Celcuity announces $400 million convertible notes offering due 2032

Celcuity Inc. (NASDAQ: CELC) announced a proposed public offering of $400 million in convertible senior notes due 2032. The clinical-stage biotechnology company also granted underwriters a 30-day option to purchase up to an additional $60 million in notes to cover over-allotments.

The convertible notes will be unsecured senior obligations of the company with semi-annual interest payments. The notes mature on August 1, 2032, unless converted, redeemed or repurchased earlier. Upon conversion, Celcuity may pay cash, common stock shares, or a combination of both. Interest rate, conversion rate, offering price and other terms remain to be determined at pricing.

Celcuity plans to use net proceeds to fully repay outstanding obligations under its loan agreement with Oxford Finance, LLC and associated lenders. Remaining funds will support working capital and general corporate purposes, including clinical trials, commercial launch activities, research and development, and potential acquisitions of businesses, technologies or products.

Jefferies, J.P. Morgan, TD Cowen and Guggenheim Securities serve as joint book-running managers. LifeSci Capital acts as lead manager, while Craig-Hallum and Wolfe | Nomura Alliance serve as co-managers.

The offering remains subject to market and other conditions, with no assurance regarding completion timing or final terms. The company has filed a registration statement and preliminary prospectus supplement with the Securities and Exchange Commission.

Celcuity develops targeted therapies for solid tumor treatments. Its lead candidate, gedatolisib, is a kinase inhibitor targeting the PI3K/AKT/mTOR pathway currently being evaluated in Phase 3 clinical trials for breast cancer treatment.

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