTCelcuity Inc. • September 14th, 2022 • Services-medical laboratories • New York
This FIRST AMENDMENT TO REPRESENTATIVE’S WARRANT (this “Amendment”) is entered into as of September 13, 2022 (the “Effective Date”) between Celcuity Inc., a Delaware corporation (the “Company”), and Craig-Hallum Capital Group LLC (“Holder”).
CELCUITY INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • September 12th, 2017 • Celcuity LLC • Services-medical laboratories • Minnesota
THIS RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is entered into as of the “Grant Date” set forth below, by and between Celcuity Inc., a Delaware corporation (the “Company”) and the person named below (the “Participant”). The Award granted hereby is granted under the Celcuity Inc. 2017 Stock Incentive Plan (the “Plan”). Unless otherwise defined herein, terms used in this Agreement that are defined in the Plan will have the meanings given to them in the Plan.
