Celcuity Inc. 8-K

What Happened

• Celcuity Inc. filed a Form 8-K on Feb 12, 2026 reporting that its Board voted on Feb 11, 2026 to increase the Board size from seven to eight members and appointed Charles (Chip) R. Romp as a director, effective immediately. His term runs through the Company’s 2026 Annual Meeting of Stockholders (or until his earlier death, resignation or removal). The Board determined Mr. Romp qualifies as an independent director under Nasdaq and SEC rules.

Key Details

• Board size increased from 7 to 8; appointment effective Feb 11, 2026.
• Mr. Romp was not assigned to any Board committees as of the filing date.
• Compensation: non-employee director program provides a $50,000 annual cash retainer (paid quarterly) and an annual equity award with a $100,000 fair market value (restricted stock, options, or combination at director’s election).
• Upon appointment, Mr. Romp received a pro‑rated grant of 215 restricted shares under the 2017 Stock Incentive Plan, vesting on the earlier of the 2026 Annual Meeting or April 30, 2026.
• Company stated there are no arrangements, understandings, or related-party transactions involving Mr. Romp that require Item 404(a) disclosure. A press release announcing the appointment was issued Feb 12, 2026 (Exhibit 99.1).

Why It Matters

• This is a governance update that adds an independent director to Celcuity’s Board and slightly expands Board capacity. For investors, key takeaways are the director’s independence status (relevant to committee composition and governance practices) and the modest, standard compensation package (cash retainer plus equity). There are no disclosed related-party concerns or special arrangements tied to the appointment.