Celcuity Inc. announced that it has entered into a securities purchase agreement to issue common shares and pre funded warrants for the gross proceeds of $50,000,000 on October 18, 2023. The transaction will include participation from an institutional investor has agreed to purchase pre-funded warrants at a price of $8.699 per warrant, each with an exercise price of $0.001 per share. The closing of the private placement is subject to customary closing conditions and is expected to occur on October 20, 2023.

The securities to be sold in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state or other jurisdiction's securities laws, and accordingly may not be offered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a registration statement with the SEC registering the resale of the shares of common stock issuable upon the exercise of the pre-funded warrants purchased in the private placement.