SCHEDULE 13G/A: Baker Bros. Advisors Maintains Significant 11.3% Stake in Celcuity Inc.

Baker Bros. Advisors and its affiliates have filed an amended Schedule 13G, confirming a beneficial ownership of 11.3% of Celcuity Inc.'s common stock as of March 31, 2025.

Summary

• Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC, Julian C. Baker, and Felix J. Baker (collectively, the "Reporting Persons") have filed an Amendment No. 2 to their Schedule 13G regarding Celcuity Inc.
• As of March 31, 2025, the Reporting Persons collectively beneficially own 4,257,735 shares of Celcuity Inc. Common Stock.
• This ownership represents 11.3% of the outstanding Common Stock of Celcuity Inc., based on 37,839,392 shares outstanding as of March 24, 2025.
• The shares are held by Baker Brothers Life Sciences, L.P. (10.2% or 3,861,690 shares) and 667, L.P. (1.1% or 396,045 shares).
• The Reporting Persons hold sole voting power and sole dispositive power over all 4,257,735 shares.
• The filing notes the existence of pre-funded warrants with an exercise price of $0.001 per share, subject to a 4.99% beneficial ownership limitation (the "Maximum Percentage").
• The Maximum Percentage can be increased to 19.99% by written notice, effective 61 days after delivery to the Issuer.
• Due to the current Maximum Percentage, the Funds (Life Sciences and 667) cannot presently exercise any of the pre-funded warrants.
• The securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of the issuer.

Sentiment

Score: 7

Explanation: The continued significant stake by a reputable life sciences investor like Baker Bros. Advisors is generally viewed as a positive signal of confidence in the company, even if it's a passive investment.

Positives

• The continued significant stake (11.3%) by Baker Bros. Advisors, a prominent life sciences investment firm, may signal confidence in Celcuity Inc.'s long-term prospects.
• The investment is stated to be in the ordinary course of business, indicating a passive investment rather than an activist stance, which can provide stability.

Future Outlook

The document indicates that the Funds cannot currently exercise their pre-funded warrants due to a 4.99% beneficial ownership limitation, but this limit can be increased to 19.99% with 61 days' notice to the Issuer, suggesting a potential for future warrant exercise and increased ownership.

Industry Context

Baker Bros. Advisors is a well-known investment firm specializing in the life sciences sector. Their continued significant stake in Celcuity Inc., a biotechnology company, aligns with their established investment strategy and focus within the industry.

Stakeholder Impact

• Shareholders: The continued significant investment by a prominent institutional investor like Baker Bros. Advisors may be perceived positively, potentially bolstering investor confidence in Celcuity Inc.'s stock.

Next Steps

• The Funds may, from time to time, increase the Maximum Percentage applicable to their pre-funded warrants to any percentage not exceeding 19.99% by providing written notice to Celcuity Inc. Any such increase would become effective 61 days after the notice is delivered.

Key Dates

Keywords

Celcuity Inc., Baker Bros. Advisors, Schedule 13G, Beneficial Ownership, Common Stock, Investment Firm, Biotechnology, Institutional Investor, SEC Filing