SC 13G/A: Celcuity Inc.

AI Summary

SC 13G/A filing by Celcuity Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

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

Filing Documents

• ea0221047-13ga3soleus2_celcu.htm (SC 13G/A) — 192KB
• 0001213900-24-098335.txt ( ) — 194KB

From the Filing

SC 13G/A 1 ea0221047-13ga3soleus2_celcu.htm AMENDMENT NO. 3 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* CELCUITY INC. (Name of Issuer) Common Stock (Title of Class of Securities) 15102K100 (CUSIP Number) September 30, 2024 (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 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 1,754,231 (1)(2) 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 1,754,231 (1)(2) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,754,231 (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) 4.6% (3) 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN FOOTNOTES (1) The shares reported in this row are held directly by Soleus Private Equity Fund II, L.P. (“Soleus PE”). Soleus Private Equity GP II, LLC (“Soleus PE GP”) is the sole general partner of Soleus PE, Soleus PE GP II, LLC is the sole manager of Soleus PE GP, Soleus Capital Management, L.P. (“Soleus Capital Management”) is the investment manager for Soleus PE and for Soleus Capital Master Fund, L.P. (“Master Fund”), and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP II, LLC, Soleus PE GP, Soleus Capital Management and Soleus GP, LLC disclaims beneficial ownership of these shares held by Soleus PE other than for the purpose of determining their obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the filing of this report shall not be deemed an admission that any of Mr. Levy, Soleus PE GP II, LLC, Soleus PE GP, Soleus Capital Management or Soleus GP, LLC is the beneficial owner of such shares for any other purpose. (2) Consists of shares of the common stock, par value $0.001 per share (“Common Stock”), of 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. (3) This percentage is calculated based upon 37,028,733 shares of the common stock of Celcuity Inc. (the “Issuer”) outstanding as of August 7, 2024, as set forth on the cover of the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 that was filed with the Securities and Exchange Commission on August 14, 2024 (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 1,754,231 (1)(2) 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 1,754,231 (1)(2) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,754,231 (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) 4.6% (3) 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO FOOTNOTES (1) The shares reported in this row are held directly by Soleus PE. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP II, LLC is the sole manager of Soleus PE GP, Soleus Capital Management is the investment manager for Soleus PE and for Master Fund, and Soleus G

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