Celcuity LLC 2026年季度报告

FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38207 CELCUITY INC. (Exact name of registrant as specified in its charter) 2800 Campus Drive, Suite 140Minneapolis, Minnesota 55441 (Address of principal executive offices, including zip code)Registrant’s telephone number, including area code: (763) 392-0123 Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $0.001 par value per shareCELCThe Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. YES☒NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒ As of May 7, 2026, there were 48,766,288 shares of the registrant’s common stock outstanding. Celcuity Inc.Table of Contents PagePART I. FINANCIAL INFORMATIONITEM 1. Financial Statements (unaudited)5Condensed Balance Sheets5Condensed Statements of Operations6Condensed Statements of Changes in Stockholders’ Equity7Condensed Statements of Cash Flows8Notes to Condensed Financial Statements9ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations21ITEM 3. Quantitative and Qualitative Disclosures About Market Risk33ITEM 4. Controls and Procedures33 ITEM 1. Legal Proceedings34ITEM 1A. Risk Factors34ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds34ITEM 3. Defaults Upon Senior Securities34ITEM 4. Mine Safety Disclosures34ITEM 5. Other Information34ITEM 6. Exhibits35Signatures36 As used in this report, the terms “we,” “us,” “our,” “Celcuity,” and the “Company” mean Celcuity Inc., unless the context indicatesanother meaning. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This QuarterlyReport on Form 10-Q (this “Quarterly Report”) contains forward-looking statements regarding us, our business prospects and ourresults of operations that are subject to certain risks and uncertainties that could cause our actual business, prospects and results ofoperations to differ materially from those that may be anticipated by such forward-looking statements. Factors that could cause orcontribute to such differences include, but are not limited to, those described in Part I, Item 1A, “Risk Factors” of our Annual Reporton Form 10-K for the year ended December 31, 2025, filed with the SEC on March 26, 2026 (the “2025 10-K”), and Part II, Item 1A,“Risk Factors” of this Quarterly Report. Readers are cautioned not to place undue reliance on these forward-looking statements, whichspeak only as of the date of this Quarterly Report. We expressly disclaim any intent or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are urged to carefully review andconsider the various disclosures made by us in this Quarterly Report and in our other reports filed with the Securities and ExchangeCommission (the “SEC”) that advise interested parties of the risks and uncertainties that may affect our business. All statements, other than statements of historical facts, contained in this Quarterly Report, including statements regarding ourplans, objectives and expectations for our business, operations and financial performance and condition, are forward-lookingstatements. In some cases, you can id