NEA entities report 6.3% Celcuity (CELC) stake in Schedule 13D/A update

Rhea-AI Filing Summary

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Celcuity Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

15102K100

(CUSIP Number)

Stephanie Brecher
New Enterprise Associates, 1954 Greenspring Drive, Suite 600
Timonium, MD, 21093
(410)842-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/14/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 15102K100

1

Name of reporting person

Growth Equity Opportunities 18 VGE, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,910,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,910,561.00

11

Aggregate amount beneficially owned by each reporting person

2,910,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 15102K100

1

Name of reporting person

NEA 18 Venture Growth Equity, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,910,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,910,561.00

11

Aggregate amount beneficially owned by each reporting person

2,910,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 15102K100

1

Name of reporting person

NEA Partners 18 VGE, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,910,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,910,561.00

11

Aggregate amount beneficially owned by each reporting person

2,910,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 15102K100

1

Name of reporting person

NEA 18 VGE GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,910,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,910,561.00

11

Aggregate amount beneficially owned by each reporting person

2,910,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 15102K100

1

Name of reporting person

Ali Behbahani

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,910,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,910,561.00

11

Aggregate amount beneficially owned by each reporting person

2,910,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 15102K100

1

Name of reporting person

Carmen Chang

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,910,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,910,561.00

11

Aggregate amount beneficially owned by each reporting person

2,910,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 15102K100

1

Name of reporting person

Anthony A. Florence, Jr.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,910,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,910,561.00

11

Aggregate amount beneficially owned by each reporting person

2,910,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 15102K100

1

Name of reporting person

Mohamad H. Makhzoumi

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,910,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,910,561.00

11

Aggregate amount beneficially owned by each reporting person

2,910,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 15102K100

1

Name of reporting person

Edward T. Mathers

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,910,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,910,561.00

11

Aggregate amount beneficially owned by each reporting person

2,910,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 15102K100

1

Name of reporting person

Scott D. Sandell

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,910,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,910,561.00

11

Aggregate amount beneficially owned by each reporting person

2,910,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 15102K100

1

Name of reporting person

Paul Walker

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,910,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,910,561.00

11

Aggregate amount beneficially owned by each reporting person

2,910,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 15102K100

1

Name of reporting person

Rick Yang

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,910,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,910,561.00

11

Aggregate amount beneficially owned by each reporting person

2,910,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value per share
(b)	Name of Issuer: Celcuity Inc.
(c)	Address of Issuer's Principal Executive Offices: 16305 36th Avenue North, Suite 100, Minneapolis, MINNESOTA , 55446.
Item 1 Comment: This Amendment No. 3 ("Amendment No. 3") to Schedule 13D amends and supplements the Schedule 13D originally filed on May 24, 2022 (the "Schedule 13D"), Amendment No. 1 thereto filed on September 12, 2022 ("Amendment No. 1") and Amendment No. 2 thereto filed on August 18, 2025 ("Amendment No. 2"), relating to the Common Stock of the Issuer. Certain terms used but not defined in this Amendment No. 3 have the meanings assigned thereto in the Schedule 13D (and Amendment No. 1 and Amendment No. 2 thereto). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule 13D (and Amendment No. 1 and Amendment No. 2 thereto).
Item 2.	Identity and Background
(a)	Growth Equity Opportunities 18 VGE, LLC ("GEO"); NEA 18 Venture Growth Equity, L.P. ("NEA 18 VGE"), which is the sole member of GEO; NEA Partners 18 VGE, L.P. ("NEA Partners 18 VGE"), which is the sole general partner of NEA 18 VGE; and NEA 18 VGE GP, LLC ("NEA 18 VGE LLC" and, together with NEA Partners 18 VGE, the "Control Entities"), which is the sole general partner of NEA Partners 18 VGE; and Ali Behbahani ("Behbahani"), Carmen Chang ("Chang"), Anthony A. Florence, Jr. ("Florence"), Mohamad H. Makhzoumi ("Makhzoumi"), Edward T. Mathers ("Mathers"), Scott D. Sandell ("Sandell"), Paul Walker ("Walker") and Rick Yang ("Yang") (together, the "Managers"). The Managers are the managers of NEA 18 VGE LLC. The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."
(b)	The address of the principal business office of GEO, NEA 18 VGE, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, Maryland 21093. The address of the principal business office of Behbahani, Chang, Makhzoumi, Walker and Yang is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence and Mathers is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, New York 10011.
(c)	The principal business of GEO and NEA 18 VGE is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 18 VGE is to act as the sole general partner of NEA 18 VGE. The principal business of NEA 18 VGE LLC is to act as the sole general partner of NEA Partners 18 VGE. The principal business of each of the Managers is to manage the Control Entities, NEA 18 VGE, GEO and a number of affiliated partnerships with similar businesses.
(d)	During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	GEO and NEA 18 VGE LLC are limited liability companies organized under the laws of the State of Delaware. NEA 18 VGE and NEA Partners 18 VGE are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	Not applicable.
Item 4.	Purpose of Transaction
	GEO agreed to acquire the GEO Shares (as defined below) for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, GEO and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	GEO is the record owner of the GEO Shares. As the sole member of GEO, NEA 18 VGE may be deemed to own beneficially the GEO Shares. As the general partner of NEA 18 VGE, NEA Partners 18 VGE may be deemed to own beneficially the GEO Shares. As the sole general partner of NEA Partners 18 VGE, NEA 18 VGE LLC may be deemed to own beneficially the GEO Shares. As members of NEA 18 VGE LLC, each of the Managers may be deemed to own beneficially the GEO Shares. Each Reporting Person disclaims beneficial ownership of the GEO Shares other than those shares which such person owns of record. The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on 46,271,259 shares of Common Stock reported by the Issuer to be outstanding as of November 6, 2025, on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025.
(b)	Regarding the number of shares as to which such person has: (i) sole power to vote or to direct the vote: See line 7 of cover sheets (ii) shared power to vote or to direct the vote: See line 8 of cover sheets (iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets (iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets.
(c)	On January 14, 2026, GEO made a distribution of 625,000 shares of Common Stock of the Issuer to NEA 18 VGE, which made a pro rata distribution of the shares to its general partner and limited partners for no consideration (the "Distribution"). NEA Partners 18 VGE acquired 9,375 shares of Common Stock of the Issuer as a result of the Distribution and, subsequent to the Distribution, on January 14, 2026, made a distribution of the shares of Common Stock of the Issuer for no consideration, of which 7,577 shares were received by an entity for which Florence, Makhzoumi and Sandell may be deemed to have beneficial ownership (the "NEA Partners 18 VGE Distribution"). On January 15, 2026, the shares indirectly received by Florence, Makhzoumi and Sandell in the NEA Partners 18 VGE Distribution were sold as set forth on Schedule A. No other transactions in the Issuer's Common Stock were effected during the past 60 days by the Reporting Persons. Previously, on October 6, 2025, GEO elected to exercise 139,130 Warrants for 1,391,300 GEO Preferred Warrant Shares, which were immediately thereafter converted into 1,391,300 shares of Common Stock of the Issuer. As a result of such exercise and conversion, GEO no longer holds any Warrants or GEO Preferred Warrant Shares, respectively, as of January 16, 2026. Following the Distribution, GEO now holds a total of 2,910,561 shares of Common Stock of the Issuer (the "GEO Shares").
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any of the Reporting Persons.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Agreement regarding filing of joint Schedule 13D. Exhibit 2 - Schedule A: Transactions during the past 60 days. Exhibit 3 - Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

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.

Growth Equity Opportunities 18 VGE, LLC

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer
Date:	01/16/2026

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	01/16/2026

NEA 18 Venture Growth Equity, L.P.

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer
Date:	01/16/2026

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	01/16/2026

NEA Partners 18 VGE, L.P.

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer
Date:	01/16/2026

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	01/16/2026

NEA 18 VGE GP, LLC

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer
Date:	01/16/2026

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	01/16/2026

Ali Behbahani

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Ali Behbahani
Date:	01/16/2026

Carmen Chang

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Carmen Chang
Date:	01/16/2026

Anthony A. Florence, Jr.

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence, Jr.
Date:	01/16/2026

Mohamad H. Makhzoumi

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi
Date:	01/16/2026

Edward T. Mathers

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Edward T. Mathers
Date:	01/16/2026

Scott D. Sandell

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Scott D. Sandell
Date:	01/16/2026

Paul Walker

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Paul Walker
Date:	01/16/2026

Rick Yang

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Rick Yang
Date:	01/16/2026

Comments accompanying signature:

This Amendment No. 3 to Schedule 13D was executed by Zachary Bambach on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 3.

FAQ

How many Celcuity (CELC) shares do the NEA reporting persons beneficially own?

The reporting persons collectively report beneficial ownership of 2,910,561 shares of Celcuity Inc. common stock, as shown on Line 11 and Line 13 of each cover page.

What percentage of Celcuity (CELC) common stock do the NEA entities report owning?

Each reporting person lists beneficial ownership of 6.3% of Celcuity’s common stock, calculated using 46,271,259 shares outstanding as of November 6, 2025, as reported in Celcuity’s Form 10-Q filed on November 13, 2025.

What recent share distributions involving Celcuity (CELC) are disclosed in this Schedule 13D/A?

On January 14, 2026, GEO distributed 625,000 shares of Celcuity common stock to NEA 18 VGE, which then made a pro rata distribution to its partners for no consideration. NEA Partners 18 VGE received 9,375 shares and subsequently distributed them, including 7,577 shares to an entity associated with certain managers.

Were any Celcuity (CELC) shares sold by entities associated with the NEA managers?

The filing states that shares indirectly received by Anthony A. Florence, Jr., Mohamad H. Makhzoumi and Scott D. Sandell in the NEA Partners 18 VGE distribution were sold on January 15, 2026 as set forth on Schedule A.

What warrant exercises related to Celcuity (CELC) are described in this amendment?

On October 6, 2025, GEO elected to exercise 139,130 warrants for 1,391,300 GEO preferred warrant shares, which were immediately converted into 1,391,300 shares of Celcuity common stock. As of January 16, 2026, GEO no longer holds any warrants or preferred warrant shares.

What is the purpose of the NEA entities’ investment in Celcuity (CELC) according to the filing?

The filing states that GEO agreed to acquire the Celcuity shares for investment purposes. It notes that, depending on market conditions and other factors, GEO and the other reporting persons may dispose of or acquire additional shares, and it lists that they currently have no specific plans for corporate transactions or changes in control at Celcuity.

Who are the reporting persons in this Celcuity (CELC) Schedule 13D/A Amendment No. 3?

The reporting persons are Growth Equity Opportunities 18 VGE, LLC, NEA 18 Venture Growth Equity, L.P., NEA Partners 18 VGE, L.P., NEA 18 VGE GP, LLC, and individual managers Ali Behbahani, Carmen Chang, Anthony A. Florence, Jr., Mohamad H. Makhzoumi, Edward T. Mathers, Scott D. Sandell, Paul Walker and Rick Yang.