DEF 14A of Celcuity Inc., Apr 2, 2026

DEF 14A of Celcuity Inc.

Filed Apr 2, 2026 · FY20250001493152-26-014937

Open on EDGAR

  1. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON May 14, 2026

    | 4. | To approve the Celcuity Inc. 2026 Stock Incentive Plan; |

  2. 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2026

    | 4. | To approve the Celcuity Inc. 2026 Stock Incentive Plan; |

  3. Notice and Access Delivery

    | ● | FOR the approval of the Celcuity Inc. 2026 Stock Incentive Plan (Proposal 4). |

  4. Nominees for Election

    Nominees for Election The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the eight persons named in the table below for election as directors at the Annual Meeting. Each nominee listed below currently serves as a director of Celcuity, and each nominee was elected as a director at our 2025 annual meeting, other than Mr. Romp. Mr. Romp was appointed as a director by the Board, effective on February 11, 2026, and was identified through the Board’s comprehensive director recruitment process.

  5. Nominees for Election

    | Name of Nominee | Age | Position Held with Celcuity Inc. | Director Since | | Richard E. Buller | 76 | Director | 2019 | | David F. Dalvey | 67 | Director | 2014 | | Leo T. Furcht | 79 | Director | 2019 | | Lance G. Laing | 64 | Director, Chief Science Officer, Vice President, and Secretary | 2012 | | Polly A. Murphy | 61 | Director | 2022 | | Richard J. Nigon | 78 | Director | 2017 | | Charles R. Romp | 58 | Director | 2026 | | Brian F. Sullivan | 64 | Chairman of the Board and Chief Executive Officer | 2012 |

  6. Nominees for Election

    The Board has determined that each of Richard E. Buller, David F. Dalvey, Leo T. Furcht, Polly A. Murphy, Richard J. Nigon and Charles R. Romp qualifies as an independent director under the rules of the Nasdaq Stock Market (the “Nasdaq Listing Rules”). Accordingly, the Board is and will be composed of a majority of independent directors. Set forth below with respect to each director nominee standing for election at the Annual Meeting is each nominee’s principal occupation and business experience during at least the past five years, the names of other publicly-held companies for which such nominee serves or has served as a director during such period and the experience, qualifications, attributes or skills that have led the Board to conclude that each nominee should serve as a director of the Company. Richard E. Buller, M.D., Ph.D., has over 15 years of experience leading oncology clinical development and translational medicine departments at major pharmaceutical companies. He has participated in the development of 15 drugs and several companion diagnostics that received U.S. FDA approval. Dr. Buller most recently served as Head Oncology Clinical Development and Vice President of Translational Oncology at Pfizer Inc. (“Pfizer”), one of the world’s largest pharmaceutical companies, until he retired in 2016. He had previously served as Vice President of Translational Medicine at Exelixis, a leading biopharmaceutical company, where he led efforts to study patients selected by molecular testing for inclusion in their phase 2 and phase 3 clinical trials. He began his pharmaceutical company career at GlaxoSmithKline as Director of the Oncology Medicine Development Center. Prior to his leadership positions in drug development, he was Professor of Gynecologic Oncology at the University of Iowa, where he led laboratory research focused on identifying genomic variants involved in ovarian cancer. He received his M.D. from the Baylor College of Medicine, where he also received his Ph.D. in cell biology. Among other attributes, skills and qualifications, the Board believes Dr. Buller is uniquely qualified to serve as a director based on his oncology drug and diagnostic development expertise. David F. Dalvey has more than 30 years of experience in the fields of corporate finance and venture capital, working primarily with growth-oriented technology and life-science businesses. He has over ten years of corporate finance advisory experience with two national investment banks, completing over 150 individual transactions. He has been the General Partner of Brightstone Venture Capital, a venture capital management company, since September 2000. Brightstone is a 25-year old venture capital management company that has raised and managed ten venture partnerships. Previously, he held management positions with R.J. Steichen & Company, an investment bank, from 1995 to 2000, The Food Fund LP, a venture capital firm, from 1992 to 1995 and Wessels, Arnold & Henderson, an investment bank, from 1987 to 1992. Mr. Dalvey served on the board of directors for Navarre Corporation (now Speed Commerce, Inc.) from 2009 until November 2012, on the board of managers for Blue Rock Market Neutral Fund, a mutual fund registered under the Investment Company Act of 1940, from 2000 to 2014 and on the board of directors for Digitiliti, Inc. from July 2011 until October 2012. Mr. Dalvey has significant operational exposure as a board director or advisor to many other public and privately held growth businesses and has served on these companies’ audit, strategic or governance committees, including companies such as HomeSpotter, Definity Health, AppTec Laboratories, CHF Solutions, Bite Squad, Agiliti, and Nature Vision. Mr. Dalvey received a B.S. in Business/Management Economics from the University of Minnesota. Among other attributes, skills and qualifications, the Board believes Mr. Dalvey is uniquely qualified to serve as a director based on his leadership experience in operating both public and private companies and his experience working in the investment community and with investment firms, which enable him to bring valuable insight and knowledge to our Board. Leo T. Furcht, M.D., is currently Allen-Pardee Professor of Cancer Biology and Head of the Department of Laboratory Medicine and Pathology at the University of Minnesota and a member of the Division of Molecular Pathology and Genomics. He served as Chairman of the Board of Directors for University of Minnesota Physicians, the Medical School practice plan with approximately 700 physicians, from 2004 to 2014. He was also the founding Director of the Biomedical Engineering Center from 1990 to 2001, where he led efforts to establish stem cell and molecular diagnostics expertise at the University of Minnesota. He has published more than 180 scientific papers and holds more than 30 patents in the fields of polypeptides, biomaterials and adult stem cells. His business experience includes co-founding two medical technology companies, South Bay Medical, a medical device company that was acquired by Mentor Corporation, and Diascreen, a diagnostics company, which was later acquired by Chronimed. Among other attributes, skills and qualifications, the Board believes Dr. Furcht is uniquely qualified to serve as a director based on his research in tumor cell behavior and extracellular matrix proteins, his role as Head of the University of Minnesota’s Department of Laboratory Medicine and Pathology and his experience in several biotechnology start-ups. Lance G. Laing, Ph.D., is our co-founder and has served as Chief Science Officer, Vice President, Secretary and a director since we commenced operations in 2012. Dr. Laing’s career spans more than 20 years in drug discovery research and technology development. He received his doctorate in biophysics and biochemistry from The Johns Hopkins University and completed a National Institutes of Health post-doctoral fellowship at Washington University Medical School in biophysics. He has received 27 U.S. patents and has several U.S. patents pending. His drug discovery research career began at Scriptgen/Anadys Pharmaceuticals (purchased by Novartis), where he worked under Professor Peter Kim. He also was Director of Chemistry and Bioapplications and Director of Detection Product Development for two companies that each developed instruments similar to those used by Celcuity. His work at these two instrument companies gave him unique expertise and experience in developing a variety of patented applications for these instruments. Most recently, he served as an executive director for an international drug discovery and development company. Among other attributes, skills and qualifications, the Board believes Dr. Laing is uniquely qualified to serve as a director based on his significant research, medical and scientific expertise.

  7. Nominees for Election

    Polly A. Murphy, D.V.M., Ph.D., served as Chief Business Officer at Avadel Pharmaceuticals plc from May 2024 through Alkermes plc’s acquisition of Avadel in February 2026. Prior to that, Dr. Murphy was Chief Business Officer at UroGen Pharma, Inc. from August 2020 through May 2024 and served in various leadership roles at Pfizer from September 2008 to August 2020, including as Vice President and Head of Early Commercial Development, Pfizer Oncology Business Unit, from January 2019 to August 2020, Vice President and Head of Global Marketing and Commercial Development, Pfizer Oncology Business Unit, from June 2017 to December 2018 and Vice President and Head of Strategy and Business Development for Pfizer China from November 2013 to May 2018. Prior to Pfizer, Dr. Murphy worked in the biopharmaceuticals industry or academia for more than 20 years. Since August 2020, Dr. Murphy has served on the board of directors of Atea Pharmaceuticals, Inc., a publicly held company. Dr. Murphy received her D.V.M. and Ph.D. from Iowa State University and her M.B.A. from Nova Southeastern University. Among other attributes, skills and qualifications, the Board believes Dr. Murphy is uniquely qualified to serve as a director based on her extensive experience in strategy, business development and commercialization within the pharmaceutical industry. Richard J. Nigon is currently Senior Vice President of Cedar Point Capital, LLC, a private company that raises capital for early-stage companies, where he has served since 2007. Mr. Nigon has also been a board member for Northern Technologies International Corporation, since February 2010, including serving as its non-executive Chairman of the board of directors since November 2012. Mr. Nigon also serves as a director of several private companies. Mr. Nigon previously served as a board member for Tactile Systems Technology from September 2012 to May 2022, Vascular Solutions, Inc. from November 2000 to February 2017, when it was acquired by Teleflex Incorporated, and as a board member for Virtual Radiologic Corporation from May 2007 until it was acquired in July 2010. From February 2001 until December 2006, Mr. Nigon was a Director of Equity Corporate Finance for Miller Johnson Steichen Kinnard, a privately held investment firm, which was acquired in December 2006 by Stifel Nicolaus, a brokerage and investment banking firm. After that acquisition, Mr. Nigon became a Managing Director of Private Placements of Stifel Nicolaus until May 2007. From February 2000 to February 2001, Mr. Nigon served as the Chief Financial Officer of Dantis Inc., a web hosting company. Prior to joining Dantis, Mr. Nigon was employed by Ernst & Young LLP from 1970 to 2000, where he served as a partner from 1981 to 2000. While at Ernst & Young, Mr. Nigon served as the Director of Ernst & Young’s Twin Cities Entrepreneurial Services Group and was the coordinating partner on several publicly-traded companies in the consumer retailing and manufacturing sectors. Among other attributes, skills and qualifications, the Board believes Mr. Nigon is uniquely qualified to serve as a director because of his extensive public accounting and auditing experience, including experience with emerging growth companies. The Board also believes that Mr. Nigon will bring a strong background in financial controls and reporting, financial management, financial analysis, SEC reporting requirements and mergers and acquisitions. His strategic planning expertise gained through his management and leadership roles at private investment firms also makes him well-suited to serve as a member of the Board. Charles (Chip) R. Romp is currently Chief Executive Officer of Secura Bio, an integrated, commercial-stage pharmaceutical company dedicated to the worldwide development and commercialization of oncology therapies, where he served as Chief Executive Officer since October 2024. Mr. Romp previously served as Executive Vice President, Commercial U.S., at Seagen Inc., where he was a member of the Executive Committee and oversaw the company’s entire commercial organization before its sale to Pfizer. He joined Seagen in 2010 as one of its first commercial employees, where he managed the growth and expansion of ADCETRIS® (brentuximab vedotin), PADCEV® (enfortumab vedotin-ejfv), TUKYSA® (tucatinib) and TIVDAK® (tisotumab vedotin-tftv). Prior to Seagen, Mr. Romp held several senior sales leadership positions at Genentech, Inc., where he was responsible for both oncology and immunology products, including AVASTIN® (bevacizumab), RITUXAN® (rituximab) and XOLAIR® (omalizumab). Mr. Romp received a Bachelor of Arts from the University of Florida and an MBA from Saint Leo University in Florida. Among other attributes, skills and qualifications, the Board believes Mr. Romp is uniquely qualified to serve as a director because of his deep experience commercializing significant oncology drugs. Brian F. Sullivan is our co-founder and has served as Chairman of the Board and Chief Executive Officer since we commenced operations in 2012. Mr. Sullivan has over 30 years of experience founding and building successful, high growth technology companies. He was Chairman and CEO of SterilMed, a medical device reprocessing company, from 2003, when he led an investment group to acquire a majority interest, until its sale to Ethicon Endo-Surgery Inc., a Johnson & Johnson company, for $330 million in 2011. Previously, he was co-founder and Chief Executive Officer of Recovery Engineering, a filtration company, which he took public and subsequently sold to Procter & Gamble for $265 million in 1999. Mr. Sullivan previously served on the board of directors of two publicly-held companies, Entegris, Inc. and Virtual Radiologic Inc. Mr. Sullivan has received nine U.S. patents and has several patents pending. He graduated magna cum laude with distinction from Harvard College with an A.B. in economics. Among other attributes, skills and qualifications, the Board believes Mr. Sullivan is uniquely qualified to serve as a director based on his extensive operational and business development experience, and his knowledge in building stockholder value, growing a company from inception and navigating significant corporate transactions and the public company process.

  8. PROPOSAL NO. 4 APPROVAL OF THE CELCUITY INC. 2026 STOCK INCENTIVE PLAN

    PROPOSAL NO. 4 APPROVAL OF THE CELCUITY INC. 2026 STOCK INCENTIVE PLAN The Board has approved, subject to stockholder approval, the Celcuity Inc. 2026 Stock Incentive Plan (the “2026 Plan”). The 2026 Plan will become effective on the date it is approved by our stockholders and will replace the existing Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan (the “2017 Plan”), which is the only plan under which equity awards are currently being granted. If the 2026 Plan is approved by the stockholders, no new awards will be made under the 2017 Plan. A copy of the 2026 Plan is attached to this Proxy Statement as Appendix A. As we continue to execute our clinical development and commercialization plans, we anticipate the need to maintain compensation at competitive levels for existing employees and to add new employees. In order to retain current employees and to motivate individuals to accept offers of employment, we must provide compensation that is competitive with levels offered by other biopharmaceutical companies. Since equity grants are a significant component of the compensation packages offered to employees in the biopharmaceutical industry, we must continue to be able to make equity grants in order to retain current employees and to hire new ones. The proposed 2026 Plan will allow us to continue to meet this need and enable us to remain competitive while supporting our future growth and development.

  9. Reasons for Approval of the 2026 Plan Proposal

    Reasons for Approval of the 2026 Plan Proposal Stockholder approval of the 2026 Plan is being sought in order to (i) satisfy the stockholder approval requirements of the Nasdaq Stock Market (“Nasdaq”) for the establishment of an equity plan, and (ii) satisfy the stockholder approval requirements under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), for the grant of incentive stock options. If the 2026 Plan is not approved by our stockholders, the 2026 Plan will not become effective and the Company will not be able to grant equity awards under the 2026 Plan. Our Board believes that the Company’s ability to recruit, retain and incentivize top talent will be adversely affected if the 2026 Plan is not approved.

  10. Key Features of the 2026 Plan

    | ● | No Liberal Definition of “Change in Control.” The 2026 Plan’s definition of a “Change in Control” requires the actual consummation of a specified transaction. No change in control would be triggered solely by stockholder approval of a business combination transaction, the announcement or commencement of a tender offer, or any board assessment that a change in control may be imminent. |

  11. Key Features of the 2026 Plan

    | ● | Limits on Dividends and Dividend Equivalents. The 2026 Plan prohibits the payment of dividends and dividend equivalents on stock options and SARs, and requires that any dividends and dividend equivalents payable or credited on unvested full value awards must be subject to the same restrictions and risk of forfeiture as the underlying shares or share equivalents. |

  12. Key Features of the 2026 Plan

    | ● | No Tax Gross-Ups. The 2026 Plan does not provide for any Section 280G tax gross-ups. |

  13. Basis for Requested Share Reserve

    | ● | Long-term equity is a key component of our compensation programs. The Board believes that equity awards help to attract, motivate and retain talented leaders, employees and directors. |

  14. Basis for Requested Share Reserve

    | ● | Equity awards align participant and stockholder interests. Equity awards, the value of which depends on our stock performance, and which require continued service with the Company over time before any value can be realized, link participant compensation to the Company’s performance and maintain a culture of success based on stock ownership. |

  15. Basis for Requested Share Reserve

    | As of March 17, 2026 | Total Potential Dilution | | Stock options outstanding | 5,751,547 | | Weighted-average exercise price per share of stock options outstanding | $20.52 | | Weighted-average remaining term of stock options outstanding | 7.8 years | | Restricted stock awards and stock units outstanding | 67,724 | | Total awards outstanding under the 2017 Plan | 5,819,271 | | Remaining shares available for grant under the 2017 Plan | 2,999,149 | | Common stock outstanding | 48,336,675 | | Total dilution prior to approval of the 2026 Plan | 18.2% | | Proposed shares available for grant under the 2026 Plan* | 3,000,000 | | Proposed dilution after approval of the 2026 Plan | 18.2% |

  16. Description of the 2026 Plan

    Description of the 2026 Plan Purpose. The purpose of the 2026 Plan is to attract and retain the best available personnel for positions of responsibility with the Company, to provide additional equity incentives to them and align their interests with those of the Company’s stockholders, and to thereby promote the Company’s long-term business success. Plan Administration. The 2026 Plan will be administered by our Compensation Committee unless otherwise designated by the Board. The Compensation Committee has the authority to determine the persons to whom awards will be granted, the timing, type, and number of shares covered by each award, and the terms and conditions of the awards. The Compensation Committee may also adopt sub-plans, establish and modify rules to administer the 2026 Plan, interpret the 2026 Plan and any related award agreement, cancel or suspend an award, accelerate the vesting of an award, and otherwise modify or amend the terms of outstanding awards to the extent permitted under the 2026 Plan, and require or permit the deferral of the settlement of an award. Except in connection with equity restructurings and other situations in which share adjustments are specifically authorized, the 2026 Plan prohibits the Compensation Committee from repricing any outstanding “underwater” option awards or SARs without the prior approval of our stockholders. For these purposes, a “repricing” includes amending the terms of an underwater option or SAR award to lower the exercise price, canceling an underwater option or SAR award in conjunction with granting a replacement option or SAR award with a lower exercise price, canceling an underwater option or SAR award in exchange for cash, other property or grant of a new full value award, or otherwise making an underwater option or SAR award subject to any action that would be treated under accounting rules as a “repricing.” Shares Available. The total number of shares of our common stock that may be subject to awards and be issued under the 2026 Plan is 3,000,000. The number of shares reserved for issuance under the 2026 Plan will automatically increase on January 1 of each year commencing in 2027 and ending on (and including) January 1, 2036, by the lesser of (i) the number of shares equal to 1.0% of the aggregate number of outstanding shares of our common stock as of the immediately preceding December 31, or (ii) such number of shares as determined by our Board. In addition, any shares of common stock that are subject to an award under the 2026 Plan, and any shares subject to an award granted under the 2017 Plan which is outstanding on the date that the 2026 Plan becomes effective, that expires, is cancelled or forfeited, or is settled or paid in cash will, to the extent of such expiration, cancellation, forfeiture or cash settlement, automatically again become available for issuance under the 2026 Plan. However, any shares of common stock tendered or withheld to pay the exercise price or satisfy a tax withholding obligation in connection with any award, any shares repurchased by the Company using option exercise proceeds and any shares subject to a SAR award that are not issued in connection with the stock settlement of the SAR award on its exercise may not be used again for new grants. The share limitations under the 2026 Plan are subject to adjustment for changes in our corporate structure or shares, as described below. No further awards may be made under the 2017 Plan. Share Adjustment Provisions. If certain transactions with our stockholders occur that cause the per share value of our common stock to change, such as stock splits, spin-offs, stock dividends, or certain recapitalizations (referred to as “equity restructurings”), the Compensation Committee will equitably adjust (i) the class of shares issuable and the maximum number and kind of shares subject to the 2026 Plan, (ii) outstanding awards as to the class, number of shares, and exercise price per share, and (iii) the vesting criteria of any outstanding award that is performance-based in order to substantially maintain the criteria for evaluating the performance goal set forth in the award. Other types of transactions may also affect our common stock, such as reorganizations, mergers, or consolidations. If there is such a transaction and the Compensation Committee determines that adjustments of the type previously described in connection with equity restructurings would be appropriate to prevent any dilution or enlargement of benefits under the 2026 Plan, the Compensation Committee will make such adjustments as it may deem equitable. Eligible Participants. Employees, consultants and non-employee directors of the Company or its subsidiaries will be eligible to receive awards under the 2026 Plan. As of March 17, 2026, 178 employees, six non-employee directors, and an indeterminable number of consultants would be eligible for selection to receive awards under the 2026 Plan. Vesting. The Compensation Committee will determine the vesting conditions for an award, which may include service or satisfying performance goals over a set performance period. Unless the Compensation Committee provides otherwise, if a participant takes an unpaid leave of absence, vesting will be suspended during such leave unless the participant has a right to reemployment under applicable law. Types of Awards. The 2026 Plan permits us to grant stock option awards, SAR awards, restricted stock awards, stock unit awards and other stock-based awards to eligible recipients. These types of awards are described in more detail below. Stock Options. U.S. employees may be granted options to purchase common stock that qualify as “incentive stock options” within the meaning of Code Section 422, and any eligible recipient may be granted options to purchase common stock that do not qualify as incentive stock options, referred to as “non-qualified stock options.” The maximum number of shares that may be issued upon the exercise of incentive stock option awards under the 2026 Plan is 3,000,000. The per share exercise price to be paid by a participant at the time an option is exercised may not be less than 100% of the fair market value of one share of our common stock on the date of grant (or 110% for certain stockholders), unless the option is granted as a substitute award. “Fair market value” under the 2026 Plan means the closing sale price of a share of our common stock on the Nasdaq on the applicable date. The total purchase price of the shares to be purchased upon exercise of an option will be paid by the participant in cash unless the Compensation Committee allows exercise payments to be made in another form, including: (i) by means of a broker-assisted sale and remittance program; (ii) by delivery to us (or attestation as to ownership) of shares of common stock already owned by the participant; or (iii) by a “net exercise” of the option in which a portion of the shares otherwise issuable upon exercise of the option are withheld by us, or such other method permitted by the Compensation Committee. Any shares delivered or withheld in payment of an exercise price will be valued at their fair market value on the exercise date. Our executive officers may not pay the exercise price of an option with a loan from or arranged by the Company. An option will vest and become exercisable at such times, in such installments and subject to such conditions as may be determined by the Compensation Committee, and no option may have a term greater than ten years from its date of grant. No dividends or dividend equivalents may be paid with respect to shares subject to an option.

  17. Description of the 2026 Plan

    The aggregate fair market value of shares of our common stock with respect to which incentive stock options granted to any participant may first become exercisable during any calendar year may not exceed $100,000. Any incentive stock options that become exercisable in excess of this amount will be treated as non-qualified stock options. Stock Appreciation Rights. A SAR award provides the right to receive a payment from us equal to the difference between (i) the fair market value as of the date of exercise of the number of shares of our common stock as to which the SAR is being exercised, and (ii) the aggregate exercise price of that number of shares. The Compensation Committee determines whether payment will be made in shares of our common stock, cash, or a combination of both. The exercise price per share of a SAR award will be determined by the Compensation Committee, but may not be less than 100% of the fair market value of one share of our common stock on the date of grant, unless the SAR is granted as a substitute award as described earlier. No dividends or dividend equivalents may be paid or credited with respect to shares subject to a SAR award. A SAR award may not have a term greater than ten years from its date of grant, and will be subject to such other terms and conditions, consistent with the terms of the 2026 Plan, as may be determined by the Compensation Committee. Restricted Stock Awards. A restricted stock award is an award of our common stock that vests at such times and in such installments as may be determined by the Compensation Committee. Until it vests, the shares subject to the award are subject to restrictions on transferability and the possibility of forfeiture. The Compensation Committee may impose such restrictions or conditions to the vesting of restricted stock awards as it deems appropriate, including that the participant remain continuously in our service for a certain period or that we, or any of our subsidiaries or business units, satisfy specified performance goals. Any dividends or distributions payable with respect to shares that are subject to the unvested portion of a restricted stock award will be subject to the same restrictions and risk of forfeiture as the underlying shares to which such dividends or distributions relate. Participants are entitled to vote shares of restricted stock prior to the time they vest. Stock Unit Awards. A stock unit award is a right to receive the fair market value of a specified number of shares of our common stock, payable in cash, shares, or a combination of both, that vests at such times, in such installments and subject to such conditions as may be determined by the Compensation Committee. Until it vests, a stock unit award is subject to restrictions and the possibility of forfeiture. Stock unit awards will be subject to such terms and conditions, consistent with the other provisions of the 2026 Plan, as may be determined by the Compensation Committee. The Compensation Committee may provide for the payment or crediting of dividend equivalents on stock unit awards and other stock-based awards, but any such dividend equivalents paid or credited on unvested awards will be subject to the same restrictions and risk of forfeiture as the underlying units or other share equivalents to which such dividend equivalents relate. Other Stock-Based Awards. The Compensation Committee may grant awards of common stock and other awards that are valued by reference to and/or payable in shares of our common stock under the 2026 Plan. The Compensation Committee has discretion to determine the terms and conditions of such awards. Performance-Based Awards. Any award granted under the 2026 Plan may be a performance-based award if the lapsing of restrictions as well as the vesting and payment of such awards, as applicable, are subject to the achievement of one or more performance goals over a specified performance period, all as determined by the Compensation Committee. The performance goals may, but are not required to, include one or more of the following: revenue, cash flow, gross profit, earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization and net earnings, earnings per share, margins (including one or more of gross, operating and net income margins), returns (including one or more of return on assets, equity, investment, capital and revenue and total stockholder return), stock price, working capital, market share, cost reductions, workforce satisfaction and diversity goals, employee retention, customer satisfaction, individual performance, completion of key projects and strategic plan development and implementation. The Compensation Committee will select the applicable performance measures and performance period, establish the corresponding performance goals for any performance period, specify in terms of a formula or standard the method for calculating the amount payable to a participant if the performance goal(s) are satisfied, and determine the degree to which the relevant performance goals have been satisfied as well as any amount payable. The Compensation Committee may adjust any amount determined to be otherwise payable in connection with such an award. Transferability. In general, no right or interest in any award under the 2026 Plan may be assigned or transferred by a participant except by will or the laws of descent and distribution. However, the Compensation Committee may provide that an award (other than an incentive stock option) may be transferable by gift to a participant’s family member (including certain trusts and other entities) or pursuant to a domestic relations order. Any permitted transferee of such an award will remain subject to all the terms and conditions of the award applicable to the participant. Termination of Service. Unless otherwise set forth in an applicable agreement, if a participant’s employment or other service relationship with us is terminated for “Cause,” all unexercised option and SAR awards and all unvested portions of any other outstanding awards will be immediately forfeited. For purposes of the 2026 Plan, “Cause” is “cause” as defined in an employment, severance or other agreement between a participant and the Company or its subsidiaries, or in the absence of such an agreement or definition, a participant’s (i) dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or attempted injury related to the Company or any subsidiary, (ii) substantial failure to perform his or her duties or gross negligence in the performance of such duties, (iii) any unlawful or criminal activity of a serious nature, or (iv) any material breach of any employment, service, confidentiality or non-compete agreement entered into with the Company or any subsidiary. Upon a participant’s death, all outstanding awards will immediately vest. Upon a separation from service for any reason other than Cause, all unvested and unexercisable portions of any outstanding awards will be immediately forfeited. Vested and exercisable options and SARs will generally remain exercisable for a period of three months following termination of service, or for a period of one year in the case of death or disability, or for a period of six months in the case of retirement. A termination will be considered a “retirement” in accordance with the applicable retirement or pension plan or practice of the Company or subsidiary.

  18. Description of the 2026 Plan

    Change in Control. The 2026 Plan provides that, in the event of an acquisition of voting control of our Company, specified types of mergers or consolidations, or a sale, lease, or other disposition of all or substantially all of our assets (a “Change in Control”), (A) all options and SARs shall become fully vested and exercisable for a period of time determined by the Compensation Committee prior to the effective date of the Change in Control, and shall terminate upon the Change in Control, (B) all outstanding full value awards (including restricted stock and stock units) shall become fully vested, and (C) to the extent vesting of any award is subject to the satisfaction of specified performance goals, such award shall be deemed “fully vested” at the greater of target or actual performance levels. In addition, the Compensation Committee may provide that all outstanding awards shall be cancelled at or immediately prior to the effective time of the Change in Control in exchange for a payment equal to (i) with respect to options and SARs, the excess, if any, of the fair market value of the consideration that would otherwise be received in the Change in Control over the aggregate exercise price for such shares, and (ii) with respect to full value awards, the fair market value of the consideration that would otherwise be received in the Change in Control for the shares subject to the award. In the event that an option or SAR is underwater, it may be cancelled without payment. Payment may be made in cash, the form of consideration received in the transaction, or other consideration, as determined by the Compensation Committee. In the event of proposed dissolution or liquidation of the Company, all awards will terminate immediately prior to consummation of such proposed action. Termination; Amendment. The 2026 Plan will terminate on the tenth anniversary of the effective date, or if earlier, the date when all shares subject to the 2026 Plan are distributed and all awards have expired or terminated. In addition, the 2026 Plan may be terminated or amended at any time by our Board; provided that no amendment will be effective unless approved by the stockholders of the Company to the extent stockholder approval is necessary to satisfy applicable laws or Nasdaq Listing Rules. Termination, suspension, or amendment of the 2026 Plan or an amendment to an outstanding award may not adversely affect any outstanding award without the consent of the affected participant, except for amendments necessary to comply with applicable laws or Nasdaq Listing Rules. Clawback and Recoupment. All awards under the 2026 Plan will be subject to the Company’s clawback policy. For more information about our current executive compensation recoupment policies, see “Meetings and Committees of the Board of Directors – Compensation Committee.”

  19. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards We have established processes to ensure that the timing of any stock option grants to executives is not influenced by material nonpublic information (“MNPI”), and that all grant decisions are made based on a predetermined schedule, taking into account factors like employee performance and market conditions, regardless of any upcoming announcements or events that could impact our stock price. The Compensation Committee carefully reviews any potential MNPI before granting options and will delay a grant if necessary to avoid any appearance of impropriety related to the timing of the award.

  20. Nominating and Corporate Governance Committee

    | ● | An annual equity award with a fair market value of $100,000, payable in the form of restricted stock awards, stock options or a combination of both, at the director’s election. |

  21. Nominating and Corporate Governance Committee

    Pursuant to this policy, during 2025, Celcuity’s non-employee directors received compensation in the form of an equity award with a fair market value of $100,000 as of May 19, 2025, the date of grant, as well as cash compensation in the amount of $7,500 per quarter for each of two quarters and $12,500 per quarter for each of two quarters, for total cash compensation of $40,000. Dr. Buller received the equity award in the form of restricted stock and a stock option. Dr. Buller received 1,029 shares of restricted stock, which was determined by dividing $11,000 by the closing price of a share of the Company’s common stock on the date of grant. The restricted stock will vest with respect to 100% of the shares on April 30, 2026. Dr. Buller also received a stock option for the purchase of 12,503 shares, the number of shares that results in the option having a Black-Scholes value of $89,000 as of the date of grant. Mr. Dalvey, Dr. Furcht, Dr. Murphy, and Mr. Nigon each received their entire equity award in the form of a stock option. Each stock option is for the purchase of 14,048 shares, the number of shares that result in the option having a Black-Scholes value of $100,000 as of the date of grant. The stock options granted to all five directors have an exercise price of $10.69 per share, which is equal to the closing price of a share of the Company’s common stock on the date of grant. The above stock options will vest and become exercisable with respect to 100% of the shares on April 30, 2026, and will remain exercisable for the remainder of the ten-year term. The Compensation Committee has not yet determined compensation for the non-employee directors for the year running May 2026 – April 2027.

  22. Fiscal Year 2025 Director Compensation

    Fiscal Year 2025 Director Compensation The table below summarizes the compensation paid by the Company to its non-employee directors for the year ended December 31, 2025. Mr. Sullivan and Dr. Laing are not included in this table since they are each an employee of the Company and receive no compensation for their services as a director. Each of Mr. Sullivan and Dr. Laing are included in the Summary Compensation Table under “Executive Compensation” below. Mr. Romp is not included in this table because he was appointed to the Board on February 11, 2026.

  23. Fiscal Year 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards(1)(2) | Option Awards(1)(3) | Total | | Richard E. Buller | $40,000 | $11,000 | $89,000 | $140,000 | | David F. Dalvey | $40,000 | $- | $100,000 | $140,000 | | Leo T. Furcht | $40,000 | $- | $100,000 | $140,000 | | Polly A. Murphy | $40,000 | $- | $100,000 | $140,000 | | Richard J. Nigon | $40,000 | $- | $100,000 | $140,000 |

  24. Fiscal Year 2025 Director Compensation

    | (1) Reflects the aggregate grant date fair value of equity awards to each director during 2025, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). Refer to “Note 9 – Stock-Based Compensation” in the audited financial statements included in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of the assumptions used in calculating the award amount. |

  25. Fiscal Year 2025 Director Compensation

    | (2) As of December 31, 2025, Dr. Buller held 7,789 shares of restricted stock, and Mr. Dalvey, Dr. Furcht, Dr. Murphy and Mr. Nigon held no shares of restricted stock. |

  26. Fiscal Year 2025 Director Compensation

    | (3) The aggregate number of stock options held by each of the directors listed in the table above as of December 31, 2025 was as follows: Dr. Buller, options to purchase 58,835 shares; Mr. Dalvey, options to purchase 89,714 shares; Dr. Furcht, options to purchase 94,526 shares; Dr. Murphy, options to purchase 60,146 shares; and Mr. Nigon, options to purchase 104,677 shares. |

  27. Fiscal Year 2025 Director Compensation

    BENEFICIAL OWNERSHIP OF COMMON STOCK The following table contains information regarding the beneficial ownership of Celcuity’s common stock as of March 17, 2026 (except as otherwise indicated) by (i) each person who is known by Celcuity to beneficially own more than 5% of the outstanding shares of our common stock; (ii) each director of Celcuity; (iii) each director nominee; (iv) each named executive officer of Celcuity; and (v) all executive officers and directors as a group. Unless otherwise noted, each person or group identified possesses sole voting and investment power with respect to such shares and the business address of each person is c/o Celcuity Inc., 2800 Campus Drive, Suite 140, Minneapolis, MN 55441.

  28. Fiscal Year 2025 Director Compensation

    | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership (1)(2) | Percent of Class (3) | | 5% Stockholders | | | | Avoro Capital Advisors LLC (4) | 3,111,111 | 6.44% | | Baker Bros. Advisors LP (5) | 9,582,874 | 19.99% | | Perceptive Advisors LLC (6) | 3,160,200 | 6.54% | | Directors and Named Executive Officers | | | | Richard E. Buller | 66,624 | * | | David F. Dalvey (7) | 179,714 | * | | Leo T. Furcht | 105,526 | * | | Vicky Hahne | 248,851 | * | | Lance G. Laing | 1,596,891 | 3.28% | | Polly A. Murphy | 62,646 | * | | Richard J. Nigon | 203,602 | * | | Charles R. Romp | 215 | * | | Brian F. Sullivan (8) | 4,264,953 | 8.62% | | All directors and executive officers as a group (9 individuals) | 6,729,022 | 13.33% |

  29. Fiscal Year 2025 Director Compensation

    * Less than 1%

  30. Fiscal Year 2025 Director Compensation

    | (1) The beneficial ownership reported in the table includes shares of common stock the beneficial owners have the right to acquire within 60 days of March 17, 2026 upon the exercise of stock options, warrants or pre-funded warrants or conversion of preferred stock, subject to the beneficial ownership limitations described in Note 2 below. |

  31. Fiscal Year 2025 Director Compensation

    | (2) With respect to Baker Bros. Advisors LP (the “Adviser”), the beneficial ownership shown above includes the number of shares of common stock that may be acquired upon exercise of pre-funded warrants issued under the Securities Purchase Agreement, dated October 18, 2023, by and among the Company and the investors named therein, assuming any such exercises occur within 60 days of March 17, 2026; provided, however, that the maximum number of shares of common stock that may be acquired upon such conversions or exercises is limited such that the beneficial ownership of such stockholder and its affiliates will not exceed 4.99%. However, on March 20, 2026, the Adviser submitted written notice to the Company to increase this beneficial ownership limitation from 4.99% to 19.99%, effective on May 20, 2026. With respect to officers and directors, the beneficial ownership shown above includes the number of shares of common stock the beneficial owners have the right to acquire within 60 days of March 17, 2026 upon the exercise of stock options or warrants, as follows: Dr. Buller, 58,835 shares; Mr. Dalvey, 89,714 shares; Dr. Furcht, 94,526 shares; Ms. Hahne, 229,042 shares; Dr. Laing, 346,891 shares; Dr. Murphy 57,646 shares; Mr. Nigon, 114,567 shares; Mr. Romp, no shares; Mr. Sullivan, 1,143,970 shares; and all directors and executive officers as a group, 2,135,191 shares. | | (3) Calculated based on 48,336,675 issued and outstanding shares of Celcuity common stock as of March 17, 2026, plus, for each beneficial owner, any securities that such person has the right to acquire within 60 days of March 17, 2026. | | (4) In a Schedule 13G filed on February 17, 2026, Avoro Capital Advisors LLC (“Avoro”) and Dr. Behzad Aghazadeh reported sole voting power and sole dispositive power over 3,111,111 shares of common stock as of December 31, 2025. Avoro directly holds 3,111,111 shares of common stock. Dr. Aghazadeh serves as the portfolio manager and controlling person of Avoro and may be deemed to beneficially own shares held by Avoro. The business address of the above referenced entity and person is 110 Greene Street, Suite 800, New York, New York 10012. | | (5) In a Schedule 13D/A filed on March 24, 2026, the Adviser, Baker Bros. Advisors (GP) LLC (“Adviser GP”), Julian C. Baker and Felix J. Baker reported sole voting power and sole dispositive power over 9,582,874 shares of common stock as of March 20, 2026, including outstanding shares of common stock and shares of common stock issuable upon the exercise of pre-funded warrants, subject to the beneficial ownership limitation described in Note 2 above. These shares and pre-funded warrants are directly held by each of Baker Brothers Life Sciences, L.P. and 667, L.P. (collectively, the “Funds”). Adviser GP is the sole general partner of the Adviser. Adviser GP, Felix J. Baker and Julian C. Baker, as managing members of Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Company directly held by the Funds. The business address of the above referenced entities and persons is c/o Baker Bros. Advisors LP, 860 Washington Street, 3rd Floor, New York, New York 10014. | | (6) In a Schedule 13G/A filed on February 17, 2026, Perceptive Advisors LLC (“Perceptive Advisors”), Perceptive Life Sciences Master Fund, Ltd. (the “Perceptive Master Fund”) and Joseph Edelman reported shared voting power and shared dispositive power over 3,160,200 shares of common stock as of December 31, 2025. The Perceptive Master Fund directly holds 3,160,200 shares of common stock. Perceptive Advisors serves as the investment manager to the Perceptive Master Fund and may be deemed to beneficially own shares held by the Perceptive Master Fund. Mr. Edelman is the managing member of Perceptive Advisors and may be deemed to beneficially own the shares held by the Perceptive Master Fund. The business address of the above referenced entities and person is 51 Astor Place, 10th Floor, New York, NY 10003. | | (7) Mr. Dalvey’s beneficial ownership includes 90,000 shares of common stock owned by Brightstone Venture Capital Fund, LP, of which Mr. Dalvey is the General Partner. | | (8) Mr. Sullivan’s beneficial ownership includes 1,750,784 shares of common stock owned by trusts over which Mr. Sullivan exercises voting and dispositive power. |

  32. Fiscal Year 2025 Director Compensation

    EXECUTIVE OFFICERS The following table identifies our current executive officers, the positions they hold, and their current age. Our executive officers are appointed by our Board to hold office until their successors are elected or their earlier death, resignation or removal.

  33. Fiscal Year 2025 Director Compensation

    | Name | Age | Positions | | Brian F. Sullivan | 64 | Chairman of the Board and Chief Executive Officer | | Lance G. Laing | 64 | Chief Science Officer, Vice President, Secretary and Director | | Vicky Hahne | 59 | Chief Financial Officer |

  34. Fiscal Year 2025 Director Compensation

    For biographical information about Mr. Sullivan and Dr. Laing, please refer to Proposal 1 entitled “Election of Directors.” Biographical information about Ms. Hahne is as follows:

  35. Employment Agreements, Severance and Change in Control Agreements

    Employment Agreements, Severance and Change in Control Agreements We have not entered into employment agreements, severance agreements or change-of-control agreements with our named executive officers. Ms. Hahne, Dr. Laing, and Mr. Sullivan have each entered into a confidentiality, assignment of inventions and non-competition agreement with us, which provides, among other things, that the named executive officer will not engage in a competitive business or solicit our employees or consultants for a period of 24 months after termination of employment. In March 2025, we adopted the Celcuity Inc. Change in Control and Severance Plan (the “Severance Plan”), which provides that in the event of a participant’s involuntary termination of employment without cause or resignation for good reason within the twelve-month period following a Change in Control, the Severance Plan provides for: (i) a severance payment in an amount ranging from three months to three years of the participant’s base salary and target cash bonus, plus (ii) COBRA premiums for the participant and their enrolled dependents for the same time period, but no greater than eighteen months, both payable in a lump sum. All employees of the Company are eligible for the Severance Plan. The amount of severance provided under the Severance Plan is three years for the Company’s Chief Executive Officer, two years for the Company’s other executive officers, and between three and twelve months for other employees. In addition, the Severance Plan provides that in the event of a Change in Control, all outstanding equity awards held by any participant will fully vest (with performance awards vesting at the greater of target or actual performance levels) immediately upon the effective date of such Change in Control. In addition, our 2017 Plan provides that in the case of death or disability, all outstanding equity awards other than performance awards and stock bonuses will fully vest, and options and SARs will remain exercisable for 12 months. In the event of retirement (as determined under the Company’s retirement plans), vested options and SARs will remain exercisable for six months. In the case of any termination, performance awards and stock bonuses will vest according to the terms of the applicable award agreements. Summary Compensation Table The following table summarizes the compensation for the years ended December 31, 2025 and 2024, of our named executive officers:

  36. Employment Agreements, Severance and Change in Control Agreements

    | Name and Principal Position | Year | Salary (1) | Bonus (3) | Option Awards (4)(5) | Non-Equity Incentive Plan Compensation (6) | Total | | Brian F. Sullivan | 2025 | $577,096 | $— | $15,428,650 | $368,122 | $16,373,868 | | Chairman and Chief Executive Officer | 2024 | $525,000 | $47,250 | $5,748,490 | $265,923 | $6,586,663 | | Lance G. Laing | 2025 | $472,562 | $— | $3,518,860 | $201,219 | $4,192,641 | | Chief Science Officer | 2024 | $351,500 | $13,545 | $1,261,677 | $76,232 | $1,702,954 | | Vicky Hahne | 2025 | $419,596(2) | $— | $2,813,527 | $178,483 | $3,411,606 | | Chief Financial Officer | 2024 | $267,500 | $22,050 | $937,520 | $124,097 | $1,351,167 |

  37. Pay Versus Performance

    Pay Versus Performance We are providing the following information about the relationship between executive compensation actually paid to our named executive officers (“NEOs”) and certain financial performance measures of the Company for each of the last three fiscal years, in accordance with Item 402(v) of Regulation S-K. For purposes of this disclosure, “compensation actually paid” (“CAP”) to our NEOs is determined by making various adjustments required by the SEC to the total compensation amounts reported in the Summary Compensation Table. The table below summarizes compensation amounts reported in our Summary Compensation Table, as well as the adjusted amounts of CAP for fiscal years 2025, 2024 and 2023. For our NEOs other than our principal executive officer (“PEO”), compensation is reported as an average. The following table sets forth information concerning the compensation of our NEOs for fiscal years 2025, 2024 and 2023, and certain financial performance measures of the Company for each fiscal year:

  38. Pay Versus Performance

    | Year (1) | Summary Compensation Table (“SCT”) Total for PEO | CAP to PEO (2) | Average SCT Total for Non-PEO NEOs | Average CAP to Non-PEO NEOs (2) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (“TSR”) (3) | Net Loss (thousands) | | 2025 | $16,373,868 | $63,044,031 | $3,802,123 | $17,664,034 | $711.92 | $(177,042) | | 2024 | $6,586,663 | $5,197,649 | $1,527,060 | $1,227,674 | $93.43 | $(111,779) | | 2023 | $1,738,115 | $2,464,675 | $1,191,293 | $1,501,865 | $104.00 | $(63,779) |

  39. Pay Versus Performance

    | (1) During 2025, 2024 and 2023, Brian F. Sullivan was our PEO, and Lance G. Laing and Vicky Hahne were our Non-PEO NEOs. |

  40. Pay Versus Performance

    | (2) The following amounts were deducted from/added to the SCT total compensation in accordance with the SEC-mandated adjustments to calculate CAP to our PEO and the average CAP to our Non-PEO NEOs. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards. None of our NEOs participate in a pension plan; therefore, no adjustment from the SCT total related to pension value was made. |

  41. Pay Versus Performance

    | (3) TSR represents the value, as of the end of each fiscal year, of $100 invested in our common stock at the closing price on December 30, 2022, the last trading day before fiscal 2023. The per-share market price of our common stock on such date was $14.01, and the per-share market prices on the last trading days of fiscal years 2023, 2024 and 2025 were $14.57, $13.09, and $99.74, respectively. No dividends or other distributions have been made with respect to our common stock. |

  42. Pay Versus Performance

    | Adjustments | PEO ($) | Average of Other NEOs ($) | | SCT Total | $16,373,868 | $3,802,123 | | - Grant Date Fair Value of Stock Awards Granted in Covered Fiscal Year | $(15,428,650) | $(3,216,194) | | + Fair Value at Covered Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Covered Fiscal Year | $20,020,519 | $7,207,387 | | ± Change in Fair Value from End of Prior Fiscal Year to End of Covered Fiscal Year of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | $22,716,115 | $8,116,166 | | ± Fair Value at Vesting Date of Stock Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year | $8,336,709 | $241,443 | | ± Change in Fair Value from End of Prior Fiscal Year to Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Covered Fiscal Year | $11,025,470 | $1,513,109 | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year | $— | $— | | + Dividends or Other Earnings Paid on Stock Awards in Covered Fiscal Year Prior to Vesting Date that are not otherwise included in Total Compensation for Covered Fiscal Year | $— | $— | | Compensation Actually Paid | $63,044,031 | $17,664,034 |

  43. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As required by Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. The following charts compare the amount of CAP to our PEO and the average CAP to our Non-PEO NEOs as a group (excluding our PEO) to Net Loss and cumulative TSR for the three years presented in the tables. We are a clinical-stage biotechnology company focused on the development of targeted therapies for the treatment of multiple solid tumor indications. We have not generated any revenue from product sales or other sources to date, and we continue to incur significant research and development and other expenses related to our ongoing operations. Due to the Company’s operating stage and business needs, and our intent to align the interests of executives with the long-term interests of stockholders, a significant portion of executive compensation over the past three years has been paid in equity rather than cash. The CAP calculation is impacted by the proportion of compensation being delivered in the form of equity awards and reflects that the market price of our common stock increased by approximately 612% from December 31, 2022, to December 31, 2025. The Company believes that the use of equity awards serves to align our NEOs’ outstanding and unvested awards with stockholders’ interests in the long term. However, the CAP for our NEOs may not be correlated with the Company’s TSR or net income (loss) for any given year, including the years set forth in the table, as our core business strategies are implemented over a period of years, and the market price of our common stock is affected by many factors and may not reflect the achievement of milestones under our performance-based incentive pay program. Employee Benefit Plans 2017 Stock Incentive Plan. Our 2017 Plan was approved by our stockholders at the Company’s annual meeting on May 10, 2018. The 2017 Plan provides for the grant of options, restricted stock awards, stock appreciation rights, stock units, performance awards and stock bonuses. The exercise price of each option granted under the 2017 Plan is not less than 100% of the fair market value of one share on the date of grant. The maximum permitted term of options granted under the 2017 Plan is ten years. The 2017 Plan is generally administered by the Compensation Committee, which has the authority to interpret the 2017 Plan, grant awards and make all other determinations necessary for the administration of the 2017 Plan. Our 2017 Plan provides that, in the event of specified types of mergers or consolidations, a sale, lease, or other disposition of all or substantially all of our assets or other corporate transactions, outstanding awards under our 2017 Plan may be assumed or replaced by any surviving or acquiring corporation; the surviving or acquiring corporation may substitute similar awards for those outstanding under our 2017 Plan; outstanding awards may be settled for the full value of such outstanding award (whether or not then vested or exercisable) in cash, cash equivalents, or securities (or a combination thereof) of the successor entity with payment deferred until the date or dates the award would have become exercisable or vested; or outstanding awards may be terminated for no consideration. Our Board or its Compensation Committee has the discretion to provide that a stock award under our 2017 Plan will immediately vest as to all or any portion of the shares subject to the stock award at the time of a corporate transaction or in the event a participant’s service with us or a successor entity is terminated actually or constructively within a designated period following the occurrence of the transaction. Stock awards held by participants under our 2017 Plan will not vest automatically on such an accelerated basis unless specifically provided in the participant’s applicable award agreement. On February 13, 2025, the Compensation Committee approved, effective upon any subsequent Change in Control (as defined in the 2017 Plan), the full acceleration of the vesting and exercisability of all then outstanding awards under the 2017 Plan. In the event of a corporate transaction, the vesting of all awards granted to non-employee directors shall accelerate and such awards shall become exercisable (as applicable) in full upon the consummation of the corporate transaction. 2017 Employee Stock Purchase Plan. Our 2017 ESPP was adopted by our Board on September 6, 2017 and approved by our stockholders at the Company’s annual meeting on May 10, 2018. The 2017 ESPP provides participating employees with an opportunity to purchase shares of the Company’s common stock at a discount through payroll deductions. The 2017 ESPP is available to all employees unless they are employed for less than 20 hours per week or own 5% or more of the total combined voting power or value of the Company’s common stock. The 2017 ESPP is administered using overlapping 24 month offering periods (the “Offering Periods”). Each Offering Period has four six-month purchase periods. A new Offering Period and purchase period begin every six months on May 1 and November 1 of each year. Participating employees may purchase common stock, on a voluntary after tax-basis, at a price equal to 85% of the fair market value of a share of common stock on either the offering date or the purchase date, whichever is lower. If the purchase date has a lower price, the employee will automatically be placed in the Offering Period beginning immediately after the purchase date. If the Company is dissolved or liquidated, any purchase period or Offering Period will terminate immediately prior to the dissolution or liquidation. If we sell substantially all of our assets to another company or engage in a merger or consolidation where our stockholders will own less than 50% of shares of stock in the resulting company, the 2017 ESPP will either be assumed by the successor entity or a new purchase date will be set before the transaction is completed, after which the 2017 ESPP will terminate. 2012 Equity Incentive Plan. Prior to adopting the 2017 Plan, we adopted our 2012 Equity Incentive Plan (the “2012 Plan”). In the event of our merger, consolidation, sale of substantially all assets, liquidation or dissolution or other change of control, the 2012 Plan provides that the Board may accelerate the exercisability of awards, terminate the 2012 Plan and unexercised awards, continue the 2012 Plan with respect to outstanding awards, replace or exchange incentive awards for similar awards of the successor, substitute the awards with similar awards of the successor or provide for cash payment for outstanding awards (net of exercise price). Retirement Savings Plan. Celcuity maintains an employee benefit plan qualified under Code Section 401(k). In 2025, the Company matched 100% of a participant’s contributions on the first 2% of eligible compensation and 50% of the participant’s contributions on the next 4% of eligible compensation.