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): July 27, 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. ☒
Item 1.01 Entry Into a Material Definitive Agreement.
On July 27, 2022, Celcuity Inc. (the “Company”), entered into a Third Amendment to Lease (the “Lease Amendment”) with West Glen Development I, LLC (“Landlord”) that amends that certain Commercial Lease agreement dated September 28, 2017, and amended by that certain First Amendment to Lease dated July 28, 2020 and that certain Second Amendment to Lease dated July 19, 2021 by and between the Company and Landlord (the Commercial Lease, together with the First Amendment and the Second Amendment shall be referred to as the “Lease Agreement”).
Under the terms of the Lease Amendment, the term of the lease is extended for one year, terminating on April 30, 2024, unless sooner terminated in accordance with the provisions of the Lease Agreement. The monthly installments of base rent payable for the period May 1, 2023 through April 30, 2024 will be $17,359.75 per month.
The foregoing description of the Lease Amendment is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Third Amendment to Lease, dated July 27, 2022, by and between Celcuity Inc. and West Glen Development I, LLC. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 29, 2022
| CELCUITY INC. | ||
| By | /s/ Brian F. Sullivan | |
| Brian F. Sullivan | ||
| Chief Executive Officer | ||
Exhibit 10.1
THIRD AMENDMENT TO LEASE
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.
WHEREAS, the parties agreed to extend the Term of the Lease Agreement pursuant to Section 45 of the Lease Agreement, except for the Base Rent adjustment as provided herein.
NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree that:
1. TERM. The Term of the Lease will be extended for one (1) year to terminate on April 30, 2024, unless sooner terminated in accordance with the provisions of the Lease Agreement.
2. BASE RENT. The monthly installments of Base Rent payable for the Premises during the Term are as follows:
| Months | Price Per Square Foot | Monthly | ||||||
| May 1, 2023- April 30, 2024 | $ | 12.77 | $ | 17,359.75 | ||||
3. POSSESSION. Tenant acknowledges and agrees that the Premises and Tenant Improvements have been delivered to Tenant by Landlord in the condition required by the Lease Agreement and Tenant has accepted possession of the Premises in such condition.
4. “AS IS.” Tenant accepts the Premises as is, where is, and without any warranty or representation, express or implied, or arising by operation of law, including, but in no way limited to, any warranty of quantity, quality, condition, habitability, merchantability, suitability or fitness for a particular purpose.
5. Brokerage. With regard to Section 41 of the Lease, each of the parties represents and warrants that there are no Leasing Commissions due in connection with this Amendment, and agrees to indemnify the other party against, and hold it harmless from all liabilities arising from any claim for Leasing Commissions asserted by a broker, agent or other person or entity claiming through the indemnifying party, including without limitation, reasonable attorneys fees incurred in connection therewith.
Except as otherwise stated herein, all of the remaining terms and conditions of the Lease Agreement shall continue to be unchanged, in full force and effect.
| Landlord: | West Glen Development I, LLC | |
| A Minnesota limited liability company | ||
| Date: July 25, 2022 | By: | /s/ Parker Moen |
| Parker Moen, Vice President | ||
| Date: July 27, 2022 | By: | /s/ Michael J. Leuer |
| Michael J. Leuer, Governor | ||
| Tenant: | Celcuity Inc. | |
| A Delaware Corporation | ||
| Date: July 27, 2022 | By: | /s/ Brian F. Sullivan |
| Name: | Brian Sullivan | |
| Its: | Chief Executive Officer | |