# Celcuity Inc. (CELC)

> Source: Nexqual · https://nexqual.com/CELC · data as of 2026-10-29 20:00 UTC · cite as "Nexqual, Celcuity Inc. (CELC), nexqual.com/CELC" · informational, not investment advice.

## CELC major shareholder filing: Schedule 13D/A, Jul 16, 2026
Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC, Julian C. Baker filed a Schedule 13D/A on Jul 16, 2026, reporting up to 9.99% of the class (more than 5% owner that may seek to influence the company). Item 4, Purpose of Transaction, quoted:

> Item 4 of this Amendment No. 2 is supplemented and amended, as the case may be, as follows: The disclosures in Item 5 below are incorporated herein by reference. This Amendment No. 2 is being filed to report the sale of shares of the common stock ("Common Stock") of Celcuity Inc. (the "Issuer") reported in Item 5(c) that resulted in a more than 1% change in beneficial ownership. The disclosure regarding the sales in Item 5(c) below is incorporated herein by reference. Additionally, on July 14, 2026, the Adviser on behalf of the Funds submitted written notice to the Issuer to set the beneficial ownership limitation (the "Maximum Percentage") with respect to 481,437 and 5,666,350 prefunded warrants to purchase Common Stock at an exercise price of $0.001 per share (the "$0.001 Prefunded Warrants") held by 667 and Life Sciences, respectively, at 9.99%, effective immediately. The Funds hold securities of the Issuer for investment purposes. …

Source: https://www.sec.gov/Archives/edgar/data/1603454/000110465926084327/0001104659-26-084327-index.htm

**Price:** USD 69.3 (-0.23% on the day) · last close of Oct 29, 2026; US market closed, not a live price. Prev close 69.46 · day 69–73.29 · 52w 53.54–151.02 · market cap $3.39B · NCM

## Key facts
- Insider open-market sales, last ~7 months: 3 Form 4 filings, $323M; 1 not under a Rule 10b5-1 plan ($318M); 1 by opportunistic insiders (0 outside 10b5-1 plans), 0 by routine insiders (three-year test, Cohen, Malloy & Pomorski 2012).
- Analysts: Buy (mean 1.77 on a 1–5 scale) (13 analysts), mean target USD 154.72 (range 130–177).
- Total return with dividends: 1Y -12.0% vs S&P 500 +14.8%; 5Y +282.9% vs S&P 500 +79.1%.
- Next earnings: 2026-11-05, EPS estimate USD -1.51, revenue estimate $1.2M. All companies reporting that day: https://nexqual.com/earnings/2026-11-05
- Dividend: CELC paid no cash dividend in the last five years.
- Short interest: 31.43% of float (as of 2026-10-15), 7.4 days to cover.

## Financials (SEC 10-K; TTM = last four 10-Q/10-K quarters)
| USD | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 | TTM |
|---|---|---|---|---|---|---|
| Operating income | -$28.4M | -$39.4M | -$66.2M | -$113M | -$172M | -$209M |
| Net income | -$29.6M | -$40.4M | -$63.8M | -$112M | -$177M | -$226M |
| EPS (diluted) | -$2.21 | -$2.64 | -$2.69 | -$2.83 | -$3.79 | — |
| Free cash flow | -$20.4M | -$36.2M | -$53.9M | -$83.7M | -$154M | -$192M |
| Cash + short-term investments | — | $169M | $181M | $235M | $441M | — |
| Total debt | $16.0M | $35.8M | $37.6M | $105M | $138M | — |
Fiscal years end Dec. EPS is split-adjusted.

## Valuation (price ÷ last four quarters, through Jun 30, 2026)
FCF yield -5.67% · Earnings yield -6.68% · Net cash $754M · EV $2.64B

## Insider sales (SEC Form 4, open-market, last ~7 months)
2 of 3 under a Rule 10b5-1 trading plan (scheduled in advance). Unplanned sales were timed by the insider.
| Trade date | Insider | Role | Shares | Value | % of holdings sold | 10b5-1 plan | Insider type |
|---|---|---|---|---|---|---|---|
| 2026-07-14 | Baker Bros. Advisors Lp |  | 3,100,000 | $318M | 41.5% | No | Too little history (no open-market trades in 2023 or 2024) |
| 2026-05-04 | Dalvey David | Director | 25,000 | $3.5M | 27.8% | Yes (adopted August 19, 2025) | Too little history (no open-market trades in 2024) |
| 2026-05-04 | Buller Richard E | Director | 9,000 | $1.3M | 53.6% | Yes (adopted December 8, 2025) | Opportunistic (traded every year 2023–2025, no repeating month) |
% of holdings sold = shares sold ÷ (shares sold + all holdings the insider reported on that Form 4, direct and through trusts).
Insider type follows Cohen, Malloy & Pomorski (Journal of Finance, 2012). An insider who traded the stock in the same calendar month in each of the past three years is a routine trader; one who traded in each of those years without such a pattern is an opportunistic trader. In their study, trades by opportunistic insiders predicted future returns and trades by routine insiders did not. Counts open-market purchases and sales only (SEC Form 4 codes P and S) by that insider in that company. Not investment advice.

## Analysts
Consensus Buy (mean 1.77 on a 1–5 scale), 13 analysts; mean target USD 154.72 (low 130, high 177).
Rating changes, last 120 days:
| Date | Firm | Action | Rating | Price target |
|---|---|---|---|---|
| 2026-10-22 | Cantor Fitzgerald | Initiated | Overweight | $140 |
| 2026-10-21 | TD Cowen | Reiterated | Buy | $145 |
| 2026-09-30 | Needham | Target lowered | Buy | $140 → $134 |
| 2026-09-17 | JP Morgan | Initiated | Overweight | $157 |
| 2026-08-17 | Guggenheim | Target raised | Buy | $165 → $175 |
| 2026-08-17 | Citizens | Reiterated | Market Outperform | $177 |
| 2026-08-14 | HC Wainwright & Co. | Reiterated | Buy | $155 |
| 2026-08-14 | Stifel | Target lowered | Buy | $175 → $150 |
| 2026-08-14 | Needham | Target lowered | Buy | $157 → $140 |
| 2026-07-15 | Citizens | Target raised | Market Outperform | $160 → $177 |
| 2026-07-15 | HC Wainwright & Co. | Target raised | Buy | $145 → $155 |

## Total return (dividends reinvested)
|  | 1Y (from 2025-10-30) | 5Y (from 2021-10-25) |
|---|---|---|
| Total return | -12.0% | +282.9% |
| S&P 500 (SPY) | +14.8% | +79.1% |
| Per year | -12.1% | +30.7% |
| Volatility (annualized) | 65.2% | 76.8% |
| Max drawdown | -61.0% (May 2026→Oct 2026) | -71.8% (Nov 2021→May 2022) |

## Dividends
CELC paid no cash dividend in the last five years.

## Short interest
10,252,223 shares sold short, 31.43% of the float, as of Oct 15, 2026 (exchange short-interest report, published about twice a month). Prior report (Sep 15, 2026): 11,360,367 shares (-9.8%). Days to cover: 7.4 (short shares ÷ average daily volume).

## Peers (Biotechnology)
ORKA (Oruka Therapeutics, Inc.) USD 96.65 +0.71% · LGND (Ligand Pharmaceuticals Incorpor) USD 317.33 -0.45% · IOVA (Iovance Biotherapeutics, Inc.) USD 9.56 -35.45% · IONS (Ionis Pharmaceuticals, Inc.) USD 44.39 -1.14% · AXSM (Axsome Therapeutics, Inc.) USD 143.45 -0.04% · ABVX (Abivax SA) USD 89.06 -0.87%

## More
Full page: https://nexqual.com/CELC · Free keyless MCP server with the same data and citations: https://mcp.nexqual.com/mcp · Guide for agents: https://nexqual.com/agents · https://nexqual.com/llms.txt

## Company outlook (8-K filed 2026-08-13)

- "Shipments of REVTORPYK are expected to begin late in the third quarter of 2026."
- "Celcuity expects to provide further updates to results from both the PIK3CA MT and WT cohorts of VIKTORIA-1 at medical conferences in the fourth quarter. 1 st Line Setting Celcuity continues to advance gedatolisib combined with palbociclib and endocrine therapy in the first-line setting for patients with HR+/HER2- ABC through its ongoing Phase 3 VIKTORIA-2 clinical trial."
- "Once the Phase 1/1b portion of the study is completed, Celcuity expects to select the recommended phase 2 dose level(s) and control arm options for the randomized Phase 2 portion of the study."
- "The company expects to provide updated clinical data and additional visibility into its mCRPC development strategy during the fourth quarter of 2026."

## Analyst estimates and revisions

| Period | EPS est. | 90d ago | Change | Revenue est. | Analysts |
|---|---|---|---|---|---|
| Current quarter (ends 2026-09-30) | $-1.51 | $-1.08 | −$0.43 | $1.2M | 2 |
| Next quarter (ends 2026-12-31) | $-0.82 | $-0.60 | −$0.21 | $22.9M | 2 |
| Current fiscal year (ends 2026-12-31) | $-4.39 | $-3.53 | −$0.86 | $24.0M | 2 |
| Next fiscal year (ends 2027-12-31) | $-0.08 | $0.74 | −$0.82 | $316.1M | 2 |

## Earnings history and stock reaction
| Results filed | Quarter | EPS | Consensus | Surprise | Stock reaction |
|---|---|---|---|---|---|
| — | Quarter ended Jun 30, 2026 | −$1.07 | −$1.08 | Beat +0.9% | — |
| — | Quarter ended Mar 31, 2026 | −$0.86 | −$0.89 | Beat +3.4% | — |
| — | Quarter ended Dec 31, 2025 | −$0.73 | −$1.01 | Beat +27.7% | — |
| — | Quarter ended Sep 30, 2025 | −$0.78 | −$0.96 | Beat +18.8% | — |
EPS as reported against the analyst consensus before the release; surprise uses the cent-rounded figures shown (in dollars when EPS and consensus have opposite signs). Stock reaction = close before the results to close after (the first close following a release after the bell or before the open).

## Recent SEC filings (last 120 days)
| Filed | Form | What it says | Filing |
|---|---|---|---|
| 2026-10-02 | 8-K | Director or executive officer change, or pay arrangement; Regulation FD disclosure — “On October 1, 2026, the Board of Directors (the "Board") of Celcuity Inc. (the "Company"), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, voted to increase the size of the Board from eight members to nine members and to appoint David W. Gryska as a new director to fill the resulting vacancy, effective immediately, for a term extending through the date of the Company's 2027 Annual Meeting of Stockholders (the "2027 Annual Meeting") and the election of his successor, or…” | https://www.sec.gov/Archives/edgar/data/1603454/000119312526411297/0001193125-26-411297-index.htm |
| 2026-09-30 | 8-K | Regulation FD disclosure; Other material event — “On September 30, 2026, the Company issued a press release announcing that REVTORPYK is now commercially available in the United States for eligible patients with HR+/HER2- ABC without a PIK3CA mutation detected following progression on or after treatment with at least one line of endocrine therapy in the metastatic setting.” | https://www.sec.gov/Archives/edgar/data/1603454/000119312526408353/0001193125-26-408353-index.htm |
| 2026-08-26 | 8-K | Regulation FD disclosure; Other material event — “On August 26, 2026, the Company issued a press release announcing the submission of its sNDA to the FDA for REVTORPYK for the treatment of patients with HR+/HER2- ABC with a PIK3CA mutation, following progression on or after treatment with at least one line of endocrine therapy.” | https://www.sec.gov/Archives/edgar/data/1603454/000119312526365975/0001193125-26-365975-index.htm |
| 2026-08-13 | 10-Q | Quarterly report · period ended Jun 30, 2026 | https://www.sec.gov/Archives/edgar/data/1603454/000119312526349608/0001193125-26-349608-index.htm |
| 2026-08-13 | 8-K | Quarterly results | https://www.sec.gov/Archives/edgar/data/1603454/000119312526349227/0001193125-26-349227-index.htm |
| 2026-08-11 | Schedule 13G | BANK OF AMERICA CORP /DE/: 6.5% of shares, passive 5%+ holder | https://www.sec.gov/Archives/edgar/data/1603454/000007085826000425/0000070858-26-000425-index.htm |
| 2026-07-16 | Schedule 13G | Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC: 10.0% of shares, passive 5%+ holder | https://www.sec.gov/Archives/edgar/data/1603454/000110465926084329/0001104659-26-084329-index.htm |
| 2026-07-16 | Schedule 13D/A | Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC: 10.0% of shares, 5%+ holder that may seek to influence the company (amended) — “Item 4 of this Amendment No. 2 is supplemented and amended, as the case may be, as follows: The disclosures in Item 5 below are incorporated herein by reference. This Amendment No. 2 is being filed to report the sale of shares of the common stock ("Common Stock") of Celcuity…” | https://www.sec.gov/Archives/edgar/data/1603454/000110465926084327/0001104659-26-084327-index.htm |
| 2026-07-15 | 8-K/A | Regulation FD disclosure; Other material event — “On July 14, 2026, the Company issued a press release announcing FDA approval of REVTORPYK for the treatment of patients with HR+/HER2-, locally advanced or metastatic breast cancer without a PIK3CA mutation detected following progression on or after treatment with at least one line of endocrine therapy in the metastatic setting. The Company anticipates commercial launch of REVTORPYK in late Q3 2026. The Company plans to submit in Q3 2026 a supplemental New Drug Application ("sNDA") to the FDA for REVTORPYK for the…” | https://www.sec.gov/Archives/edgar/data/1603454/000149315226033357/0001493152-26-033357-index.htm |
| 2026-07-15 | 8-K | Regulation FD disclosure; Other material event — “On July 14, 2026, the Company issued a press release announcing FDA approval of REVTORPYK for the treatment of patients with HR+/HER2-, locally advanced or metastatic breast cancer without a PIK3CA mutation detected following progression on or after treatment with at least one line of endocrine therapy in the metastatic setting. The Company anticipates commercial launch of REVTORPYK in late Q3 2026. The Company plans to submit in Q3 2026 a supplemental New Drug Application ("sNDA") to the FDA for REVTORPYK for the…” | https://www.sec.gov/Archives/edgar/data/1603454/000149315226033223/0001493152-26-033223-index.htm |
Source: SEC EDGAR. Quotes are the opening words of each item as filed.