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Celcuity Inc (CELC) has priced a $175 million convertible notes and common stock offering, raising approximately $248.7 million in net proceeds to support clinical trials and research and development. The convertible notes offer a 35% premium conversion price, reflecting investor confidence in the company's future growth. Proceeds will bolster capital reserves and accelerate the development of new cancer therapies. However, the decision not to enter into capped call transactions may lead to increased market volatility, and existing shareholders may face potential dilution.

Minneapolis, July 2, 2025 — Celcuity Inc. (NASDAQ: CELC), a clinical-stage biotechnology company specializing in targeted therapies for oncology, has priced a $175 million convertible notes offering and a common stock offering, raising approximately $248.7 million in net proceeds. The convertible notes, due 2031, are priced at 2.750% with a conversion rate of 19.4932 shares per $1,000 principal amount, equivalent to an initial conversion price of approximately $51.30 per share. The common stock offering consists of 1,836,842 shares at $38.00 per share, with an option to purchase up to 400,000 shares via pre-funded warrants at $37.999 per warrant.

The company expects to use the proceeds for working capital, clinical trial expenditures, commercial launch preparations, research and development, and business development activities. The convertible notes offering is expected to close on August 1, while the common stock offering should close on July 31, subject to customary closing conditions [1].

Celcuity's lead candidate, gedatolisib, is currently in Phase 3 clinical trials for HR+/HER2- advanced breast cancer and Phase 1/2 trials for metastatic castration-resistant prostate cancer. The company recently announced promising results from its Phase 3 VIKTORIA-1 clinical trial, showing significant reductions in the risk of disease progression or death with triplet and doublet therapies involving gedatolisib [2].

However, the decision not to enter into capped call transactions may lead to increased market volatility. Existing shareholders may face potential dilution as additional shares could be issued to cover potential over-allotments. Jefferies, TD Cowen, and Leerink Partners are serving as joint book-running managers for both offerings, with LifeSci Capital acting as lead manager for the convertible notes offering and passive bookrunner for the common stock offering [1].

References:
[1] https://au.investing.com/news/company-news/celcuity-prices-175-million-convertible-notes-85-million-stock-offering-93CH-3949155
[2] https://www.globenewswire.com/news-release/2025/07/30/3123882/0/en/celcuity-inc-announces-pricing-of-concurrent-public-offerings-of-2-750-convertible-senior-notes-due-2031-and-common-stock-and-pre-funded-warrants.html