Celcuity prices $500 million convertible notes offering

Celcuity Inc. (NASDAQ: CELC) announced the pricing of its upsized public offering of $500 million aggregate principal amount of 0.250% convertible senior notes due 2032. The biotechnology company increased the offering size from the previously announced $400 million.

The convertible notes will mature on August 1, 2032, and accrue interest at 0.250% per year, payable semi-annually beginning February 1, 2027. The notes carry an initial conversion rate of 8.0302 shares of common stock per $1,000 principal amount, equivalent to a conversion price of approximately $124.53 per share and representing a 40% conversion premium above the June 3, 2026 closing price.

Celcuity granted underwriters a 30-day option to purchase up to an additional $75 million of notes to cover over-allotments. The offering is expected to close on June 8, 2026, subject to customary closing conditions.

The company estimates net proceeds of approximately $484.3 million, or $557 million if the over-allotment option is exercised in full, after deducting underwriting discounts and estimated expenses. Celcuity plans to use proceeds to repay all outstanding obligations under its loan agreement with Oxford Finance, LLC, with the remainder allocated to working capital and general corporate purposes.

The notes will be redeemable at Celcuity's option beginning August 6, 2029, under certain conditions including when the common stock price exceeds 130% of the conversion price for specified trading periods.

Jefferies, J.P. Morgan, TD Cowen and Guggenheim Securities serve as joint book-running managers for the offering, with LifeSci Capital as lead manager.

The Minneapolis-based company develops targeted therapies for solid tumor treatments, with lead candidate gedatolisib currently in Phase 3 clinical trials for hormone receptor positive, HER2-negative breast cancer.

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