Baker Bros shifts to passive 9.99% stake in Celcuity Inc. (CELC)

Rhea-AI Filing Summary

Baker Bros. Advisors and related reporting persons filed Amendment No. 2 to their Schedule 13D for Celcuity Inc., reporting beneficial ownership of 4,877,963 shares of common stock, representing 9.99% of the class. The percentage is based on 48,766,288 shares outstanding as of May 7, 2026 plus 62,171 shares underlying prefunded warrants exercisable within 60 days.

The change reflects sales of Celcuity common stock and a written notice setting a 9.99% Maximum Percentage beneficial ownership cap on 481,437 and 5,666,350 $0.001 prefunded warrants held by the Funds. The Funds also hold 2.75% Convertible Notes, convertible into 19.4932 shares per $1,000 principal but currently restricted by a 4.99% Beneficial Ownership Limitation. The reporting persons state they now own less than 10%, are not affiliates, hold the securities for investment purposes, and plan to report future holdings on Schedule 13G, subject to Rule 13d-1.

Key Figures

Beneficially owned shares: 4,877,963 shares Ownership percentage: 9.99% Shares outstanding: 48,766,288 shares +5 more

8 metrics

Beneficially owned shares 4,877,963 shares Shares of Celcuity common stock beneficially owned by each reporting person

Ownership percentage 9.99% Percent of Celcuity common stock class represented by 4,877,963 shares

Shares outstanding 48,766,288 shares Celcuity common shares outstanding as of May 7, 2026, used for ownership calculation

Warrant shares in calculation 62,171 shares Celcuity shares underlying $0.001 prefunded warrants exercisable within 60 days

667 prefunded warrants 481,437 warrants Number of $0.001 prefunded warrants to purchase Celcuity common stock held by 667

Life Sciences prefunded warrants 5,666,350 warrants Number of $0.001 prefunded warrants to purchase Celcuity common stock held by Life Sciences

Convertible note rate 2.75% Coupon rate on Celcuity Convertible Notes held by the Funds

Conversion rate 19.4932 shares per $1,000 Celcuity shares receivable per $1,000 principal of 2.75% Convertible Notes

Key Terms

Schedule 13D, Schedule 13G, prefunded warrants, Maximum Percentage, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 2 to amends and supplements the previously filed"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Schedule 13G regulatory

"the Reporting Persons are eligible to report their beneficial ownership of the Common Stock on Schedule 13G"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

prefunded warrants financial

"prefunded warrants to purchase Common Stock at an exercise price of $0.001 per share"

Prefunded warrants are a security that gives the holder the right to convert the warrant into a share after paying a very small remaining amount because almost the full purchase price was paid upfront. They matter to investors because exercising them increases the company’s outstanding shares (dilution) and can provide immediate cash to the issuer while allowing holders to bypass ownership limits or simplify timing, similar to buying a nearly-complete gift card that only needs a tiny top-up to use.

Maximum Percentage regulatory

"beneficial ownership limitation (the "Maximum Percentage") with respect to 481,437 and 5,666,350 prefunded warrants"

Beneficial Ownership Limitation regulatory

"no more than 4.99% of the outstanding shares of Common Stock (the "Beneficial Ownership Limitation")"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

2.75% Convertible Notes financial

"the principal amount of the 2.75% convertible notes of the Issuer, convertible at any time"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 07/16/2026 - 05:51 PM Accepted by SEC EDGAR 07/16/2026 - 05:51 PM Learn about SEC filing dates

FAQ

What stake in Celcuity Inc. (CELC) does Baker Bros. Advisors currently report?

Baker Bros. Advisors and related parties report beneficial ownership of 4,877,963 Celcuity common shares, representing 9.99% of the class. This is calculated using 48,766,288 shares outstanding as of May 7, 2026 plus 62,171 warrant shares exercisable within 60 days.

Why did Baker Bros. file Amendment No. 2 to its Schedule 13D for CELC?

Amendment No. 2 was filed to report sales of Celcuity common stock that caused a change of more than 1% in beneficial ownership. It also reflects a new 9.99% beneficial ownership cap on certain prefunded warrants, leaving the group below the 10% threshold.

How are Celcuity Inc. (CELC) prefunded warrants held by Baker Bros. limited?

Funds managed by Baker Bros. hold 481,437 and 5,666,350 $0.001 prefunded warrants, now subject to a 9.99% Maximum Percentage ownership cap. This cap can be adjusted by written notice up to 19.99%, with increases effective only on the 61st day after notice.

What are the key terms of Celcuity (CELC) 2.75% Convertible Notes held by the Funds?

The 2.75% Convertible Notes are convertible into 19.4932 Celcuity shares per $1,000 principal, but only to the extent holders would not exceed a 4.99% Beneficial Ownership Limitation. Due to this limit, the Funds cannot currently convert any of these notes.

How was the 9.99% Celcuity (CELC) ownership figure for Baker Bros. calculated?

The 9.99% figure is based on 48,766,288 Celcuity shares outstanding as of May 7, 2026, plus 62,171 shares underlying $0.001 prefunded warrants exercisable within 60 days, subject to exercise limitations. Against this base, the reporting group beneficially owns 4,877,963 shares.

Will Baker Bros. continue filing Schedule 13D for its Celcuity (CELC) position?

The reporting persons state they now beneficially own less than 10%, are not affiliates, and hold Celcuity securities for investment purposes. They indicate an intention to report on Schedule 13G in future, subject to the requirements of Rule 13d-1.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Celcuity Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

15102K100

(CUSIP Number)

Alexandra A. Toohey, CFO
860 Washington Street, 3rd Floor,
New York, NY, 10014
212-339-5690

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

07/14/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 15102K100

1

Name of reporting person

Baker Bros. Advisors LP

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)

OO

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 4,877,963.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,877,963.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,877,963.00

12

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

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP Number(s): 15102K100

1

Name of reporting person

Baker Bros. Advisors (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)

OO

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 4,877,963.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,877,963.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,877,963.00

12

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

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

CUSIP Number(s): 15102K100

1

Name of reporting person

Julian C. Baker

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)

OO

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 4,877,963.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,877,963.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,877,963.00

12

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

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP Number(s): 15102K100

1

Name of reporting person

Felix J. Baker

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)

OO

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 4,877,963.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,877,963.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,877,963.00

12

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

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

IN, HC

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: 2800 Campus Drive, Suite 140, Minneapolis, MINNESOTA , 55441.
Item 1 Comment: This Amendment No. 2 to Schedule 13D amends and supplements the previously filed Schedule 13D filed by Baker Bros. Advisors LP (the "Adviser"), Baker Bros. Advisors (GP) LLC (the "Adviser GP"), Julian C. Baker and Felix J. Baker (collectively, the "Reporting Persons"). Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect. The Adviser GP is the sole general partner of the Adviser. Pursuant to management agreements, as amended, among the Adviser, Baker Brothers Life Sciences, L.P. ("Life Sciences") and 667, L.P. ("667", and together with Life Sciences, the "Funds"), and their respective general partners, the Funds' respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds, and thus the Adviser has complete and unlimited discretion and authority with respect to the Funds' investments and voting power over investments. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 4.	Purpose of Transaction
	Item 4 of this Amendment No. 2 is supplemented and amended, as the case may be, as follows: The disclosures in Item 5 below are incorporated herein by reference. This Amendment No. 2 is being filed to report the sale of shares of the common stock ("Common Stock") of Celcuity Inc. (the "Issuer") reported in Item 5(c) that resulted in a more than 1% change in beneficial ownership. The disclosure regarding the sales in Item 5(c) below is incorporated herein by reference. Additionally, on July 14, 2026, the Adviser on behalf of the Funds submitted written notice to the Issuer to set the beneficial ownership limitation (the "Maximum Percentage") with respect to 481,437 and 5,666,350 prefunded warrants to purchase Common Stock at an exercise price of $0.001 per share (the "$0.001 Prefunded Warrants") held by 667 and Life Sciences, respectively, at 9.99%, effective immediately. The Funds hold securities of the Issuer for investment purposes. The Reporting Persons or their affiliates may purchase additional securities or dispose of securities in varying amounts and at varying times depending upon the Reporting Persons' continuing assessments of pertinent factors, including the availability of shares of Common Stock or other securities for purchase at particular price levels, the business prospects of the Issuer, other business investment opportunities, economic conditions, stock market conditions, money market conditions, the attitudes and actions of the board of directors and management of the Issuer, the availability and nature of opportunities to dispose of securities of the Issuer and other plans and requirements of the particular entities. Depending upon their assessments of the above factors, the Reporting Persons may acquire additional securities of the Issuer, including shares of Common Stock (by means of open market purchases, privately negotiated purchases, exercise of $0.001 Prefunded Warrants, conversion of 2.75% Convertible Notes (as defined in Item 5) or otherwise) or dispose of some or all of the securities of the Issuer, including shares of Common Stock, under their control. As a result of the dispositions of Common Stock reported in Item 5(c) and the setting of the Maximum Percentage at 9.99% described above, the Reporting Persons beneficially own less than 10% of the outstanding Common Stock, are not affiliates of the Issuer, and hold the securities of the Issuer for investment purposes and not with the purpose or effect of changing or influencing control of the Issuer. Accordingly, the Reporting Persons are eligible to report their beneficial ownership of the Common Stock on Schedule 13G and intend to report on Schedule 13G in future filings, subject to the applicable requirements of Rule 13d-1.
Item 5.	Interest in Securities of the Issuer
(a)	The disclosures in the Reporting Persons' cover pages and in Item 4 are incorporated by reference herein. Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 2 are incorporated herein by reference. The percentage of beneficial ownership for each of the Reporting Persons reported herein is based on 48,766,288 shares of Common Stock outstanding as of May 7, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission ("SEC") on May 14, 2026, plus 62,171 shares of Common Stock underlying $0.001 Prefunded Warrants exercisable within 60 days, subject to the limitations on exercise as described below. Set forth in Exhibit 99.1 is the aggregate number of shares of Common Stock directly held by each of the Funds, which may be deemed to be indirectly beneficially owned by the Reporting Persons, as well as shares of Common Stock that may be acquired upon exercise of $0.001 Prefunded Warrants, subject to beneficial ownership limitations described below and the principal amount of the 2.75% convertible notes of the Issuer, convertible at any time at the option of the holder into 19.4932 shares of Common Stock per $1,000 principal, subject to beneficial ownership limitations described below (the "2.75% Convertible Notes"). The amount of shares of Common Stock underlying the $0.001 Prefunded Warrants and the 2.75% Convertible Notes included on Exhibit 99.1 does not give effect to the beneficial ownership limitations to which such securities are subject.
(b)	Items 7 through 10 of each of the cover pages of this Amendment No. 2 are incorporated herein by reference. The disclosure in Item 5(a) is incorporated herein by reference. The direct holdings of the Funds are detailed in Exhibit 99.1, which is incorporated herein by reference. The $0.001 Prefunded Warrants are only exercisable to the extent that after giving effect to such exercise the holders thereof, together with their affiliates and any persons who are members of a Section 13(d) group with the holders or any of their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no more than the Maximum Percentage, which currently is 9.99% of the outstanding shares of Common Stock. By written notice to the Issuer, the Funds may from time to time increase or decrease the Maximum Percentage applicable to that Fund to any other percentage not in excess of 19.99%. Any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. As a result of this restriction, the number of shares that may be issued upon exercise of the $0.001 Prefunded Warrants by the above holders may change depending upon changes in the amount of outstanding shares of Common Stock of the Issuer. The 2.75% Convertible Notes are only convertible to the extent that after giving effect or immediately prior to such conversion the holders thereof, their affiliates and any persons who are members of a Section 13(d) group with the holders or any of their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 4.99% of the outstanding shares of Common Stock (the "Beneficial Ownership Limitation"). By written notice to the Issuer, the Funds may from time to time increase or decrease the Beneficial Ownership Limitation applicable to that Fund to any other percentage not in excess of 19.99%. Any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. Due to the Beneficial Ownership Limitation, the Funds cannot presently convert any of the 2.75% Convertible Notes. The Adviser GP, Felix J. Baker and Julian C. Baker as managing members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds.
(c)	The transactions in Common Stock detailed in Exhibit 99.2 were effected by the Adviser on behalf of the Funds during the sixty days preceding the filing of this statement. All transactions were effected in the over-the-counter market directly with a broker-dealer. Except as disclosed herein, none of the Reporting Persons or their affiliates has effected any other transactions in securities of the Issuer during the past 60 days.
(d)	Certain securities of the Issuer are held directly by 667, a limited partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership the sole general partner of which is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the managing members of Baker Biotech Capital (GP), LLC. Certain securities of the Issuer are held directly by Life Sciences, a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P., a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the managing members of Baker Brothers Life Sciences Capital (GP), LLC.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit Description 99.1 Holdings by the Funds in Securities of the Issuer 99.2 Item 5(c) Transactions in Common Stock

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.

Baker Bros. Advisors LP

Signature:	/s/ Scott L. Lessing
Name/Title:	Scott L. Lessing / President By: Baker Bros. Advisors (GP) LLC, its general partner
Date:	07/16/2026

Baker Bros. Advisors (GP) LLC

Signature:	/s/ Scott L. Lessing
Name/Title:	Scott L. Lessing / President
Date:	07/16/2026

Julian C. Baker

Signature:	/s/ Julian C. Baker
Name/Title:	Julian C. Baker
Date:	07/16/2026

Felix J. Baker

Signature:	/s/ Felix J. Baker
Name/Title:	Felix J. Baker
Date:	07/16/2026