SCHEDULE 13G/A: Commodore Capital Discloses 2.9% Stake in Celcuity Inc. via Amended SEC Filing
Schedule 13G Amendment
Commodore Capital LP and Commodore Capital Master LP have filed an amended Schedule 13G, reporting a beneficial ownership of 2.9% in Celcuity Inc. as of December 31, 2024.
Summary
- Commodore Capital LP, a Delaware limited partnership, and Commodore Capital Master LP, a Cayman Islands exempted limited partnership, have filed an Amendment No. 5 to Schedule 13G.
- The filing reports their beneficial ownership in Celcuity Inc.'s Common Stock, $0.001 par value per share.
- As of December 31, 2024, the reporting persons collectively beneficially own 1,095,650 shares of Celcuity Inc. Common Stock.
- This aggregate amount represents 2.9% of Celcuity Inc.'s outstanding Common Stock.
- The ownership consists of 400,000 shares of Common Stock and 695,650 shares underlying a warrant, which is subject to a beneficial ownership limitation of 9.99%.
- The ownership percentage is calculated based on 37,129,556 shares of Common Stock reported as issued and outstanding by Celcuity Inc. as of November 8, 2024, in its Quarterly Report on Form 10-Q.
- Commodore Capital LP acts as the investment manager to Commodore Capital Master LP, with Michael Kramarz and Robert Egen Atkinson serving as managing partners and exercising investment discretion.
Sentiment
Score: 5
Explanation: The document is a factual disclosure of beneficial ownership and does not contain information that would inherently lead to a positive or negative sentiment.
Risks
- The beneficial ownership of 695,650 shares is underlying a warrant, which is subject to a beneficial ownership limitation of 9.99%. This means the full exercise of the warrant might be restricted if it causes ownership to exceed this threshold.
Future Outlook
This document does not contain any forward-looking statements or guidance regarding the issuer's future outlook.
Industry Context
This filing is a routine disclosure of beneficial ownership by an institutional investor, common in the financial industry for transparency regarding significant equity stakes. It does not provide broader industry trends or competitive analysis.
Related Party Transactions
- Commodore Capital LP is the investment manager to Commodore Capital Master LP, indicating a related party relationship in the beneficial ownership structure.
Stakeholder Impact
- Shareholders: Provides transparency regarding a significant institutional investor's stake in Celcuity Inc., which can influence market perception and trading activity.
Key Dates
| Date | Description |
|---|---|
| 2024-11-08 | Date as of which Celcuity Inc. reported 37,129,556 shares of Common Stock issued and outstanding in its Form 10-Q. |
| 2024-11-14 | Date Celcuity Inc. filed its Quarterly Report on Form 10-Q with the SEC. |
| 2024-12-31 | Date of event which requires filing of this statement, representing the beneficial ownership calculation date. |
| 2025-02-14 | Date the Schedule 13G Amendment No. 5 was filed with the SEC. |
Keywords
Celcuity Inc., Commodore Capital LP, Commodore Capital Master LP, Schedule 13G, Beneficial Ownership, Common Stock, SEC Filing, Investment Management, Warrant, Equity Stake
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