Celcuity prices $175 million convertible notes and stock offerings

Celcuity Inc. (NASDAQ: CELC) announced the pricing of two concurrent public offerings: $175 million in 2.750% convertible senior notes due 2031 and an equity offering of 1,836,842 common shares at $38.00 per share plus pre-funded warrants for up to 400,000 shares at $37.999 per warrant.

The convertible notes will pay interest semiannually at 2.750% per year beginning February 1, 2026, and mature August 1, 2031. The notes can be converted at an initial rate of 19.4932 shares per $1,000 principal amount, equivalent to a conversion price of approximately $51.30 per share, representing a 35% premium above the common stock offering price.

Underwriters received 30-day options to purchase an additional $26.25 million in convertible notes and up to 335,526 additional common shares. The convertible notes offering is expected to close August 1, 2025, while the stock offering is expected to close July 31, 2025.

The Minneapolis-based clinical-stage biotechnology company estimates net proceeds of approximately $248.7 million after underwriting discounts and expenses. Celcuity plans to use proceeds for working capital and general corporate purposes, including clinical trials, commercial launch activities, research and development, and business expansion.

The company decided not to enter into capped call transactions initially contemplated in connection with the convertible notes pricing. This decision may lead some convertible note investors to hedge their equity price risk through alternative derivative transactions or by selling common stock, potentially affecting the stock and notes' market prices.

Jefferies, TD Cowen and Leerink Partners serve as joint book-running managers for both offerings, with LifeSci Capital as lead manager for the convertible notes offering.

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