{"filing":{"accession_number":"0001493152-26-027717","cik":"0001603454","ticker":"CELC","company_name":"Celcuity Inc.","form":"8-K","filing_date":"2026-06-08","report_date":null,"primary_document":"form8-k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1603454/000149315226027717/form8-k.htm"},"events":[{"id":6304,"run_id":5526,"accession_number":"0001493152-26-027717","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"summary":"Celcuity entered into an underwriting agreement on June 3, 2026, to issue $575 million aggregate principal amount of 0.250% Convertible Senior Notes due 2032 (including full exercise of a $75 million over-allotment option), convertible into common stock at an initial conversion price of approximately $124.53 per share. The offering raised approximately $557 million in net proceeds and creates substantial dilution potential for existing shareholders.","company_name":"Celcuity Inc.","ticker":"CELC","filing_date":"2026-06-08","form":"8-K","submitted_at":null,"items":[{"id":5208,"accession_number":"0001493152-26-027717","item_number":"1.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Celcuity entered into an underwriting agreement on June 3, 2026, to issue $575 million aggregate principal amount of 0.250% Convertible Senior Notes due 2032 (including the full exercise of a $75 million over-allotment option). The Notes are convertible into common stock at an initial conversion price of approximately $124.53 per share, creating significant dilution potential. While this is technically a debt issuance, the convertible feature and the substantial proceeds ($557 million net) raised through a public offering of securities with embedded equity conversion rights align most closely with dilutive_issuance. The event is material as it substantially increases the company's capital structure and future share count exposure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-08T20:12:40.568982+00:00","company_name":"","ticker":null,"filing_date":""},{"id":5211,"accession_number":"0001493152-26-027717","item_number":"8.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The filing discloses the pricing of a $500 million convertible senior notes offering due 2032. While convertible notes are debt instruments, they carry significant dilution risk to existing shareholders upon conversion. The material capital raise and conversion feature make this a dilutive issuance event, though the debt component creates some ambiguity about whether this might be classified differently under a debt-issuance category (which is not in the taxonomy).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-08T20:12:40.568982+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":6305,"run_id":5526,"accession_number":"0001493152-26-027717","anchor_item_number":"1.02","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.72,"summary":"Celcuity completed a voluntary prepayment of approximately $137.5 million to fully satisfy and discharge its Amended and Restated Loan and Security Agreement with Oxford Finance and Innovatus Life Sciences, terminating all obligations under the facility and eliminating associated debt covenants.","company_name":"Celcuity Inc.","ticker":"CELC","filing_date":"2026-06-08","form":"8-K","submitted_at":null,"items":[{"id":5209,"accession_number":"0001493152-26-027717","item_number":"1.02","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.72,"reasoning":"Celcuity completed a voluntary prepayment of approximately $137.5 million to fully satisfy and discharge its Amended and Restated Loan and Security Agreement with Oxford Finance and Innovatus Life Sciences, terminating all obligations under the facility. While this is disclosed under Item 1.02 (Termination of a Material Definitive Agreement), it represents debt elimination rather than a traditional M\u0026A activity, covenant breach, or other more specific event type. The prepayment is material to investors as it eliminates a significant liability and associated debt covenants, but does not fit cleanly into the taxonomy's more specific categories.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-08T20:12:40.568982+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":6306,"run_id":5526,"accession_number":"0001493152-26-027717","anchor_item_number":"2.03","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"summary":"Item 2.03 incorporates Item 1.01 by reference, disclosing a material transaction that creates direct financial obligations consistent with M\u0026A activity or a significant change of control event.","company_name":"Celcuity Inc.","ticker":"CELC","filing_date":"2026-06-08","form":"8-K","submitted_at":null,"items":[{"id":5210,"accession_number":"0001493152-26-027717","item_number":"2.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 2.03 incorporates Item 1.01 by reference, which typically discloses material acquisitions, dispositions, mergers, or changes of control. The cross-reference structure indicates a significant M\u0026A transaction that creates direct financial obligations. Without the full Item 1.01 text, ma_activity is the most likely event type given the Item 2.03 context and incorporation language.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-08T20:12:40.568982+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":5208,"accession_number":"0001493152-26-027717","item_number":"1.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Celcuity entered into an underwriting agreement on June 3, 2026, to issue $575 million aggregate principal amount of 0.250% Convertible Senior Notes due 2032 (including the full exercise of a $75 million over-allotment option). The Notes are convertible into common stock at an initial conversion price of approximately $124.53 per share, creating significant dilution potential. While this is technically a debt issuance, the convertible feature and the substantial proceeds ($557 million net) raised through a public offering of securities with embedded equity conversion rights align most closely with dilutive_issuance. The event is material as it substantially increases the company's capital structure and future share count exposure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-08T20:12:40.568982+00:00","company_name":"Celcuity Inc.","ticker":"CELC","filing_date":"2026-06-08"},{"id":5209,"accession_number":"0001493152-26-027717","item_number":"1.02","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.72,"reasoning":"Celcuity completed a voluntary prepayment of approximately $137.5 million to fully satisfy and discharge its Amended and Restated Loan and Security Agreement with Oxford Finance and Innovatus Life Sciences, terminating all obligations under the facility. While this is disclosed under Item 1.02 (Termination of a Material Definitive Agreement), it represents debt elimination rather than a traditional M\u0026A activity, covenant breach, or other more specific event type. The prepayment is material to investors as it eliminates a significant liability and associated debt covenants, but does not fit cleanly into the taxonomy's more specific categories.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-08T20:12:40.568982+00:00","company_name":"Celcuity Inc.","ticker":"CELC","filing_date":"2026-06-08"},{"id":5210,"accession_number":"0001493152-26-027717","item_number":"2.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 2.03 incorporates Item 1.01 by reference, which typically discloses material acquisitions, dispositions, mergers, or changes of control. The cross-reference structure indicates a significant M\u0026A transaction that creates direct financial obligations. Without the full Item 1.01 text, ma_activity is the most likely event type given the Item 2.03 context and incorporation language.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-08T20:12:40.568982+00:00","company_name":"Celcuity Inc.","ticker":"CELC","filing_date":"2026-06-08"},{"id":5211,"accession_number":"0001493152-26-027717","item_number":"8.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The filing discloses the pricing of a $500 million convertible senior notes offering due 2032. While convertible notes are debt instruments, they carry significant dilution risk to existing shareholders upon conversion. The material capital raise and conversion feature make this a dilutive issuance event, though the debt component creates some ambiguity about whether this might be classified differently under a debt-issuance category (which is not in the taxonomy).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-08T20:12:40.568982+00:00","company_name":"Celcuity Inc.","ticker":"CELC","filing_date":"2026-06-08"}]}