Celcuity Raises $248.7 Million in Stock and Notes Offering

Celcuity has raised $248.7 million through a stock and notes offering, with net proceeds of approximately $91.6 million from the sale of common stock and pre-funded warrants, and $175 million from convertible senior notes due 2031. The combined offerings are intended for working capital and general corporate purposes. The company's financial performance is weak due to lack of revenue and high expenses, but the earnings call provided a positive outlook with potential future revenue and strong financial positioning.

Celcuity Inc. (NASDAQ: CELC), a clinical-stage biotechnology company, has successfully raised $248.7 million through a combination of a public offering of convertible senior notes and the sale of common stock and pre-funded warrants. The company's latest financial move aims to bolster its working capital and support ongoing clinical trials and research & development activities.

The funding round consisted of two key components: the sale of common stock and pre-funded warrants, and the issuance of convertible senior notes due 2031. The net proceeds from the sale of common stock and pre-funded warrants amounted to approximately $91.6 million, while the convertible senior notes raised $175 million. The combined offerings are expected to be used for general corporate purposes, including clinical trial expenditures, commercial launch expenditures, research and development expenditures, and other general corporate activities.

Celcuity's financial performance has been characterized by a lack of revenue and high expenses, with operational cash outflows totaling $127 million over the past twelve months. Despite these challenges, the company's recent earnings call provided a positive outlook, highlighting potential future revenue streams and a strong financial positioning. The positive topline results from the PIK3CA wild-type cohort of the company’s Phase 3 VIKTORIA-1 clinical trial for gedatolisib, a targeted therapy for HR+/HER2- breast cancer, have validated Celcuity's therapeutic approach and positioned the drug for potential regulatory submission.

The company plans to file for FDA approval in Q4 2025, with additional Phase 3 trials (VIKTORIA-2) evaluating the drug as a first-line treatment already underway. Gedatolisib represents a substantial commercial opportunity, with peak sales potential exceeding $2 billion, targeting hormone receptor-positive, HER2-negative breast cancer, a significant patient population with limited treatment options after endocrine therapy resistance develops.

However, Celcuity faces several risks, including regulatory hurdles, clinical trial challenges, intense competitive landscape, financial sustainability, and market acceptance and commercialization. The company's high cash burn rate puts significant pressure on achieving regulatory milestones and securing continuous funding. Despite these risks, Celcuity's recent funding round and positive clinical results position the company for potential regulatory success and commercialization of its lead drug, gedatolisib.

References:

[1] https://www.forbes.com/sites/greatspeculations/2025/07/29/celcuity-whats-happening-with-celc-stock/
[2] https://www.nasdaq.com/articles/celcuity-prices-public-offering-175-mln-275-sr-notes-and-184-mln-shares-38-shr
[3] https://www.globenewswire.com/news-release/2025/07/28/3122817/0/en/Celcuity-Inc-Announces-Concurrent-Public-Offerings-of-Convertible-Senior-Notes-Due-2031-and-Common-Stock.html