Celcuity 2026年季度报告

(Mark One) OR (Exact name of registrant as specified in its charter) 82-2863566(IRS Employer Identification No.) 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: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject tosuch 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 submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany 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 August 6, 2026, there were 48,931,908 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' Equity (Deficit)7Condensed Statements of Cash Flows8Notes to Condensed Financial Statements9ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations24ITEM 3.Quantitative and Qualitative Disclosures About Market Risk37ITEM 4.Controls and Procedures37PART II. OTHER INFORMATIONITEM 1.Legal Proceedings38ITEM 1A.Risk Factors38ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds38ITEM 3.Defaults Upon Senior Securities38ITEM 4.Mine Safety Disclosures38ITEM 5.Other Information38ITEM 6.Exhibits39Signatures40 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, Item1A, “Risk Factors” of this Quarterly Report. Readers are cautioned not to place undue reliance on these forward-looking statements,which speak only as of the date of this Quarterly Report. We expressly disclaim any intent or obligation to update or revise anyforward-looking statements, whether as a result of new information, future events or otherwise. Readers are urged to carefullyreview and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the Securities andExchange Commission (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 identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,”“could,” “estimate,” “expect,” “intend,” “may,” “might,” “ongoing,” “plan,” “potential,” “predict,” “should,” “target,” “will,”“would,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain thesewords. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our r