UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 __________________________________
 
 
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
 
  __________________________________
 
CELCUITY INC.
(Exact Name of Registrant as Specified in its Charter)
 
__________________________________ 
 
 Delaware
 
 82- 2863566
 (State or Other Jurisdiction of Incorporation or Organization)
 
 (I.R.S. Employer Identification Number)
 
 
16305 36th Avenue North; Suite 100 
Minneapolis, Minnesota 55446 
(Address of Principal Executive Offices and Zip Code)
 
__________________________________   
 
Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan
Celcuity Inc. 2017 Employee Stock Purchase Plan
 (Full Titles of the Plans)
 
__________________________________ 
 
Brian F. Sullivan 
Chief Executive Officer 
16305 36th Avenue N., Suite 100 
Minneapolis, MN 55446 
(763) 392-0767 
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
 
Copies to:
Eric O. Madson
Fredrikson & Byron, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, MN 55402
Fax: (612) 492-7077
 
 
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
 
☐
 
Accelerated filer
 
☒
Non-accelerated filer
 
☐
 
Smaller reporting company
 
☒
 
 
 
 
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 7(a)(2)(B) of the Securities Act. ☒
 
 
 
 
 
CALCULATION OF REGISTRATION FEE
 
Title of Securities
to be Registered
 
Amount
to be
Registered(1)
 
 
Proposed
Maximum
Offering Price
Per Share(2)
 
 
Proposed
Maximum
Aggregate
Offering Price(2)
 
 
Amount of
Registration Fee
 
Common Stock issuable under the Registrant's Amended and Restated 2017 Stock Incentive Plan
  102,540 
 $9.92 
 $1,017,197 
 $132.03 
Common Stock issuable under the Registrant's 2017 Employee Stock Purchase Plan
  51,270 
 $9.92 
 $508,598 
 $66.02 
Total
  153,810 
 $9.92 
 $1,525,795 
 $198.05 
 
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there is also being registered hereunder an indeterminate number of additional securities that may become issuable pursuant to antidilution provisions of the plans covered by this Registration Statement.
(2)
Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the Registrant’s Common Stock on May 27, 2020, as quoted on the Nasdaq Capital Market.
 
STATEMENT OF INCORPORATION BY REFERENCE
 
The purpose of this Registration Statement is to register additional shares for issuance under the Registrant’s Amended and Restated 2017 Stock Incentive Plan and the Registrant’s 2017 Employee Stock Purchase Plan. This Registration Statement is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities, and pursuant to such instruction, the contents of the Registration Statement on Form S-8 (File No. 333-221117) is incorporated herein by reference, except for Item 8, Exhibits.
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 8. Exhibits.
 
Exhibit No.
 
Description
 
 
 
5.1
 
Opinion of Fredrikson & Byron, P.A.
23.1
 
Consent of Boulay PLLP
23.2
 
Consent of Fredrikson & Bryon, P.A. (included in Exhibit 5.1)
24.1
 
Power of Attorney (included on signature page hereof)
99.1
 
Celcuity Inc. 2017 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 filed on September 12, 2017 (File No. 333-220128))
99.2
 
Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 15, 2020).
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on May 29, 2020.
 
 
CELCUITY INC.
 
 
 
 
 

By:  
/s/ Brian F. Sullivan
 
 
 
 Brian F. Sullivan  
 
 
 
Chief Executive Officer  
 
 
 
 
 
 
POWER OF ATTORNEY
 
The undersigned directors and officers of Celcuity Inc. hereby appoint Brian F. Sullivan as attorneys-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-8 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act) and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
​
Signature
 
 
Title
 
 
Date
​
/s/ Brian F. Sullivan​
 
 
 
 
May 29, 2020
 
Brian F. Sullivan
 
 
  Chief Executive Officer (Principal Executive Officer), Director and Chairman
 
 
 
 
 
 
 
 
 
 
 
​
/s/ Vicky Hahne​
 
 

 
 
May 29, 2020
 
Vicky Hahne
 
 
  Chief Financial Officer (Principal Financial and Accounting Officer)
 
 
 
 
  
 
 
 
 
 
 
​
/s/ Lance G. Laing​
 
 
 
 
May 29, 2020
 
Lance G. Laing
 
 
  Chief Science Officer, Vice President and Secretary, and Director
 
 
 
 
 
 
 
 
 
 
 
​
/s/ Richard E. Buller
 
 
 
 
May 29, 2020
 
Richard E. Buller
 
 
  Director
 
 
 
 
 
 
 
   
 
 
 
​
/s/ David F. Dalvey​
 
 
 
 
May 29, 2020
 
David F. Dalvey
 
 
  Director
 
 
 
 
 
 
 
   
 
 
 
​
/s/ Leo T. Furcht​
 
 
 
 
May 29, 2020
 
Leo T. Furcht
 
 
  Director
 
 
 
 
 
 
 
   
 
 
 
 
/s/ Richard J. Nigon​
 
 
 
 
May 29, 2020
 
Richard J. Nigon
 
 
  Director