Celcuity Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 7, 2024, Celcuity Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) at which the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the authorized number of shares of the Company’s Common Stock from 65,000,000 to 95,000,000 (the “Authorized Share Increase”). The Authorized Share Increase had previously been approved, subject to stockholder approval, by the Company’s Board of Directors. On October 7, 2024, the Company filed a certificate of amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Delaware Secretary of State to effect the Authorized Share Increase, which became effective immediately upon its filing.
The foregoing description is qualified in its entirety by reference to the full text of the Certificate of Incorporation, as amended by the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As disclosed in Item 5.03 above, on October 7, 2024, the Company held a Special Meeting of Stockholders at which the following proposals were submitted to the Company’s stockholders:
| 1. | Approval of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock from 65,000,000 shares to 95,000,000 shares; and | |
| 2. | Approval of an adjournment of the Special Meeting to a later date and time, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes in favor of Proposal 1. |
The Company’s stockholders approved the proposal to amend the Company’s Certificate of Incorporation to increase the authorized number of shares of the Company’s Common Stock from 65,000,000 shares to 95,000,000 shares. Voting results were as follows:
| For: | Against: | Abstain: | ||
| 31,381,128 | 394,048 | 1,917 |
Since there were sufficient votes at the time of the Special Meeting to approve the amendment to the Company’s Certificate of Incorporation, the proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies was not called for at the Special Meeting.
Item 8.01 Other Events.
Exhibit 4.1 to this Current Report on Form 8-K sets forth a description of the Company’s securities registered under Section 12 of the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 3.1 | Certificate of Incorporation of the Company, as amended, including the Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock. | |
| 4.1 | Description of Registered Securities. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 9, 2024
| CELCUITY INC. | ||
| By: | /s/ Brian F. Sullivan | |
| Brian F. Sullivan | ||
| Chief Executive Officer | ||