Amendment to Current Report (Form 8-K/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 11, 2026

Celcuity Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware		001-38207		82-2863566
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2800 Campus Drive, Suite 140

Minneapolis, Minnesota 55441

(Address of Principal Executive Offices and Zip Code)

(763) 392-0123

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		CELC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

Celcuity Inc. (the "Company") is filing this Amendment No. 1 on Form 8-K/A (this "Amendment") to supplement the information provided in the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2026. This Amendment sets forth the complete text of each amended item.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 11, 2026, the Board of Directors (the "Board") of the Company, upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the "N&CG Committee"), voted to increase the size of the Board from seven members to eight members and to appoint Charles (Chip) R. Romp as a new director to fill the resulting vacancy, effective immediately, for a term extending through the date of the Company's 2026 Annual Meeting of Stockholders and the election of his successor, or his earlier death, resignation or removal. The Board determined that Mr. Romp qualifies as an independent director pursuant to the listing standards of The Nasdaq Stock Market LLC and the rules of the U.S. Securities and Exchange Commission (the "SEC"). On May 14, 2026, Mr. Romp was appointed by the Board to the Compensation Committee of the Board and the N&CG Committee, effective immediately.

Mr. Romp will receive compensation for his service in accordance with the Company's non-employee director compensation program, which currently provides for an annual cash retainer of $70,000, payable quarterly, and an annual equity award with a fair market value of $135,000, payable in the form of restricted stock, stock options, or a combination of both, at the director's election.

Upon appointment to the Board, the Company granted Mr. Romp a pro-rated annual grant of 215 shares of restricted stock under the Company's 2017 Stock Incentive Plan, which vested in full on April 30, 2026.

There are no arrangements or understandings between Mr. Romp and any other persons pursuant to which Mr. Romp was selected as a director of the Company. There are no relationships or related transactions between Mr. Romp or any member of his immediate family and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 20, 2026

CELCUITY INC.
By:	/s/ Brian F. Sullivan
	Brian F. Sullivan
	Chief Executive Officer