Celcuity Inc. 8-K/A

What Happened
Celcuity Inc. (CELC) filed an 8-K announcing that its Board increased from seven to eight members and appointed Charles (Chip) R. Romp as a director effective February 11, 2026. The Board determined Mr. Romp is an independent director under Nasdaq and SEC rules. His term runs through the Company’s 2026 Annual Meeting of Stockholders (or until his earlier death, resignation or removal). On May 14, 2026, the Board also appointed him to the Compensation Committee and the Nominating and Corporate Governance (N&CG) Committee.

Key Details

• Board size increased from 7 to 8 and Mr. Romp filled the resulting vacancy (effective Feb 11, 2026).
• Director compensation program: $70,000 annual cash retainer (paid quarterly) and an annual equity award with a fair market value of $135,000 (restricted stock, options, or both at director’s election).
• Upon appointment, Mr. Romp received a pro‑rated grant of 215 restricted shares under the 2017 Stock Incentive Plan; those shares vested in full on April 30, 2026.
• No arrangements or understandings led to his selection and no reportable related‑party transactions under Item 404(a) of Regulation S‑K.

Why It Matters
This 8‑K signals a governance change: Celcuity added an independent director and assigned him to key governance and compensation committees, which may affect oversight of executive pay and corporate governance practices. The filing provides concrete, investor‑relevant details about director compensation and confirms there are no reportable related‑party ties tied to this appointment.