SCHEDULE: Baker Bros. Advisors Adjusts Celcuity Stake

Baker Bros. Advisors LP and its affiliates have filed an amendment to their Schedule 13D, reporting a reduction in their beneficial ownership of Celcuity Inc. common stock to 9.99% and intending to transition to Schedule 13G filings.

Summary

• Baker Bros. Advisors LP, along with its affiliates Baker Bros. Advisors (GP) LLC, Julian C. Baker, and Felix J. Baker (collectively, the 'Reporting Persons'), have filed Amendment No. 2 to their Schedule 13D concerning Celcuity Inc. common stock.
• This amendment reports a sale of Celcuity Inc. common stock, resulting in a change in beneficial ownership.
• The Reporting Persons have set a beneficial ownership limitation ('Maximum Percentage') of 9.99% for prefunded warrants held by their funds, 667, L.P. and Baker Brothers Life Sciences, L.P.
• As a result of these sales and the ownership limitation, the Reporting Persons now beneficially own less than 10% of the outstanding common stock.
• The Reporting Persons intend to transition to filing on Schedule 13G for future disclosures, as they are no longer considered affiliates and hold the securities for investment purposes.
• The filing details the number of shares of common stock, prefunded warrants, and convertible notes held by the funds.
• Transactions reported include sales of common stock by 667, L.P. and Baker Brothers Life Sciences, L.P. on July 14, 2026, at $102.50 per share.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, primarily an administrative update reflecting a strategic adjustment in reporting and ownership levels rather than a significant event impacting the company's fundamental value.

Positives

• Baker Bros. Advisors LP has successfully reduced its stake to below the 10% threshold, potentially simplifying reporting requirements.
• The sale of shares on July 14, 2026, at $102.50 per share indicates a favorable exit price for a portion of their holdings.
• The company's common stock outstanding as of May 7, 2026, was 48,766,288 shares, providing a basis for ownership percentage calculations.

Negatives

• The Reporting Persons have sold a significant number of shares, with 667, L.P. selling 261,368 shares and Baker Brothers Life Sciences, L.P. selling 2,838,632 shares.
• Due to ownership limitations, the Reporting Persons cannot currently convert any of their 2.75% Convertible Notes.
• The beneficial ownership limitation for converting convertible notes is set at 4.99%, preventing immediate conversion of the $30,750,000 principal amount.

Risks

• The ability to exercise prefunded warrants is subject to beneficial ownership limitations, which could restrict future share acquisition.
• The conversion of 2.75% Convertible Notes is currently restricted by a 4.99% beneficial ownership limitation, preventing conversion.
• Future increases to the beneficial ownership limitation for warrants or convertible notes will not be effective until 61 days after notice is delivered to the Issuer.

Future Outlook

The Reporting Persons may purchase additional securities or dispose of securities in varying amounts and at varying times based on their ongoing assessment of factors including share availability, Issuer's business prospects, economic conditions, and market conditions. They intend to transition to Schedule 13G filings.

Management Comments

• The Funds hold securities of the Issuer for investment purposes.
• The Reporting Persons or their affiliates may purchase additional securities or dispose of securities in varying amounts and at varying times depending upon the Reporting Persons' continuing assessments of pertinent factors.
• As a result of the dispositions of Common Stock reported in Item 5(c) and the setting of the Maximum Percentage at 9.99% described above, the Reporting Persons beneficially own less than 10% of the outstanding Common Stock, are not affiliates of the Issuer, and hold the securities of the Issuer for investment purposes and not with the purpose or effect of changing or influencing control of the Issuer.
• Accordingly, the Reporting Persons are eligible to report their beneficial ownership of the Common Stock on Schedule 13G and intend to report on Schedule 13G in future filings, subject to the applicable requirements of Rule 13d-1.

Industry Context

StockSavvy.ai notes that this filing reflects a common strategy for large institutional investors to manage their ownership stakes below certain reporting thresholds, particularly when dealing with convertible instruments and warrants that have beneficial ownership limitations. The transition to Schedule 13G indicates a shift from active, potentially controlling stake management to a more passive investment posture.

Comparison to Industry Standards

• The 9.99% beneficial ownership limitation for warrants is a standard practice to avoid triggering beneficial ownership reporting requirements under Section 13(d) of the Securities Exchange Act of 1934, which typically requires a Schedule 13D filing for holdings of 5% or more.
• The 4.99% beneficial ownership limitation for convertible notes is also a common mechanism to prevent a holder from inadvertently exceeding the 5% threshold upon conversion, especially if the issuer has a large number of outstanding shares.
• The transition from Schedule 13D to Schedule 13G is a standard procedure for investors who no longer meet the criteria for active beneficial ownership reporting (e.g., not seeking to influence control) and whose holdings fall within the passive investment reporting requirements of Schedule 13G.

Stakeholder Impact

• Shareholders: The sale of a significant block of shares by a major holder might be interpreted in various ways, but the filing indicates a shift to passive investment, which could reduce immediate market influence from this entity.
• Management: The filing confirms that the Reporting Persons do not intend to change or influence control of the Issuer, which provides clarity on their relationship with the company's leadership.
• Creditors: No direct impact on creditors is indicated by this filing.

Next Steps

• Reporting Persons intend to report future beneficial ownership on Schedule 13G.
• The beneficial ownership limitations on warrants and convertible notes may be adjusted in the future, with changes becoming effective 61 days after notice.

Key Dates

Keywords

Celcuity Inc., Schedule 13D, Baker Bros. Advisors LP, Beneficial Ownership, Common Stock, Prefunded Warrants, Convertible Notes, Amendment