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

• tm2427451d20_sc13ga.htm (SC 13G/A) — 78KB
• tm2427451d20_ex1.htm (EX-99.1) — 8KB
• 0001104659-24-119295.txt ( ) — 88KB

(a). Name of Issuer

Item 1(a). Name of Issuer : Celcuity Inc. (the “ Issuer ”)

(b). Address

Item 1(b). Address of Issuer’s Principal Executive Offices : 16305 36 th Avenue North, Suite 100, Minneapolis, MN 55446

(a). Names

Item 2(a). Names of Persons Filing : The names of the persons filing this report (collectively, the “ Reporting Persons ”) are: RA Capital Management, L.P. (“ RA Capital ”) Peter Kolchinsky Rajeev Shah RA Capital Healthcare Fund, L.P. (the “ Fund ”)

(b). Address

Item 2(b). Address of Principal Business Office or, if None, Residence : The address of the principal business office of each of the Reporting Persons is: c/o RA Capital Management, L.P., 200 Berkeley Street, 18 th Floor, Boston MA 02116

(c). Citizenship

Item 2(c). Citizenship : RA Capital is a Delaware limited partnership. Dr. Kolchinsky and Mr. Shah are United States citizens.

(d). Title

Item 2(d). Title of Class of Securities : Common Stock, $0.001 par value per share (“ Common Stock ”)

(e). CUSIP

Item 2(e). CUSIP Number : 15102K100

If

Item 3. 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.

Ownership

Item 4. Ownership . The Fund directly holds warrants (“ Warrants ”) through which it has the right to acquire 1,286,960 shares of Common Stock. The shares reported herein for the Reporting Persons represent 1,286,960 shares of Common Stock that the Reporting Persons beneficially own based on the right to acquire, upon the exercise of the Warrants. The Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Act ”), more than 9.9% of the Common Stock then issued and outstanding (the “ Ownership Blocker Limitation ”). 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/A. The beneficial ownership information reported is based on (i) 37,030,155 outstanding shares of Common Stock, as reported in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission on August 28, 2024, plus (ii) 1,286,960 shares of Common Stock of which the Reporting Persons may acquire beneficial ownership upon the exercise of the Warrants. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s portfolio, including the shares of the Issuer’s Common Stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days&rs

Ownership

Item 5. Ownership of Five Percent or Less of a Class . If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following .

Ownership

Item 6. Ownership of More than Five Percent on Behalf of Another Person . Not applicable.

Identification

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person . Not applicable.

Identification

Item 8. Identification and Classification of Members of the Group . Not applicable.

Notice

Item 9. Notice of Dissolution of Group . Not applicable.

Certification

Item 10. Certification . By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. Exhibit List Exhibit 1: Joint filing agreement SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: November 14, 2024 RA CAPITAL MANAGEMENT, L.P. By: /s/ Peter Kolchinsky Name: Peter Kolchinsky Title: Authorized Signatory PETER KOLCHINSKY /s/ Peter Kolchinsky RAJEEV SHAH /s/ Rajeev Shah RA CAPITAL HEALTHCARE FUND, L.P. By: RA Capital Healthcare Fund GP, LLC Its: General Partner By: /s/ Peter Kolchinsky Name: Peter Kolchinsky Title: Manager

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