SCHEDULE 13G/A: Soleus Entities Disclose Significant Stake in Celcuity Inc., Reaching 9.9% Beneficial Ownership

Multiple Soleus-affiliated entities and their managing member, Guy Levy, have filed an amended Schedule 13G, disclosing a combined beneficial ownership of 9.9% in Celcuity Inc.'s common stock as of December 31, 2024.

Summary

• Soleus Capital Master Fund, L.P. and its related entities (Soleus Capital, LLC, Soleus Capital Group, LLC) beneficially own 3,872,184 shares of Celcuity Inc. common stock, representing 9.9% of the class.
• Soleus Private Equity Fund II, L.P. and its related entities (Soleus Private Equity GP II, LLC, Soleus PE GP II, LLC) beneficially own 1,754,231 shares of Celcuity Inc. common stock, representing 4.6% of the class.
• Soleus Capital Management, L.P., Soleus GP, LLC, and Guy Levy collectively report beneficial ownership of 3,797,871 shares, also representing 9.9% of the class, reflecting their oversight of both Soleus PE and Master Fund holdings.
• The reported shares include common stock directly held, as well as shares convertible from Series A Convertible Preferred Stock or acquirable upon exercise of warrants held by Soleus PE and Master Fund.
• The percentage ownership is calculated based on 37,129,556 shares of Celcuity Inc. common stock outstanding as of November 8, 2024, as reported in the Issuer's Form 10-Q for the fiscal quarter ended September 30, 2024.
• The beneficial ownership limitations set forth in the Certificate of Designations of the Preferred Stock and in the Warrants influence the maximum number of shares reported by the reporting persons.

Sentiment

Score: 5

Explanation: The document is a factual, regulatory filing (Schedule 13G Amendment No. 4) disclosing beneficial ownership. It contains no subjective language, financial performance data, or forward-looking statements that would indicate a positive or negative sentiment. Its purpose is purely informational regarding ownership structure.

Risks

• The reporting persons (Guy Levy, Soleus PE GP II, LLC, Soleus PE GP, Soleus Capital Management, Soleus GP, LLC, Soleus Capital Group, LLC, Soleus Capital, LLC) disclaim beneficial ownership of the reported shares for purposes other than determining their obligations under Section 13(d) of the Exchange Act, which is a standard legal disclaimer in such filings.

Future Outlook

NA

Industry Context

This Schedule 13G filing is a routine disclosure required by the SEC when an entity or group acquires beneficial ownership of more than 5% of a company's voting class of securities. It provides transparency into significant ownership stakes, which can be of interest to other investors as it indicates a substantial institutional position in Celcuity Inc. The filing indicates a passive investment intent, as is typical for a 13G.

Stakeholder Impact

• Shareholders: Provides transparency regarding significant institutional ownership, which can influence market perception and liquidity. The disclosure of a 9.9% stake by a group of investment entities indicates a notable institutional presence in Celcuity Inc.

Key Dates

Keywords

Celcuity Inc., Soleus Capital Master Fund, Soleus Private Equity Fund, Beneficial Ownership, SEC Filing, Schedule 13G, Common Stock, Preferred Stock, Warrants, Institutional Investor, Investment Management, Equity Stake