CELCUITY INC. Form D Notices of Exempt Offering of Securities
Notices filed with the SEC for securities sold without registration under Regulation D or Section 4(a)(5), newest first. Values are as filed.
- 2025-09-23: Federal exemption Rule 506(b); Types of securities offered Debt; OptionToAcquire; SecurityToBeAcquired; Date of first sale 2021-04-08; Total offering amount $352,700,000.
- 2024-10-15: Federal exemption Rule 506(b); Types of securities offered OptionToAcquire; SecurityToBeAcquired; Date of first sale 2023-10-20; Total offering amount $50,000,000.
- 2024-06-28: Federal exemption Rule 506(b); Types of securities offered Debt; OptionToAcquire; SecurityToBeAcquired; Date of first sale 2021-04-08; Total offering amount $184,500,000.
- 2024-04-25: Federal exemption Rule 506(b); Types of securities offered Debt; OptionToAcquire; SecurityToBeAcquired; Date of first sale 2021-04-08; Total offering amount $75,375,000.
| Filed | Federal exemption | Types of securities offered | Date of first sale | Total offering amount | Total amount sold | Total remaining to be sold | Investors who have already invested |
|---|---|---|---|---|---|---|---|
| 2025-09-23 D/A | Rule 506(b) | Debt; OptionToAcquire; SecurityToBeAcquired | 2021-04-08 | $352,700,000 | $130,000,000 | $222,700,000 | 2 |
| 2024-10-15 D/A | Rule 506(b) | OptionToAcquire; SecurityToBeAcquired | 2023-10-20 | $50,000,000 | $50,000,000 | $0 | 2 |
| 2024-06-28 D/A | Rule 506(b) | Debt; OptionToAcquire; SecurityToBeAcquired | 2021-04-08 | $184,500,000 | $100,000,000 | $84,500,000 | 2 |
| 2024-04-25 D/A | Rule 506(b) | Debt; OptionToAcquire; SecurityToBeAcquired | 2021-04-08 | $75,375,000 | $35,000,000 | $40,375,000 | 1 |
| 2023-11-27 D/A | Rule 506(b) | SecurityToBeAcquired; The Convertible Promissory Notes were converted into equity securities and warrants. This Form D covers those issued warrants and their underlying equity securities. | 2017-05-05 | $2,975,746 | $2,597,057 | $378,689 | 38 |
| 2023-11-27 D/A | Rule 506(b) | SecurityToBeAcquired; The Convertible Promissory Notes were converted into equity securities and warrants. This Form D covers those issued warrants and their underlying equity securities. | 2017-04-28 | $6,612,667 | $5,930,006 | $682,661 | 39 |
| 2023-10-26 | Rule 506(b) | OptionToAcquire; SecurityToBeAcquired | 2023-10-20 | $50,000,000 | $50,000,000 | $0 | 2 |
| 2023-05-02 D/A | Rule 506(b) | Debt; OptionToAcquire; SecurityToBeAcquired | 2021-04-08 | $75,375,000 | $35,000,000 | $40,375,000 | 1 |
| 2022-11-28 D/A | Rule 506(b) | SecurityToBeAcquired; The Convertible Promissory Notes were converted into equity securities and warrants. This Form D covers those issued warrants and their underlying equity securities. | 2017-04-28 | $6,612,667 | $5,930,006 | $682,661 | 39 |
| 2022-11-28 D/A | Rule 506(b) | SecurityToBeAcquired; The Convertible Promissory Notes were converted into equity securities and warrants. This Form D covers those issued warrants and their underlying equity securities. | 2017-05-05 | $2,975,746 | $2,597,057 | $378,689 | 38 |
| 2022-05-26 | Rule 506(b) | Equity; OptionToAcquire; SecurityToBeAcquired | 2022-05-15 | $155,999,997 | $99,999,998 | $55,999,999 | 11 |
| 2022-04-08 D/A | Rule 506(b) | Debt; OptionToAcquire; SecurityToBeAcquired | 2021-04-08 | $25,625,000 | $15,000,000 | $10,625,000 | 1 |
| 2021-11-22 D/A | Rule 506(b) | SecurityToBeAcquired; The Convertible Promissory Notes were converted into equity securities and warrants. This Form D covers those issued warrants and their underlying equity securities. | 2017-05-05 | $2,975,746 | $2,597,057 | $378,689 | 38 |
| 2021-11-22 D/A | Rule 506(b) | SecurityToBeAcquired; The Convertible Promissory Notes were converted into equity securities and warrants. This Form D covers those issued warrants and their underlying equity securities. | 2017-04-28 | $6,612,667 | $5,930,006 | $682,661 | 39 |
| 2021-04-14 | Rule 506(b) | Debt; OptionToAcquire; SecurityToBeAcquired | 2021-04-08 | $25,625,000 | $15,000,000 | $10,625,000 | 1 |
| 2020-11-02 D/A | Rule 506(b) | SecurityToBeAcquired; The Convertible Promissory Notes were converted into equity securities and warrants. This Form D covers those issued warrants and their underlying equity securities. | 2017-05-05 | $2,975,746 | $2,597,057 | $378,689 | 38 |
| 2020-11-02 D/A | Rule 506(b) | SecurityToBeAcquired; The Convertible Promissory Notes were converted into equity securities and warrants. This Form D covers those issued warrants and their underlying equity securities. | 2017-04-28 | $6,612,667 | $5,930,006 | $682,661 | 39 |
| 2019-10-31 D/A | Rule 506(b) | SecurityToBeAcquired; The Convertible Promissory Notes were converted into equity securities and warrants. This Form D covers those issued warrants and their underlying equity securities. | 2017-05-05 | $2,975,746 | $2,597,057 | $378,689 | 38 |
| 2019-10-31 D/A | Rule 506(b) | SecurityToBeAcquired; The Convertible Promissory Notes were converted into equity securities and warrants. This Form D covers those issued warrants and their underlying equity securities. | 2017-04-28 | $6,612,667 | $5,930,006 | $682,661 | 39 |
| 2018-11-07 D/A | Rule 506(b) | SecurityToBeAcquired; The Convertible Promissory Notes were converted into equity securities and warrants. This Form D covers those issued warrants and their underlying equity securities. | 2017-04-28 | $6,612,667 | $5,930,006 | $682,661 | 39 |
| 2018-11-07 D/A | Rule 506(b) | SecurityToBeAcquired; The Convertible Promissory Notes were converted into equity securities and warrants. This Form D covers those issued warrants and their underlying equity securities. | 2017-05-05 | $2,975,746 | $2,593,305 | $382,441 | 38 |
| 2017-11-07 D/A | Rule 506(b) | SecurityToBeAcquired; The Convertible Promissory Notes were converted into equity securities and warrants. This Form D covers those issued warrants and their underlying equity securities. | 2017-04-28 | $6,612,667 | $5,750,000 | $862,667 | 39 |
| 2017-11-07 D/A | Rule 506(b) | SecurityToBeAcquired; The Convertible Promissory Notes were converted into equity securities and warrants. This Form D covers those issued warrants and their underlying equity securities. | 2017-05-05 | $2,975,746 | $2,587,500 | $388,246 | 38 |
| 2017-05-19 | Rule 506(b) | Debt; Convertible Promissory Notes and the equity securities issuable upon conversion of such Notes. | 2017-05-05 | $2,587,500 | $2,587,500 | $0 | 38 |
| 2017-05-02 | Rule 506(b) | Debt; Convertible Promissory Notes and the equity securities issuable upon conversion of such Notes. | 2017-04-28 | $5,750,000 | $5,750,000 | $0 | 39 |
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