Celcuity Inc.

In July 2025, the Company conducted a concurrent public offering of 2.750% convertible senior notes due 2031, common stock and pre-funded warrants.

SEC original ↗Celcuity Inc. — Earnings release (8-K exhibit)EX-99Aug 14, 2025

However, on a proforma basis, taking into account the net proceeds of the Celcuity’s financing activities in the third quarter, cash, cash equivalents, and short-term investments as of the end of Q2 2025 was $455 million, which, we believe, when including drawdowns on our debt facility, will fund operations through 2027.

SEC original ↗Celcuity Inc. — Earnings release (8-K exhibit)EX-99Aug 14, 2025

(3) To reflect a non-cash charge to other expense for amortization of debt issuance and discount costs and PIK interest related to the issuance of a note payable.

SEC original ↗Celcuity Inc. — Earnings release (8-K exhibit)EX-99Aug 14, 2025

The Company s primary uses of cash, cash equivalents, and investments to date have been funding clinical trials and research and development activities, the scaling of commercial launch-related activities such as marketing, supply chain, distribution, market access and other commercial operations, business planning, establishing and maintaining the Company s intellectual property portfolio, hiring personnel, leasing premises and associated capital expenditures, raising capital, and providing general and administrative support for these operations.

SEC original ↗Celcuity Inc. — 10-Q Quarterly report10-QAug 13, 2026

To date, the Company has funded operations primarily through private placements, registered offerings of its equity securities, convertible notes, and borrowings under loan agreements.

SEC original ↗Celcuity Inc. — 10-Q Quarterly report10-QAug 13, 2026

The following table summarizes the potentially-dilutive shares that have been excluded from the calculation of diluted weighted-average shares outstanding because their inclusion would be anti-dilutive: As of June 30, 2026 2025 Convertible notes as-if-converted-to-common stock 11,760,359 Options to purchase common stock 5,538,226 5,075,566 Warrants to purchase common stock 225,705 4,825,502 Restricted stock awards and restricted stock units 326,411 1,029 Preferred stock as-if-converted-to-common stock 2,131,510 Total 17,850,701 12,033,607 The maximum number of shares of common stock issuable upon conversion of the Company s 2.750 % Senior Notes due 2031 (the 2031 Notes ) is 5,296,053 .

SEC original ↗Celcuity Inc. — 10-Q Quarterly report10-QAug 13, 2026

Because these items have no impact on Celcuity’s cash position, management believes non-GAAP adjusted net loss better enables Celcuity to focus on cash used in operations.

SEC original ↗Celcuity Inc. — Earnings release (8-K exhibit)EX-99Aug 14, 2025

Management excludes these items because they do not impact Celcuity’s cash position, which management believes better enables Celcuity to focus on cash used in operations.

SEC original ↗Celcuity Inc. — Earnings release (8-K exhibit)EX-99Aug 14, 2025

Legal Proceedings 38 ITEM 1A .

SEC original ↗Celcuity Inc. — 10-Q Quarterly report10-QAug 13, 2026

This Quarterly Report on Form 10-Q (this Quarterly Report ) contains forward-looking statements regarding us, our business prospects and our results of operations that are subject to certain risks and uncertainties that could cause our actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements.

SEC original ↗Celcuity Inc. — 10-Q Quarterly report10-QAug 13, 2026

Readers are urged to carefully review and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the Securities and Exchange Commission (the SEC ) that advise interested parties of the risks and uncertainties that may affect our business.

SEC original ↗Celcuity Inc. — 10-Q Quarterly report10-QAug 13, 2026

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our results, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Quarterly Report.

SEC original ↗Celcuity Inc. — 10-Q Quarterly report10-QAug 13, 2026

These statements involve known and unknown risks, uncertainties and other factors that may cause our results or our industry s actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements.

SEC original ↗Celcuity Inc. — 10-Q Quarterly report10-QAug 13, 2026

The Company is subject to risks common to companies in the development and early commercialization stage including, but not limited to, the clinical success of investigational uses of gedatolisib, and the commercial success of its first approved drug product, REVTORPYK; its ability to obtain the regulatory approval of any sNDAs for gedatolisib; its ability to obtain regulatory approval to commercialize REVTORPYK outside the United States; the potential need for additional financing to achieve its goals; the uncertainty of broad adoption of its approved product by physicians and consumers; and significant competition.

SEC original ↗Celcuity Inc. — 10-Q Quarterly report10-QAug 13, 2026