UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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~~March 1125, 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.)

16305 36th Avenue North,; Suite 100 ~~Minneapolis, Minnesota 55446~~

Minneapolis, Minnesota 55446

(Address of Principal Executive Offices and Zip Code)

(763) 392-0767

(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. ☐

Item 5 2.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~February~~March 1125, 2026, ~~the Board of Directors (the “Board”) of~~ Celcuity Inc. (the “Company”), ~~upon~~issued the recommendation of the Nominating and Corporate Governance Committee of the Board, voted to increase the size of the Board from seven members to eight members and to appoint Charles (Chip) R. Romp as a ~~new~~press ~~director~~release toregarding ~~fill~~ the ~~resulting vacancy, effective immediately, for a term extending through the date of the~~ Company’s ~~2026~~financial ~~Annual~~results ~~Meeting of Stockholders (~~for the ~~“2026~~fourth ~~Annual~~quarter ~~Meeting”)~~ and ~~the~~fiscal ~~election of~~year ~~his~~ended ~~successor,~~December ~~or his earlier death~~31, ~~resignation or removal~~2025. ~~The~~A ~~Board~~copy ~~determined that Mr. Romp qualifies as an independent director pursuant to the listing standards~~ of ~~The Nasdaq Stock Market LLC and~~ the ~~rules~~Company’s ofpress ~~the~~release ~~U.S.~~is ~~Securities~~furnished ~~and~~as ~~Exchange~~Exhibit ~~Commission (the “SEC”)~~99.1 ~~The Board has not appointed Mr. Romp~~ to ~~serve~~this onreport ~~any~~and ~~committees~~is ofincorporated ~~the~~herein ~~Board~~by ~~as of the date hereof~~reference.

~~Mr.~~The ~~Romp~~information ~~will~~in ~~receive~~this ~~compensation~~Item ~~for~~2.02, ~~his~~including ~~service~~the inaccompanying ~~accordance~~exhibit, ~~with~~is ~~the~~being ~~Company’s~~furnished ~~non-employee~~and ~~director~~shall ~~compensation~~not ~~program,~~be ~~which currently~~deemed ~~provides~~“filed” for purposes anof ~~annual~~Section ~~cash~~18 ~~retainer~~ of ~~$50,000,~~the ~~payable~~Securities ~~quarterly~~Exchange Act of 1934, ~~and~~as anamended ~~annual~~(the ~~equity~~“Exchange ~~award~~Act”), ~~with~~or aotherwise ~~fair~~subject ~~market~~to ~~value~~the liabilities of ~~$100,000,~~ ~~payable~~that Section. The information in this Item 2.02 shall not be incorporated into any filing pursuant to the ~~form~~Securities Act of ~~restricted stock~~1933, ~~stock~~as ~~options~~amended, or athe ~~combination~~Exchange Act, regardless of ~~both,~~any atgeneral ~~the~~incorporation ~~director’s~~language ~~election~~in such filing.

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 will vest as to all shares upon the earlier of (i) the 2026 Annual Meeting or (ii) 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.

Item 7.01 Regulation FD Disclosure.

On February 12, 2026, the Company issued a press release announcing the Mr. Romp’s appointment to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

The information in this Item 7.01, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release dated ~~February~~March 1225, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: ~~February~~March 1225, 2026

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

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