SCHEDULE: Perceptive Advisors Cuts Celcuity Stake Below 5%

Perceptive Advisors and Joseph Edelman have reduced their beneficial ownership in Celcuity Inc. to 4.31%, holding 1,633,208 shares.

Summary

• Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd. (collectively, the "Reporting Persons") have filed an Amendment No. 3 to their Schedule 13G regarding their beneficial ownership in Celcuity Inc.
• The Reporting Persons collectively beneficially own 1,633,208 shares of Celcuity Inc. Common Stock.
• This ownership represents 4.31% of the outstanding Common Stock, based on 37,866,358 shares outstanding as of May 7, 2025.
• Perceptive Advisors serves as the investment manager to Perceptive Life Sciences Master Fund, Ltd., which directly holds the shares.
• Joseph Edelman is the managing member of Perceptive Advisors and is deemed to beneficially own the shares.
• The filing indicates shared voting and dispositive power over all 1,633,208 shares by all three Reporting Persons.
• The securities were not acquired or held for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to a significant institutional investor reducing its stake in the company to below 5%, which can be interpreted as a loss of conviction or a strategic divestment.

Negatives

• A significant institutional investor, Perceptive Advisors, has reduced its stake in Celcuity Inc. to below the 5% threshold, which can be interpreted as a negative signal regarding their conviction in the company's near-term prospects.

Risks

• The reduction in beneficial ownership by a notable institutional investor like Perceptive Advisors could signal potential concerns or a shift in investment strategy, which may lead to decreased investor confidence or further selling pressure on Celcuity Inc.'s stock.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding Celcuity Inc.'s future performance or operations.

Industry Context

This filing reflects a change in an institutional investor's position within the biotechnology or healthcare sector, where investment funds frequently adjust their holdings based on company performance, market conditions, and strategic outlooks. A reduction in stake by a specialized life sciences fund like Perceptive Advisors could be a notable event within the industry, potentially influencing other investors' perceptions of Celcuity Inc.

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders: The reduction in stake by a major institutional investor could lead to decreased investor confidence and potential downward pressure on the stock price.

Key Dates

Recommendation

The reduction of a significant stake by a prominent institutional investor like Perceptive Advisors, especially below the 5% threshold, suggests a potential loss of confidence or a strategic exit. For a seasoned investor, this signals a negative outlook and warrants considering a 'sell' position, as it may precede further price depreciation or reflect underlying concerns not immediately apparent.

Keywords

Celcuity Inc., Perceptive Advisors, Joseph Edelman, Beneficial Ownership, Institutional Investor, Schedule 13G, Common Stock, Biotechnology, Healthcare Investment