Celcuity Inc. — Declaration of Voting Results & Voting Rights Announcements 2022

Sep 1, 2022

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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): September 1, 2022

Celcuity Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-38207	82-2863566
(State
or Other Jurisdiction of
Incorporation)	(Commission File
Number)	(IRS
Employer Identification
No.)

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:

| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| --- | --- |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |

Securities registered pursuant to Section 12(b) of the Act:

| Title
of each class | Trading
Symbol(s) | Name
of each exchange on which registered |
| --- | --- | --- |
| Common
Stock, $0.001 par value per share | CELC | The
Nasdaq Stock Market LLC |

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. ☒

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Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 1, 2022, Celcuity Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”), at which the following proposals were submitted to the Company’s stockholders:

| 1. | Approval
of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s
Common Stock from 30,000,000 shares to 65,000,000 shares; and |
| --- | --- |
| 2. | Approval
of an adjournment of the Special Meeting to a later date and time, if necessary, to permit further solicitation and vote of proxies
if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes in favor of Proposal 1. |

The Company’s stockholders approved the proposal to amend the Company’s Certificate of Incorporation to increase the authorized number of shares of the Company’s Common Stock from 30,000,000 shares to 65,000,000 shares. Voting results were as follows:

For:	Against:	Abstain:
11,636,957	173,221	2,305

Since there were sufficient votes at the time of the Special Meeting to approve the amendment to the Company’s Certificate of Incorporation, the proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies was not called for at the Special Meeting.

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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.

Date: September 1, 2022

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

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