Celcuity Announces Proposed Underwritten Public Offerings to Raise $225 Million

Strategic Insights -

Celcuity Inc., a clinical-stage biotechnology company focused on developing targeted therapies for oncology, has announced the proposed underwritten public offerings of convertible senior notes and common stock. The offerings aim to raise $225 million, with $150 million from the convertible notes and $75 million from the common stock. The net proceeds will be used to pay the cost of capped call transactions, and the remainder for working capital and general corporate purposes.

Key Takeaways:

  • The convertible notes will have a maturity date of August 1, 2031, unless earlier converted, redeemed, or repurchased by the Company.
  • The interest rate, conversion rate, offering price, and other terms are to be determined upon the pricing of the convertible notes.
  • Celcuity intends to use the net proceeds from the offerings for working capital and general corporate purposes, including clinical trial expenditures, commercial launch expenditures, research and development expenditures, and capital expenditures.
  • The company will grant the underwriters a 30-day option to purchase up to an additional $22.5 million aggregate principal amount of convertible notes and $11.25 million shares of common stock to cover over-allotments.
  • The capped call transactions, expected to be entered into with the underwriters or affiliates, will reduce the potential dilution to the shares of common stock upon any conversion of the convertible notes and/or offset any cash payments the Company may be required to make in excess of the principal amount of converted convertible notes.
  • The offerings are subject to market and other conditions, and there can be no assurance as to whether or when the offerings may be completed, or as to the actual size or terms of the offerings.

Statistics:

  • $150 million: aggregate principal amount of convertible senior notes due 2031
  • $75 million: aggregate amount of common stock to be offered through the public offering
  • $225 million: total amount of the combined offerings
  • 30-day option: option granted to the underwriters to purchase up to an additional $22.5 million aggregate principal amount of convertible notes and $11.25 million shares of common stock
  • 2031: maturity date for the convertible notes
  • 50 trading days: period during which the option counterparties are likely to modify their hedge positions by entering into or unwinding various derivatives with respect to the common stock or other securities of the Company

Sources:

  • GlobeNewswire, "Minneapolis, July 28, 2025"
  • Celcuity, "ABOUT CELCUITY"
  • Securities and Exchange Commission (SEC), "Celcuity Inc. - Registration Statement"
  • "Celcuity Announces Proposed Underwritten Public Offerings to Raise $225 Million"