Celcuity Inc SEC Filings

Celcuity Inc. director reports no share ownership. Charles R. Romp filed an initial ownership statement as a director of Celcuity Inc. The filing states that he does not beneficially own any non-derivative or derivative securities of the company. The form is signed by an attorney-in-fact on his behalf.

Soleus Capital-affiliated funds and manager Guy Levy filed an amended Schedule 13G reporting their passive ownership in Celcuity Inc. common stock. They collectively report beneficial ownership of 1,808,258 shares, representing 3.9% of Celcuity’s common stock, based on 46,271,259 shares outstanding as of November 6, 2025.

The largest position is held by Soleus Capital Master Fund, L.P. with 1,664,756 shares (3.6% of the class), while Soleus Private Equity Fund II, L.P. holds 142,118 shares (0.3%). Levy directly holds 1,384 shares and shares voting and dispositive power over the fund-held shares.

The filing is classified as a passive investment, with the group certifying the securities were not acquired and are not held to change or influence control of Celcuity. Each affiliated entity and Levy disclaim beneficial ownership beyond what is required for Section 13(d) reporting.

Celcuity Inc. has expanded its Board of Directors from seven to eight members and appointed Charles (Chip) R. Romp as a new independent director, effective immediately, to serve through the 2026 Annual Meeting of Stockholders and until his successor is elected or he departs earlier.

Romp will be compensated under Celcuity’s standard non-employee director program, including a $50,000 annual cash retainer and an annual equity award valued at $100,000. Upon joining, he received a pro-rated grant of 215 restricted shares that vest at the earlier of the 2026 Annual Meeting or April 30, 2026.

Romp is currently CEO of Secura Bio and brings over 25 years of oncology-focused pharmaceutical experience, including senior commercial roles at Seagen and Genentech. Celcuity highlights his expertise as it advances its lead candidate gedatolisib through multiple Phase 3 and Phase 1/2 trials in breast and prostate cancer.

Celcuity Inc. director David F. Dalvey reported an indirect sale of company stock through Brightstone Venture Capital Fund, LP. On January 27, 2026, Brightstone sold 20,000 shares of Celcuity common stock at a weighted average price of $120.0269 per share. The transaction was executed under a pre-established Rule 10b5-1 trading plan adopted by Brightstone on August 19, 2025. Following this sale, Dalvey is reported as indirectly beneficially owning 90,000 Celcuity shares through Brightstone, where he serves as General Partner.

Celcuity Inc. shareholder plans to sell additional stock under Rule 144. A holder associated with David Dalvey and Brightstone Venture Capital Fund LP has filed to sell 20,000 shares of Celcuity common stock through RBC Capital Markets on or about 01/27/2026, with an aggregate market value of $2,400,538.00 and 46,271,259 shares of Celcuity common stock stated as outstanding. The shares to be sold were originally acquired as an investment from the issuer on 02/28/2014, paid for by check.

Over the prior three months, the same selling party reported selling 15,000 Celcuity securities on 11/21/2025 for gross proceeds of $1,500,016.00. The planned sale is to be executed on the Nasdaq exchange, and the filer represents that they are not aware of undisclosed material adverse information about Celcuity’s current or prospective operations.

Growth Equity Opportunities 18 VGE, LLC and related New Enterprise Associates funds and managers filed Amendment No. 3 to their Schedule 13D for Celcuity Inc. common stock. They report beneficial ownership of 2,910,561 shares, representing 6.3% of Celcuity’s common stock, based on 46,271,259 shares outstanding as of November 6, 2025 as reported in the company’s Form 10-Q. The filing explains that GEO holds the shares of record and that the NEA entities and individual managers may be deemed beneficial owners through their control roles, while each disclaims beneficial ownership beyond shares held of record.

On January 14, 2026, GEO distributed 625,000 shares to NEA 18 VGE, which then distributed them pro rata to its partners for no consideration, and NEA Partners 18 VGE briefly held and redistributed 9,375 shares. A portion of these were indirectly received by entities associated with certain managers and sold on January 15, 2026 as detailed in Schedule A. The filing also notes that on October 6, 2025, GEO exercised 139,130 warrants for 1,391,300 preferred warrant shares, which were immediately converted into common stock, and that GEO no longer holds any warrants or preferred warrant shares.

Celcuity Inc. director Richard Nigon reported a transfer of common stock under a Form 4 filing. On 12/15/2025, he reported a transaction coded "G," indicating a gift or similar transfer, involving 19,975 shares of Celcuity common stock at a reported price of $0 per share. After this transaction, he reported beneficial ownership of 89,035 shares of common stock held directly.

Celcuity Inc. has filed an automatic shelf registration statement, including a sales agreement prospectus to offer up to $400,000,000 of its common stock from time to time through an at-the-market program with Jefferies. The shelf also registers an indeterminate amount of common stock, preferred stock, warrants, debt securities and units, which may be issued in multiple offerings using various distribution methods.

Celcuity is a clinical-stage biotechnology company developing targeted therapies for solid tumors, led by gedatolisib, a PI3K/AKT/mTOR pathway inhibitor in multiple Phase 3 and earlier-stage trials for breast, prostate and endometrial cancers. As a smaller reporting company, it uses scaled disclosure and plans to use any net proceeds primarily for working capital and general corporate purposes, including clinical and commercial activities for gedatolisib.

Celcuity Inc. director Richard E. Buller, through a family trust, exercised stock options and sold company shares on December 5, 2025. The trust acquired 3,000 shares of common stock by exercising stock options at an exercise price of $5.5 per share, then sold 1,490 shares at a weighted average price of $105.3398 and 1,510 shares at a weighted average price of $106.0353.

After these transactions, the trust beneficially owns 6,760 shares of Celcuity common stock and 1,555 stock options, all reported as indirectly owned by Buller. He and his spouse are the trustees and beneficiaries of the trust, so these holdings are attributed to him as a director of Celcuity.