Celcuity(US:CELC) Globenewswireยท2025-07-28 20:02Core Viewpoint - Celcuity Inc. is conducting public offerings of $150 million in convertible senior notes and $75 million in common stock to support its oncology-focused development efforts [1][4]. Group 1: Offerings Details - The company plans to offer $150 million in convertible senior notes due in 2031 and $75 million in common stock, with options for underwriters to purchase additional amounts [1][2]. - The convertible notes will be unsecured, with interest payable semi-annually, maturing on August 1, 2031, unless converted or redeemed earlier [3]. - The net proceeds from both offerings will be used for capped call transactions, working capital, and general corporate purposes, including clinical trials and business development [4]. Group 2: Capped Call Transactions - The company expects to enter capped call transactions to mitigate potential dilution from the convertible notes, which will cover shares of common stock underlying the notes [6]. - These transactions are designed to offset cash payments exceeding the principal amount of converted notes, subject to a cap [6]. - The option counterparties may engage in derivative transactions that could influence the market price of the common stock and convertible notes [7][8]. Group 3: Management and Underwriters - Jefferies, TD Cowen, and Leerink Partners are the joint book-running managers for the offerings, with LifeSci Capital acting as lead manager for the convertible notes [9]. - The company has filed a registration statement with the SEC regarding these offerings, providing necessary documentation for potential investors [10]. Group 4: Company Overview - Celcuity is a clinical-stage biotechnology company focused on developing targeted therapies for solid tumors, with its lead candidate being gedatolisib, a pan-PI3K and mTORC1/2 inhibitor [12]. - Ongoing clinical trials include VIKTORIA-1 for advanced breast cancer and CELC-G-201 for metastatic castration-resistant prostate cancer [12].