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): April 6, 2018

 

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 450 
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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in [sic] 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 x

 

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. x

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)       The information included in Item 7.01 is incorporated herein by reference.

 

Item 7.01. Regulation FD Disclosure.

 

On April 5, 2018, the Board of Directors of Celcuity Inc. (the “ Company ”) adopted Amendment No. 1 (the “ Amendment ”) to the Celcuity Inc. 2017 Stock Incentive Plan (the “ 2017 Plan ”). Prior to adoption of the Amendment, the 2017 Plan imposed limits on the aggregate number of shares of Common Stock that can be granted under the 2017 Plan to any one person in any calendar year pursuant to certain types of awards. The Amendment makes such annual limits applicable to all types of awards under the 2017 Plan. A copy of the Amendment is included herewith as Exhibit 10.1, and is intended to be deemed filed rather than furnished.

 

Exhibit

Number  

  Description
     
10.1   Amendment No. 1 to Celcuity Inc. 2017 Stock Incentive Plan

 

 

 

 

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: April 6, 2018  
   

 

CELCUITY INC.  
   
  By:   /s/ Brian F. Sullivan
     

Brian F. Sullivan

Chief Executive Officer

 

 

 

 

EXHIBIT INDEX

 

Exhibit

Number  

  Description
     
10.1   Amendment No. 1 to Celcuity Inc. 2017 Stock Incentive Plan

 

 

Exhibit 10.1

 

AMENDMENT NO. 1

TO

CELCUITY INC. 2017 STOCK INCENTIVE PLAN

 

This Amendment No. 1 (this “ Amendment ”) amends the Celcuity Inc. 2017 Stock Incentive Plan (the “ Plan ”). This Amendment is effective as of April 5, 2018.

 

1.       Unless otherwise expressly provided in this Amendment, all capitalized words or phrases or other defined terms used in this Amendment have the meaning ascribed to them in the Plan.

 

2.       Section 4.3 of the Plan is hereby amended and restated in its entirety to read as follows:

 

“4.3. Award Limitations Under the Plan . Notwithstanding any provision in the Plan to the contrary, the number of Shares subject to an Incentive Award or Awards granted under the Plan in any calendar year to any one Eligible Recipient shall not, in the aggregate, be more than 250,000 Shares; provided, however, that such limitation shall be 500,000 Shares in the case of Awards granted to an Eligible Recipient in the calendar year in which such Eligible Recipient commences employment with the Company or a Subsidiary. Such annual Award limitations shall be subject to adjustment as provided in Section 4.4 of the Plan. For purposes of applying such annual Award limitations to Awards denominated in a form other than Shares, the number of Shares subject to such Award shall be determined by dividing the maximum amount payable under such Award by the Fair Market Value of a Share at the date of grant.”

 

3.       Except as otherwise modified herein, all other provisions of the Plan shall remain in full force and effect.

 

This Amendment was duly approved by the Board of Directors of Celcuity Inc. pursuant to Section 17 of the Plan, effective as of the date set forth above.

 

  CELCUITY INC.  
   
  By:   /s/ Brian F. Sullivan
     

Brian F. Sullivan

Chief Executive Officer