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Celcuity prices upsized $500M convertible offering at 0.250% coupon

What's the deal? Celcuity (Nasdaq: CELC), a clinical-stage biotech company, priced an upsized public offering of $500M in convertible senior notes due 2032 — up from an initial $400M target. The notes carry a slim 0.250% annual coupon and mature on August 1, 2032.

The initial conversion price is roughly $124.53 per share, a 40% premium over Celcuity's last reported sale price on June 3, 2026. Net proceeds are estimated at $484.3M, or up to $557M if underwriters exercise their full $75M over-allotment option.

Celcuity plans to use the money to repay its existing Oxford FinanceDealroom has a profile for this one. Try Dealroom → loan, fund clinical and commercialisation activities, and cover working capital and general corporate purposes.

Why now? Strong investor demand let Celcuity upsize the offering by 25%. The company locked in an exceptionally low coupon rate — just 0.250% — on senior unsecured debt, suggesting the market views its pipeline favourably. Trading volume on the day of pricing ran at more than three times the 20-day average, reflecting heightened investor interest.

What could go wrong? Adding $500M in senior debt significantly increases Celcuity's leverage. If the stock eventually trades above the conversion price, noteholders could convert into equity, diluting existing shareholders. The notes also include redemption and fundamental-change provisions that add complexity for both investors and the company.

Celcuity's shares fell about 2.7% on the news, even as close biotech peers posted mixed-to-positive moves — a sign the market is pricing in dilution risk rather than reacting to broader sector trends.

The signal: Celcuity's ability to raise $500M at a 0.250% coupon underscores how late-growth precision oncology companies can tap debt markets on remarkably favourable terms when investors see a credible clinical catalyst ahead. Replacing the Oxford Finance venture-debt facility — a corporate lender typically associated with earlier-stage risk profiles — with long-dated, low-cost convertible notes signals that the market views Celcuity's transition from clinical-stage to potential commercialisation as increasingly de-risked.

Read more: stocktitan.net

Source: dealroom

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