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Filing Details

Accession Number:: 0001493152-25-006962
Form Type:: 13G Filing
Publication Date:: 2025-02-13 19:00:00

Filed By:: Commodore Capital
Company:: Celcuity Inc.
Filing Date:: 2025-02-14
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Beneficially Owned Number of Shares	Beneficially Owned Number of Aggregate Shares	Percent of Class
COMMODORE CAPITAL LP	0	1,095,650	2.9%
Commodore Capital Master LP	0	1,095,650	2.9%

Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

Celcuity Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

15102K100

(CUSIP Number)

12/31/2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No.

15102K100

Names of Reporting Persons

COMMODORE CAPITAL LP

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,095,650.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,095,650.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,095,650.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

2.9 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: See Item 2 for additional information.

SCHEDULE 13G

CUSIP No.

15102K100

Names of Reporting Persons

Commodore Capital Master LP

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,095,650.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,095,650.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,095,650.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

2.9 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: See Item 2 for additional information.

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

Celcuity Inc.

(b)

Address of issuer's principal executive offices:

16305 36th Avenue North, Suite 100, Minneapolis, Minnesota 55446

Item 2.

(a)

Name of person filing:

This report on Schedule 13G is being filed by Commodore Capital LP, a Delaware limited partnership (the "Firm") and Commodore Capital Master LP, a Cayman Islands exempted limited partnership ("Commodore Master"). The Firm is the investment manager to Commodore Master. As of December 31, 2024, the Firm may be deemed to beneficially own an aggregate of 1,095,650 shares of common stock, $0.001 par value per share (the "Common Stock"), of the Issuer, consisting of (i) 400,000 shares of Common Stock and (ii) 695,650 shares of Common Stock underlying a warrant, subject to a beneficial ownership limitation of 9.99%. The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are based on 37,129,556 shares of Common Stock reported as issued and outstanding as of November 8, 2024 in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2024.

(b)

Address or principal business office or, if none, residence:

The address for the Firm and Commodore Master is: 444 Madison Avenue, Floor 35, New York, New York 10022.

(c)

Citizenship:

The Firm is a Delaware limited partnership and Commodore Master is a Cayman Islands exempted limited partnership.

(d)

Title of class of securities:

Common Stock, $0.001 par value per share

(e)

CUSIP No.:

15102K100

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

1,095,650.00

(b)

Percent of class:

2.9 %

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote:

1,095,650.00

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of:

1,095,650.00

Item 5.

Ownership of 5 Percent or Less of a Class.

Ownership of 5 percent or less of a class

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

COMMODORE CAPITAL LP

Signature:	/s/ Michael Kramarz
Name/Title:	Michael Kramarz, Managing Partner
Date:	02/14/2025

Commodore Capital Master LP

Signature:	/s/ Michael Kramarz
Name/Title:	Michael Kramarz, Authorized Signatory
Date:	02/14/2025

Exhibit Information

1. Joint Filing Agreement dated as of July 9, 2021, by and between Commodore Capital LP and Commodore Capital Master LP (incorporated by reference to Exhibit 1 to the Schedule 13G filed with the Securities and Exchange Commission on July 9, 2021).