Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE DATED FEBRUARY 22, 2021 - Celcuity Inc. | celc_ex991.htm |
| EX-5.1 - OPINION OF FREDRIKSON & BYRON, P.A. - Celcuity Inc. | celc_ex51.htm |
| EX-1.1 - PURCHASE AGREEMENT - Celcuity Inc. | celc_ex11.htm |
| 8-K - CURRENT REPORT - Celcuity Inc. | celc-20601231.htm |
Exhibit 99.2
Celcuity Prices Upsized Public Offering of Common
Stock
MINNEAPOLIS, MN / ACCESSWIRE / February 24, 2021 / Celcuity
Inc. (NASDAQ:CELC), a clinical stage biotechnology company
translating discoveries of new cancer sub-types into 3rd generation
diagnostics and expanded therapeutic options for cancer patients,
today announced the pricing of its previously announced
underwritten public offering of 1,714,000 shares of its common
stock at a price to the public of $14.00 per share. Gross proceeds
to Celcuity from the offering are expected to be approximately
$24.0 million, before deducting underwriting discounts and offering
expenses. The offering was upsized from the previously announced
size of $20.0 million in shares of common stock. In connection with
the offering, Celcuity granted the underwriter a 30-day option to
purchase up to an additional 257,100 shares of common stock to
cover over-allotments, if any, at the same price to the public. The
offering is expected to close on February 26, 2021, subject to
customary closing conditions.
Celcuity
intends to use the net proceeds from the offering for working
capital and general corporate purposes, which may include capital
expenditures, research and development expenditures, clinical trial
expenditures, expansion of business development activities and
other general corporate purposes.
Craig-Hallum
Capital Group is acting as the sole managing underwriter for this
offering.
The
shares are being offered pursuant to an effective shelf
registration statement on Form S-3 (File No. 333-227466) that was
previously filed with the Securities and Exchange Commission (the
"SEC") and was declared effective on October 4, 2018. The shares
may be offered only by means of a prospectus. A preliminary
prospectus supplement relating to the offering was filed with the
SEC on February 22, 2021 and a final prospectus supplement
reflecting the above terms will be filed with the SEC. Copies of
the preliminary prospectus supplement and accompanying prospectus
related to the offering may be obtained from Craig-Hallum Capital
Group LLC at 222 South Ninth Street, Suite 350, Minneapolis,
Minnesota 55402, Attention: Equity Capital Markets, by telephone at
612-334-6300, or by email at prospectus@chlm.com
or on the SEC's website at www.sec.gov.
This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or other jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or other jurisdiction.
About Celcuity
Celcuity
is a clinical stage biotechnology company translating discoveries
of new cancer sub-types into pioneering companion diagnostics and
expanded therapeutic options for cancer patients. Celcuity's
3rd
generation diagnostic platform, CELsignia, analyzes living tumor
cells to untangle the complexity of the cellular activity driving a
patient's cancer. This allows Celcuity to discover new cancer
sub-types molecular diagnostics cannot detect. Celcuity is driven
to improve outcomes for patients and to transform how
pharmaceutical companies define the patient populations for their
targeted therapies. Celcuity is headquartered in Minneapolis, MN.
Further information about Celcuity can be found at www.celcuity.com.
Forward-Looking Statements
This
press release contains statements that constitute "forward-looking
statements." In some cases, you can identify forward-looking
statements by terminology such as "may," "should," "expects,"
"plans," "anticipates," "believes," "estimates," "predicts,"
"potential," "intends" or "continue," and other similar expressions
that are predictions of or indicate future events and future
trends, or the negative of these terms or other comparable
terminology. Forward-looking statements in this press release
include, without limitation, expectations regarding completion,
timing, and size of the proposed public offering. Forward-looking
statements are subject to numerous conditions, many of which are
beyond the control of Celcuity, which include, but are not limited
to, risks and uncertainties related to market conditions and
satisfaction of customary closing conditions related to the
proposed public offering, as well as those other risks set forth in
the Risk Factors section in Celcuity's Annual Report on Form 10-K
for the year ended December 31, 2020 filed with the SEC on February
16, 2021. Risk factors are also contained in the preliminary
prospectus supplement filed with the SEC with respect to the
proposed public offering. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date hereof. Celcuity undertakes no obligation to update
these statements for revisions or changes after the date of this
press release, except as required by law.
CONTACTS:
Celcuity
Inc.
Brian
Sullivan, bsullivan@celcuity.com
Vicky
Hahne, vhahne@celcuity.com
763-392-0123
Westwicke
ICR
Mike
Cavanaugh
mike.cavanaugh@westwicke.com
(617)
877-9641