{"url_path":"/sec/celc/8-k/2026-05-18/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1603454/0001493152-26-024175-index.html","accession_number":"0001493152-26-024175","cik":"0001603454","ticker":"CELC","issuer_name":"Celcuity Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1603454/0001493152-26-024175-index.html","primary_entity_key":"0001603454","primary_entity_name":"Celcuity Inc."},"word_count":394,"has_tables":true,"body_markdown":"**Item\n5.02**\n**Departure\nof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n** **\n\nOn\nMay 14, 2026, Celcuity Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”).\nAt the Annual Meeting, the Company’s stockholders (the “Stockholders”) approved the Company’s 2026 Stock Incentive\nPlan (the “2026 Plan”).\n\n \n\nThe\nCompany’s Board of Directors (the “Board”) approved the 2026 Plan subject to Stockholder approval at the Annual Meeting.\nThe 2026 Plan became effective at the time of Stockholder approval. As a result of such approval, no further awards will be made under\nthe Company’s Amended and Restated 2017 Stock Incentive Plan (the “Prior Plan”). Subject to adjustment as provided\nin the 2026 Plan, 3,000,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), may\nbe issued under the 2026 Plan. If outstanding awards issued under the 2026 Plan or the Prior Plan expire, are cancelled or forfeited,\nor are settled or paid in cash before being exercised or settled in full, the shares subject to such awards will again be available for\nissuance under the 2026 Plan.\n\n \n\nAwards\nunder the 2026 Plan may be granted to employees, consultants, and non-employee directors of the Company and its subsidiaries in the form\nof stock option awards, stock appreciation right awards, restricted stock awards, stock unit awards, and other stock-based awards. The\n2026 Plan will be administered by the Compensation Committee of the Board.\n\n \n\nAt\nthe Annual Meeting, the Stockholders also approved the Company’s Amended and Restated 2017 Employee Stock Purchase Plan (the “Restated\nESPP”). The Restated ESPP increased the number of shares of Common Stock available for issuances under the 2017 Employee Stock\nPurchase Plan (the “ESPP”) by 289,199 shares and extended the expiration date of the ESPP for an additional ten-year period.\n\n \n\nThe\nBoard approved the Restated ESPP subject to Stockholder approval at the Annual Meeting. The Restated ESPP became effective at the time\nof Stockholder approval.\n\n \n\nCopies\nof the 2026 Plan and the Restated ESPP are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are\nincorporated herein by reference. The material terms of the 2026 Plan and the Restated ESPP are set forth in the Company’s definitive\nproxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on April 2, 2026."}