Celcuity Inc. — Regulatory Filings 2021

May 26, 2021

S-8 1 celc_s8.htm S-8 Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2021 Issuer Direct Corporation celc_s8

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under the Securities Act of 1933

CELCUITY INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	82- 2863566
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

16305 36th Avenue North; Suite 100

Minneapolis, Minnesota 55446

(Address of Principal Executive Offices and Zip Code)

Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan

(Full Titles of the Plan)

Brian F. Sullivan

Chief Executive Officer

16305 36th Avenue N., Suite 100

Minneapolis, MN 55446

(763) 392-0767

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Eric O. Madson

Fredrikson & Byron, P.A.

200 South Sixth Street, Suite 4000

Minneapolis, MN 55402

Fax: (612) 492-7077

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated
filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☒

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CALCULATION OF REGISTRATION FEE

| Title of
Securities to be
Registered | Amount to
be Registered(1) | Proposed Maximum Offering
Price Per
Share(2) | Proposed Maximum Aggregate Offering
Price(2) | Amount
of Registration
Fee |
| --- | --- | --- | --- | --- |
| Common Stock
issuable under the Registrant's Amended and Restated 2017 Stock
Incentive Plan | 500,000 | $ 28.90 | $ 14,450,000 | $ 1,576.50 |
| Total | 500,000 | $ 28.90 | $ 14,450,000 | $ 1,576.50 |

| (1) | Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the
“Securities Act”), there is also being registered
hereunder an indeterminate number of additional securities that may
become issuable pursuant to antidilution provisions of the plan
covered by this Registration Statement. |
| --- | --- |
| (2) | Estimated
pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of
calculating the registration fee and based upon the average of the
high and low prices of the Registrant’s Common Stock on May
21, 2021, as quoted on the Nasdaq Capital Market. |

STATEMENT OF INCORPORATION BY REFERENCE

The purpose of this Registration Statement is to register additional shares for issuance under the Registrant’s Amended and Restated 2017 Stock Incentive Plan. This Registration Statement is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities, and pursuant to such instruction, the contents of the Registration Statement on Form S-8 (File No. 333-221117 ) is incorporated herein by reference, except for Item 8, Exhibits.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit No.	Description
5.1	Opinion
of Fredrikson & Byron, P.A.
23.1	Consent
of Boulay PLLP
23.2	Consent
of Fredrikson & Bryon, P.A. (included in Exhibit
5.1)
24.1	Power
of Attorney (included on signature page hereof)
99.1	Celcuity
Inc. Amended and Restated 2017 Stock Incentive Plan (incorporated
herein by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K filed on May 15, 2020)

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on May 26, 2021.

| CELCUITY
INC. | |
| --- | --- |
| By: | /s/ Brian F.
Sullivan |
| | Brian
F. Sullivan |
| | Chief Executive Officer |

P OWER OF ATTORNEY

The undersigned directors and officers of Celcuity Inc. hereby appoint Brian F. Sullivan as attorneys-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-8 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act) and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

​	Signature	Title	Date
​	/s/ Brian F. Sullivan ​Brian
F. Sullivan	Chief
Executive Officer (Principal Executive Officer), Director and
Chairman	May 26,
2021
	/s/ Vicky Hahne ​Vicky
Hahne	Chief
Financial Officer (Principal Financial and Accounting
Officer)	May 26,
2021
	/s/ Lance G. Laing ​Lance
G. Laing	Chief
Science Officer, Vice President and Secretary, and
Director	May 26,
2021
	/s/ Richard E. Buller Richard
E. Buller	Director	May 26,
2021
	/s/ David F. Dalvey ​David
F. Dalvey	Director	May 26,
2021
	/s/ Leo T. Furcht ​Leo
T. Furcht	Director	May 26,
2021
	/s/ Richard J. Nigon ​Richard
J. Nigon	Director	May 26,
2021

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