SC 13G/A: Celcuity Inc.

AI Summary

SC 13G/A filing by Celcuity Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class o

Filing Documents

• d700479dsc13ga.htm (SC 13G/A) — 57KB
• d700479dex991.htm (EX-99.1) — 4KB
• 0001193125-24-036355.txt ( ) — 62KB

From the Filing

SC 13G/A 1 d700479dsc13ga.htm SC 13G/A SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Celcuity Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15102K100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) 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 persons 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 Perceptive Advisors 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 1,481,300 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 1,481,300 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,481,300 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.1% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA CUSIP No. 15102K100 1 NAMES OF REPORTING PERSONS Joseph Edelman 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 United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 1,481,300 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 1,481,300 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,481,300 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.1% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 15102K100 1 NAMES OF REPORTING PERSONS Perceptive Life Sciences Master Fund, Ltd. 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 Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 1,481,300 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 1,481,300 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,481,300 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.1% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO Item1(a). Name of Issuer : Celcuity Inc. (the Issuer) Item1(b). Address of Issuers Principal Executive Offices : 16305 36 th Avenue North, Suite 100 Minneapolis, MN 55446 Item2(a). Names of Persons Filing : The names of the persons filing this report (collectively, the Reporting Persons) are: Perceptive Advisors LLC (Perceptive Advisors) Joseph Edelman (Mr. Edelman) Perceptive Life Sciences Master Fund, Ltd. (the Master Fund) Item2(b). Address of Principal Business Office or, if None, Residence : The address of the principal business office of each of the Reporting Persons is: 51 Astor Place, 10th Floor New York, NY 10003 Item2(c). Citizenship : Perceptive Advisors is a Delaware limited liability company Mr. Edelman is a United States citizen The Master Fund is a Cayman Islands corporation Item2(d). Title of Class of Securities : Common Stock, $0.001 par value per share (Common Stock) Item2(e). CUSIP Number : 15102K100 Item3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. Item4. The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages reported are based on 24,203,156 outstanding shares of Common Stock as reported by the Issuer in its prospectus supplement filed on November 29, 2023. The Master Fund directly holds 1,481,300 shares of Common Stock. Perceptive Advisors serves as the investment manager to the Master Fund and may be deemed to ben

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