Soleus Capital Amends Celcuity Stake, Maintains Passive Investment

TL;DR

**Soleus Capital still owns Celcuity stock, but it's a passive stake.**

AI Summary

Soleus Capital Master Fund, L.P. and its affiliated entities, including Soleus Private Equity Fund II, L.P. and Soleus Capital Group, LLC, filed an amended Schedule 13G/A on February 9, 2024, indicating their ownership of Celcuity Inc. common stock as of December 31, 2023. This amendment, their second, updates their previous filing regarding their passive investment in Celcuity, a medical laboratories company. This matters to investors as it provides transparency into a significant institutional holder's position, confirming their continued, albeit passive, interest in the company.

Why It Matters

This filing confirms Soleus Capital's continued, passive ownership in Celcuity Inc., providing transparency on a key institutional investor's position and potentially signaling stability.

Risk Assessment

Risk Level: low — This is a routine amendment filing by a passive investor, indicating no immediate change in strategy or significant new risks.

Analyst Insight

An investor should note that Soleus Capital maintains a passive stake in Celcuity Inc., suggesting no immediate activist intentions or significant changes in their investment thesis based on this routine amendment.

Key Players & Entities

• Soleus Capital Master Fund, L.P. (company) — reporting person filing the SC 13G/A
• Celcuity Inc. (company) — subject company whose securities are being reported
• Soleus Private Equity Fund II, L.P. (company) — group member of the reporting persons
• Soleus Capital Group, LLC (company) — group member of the reporting persons
• GUY LEVY (person) — group member of the reporting persons

FAQ

Key Financial Figures

• $0.001 — f shares of the common stock, par value $0.001 per share (“Common Stock”),

Filing Documents

• ea193268-13ga2soleus_celcu.htm (SC 13G/A) — 241KB
• 0001213900-24-011890.txt ( ) — 243KB

From the Filing

SC 13G/A 1 ea193268-13ga2soleus_celcu.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CELCUITY INC. (Name of Issuer) Common Stock (Title of Class of Securities) 15102K100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 15102K100 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Soleus Private Equity Fund II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 2,623,890 (1)(2) 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 2,623,890 (1)(2) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,623,890 (1)(2) 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% (3) 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN FOOTNOTES (1) The shares are owned directly by Soleus Private Equity Fund II, L.P. (“Soleus PE”). Soleus Private Equity GP II, LLC (“Soleus GP”) is the sole general partner of Soleus PE. Soleus GP holds voting and dispositive power over the shares held by Soleus PE. Soleus PE GP II, LLC is the sole manager of Soleus GP. Mr. Guy Levy is the sole managing member of Soleus PE GP II, LLC. Each of Mr. Guy Levy, Soleus PE GP II, LLC and Soleus GP disclaims beneficial ownership of these securities held by Soleus PE and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, except to the extent of their respective pecuniary interests therein. (2) Consists of shares of the common stock, par value $0.001 per share (“Common Stock”), of Celcuity Inc. (the “Issuer”) that are either held by Soleus PE, or that may be acquired upon the conversion of shares of the Series A Convertible Preferred Stock of the Issuer (“Preferred Stock”) or the exercise of warrants to purchase shares of Preferred Stock (“Warrants”) that are held by Soleus PE. The share numbers reflected in this report represent the maximum number of shares of Common Stock that may be held by the Reporting Persons as a result of the beneficial ownership limitations set forth in the Certificate of Designations of Preferences, Rights and Limitations of the Preferred Stock (the “Certificate of Designations”) and in the Warrants. (3) This percentage is calculated based upon 24,203,156 shares of Common Stock outstanding of the Issuer as of November 6, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2023 filed with the Securities and Exchange Commission on November 13, 2023 (the “Form 10-Q”). 2 CUSIP NO. 15102K100 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Soleus Private Equity GP II, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 2,623,890 (1)(2) 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 2,623,890 (1)(2) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,623,890 (1)(2) 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% (3) 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO FOOTNOTES (1) The shares reported in this row are owned directly by Soleus PE. Soleus GP is the sole general partner of Soleus PE. Soleus GP holds v

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