Filing Details

Accession Number:
0001213900-25-012187
Form Type:
13G Filing
Publication Date:
2025-02-10 19:00:00
Filed By:
Soleus Private Equity Fund II, L.P.
Company:
Celcuity Inc.
Filing Date:
2025-02-11
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
Soleus Private Equity Fund II, L.P. 0 1,754,231 4.6%
Soleus Private Equity GP II, LLC 0 1,754,231 4.6%
Soleus PE GP II, LLC 0 1,754,231 4.6%
Soleus Capital Master Fund, L.P. 0 3,872,184 9.9%
Soleus Capital, LLC 0 3,872,184 9.9%
Soleus Capital Group, LLC 0 3,872,184 9.9%
Soleus Capital Management, L.P. 0 3,797,871 9.9%
Soleus GP LLC 0 3,797,871 9.9%
Guy Levy 0 3,797,871 9.9%
Filing





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)






SCHEDULE 13G



Comment for Type of Reporting Person:  (1) The shares reported in this table are held directly by Soleus Private Equity Fund II, L.P. ("Soleus PE"). Soleus Private Equity GP II, LLC ("Soleus PE GP") is the sole general partner of Soleus PE, Soleus PE GP II, LLC is the sole manager of Soleus PE GP, Soleus Capital Management, L.P. ("Soleus Capital Management") is the investment manager for Soleus PE and for Soleus Capital Master Fund, L.P. ("Master Fund"), and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP II, LLC, Soleus PE GP, Soleus Capital Management and Soleus GP, LLC disclaims beneficial ownership of these shares held by Soleus PE other than for the purpose of determining their obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the filing of this report shall not be deemed an admission that any of Mr. Levy, Soleus PE GP II, LLC, Soleus PE GP, Soleus Capital Management or Soleus GP, LLC is the beneficial owner of such shares for any other purpose. (2) The shares reported in this table consist of shares of the common stock, par value $0.001 per share ("Common Stock"), of the Issuer that are either held by Soleus PE, or that may be acquired upon the conversion of shares of the Series A Convertible Preferred Stock of the Issuer ("Preferred Stock") or the exercise of warrants to purchase shares of Preferred Stock ("Warrants") that are held by Soleus PE. (3) The percentage listed in this table is calculated based upon 37,129,556 shares of the common stock of Celcuity Inc. (the "Issuer") outstanding as of November 8, 2024, as set forth on the cover of the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 that was filed with the Securities and Exchange Commission on November 14, 2024 (the "Form 10-Q").


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) The shares reported in this table are held directly by Soleus PE. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP II, LLC is the sole manager of Soleus PE GP, Soleus Capital Management is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP II, LLC, Soleus PE GP, Soleus Capital Management and Soleus GP, LLC disclaims beneficial ownership of these shares held by Soleus PE other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of Mr. Levy, Soleus PE GP II, LLC, Soleus PE GP, Soleus Capital Management or Soleus GP, LLC is the beneficial owner of such shares for any other purpose. (2) The shares reported in this table consist of shares of Common Stock of the Issuer that are either held by Soleus PE, or that may be acquired upon the conversion of shares of the Preferred Stock or the exercise of Warrants that are held by Soleus PE. (3) The percentage listed in this table is calculated based upon 37,129,556 shares of common stock of the Issuer outstanding as of November 8, 2024, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) The shares reported in this table are held directly by Soleus PE. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP II, LLC is the sole manager of Soleus PE GP, Soleus Capital Management is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP II, LLC, Soleus PE GP, Soleus Capital Management and Soleus GP, LLC disclaims beneficial ownership of these shares held by Soleus PE other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of Mr. Levy, Soleus PE GP II, LLC, Soleus PE GP, Soleus Capital Management or Soleus GP, LLC is the beneficial owner of such shares for any other purpose. (2) The shares reported in this table consist of shares of Common Stock of the Issuer that are either held by Soleus PE, or that may be acquired upon the conversion of shares of the Preferred Stock or the exercise of Warrants that are held by Soleus PE. (3) The percentage listed in this table is calculated based upon 37,129,556 shares of common stock of the Issuer outstanding as of November 8, 2024, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) The shares reported in this table are held directly by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC, Soleus Capital Management is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Guy Levy is the sole managing member of each of Soleus Capital Group, LLC and of Soleus GP, LLC. Each of Soleus Capital Group, LLC, Soleus Capital, LLC, Soleus Capital Management, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of Soleus Capital Group, LLC, Soleus Capital, LLC, Soleus Capital Management, Soleus GP, LLC or Mr. Levy is the beneficial owner of such shares for any other purpose. (2) The shares reported in this table consist of shares of Common Stock of the Issuer that are either held by Master Fund, or that may be acquired upon the conversion of shares of the Preferred Stock or the exercise of Warrants that are held by Master Fund. The share numbers reflected in this report represent the maximum number of shares of Common Stock that may be held by the reporting persons as a result of the beneficial ownership limitations set forth in the Certificate of Designations of Preferences, Rights and Limitations of the Preferred Stock (the "Certificate of Designations") and in the Warrants. (3) The percentage listed in this table is calculated based upon 37,129,556 shares of common stock of the Issuer outstanding as of November 8, 2024, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) The shares reported in this table are held directly by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC, Soleus Capital Management is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Guy Levy is the sole managing member of each of Soleus Capital Group, LLC and of Soleus GP, LLC. Each of Soleus Capital Group, LLC, Soleus Capital, LLC, Soleus Capital Management, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of Soleus Capital Group, LLC, Soleus Capital, LLC, Soleus Capital Management, Soleus GP, LLC or Mr. Levy is the beneficial owner of such shares for any other purpose. (2) The shares reported in this table consist of shares of Common Stock of the Issuer that are either held by Master Fund, or that may be acquired upon the conversion of shares of the Preferred Stock or the exercise of Warrants that are held by Master Fund. The share numbers reflected in this report represent the maximum number of shares of Common Stock that may be held by the reporting persons as a result of the beneficial ownership limitations set forth in the Certificate of Designations and in the Warrants. (3) The percentage listed in this table is calculated based upon 37,129,556 shares of common stock of the Issuer outstanding as of November 8, 2024, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) The shares reported in this table are held directly by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC, Soleus Capital Management is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Guy Levy is the sole managing member of each of Soleus Capital Group, LLC and of Soleus GP, LLC. Each of Soleus Capital Group, LLC, Soleus Capital, LLC, Soleus Capital Management, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of Soleus Capital Group, LLC, Soleus Capital, LLC, Soleus Capital Management, Soleus GP, LLC or Mr. Levy is the beneficial owner of such shares for any other purpose. (2) The shares reported in this table consist of shares of Common Stock of the Issuer that are either held by Master Fund, or that may be acquired upon the conversion of shares of the Preferred Stock or the exercise of Warrants that are held by Master Fund. The share numbers reflected in this report represent the maximum number of shares of Common Stock that may be held by the reporting persons as a result of the beneficial ownership limitations set forth in the Certificate of Designations and in the Warrants. (3) The percentage listed in this table is calculated based upon 37,129,556 shares of common stock of the Issuer outstanding as of November 8, 2024, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) The shares reported in this table are held directly by Soleus PE and by Master Fund. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP II, LLC is the sole manager of Soleus PE GP, Soleus Capital Management is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC, Soleus Capital Management is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC, Soleus Capital Group, LLC and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP II, LLC, Soleus Capital, LLC, Soleus Capital Group, LLC, Soleus Capital Management, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held directly by Soleus PE and Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of Soleus PE GP, Soleus PE GP II, LLC, Soleus Capital, LLC, Soleus Capital Group, LLC, Soleus Capital Management, Soleus GP, LLC or Mr. Levy is the beneficial owner of such shares for any other purpose. (2) The shares reported in this table consist of shares of Common Stock of the Issuer that are either held by Soleus PE and Master Fund, or that may be acquired upon the conversion of shares of the Preferred Stock or the exercise of Warrants that are held by Soleus PE and Master Fund. The share numbers reflected in this report represent the maximum number of shares of Common Stock that may be held by the reporting persons as a result of the beneficial ownership limitations set forth in the Certificate of Designations and in the Warrants. (3) The percentage listed in this table is calculated based upon 37,129,556 shares of common stock of the Issuer outstanding as of November 8, 2024, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) The shares reported in this table are held directly by Soleus PE and by Master Fund. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP II, LLC is the sole manager of Soleus PE GP, Soleus Capital Management is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC, Soleus Capital Management is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC, Soleus Capital Group, LLC and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP II, LLC, Soleus Capital, LLC, Soleus Capital Group, LLC, Soleus Capital Management, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held directly by Soleus PE and Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of Soleus PE GP, Soleus PE GP II, LLC, Soleus Capital, LLC, Soleus Capital Group, LLC, Soleus Capital Management, Soleus GP, LLC or Mr. Levy is the beneficial owner of such shares for any other purpose. (2) The shares reported in this table consist of shares of Common Stock of the Issuer that are either held by Soleus PE and Master Fund, or that may be acquired upon the conversion of shares of the Preferred Stock or the exercise of Warrants that are held by Soleus PE and Master Fund. The share numbers reflected in this report represent the maximum number of shares of Common Stock that may be held by the reporting persons as a result of the beneficial ownership limitations set forth in the Certificate of Designations and in the Warrants. (3) The percentage listed in this table is calculated based upon 37,129,556 shares of common stock of the Issuer outstanding as of November 8, 2024, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) The shares reported in this table are held directly by Soleus PE and by Master Fund. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP II, LLC is the sole manager of Soleus PE GP, Soleus Capital Management is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC, Soleus Capital Management is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC, Soleus Capital Group, LLC and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP II, LLC, Soleus Capital, LLC, Soleus Capital Group, LLC, Soleus Capital Management, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held directly by Soleus PE and Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of Soleus PE GP, Soleus PE GP II, LLC, Soleus Capital, LLC, Soleus Capital Group, LLC, Soleus Capital Management, Soleus GP, LLC or Mr. Levy is the beneficial owner of such shares for any other purpose. (2) The shares reported in this table consist of shares of Common Stock of the Issuer that are either held by Soleus PE and Master Fund, or that may be acquired upon the conversion of shares of the Preferred Stock or the exercise of Warrants that are held by Soleus PE and Master Fund. The share numbers reflected in this report represent the maximum number of shares of Common Stock that may be held by the reporting persons as a result of the beneficial ownership limitations set forth in the Certificate of Designations and in the Warrants. (3) The percentage listed in this table is calculated based upon 37,129,556 shares of common stock of the Issuer outstanding as of November 8, 2024, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G


 
Soleus Private Equity Fund II, L.P.
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:02/11/2025
 
Soleus Private Equity GP II, LLC
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:02/11/2025
 
Soleus PE GP II, LLC
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:02/11/2025
 
Soleus Capital Master Fund, L.P.
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:02/11/2025
 
Soleus Capital, LLC
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:02/11/2025
 
Soleus Capital Group, LLC
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:02/11/2025
 
Soleus Capital Management, L.P.
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:02/11/2025
 
Soleus GP LLC
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:02/11/2025
 
Guy Levy
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy
Date:02/11/2025

Comments accompanying signature:  Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)