Short answer
Celcuity Inc. (CELC) filed an 8-K current report with the SEC on June 8, 2026 reporting Item 8.01 (Other Events), Item 1.01 (Entry into a Material Definitive Agreement), Item 1.02 (Termination of a Material Definitive Agreement), Item 2.03 (Creation of a Direct Financial Obligation). $575M convertible notes issued, including full $75M over-allotment exercise; approximately $557M net proceeds.
Celcuity Inc. 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- $575M convertible notes issued, including full $75M over-allotment exercise; approximately $557M net proceeds
- 0.250% coupon with August 1, 2032 maturity, providing low-cost funding but creating future refinancing or conversion risk
- Proceeds earmarked to repay all Loan Agreement obligations, with remainder funding clinical trials, commercialization, R&D, and working capital
- Initial conversion price approximately $124.53 per share, creating potential future equity dilution if conversion conditions are met
- Notes redeemable beginning August 6, 2029 if stock trades above 130% of the conversion price under specified conditions
Item 1.02 · Termination of a Material Definitive Agreement
- Celcuity repaid approximately $137.5 million on June 8, 2026, fully extinguishing the Oxford-Innovatus loan facility
- Term loans carried floating interest at Prime Rate or 7.75%, plus 2.85%, with 1.00% paid in kind through May 31, 2027
- Debt termination removes obligations under a facility with up to $350 million committed capacity and $150 million discretionary capacity
- Repayment eliminates scheduled interest-only payments and principal amortization through the November 1, 2029 maturity date
Item 2.03 · Creation of a Direct Financial Obligation
- Item 2.03 indicates a potentially material direct financial obligation or off-balance-sheet commitment
Item 8.01 · Other Events
- $500 million convertible senior notes issued, materially strengthening CELC’s funding capacity
- 0.250% coupon and 2032 maturity imply low-cost, long-term financing
- Potential future equity dilution from note conversion, with terms detailed in Exhibit 99.2
- Net proceeds and planned use represent key execution and liquidity considerations for investors
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
Other Celcuity Inc. 8-K filings
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