10-K: Celcuity's Gedatolisib NDA Accepted with Priority Review
Annual Report
Celcuity Inc. announced the FDA's acceptance of its New Drug Application for gedatolisib with Priority Review, targeting HR+/HER2advanced breast cancer, following strong Phase 3 clinical trial results.
Summary
- Celcuity Inc. is a clinical-stage biotechnology company focused on developing targeted therapies for solid tumor indications, with gedatolisib as its lead therapeutic candidate.
- Gedatolisib is a pan-class I isoform PI3K inhibitor that comprehensively inhibits the PI3K/AKT/mTOR (PAM) pathway, differentiating it from other approved and investigational therapies.
- The Phase 3 VIKTORIA-1 clinical trial for HR+/HER2advanced breast cancer (ABC) has completed enrollment for both PIK3CA wild-type (WT) and mutant-type (MT) cohorts.
- Detailed results for the VIKTORIA-1 PIK3CA WT cohort showed statistically significant and clinically meaningful improvements in progression-free survival (PFS) for both gedatolisib triplet and doublet regimens compared to fulvestrant.
- The gedatolisib triplet (gedatolisib, fulvestrant, and palbociclib) reduced the risk of disease progression or death by 76% (HR 0.24; median PFS 9.3 months vs. 2.0 months for fulvestrant).
- The gedatolisib doublet (gedatolisib and fulvestrant) reduced the risk of disease progression or death by 67% (HR 0.33; median PFS 7.4 months vs. 2.0 months for fulvestrant).
- Objective response rates (ORR) were 31% for the triplet and 28.3% for the doublet, with median durations of response (DOR) of 17.5 months and 12.0 months, respectively.
- Gedatolisib was granted Fast Track designation in January 2022 and Breakthrough Therapy designation in July 2022 for HR+/HER2ABC after progression on CDK4/6 therapy.
- The FDA granted Celcuity's request for Real-Time Oncology Review (RTOR) for the gedatolisib NDA in August 2025, and the NDA submission was completed in November 2025.
- The FDA accepted the NDA on January 16, 2026, with Priority Review and a PDUFA target user fee goal date of July 17, 2026.
- A Phase 3 VIKTORIA-2 clinical trial for first-line HR+/HER2endocrine treatment resistant ABC is ongoing, with the first patient dosed in July 2025 and safety run-in completed in Q1 2026.
- A Phase 1b/2 clinical trial (CELC-G-201) evaluating gedatolisib in combination with darolutamide for metastatic castration-resistant prostate cancer (mCRPC) is ongoing, with preliminary Phase 1 data reported in Q4 2025.
- The company reported a net loss of $177.0 million for the year ended December 31, 2025, compared to $111.8 million in 2024, with an accumulated deficit of $448.9 million.
- As of December 31, 2025, cash, cash equivalents, and short-term investments totaled $441.5 million.
- Total indebtedness for borrowed money was $338.8 million as of December 31, 2025, including $201.3 million in convertible senior notes issued in August 2025 and $130.0 million in secured term loans.
Sentiment
Score: 8
Explanation: StockSavvy.ai views this filing as highly positive due to the FDA's acceptance of gedatolisib's NDA with Priority Review and the robust Phase 3 clinical data, which positions the drug as a potential new standard of care. While significant operating losses and capital needs persist, the regulatory and clinical advancements substantially de-risk the lead asset and open a clear path to potential commercialization.
Positives
- Gedatolisib's NDA for HR+/HER2ABC was accepted by the FDA with Priority Review, setting a PDUFA target date of July 17, 2026, indicating an expedited review process.
- The Phase 3 VIKTORIA-1 PIK3CA WT cohort demonstrated statistically significant and clinically meaningful improvements in PFS, with hazard ratios more favorable than previously reported in any Phase 3 trial for this patient population.
- The gedatolisib triplet showed a 7.3-month incremental improvement in median PFS (9.3 months vs. 2.0 months for fulvestrant), and the doublet showed a 5.4-month improvement (7.4 months vs. 2.0 months).
- Objective response rates (ORR) were high for both gedatolisib regimens (31% for triplet, 28.3% for doublet) compared to 1% for fulvestrant, with substantial median durations of response (17.5 months for triplet, 12.0 months for doublet).
- Gedatolisib is the first PAM pathway inhibitor to show positive Phase 3 results in HR+/HER2-/PIK3CA WT ABC patients who progressed on CDK4/6 inhibitors.
- The drug was generally well tolerated in trials, with lower rates of Grade 3 or 4 hyperglycemia (7% in Phase 1b, 2.3% in VIKTORIA-1) and treatment discontinuation (less than 9% in Phase 1b, 2.3-3.1% in VIKTORIA-1) compared to oral PI3K/mTOR inhibitors like alpelisib (39% hyperglycemia, 26% discontinuation) and everolimus (69% hyperglycemia, 24% discontinuation).
- Updated VIKTORIA-1 PIK3CA WT cohort data showed median PFS of 16.6 months for the triplet and 7.1 months for the doublet in certain regions (U.S., Canada, Western Europe, Asia Pacific) versus 1.9 months for fulvestrant.
- Both gedatolisib regimens delayed time to definitive deterioration in patient-reported well-being measures (EQ-5D-5L score) compared to fulvestrant.
- The company estimates a total addressable market for gedatolisib in the second-line setting of over $5.0 billion, with potential peak annual revenue of up to $2.5 billion.
- Received Fast Track and Breakthrough Therapy designations from the FDA, which are intended to expedite development and review.
Negatives
- The company has not yet commercialized a pharmaceutical product and has not generated any revenue to date, incurring significant operating losses ($177.0 million net loss in 2025) and an accumulated deficit of $448.9 million.
- Future financing activities, including equity offerings and convertible debt, could dilute the percentage ownership of current stockholders and potentially cause the stock price to fall.
- The company is dependent on its ability to attract and retain key personnel, and the loss of key executives could hinder business plan implementation.
- Significant competition exists in the pharmaceutical industry from major companies with greater financial resources and expertise, which could impact gedatolisib's market success.
- The company relies heavily on third parties for formulation, manufacturing, distribution, and clinical trial conduct, exposing it to risks of delays, quality issues, or increased costs if these third parties do not perform as expected.
- Indebtedness of $338.8 million could limit cash flow available for operations and expose the company to risks if financial covenants are not met.
Risks
- Inability to raise additional capital on acceptable terms in the future may limit the ability to develop and commercialize gedatolisib.
- Future financing activities could dilute the percentage ownership of stockholders and could cause the stock price to fall, or could result in operating or other restrictions.
- Dependence on the ability to attract and retain key personnel, including the Chief Executive Officer and Chief Science Officer.
- Product liability claims may damage reputation and harm the business if insurance proves inadequate.
- Difficulties in managing growth as development, regulatory, sales, marketing, and distribution capabilities expand.
- Changes to trade policy, including new or increased tariffs and changing import and export regulations, could have a material adverse effect on business, results of operations, and financial condition.
- Indebtedness and liabilities could limit cash flow, expose the company to risks, and impair the ability to satisfy debt obligations.
- Inability to successfully complete clinical development, obtain regulatory approval for, or commercialize gedatolisib, or experiencing delays, including supply chain interruptions, would materially and adversely impact the business.
- Dependence on third parties having accurately generated, collected, interpreted, and reported data from early preclinical and clinical trials of gedatolisib.
- Inability to successfully complete any registrational clinical trials for any drug candidates developed.
- The successful development of products is highly uncertain, with potential for product candidates to fail at any stage or incur greater costs and delays than anticipated.
- Difficulties enrolling patients in clinical trials could delay or adversely affect clinical development activities.
- Interim, topline, and preliminary data from clinical studies may change as more data become available and are subject to audit and verification procedures.
- Significant competition from other pharmaceutical companies, academic institutions, governmental agencies, and research institutions.
- Failure to demonstrate sufficient magnitude of benefit for gedatolisib, even if statistically significant, may not support regulatory approval.
- Lengthy, uncertain, and expensive regulatory approval processes in the U.S. and other jurisdictions.
- Dependence on intellectual property licensed from Pfizer for gedatolisib, with termination of this license resulting in loss of significant rights.
- Failure to comply with obligations under the patent license with Pfizer could lead to loss of license rights.
- Inability to obtain and maintain intellectual property protection for product candidates, or if the scope of protection is not sufficiently broad, competitors could develop similar products.
- Reliance on third parties to conduct certain aspects of preclinical studies and clinical trials and to formulate, manufacture, and distribute drug product.
- Difficulties in scaling production, commercializing, marketing, and distributing products, including hiring and retaining a qualified sales force.
- Information technology systems or data, or those of third parties, being compromised could lead to clinical trial delays, regulatory investigations, litigation, fines, and business disruptions.
- Artificial intelligence presents risks and challenges that can impact the business, including security risks to confidential information and an uncertain regulatory environment.
- Public health matters may materially and adversely impact business, including ongoing clinical trials.
- Even if products achieve requisite approvals, they may fail to achieve the degree of market acceptance by physicians, patients, third-party payors, and others necessary for commercial success.
- Subject to U.S. and foreign governmental regulations and private payor policies that mandate price controls or limitations on patient access or establish prices paid by government entities.
- Business, operational, and financial goals may not be attainable if market opportunities for products are smaller than expected.
- Inability to prevent disclosure of trade secrets and other proprietary information could diminish the value of products.
- Subject to claims by employees claiming ownership of intellectual property.
- Provisions in corporate charter documents and Delaware law could make an acquisition of the company more difficult and may prevent attempts by stockholders to replace or remove current management.
- The price of common stock may be volatile and fluctuate substantially, which could result in substantial losses for purchasers or subject the company to securities litigation.
- Future sales of shares of common stock, including by the company and significant stockholders, could negatively affect the stock price.
- Disruptions at the FDA and other government agencies could hinder the ability to obtain guidance and secure approval of product candidates in a timely manner.
Future Outlook
The company expects to generate revenue from gedatolisib sales starting in the second half of 2026, contingent on regulatory approval. It plans to continue increasing research and development expenses for ongoing and future clinical trials (VIKTORIA-1, VIKTORIA-2, CELC-G-201) and other business development activities. Sales and marketing expenses are also anticipated to increase in preparation for commercial launch. The company believes its current capital resources, combined with available debt facilities, will fund operations through 2027, but may seek additional capital for expansion and new opportunities.
Management Comments
- We believe gedatolisib's unique mechanism of action, differentiated chemical structure, favorable pharmacokinetic properties, and intravenous route of administration offer distinct advantages over currently approved and investigational therapies that target PI3K, AKT, or mTORC1 alone or together.
- We intend to provide an update on our final Phase 3 study design for VIKTORIA-2 in the second quarter of 2026.
- We expect to use cash on hand, together with the funds received or to be received under the debt and equity financings, to fund our research and development expenses, clinical trial costs, capital expenditures, working capital, sales and marketing expenses, and general corporate expenses.
- Based on our current business plan, we believe that our current cash, cash equivalents and short-term investments, together with available borrowings under the Amended A&R Loan Agreement, will provide sufficient cash to finance our operations through 2027.
Industry Context
StockSavvy.ai notes that Celcuity operates in the highly competitive and rapidly evolving oncology biotechnology sector, specifically targeting the PI3K/AKT/mTOR (PAM) pathway, which is frequently dysregulated in many cancers. The industry has seen challenges in developing efficacious and well-tolerated PAM pathway inhibitors due to adaptive resistance mechanisms and toxicity profiles of oral drugs. Celcuity's gedatolisib, with its comprehensive inhibition and intravenous administration, aims to overcome these limitations, positioning it as a potentially differentiated therapy in a crowded market. The focus on HR+/HER2ABC and mCRPC addresses significant unmet medical needs, particularly in patients who have progressed on existing therapies.
Comparison to Industry Standards
- Gedatolisib demonstrated at least 300-fold greater potency on average than single-component PAM inhibitors (alpelisib, capivasertib, everolimus) in breast cancer cell line proliferation rate dose response analysis, and induced a significant cytotoxic effect, unlike the single-component inhibitors.
- Gedatolisib's potency and efficacy were comparable in PIK3CA mutant and wild-type cell lines, contrasting with single-component PAM inhibitors that often show differential activity.
- In the Phase 1b clinical trial, gedatolisib showed a lower incidence of Grade 3 or 4 hyperglycemia (7%) and treatment discontinuation (less than 9%) compared to the FDA-approved oral PI3K inhibitor alpelisib (39% Grade 3/4 hyperglycemia, 26% discontinuation) and mTORC1 inhibitor everolimus (69% Grade 3/4 hyperglycemia, 24% discontinuation), suggesting a better tolerability profile.
- The hazard ratios and incremental PFS improvements observed in the VIKTORIA-1 PIK3CA WT cohort for gedatolisib triplet (HR 0.24, 7.3 months incremental PFS) and doublet (HR 0.33, 5.4 months incremental PFS) are reported as more favorable than any previously reported Phase 3 trial for patients with HR+/HER2ABC receiving at least second-line therapy.
- The median DOR and incremental ORR improvement relative to control for the gedatolisib triplet and doublet are the highest reported for an endocrine therapy-based regimen in 2L HR+/HER2ABC.
Legal Proceedings
- Not currently a party to any legal proceedings that could reasonably be expected to have a material adverse effect on the business, financial condition, and results of operations.
Stakeholder Impact
- Shareholders: Potential for significant value creation if gedatolisib is approved and successfully commercialized, but also risk of dilution from future capital raises and stock price volatility.
- Patients: Potential for a new, highly effective, and better-tolerated treatment option for HR+/HER2advanced breast cancer and metastatic castration-resistant prostate cancer.
- Employees: Increased hiring for commercial launch activities, offering growth opportunities, but also dependence on key personnel retention.
- Creditors: Indebtedness and associated covenants could impact financial flexibility, but successful commercialization would improve repayment capacity.
- Third-party partners (CMOs, CROs, distributors): Continued reliance on these partners for development, manufacturing, and distribution, impacting their business relationships and potential for future contracts.
Next Steps
- FDA review of the gedatolisib NDA with a PDUFA target user fee goal date of July 17, 2026.
- Topline data for the PIK3CA MT cohort of the VIKTORIA-1 Phase 3 clinical trial expected in the second quarter of 2026.
- Update on the final Phase 3 study design for VIKTORIA-2 expected in the second quarter of 2026.
- Determination of the Recommended Phase 2 Dose (RP2D) for gedatolisib in the CELC-G-201 mCRPC trial, followed by enrollment of additional participants in the Phase 2 dose expansion study.
- Potential commercial launch of gedatolisib in the second half of 2026, if regulatory approvals are obtained.
- Possible draw of up to $100.0 million under the Term E Loan upon FDA approval of gedatolisib in second-line wild-type ABC patients post CDK4/6 inhibitor therapy.
- Potential draw of up to three $40.0 million Term F Loans upon achievement of certain trailing three months product revenue thresholds.
- Continued efforts to develop gedatolisib and pursue other business development activities.
- Ongoing compliance with regulatory requirements for manufacturing, labeling, packaging, storage, distribution, advertising, promotion, and post-marketing surveillance if gedatolisib is approved.
Key Dates
| Date | Description |
|---|---|
| 2011-11-15 | Confidentiality, Assignment of Inventions and Non-Competition Agreement signed with Brian F. Sullivan and Lance G. Laing. |
| 2012-08-01 | Company adopted the 2012 Equity Incentive Plan. |
| 2016-01-21 | Private placement offering closed, leading to issuance of warrants with an exercise price of $7.56 per share. |
| 2016-05-02 | Private placement offering closed, leading to issuance of warrants with an exercise price of $7.56 per share. |
| 2017-05-17 | Confidentiality, Non-Compete, and Proprietary Rights Agreement signed with Vicky Hahne. |
| 2017-09-15 | Company converted from a Minnesota limited liability company to a Delaware corporation and changed its name to Celcuity Inc. |
| 2017-09-20 | Common stock listed for quotation on The Nasdaq Capital Market under the symbol CELC. |
| 2017-09-28 | Commercial Lease for corporate space in Minneapolis, Minnesota, signed. |
| 2021-04-08 | Entered into a license agreement with Pfizer Inc. for exclusive worldwide rights to gedatolisib; paid a $5.0 million upfront fee and issued 349,406 shares of common stock to Pfizer. |
| 2022-01-13 | Gedatolisib granted Fast Track designation for HR+/HER2ABC after progression on CDK4/6 therapy. |
| 2022-07-18 | Gedatolisib granted Breakthrough Therapy designation for HR+/HER2ABC after progression on CDK4/6 therapy. |
| 2022-12-01 | First patient dosed in Phase 3 VIKTORIA-1 clinical trial. |
| 2023-10-18 | Entered into a Securities Purchase Agreement to sell pre-funded warrants to purchase up to 5,747,787 shares of common stock. |
| 2023-11-28 | Registration statement on Form S-3 registering for resale the 2023 Registrable Securities was declared effective. |
| 2024-02-01 | First patient dosed in Phase 1b/2 clinical trial (CELC-G-201) evaluating gedatolisib in mCRPC. |
| 2024-03-29 | Second Amendment to Loan and Security Agreement entered into. |
| 2024-05-08 | Sold 149,700 shares of common stock through an Open Market Sale Agreement with Jefferies LLC. |
| 2024-05-30 | Entered into the Amended and Restated Loan and Security Agreement (A&R Loan Agreement); received $100 million funding, including $61.7 million of new borrowings (Term C Loan); issued 103,876 warrants with an exercise price of $14.84 per share. |
| 2024-07-01 | Commenced site selection and activation activities for Phase 3 VIKTORIA-2 clinical trial. |
| 2024-10-01 | Achieved enrollment goal of 351 subjects for the PIK3CA WT cohort of VIKTORIA-1. |
| 2025-05-13 | Entered into the First Amendment to the A&R Loan Agreement. |
| 2025-05-30 | Database cut-off date for the PIK3CA WT cohort of VIKTORIA-1. |
| 2025-06-30 | Announced preliminary data for the CELC-G-201 Phase 1b trial. |
| 2025-07-01 | First patient dosed in Phase 3 VIKTORIA-2 clinical trial. |
| 2025-07-28 | Announced topline data from the PIK3CA WT cohort of the VIKTORIA-1 clinical trial; entered into the Second Amendment to the A&R Loan Agreement. |
| 2025-07-30 | Entered into an underwriting agreement for an equity offering, issuing 1,836,842 shares and pre-funded warrants for up to 400,000 shares; Underwriters exercised option for additional 335,526 shares. |
| 2025-08-01 | Issuance of $201.3 million aggregate principal amount of 2.750% Senior Notes due 2031 completed. |
| 2025-08-15 | Data cut-off date for updated clinical results of CELC-G-201 Phase 1b trial. |
| 2025-08-27 | FDA granted request to submit NDA for gedatolisib under Real-Time Oncology Review (RTOR) program. |
| 2025-09-01 | First pre-submission of NDA to the FDA. |
| 2025-09-09 | Entered into the Third Amendment to the A&R Loan Agreement; received $30.0 million Term D Loan funding; issued warrants to purchase 50,537 shares of common stock. |
| 2025-10-18 | Additional efficacy and safety results from VIKTORIA-1 PIK3CA WT cohort presented at ESMO congress; updated clinical results for CELC-G-201 Phase 1b trial presented at ESMO congress. |
| 2025-11-05 | Signed a lease agreement for new clinical laboratory and office space in Minneapolis, Minnesota. |
| 2025-11-17 | Completed final NDA submission to the FDA. |
| 2025-12-01 | Updated efficacy and safety results from Phase 3 VIKTORIA-1 PIK3CA WT cohort presented at the 2025 San Antonio Breast Cancer Symposium. |
| 2026-01-01 | Number of shares reserved for issuance under the 2017 Plan automatically increased by 371,432 shares; number of shares reserved for issuance under the ESPP automatically increased by 185,716 shares. |
| 2026-01-09 | Filed a new registration statement and prospectus supplement, increasing the aggregate offering amount under the Open Market Sale Agreement to $400.0 million. |
| 2026-01-16 | FDA accepted NDA for gedatolisib, designating it for Priority Review, with a PDUFA target user fee goal date of July 17, 2026. |
| 2026-02-12 | Policy to Prohibit Insider Trading Amended & Restated. |
| 2026-03-01 | Efficacy and safety results from the PIK3CA WT cohort of the Phase 3 VIKTORIA-1 clinical trial of gedatolisib were published in the Journal of Clinical Oncology. |
| 2026-03-17 | As of this date, 48,336,675 shares of common stock outstanding. |
| 2026-04-01 | New clinical laboratory and office space lease term will commence. |
| 2026-04-30 | Existing corporate space lease agreement expires. |
| 2026-05-09 | Expiration date of Innovatus' right to convert up to 20% of Term A Loan into common stock. |
| 2026-07-17 | PDUFA target user fee goal date for gedatolisib NDA. |
| 2026-08-01 | First semi-annual interest payment date for 2.750% Senior Notes due 2031. |
| 2029-11-01 | Maturity date of the term loans under the Amended A&R Loan Agreement. |
| 2031-08-01 | Maturity date of the 2.750% Senior Notes due 2031. |
| 2037-12-31 | Federal and state net operating loss carryforwards for 2017 will begin to expire. |
| 2038-12-31 | Federal research and development tax credit carryforwards will begin to expire. |
| 2041-01-01 | U.S. patent covering the cyclodextrin formulation of gedatolisib expires (including 578 days of Patent Term Adjustment). |
| 2042-08-01 | U.S. patent covering the method of using gedatolisib in breast cancer expires (including 37 days of Patent Term Adjustment). |
Recommendation
strong buyThe FDA's acceptance of Celcuity's NDA for gedatolisib with Priority Review, coupled with the exceptionally strong Phase 3 VIKTORIA-1 data demonstrating superior efficacy and a favorable safety profile compared to existing therapies, represents a transformative milestone. This significantly de-risks the company's lead asset and provides a clear, expedited path to potential market entry. While the company is pre-revenue and incurs substantial losses, the large addressable market and the potential for gedatolisib to become a new standard of care justify a strong buy recommendation for long-term investors willing to accept the inherent risks of a clinical-stage biotech, especially given the upcoming PDUFA date.
Keywords
Gedatolisib, Breast Cancer, Prostate Cancer, PI3K/AKT/mTOR Pathway, Oncology, Clinical Trials, FDA Approval, Biotechnology, Pharmaceuticals, Targeted Therapy, HR+/HER2ABC, mCRPC, VIKTORIA-1, VIKTORIA-2, CELC-G-201, NDA, Priority Review, Fast Track, Breakthrough Therapy, PAM Pathway Inhibitor, Cancer Treatment, Drug Development, Clinical-stage, SEC Filing, 10-K
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