[SCHEDULE 13D/A] Celcuity Inc. SEC Filing

Rhea-AI Filing Summary

Celcuity Inc. Schedule 13D/A Summary This Amendment No. 2 reports that a group led by Growth Equity Opportunities 18 VGE, LLC (part of New Enterprise Associates) beneficially owns a total of 3,535,561 shares of Celcuity common stock, representing 8.1% of the outstanding common stock as calculated on a 43,818,011 share base. The GEO position comprises 2,144,261 shares held plus rights to acquire 1,391,300 shares through a preferred warrant and conversion of Series A preferred, for a deemed total of 3,535,561 shares. The filing discloses that GEO converted 104,426 preferred shares into common on June 25, 2025, and completed aggregate open market sales of 150,000 common shares on July 25, 2025. The amendment states the reported beneficial ownership decreased by more than 1% due to an increase in Celcuity's shares outstanding and identifies the reporting entities, managers, sources of funds, and that no material legal proceedings are disclosed.

Insights

Securities Analyst

TL;DR Clean disclosure of NEA-affiliated group holding 8.1% after conversions and sales; ownership decline driven by share count increase.

The filing provides transparent, routine Schedule 13D/A reporting for a venture investor group. Key facts: beneficial ownership of 3,535,561 shares equals 8.1% on a 43,818,011 share base; conversion of 104,426 preferred shares occurred June 25, 2025; aggregate open market sales of 150,000 shares occurred July 25, 2025. The report clarifies the ownership chain among GEO, NEA 18 VGE and affiliated control entities and lists managers. There are no disclosed legal or enforcement actions. This is a material disclosure for holders monitoring insider or large investor activity but is procedural in nature.

Corporate Governance Specialist

TL;DR Governance disclosure is complete: ownership, conversion rights, recent sales, and manager identities are clearly reported.

The amendment properly identifies each reporting person, their relationships, principal business addresses, and the basis for deemed beneficial ownership. It notes that two former managers ceased beneficial ownership above 5% due to managerial changes. Exhibits include the joint filing agreement and powers of attorney. No contracts or arrangements affecting voting or disposition are reported. This filing satisfies Section 13(d) update requirements and informs stakeholders about changes in large-holder composition.

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)

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)

08/14/2025

(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 3,535,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,535,561.00

11

Aggregate amount beneficially owned by each reporting person

3,535,561.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

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 3,535,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,535,561.00

11

Aggregate amount beneficially owned by each reporting person

3,535,561.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

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 3,535,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,535,561.00

11

Aggregate amount beneficially owned by each reporting person

3,535,561.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

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 3,535,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,535,561.00

11

Aggregate amount beneficially owned by each reporting person

3,535,561.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

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 3,535,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,535,561.00

11

Aggregate amount beneficially owned by each reporting person

3,535,561.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

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 3,535,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,535,561.00

11

Aggregate amount beneficially owned by each reporting person

3,535,561.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

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 3,535,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,535,561.00

11

Aggregate amount beneficially owned by each reporting person

3,535,561.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 15102K100

1

Name of reporting person

Liza Landsman

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 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0 %

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 3,535,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,535,561.00

11

Aggregate amount beneficially owned by each reporting person

3,535,561.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

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 3,535,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,535,561.00

11

Aggregate amount beneficially owned by each reporting person

3,535,561.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

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 3,535,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,535,561.00

11

Aggregate amount beneficially owned by each reporting person

3,535,561.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 15102K100

1

Name of reporting person

Peter W. Sonsini

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 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0 %

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 3,535,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,535,561.00

11

Aggregate amount beneficially owned by each reporting person

3,535,561.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

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 3,535,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,535,561.00

11

Aggregate amount beneficially owned by each reporting person

3,535,561.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

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. 2 ("Amendment No. 2") to Schedule 13D amends and supplements the Schedule 13D originally filed on May 24, 2022 (the "Schedule 13D") and Amendment No. 1 thereto filed on September 12, 2022 ("Amendment No. 1"), relating to the Common Stock of the Issuer. Certain terms used but not defined in this Amendment No. 2 have the meanings assigned thereto in the Schedule 13D (and Amendment No. 1 thereto). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D (and Amendment No. 1 thereto). This Amendment No. 2 is being filed to report that the beneficial ownership of Common Stock of the Issuer by the Reporting Persons has decreased by more than 1% as a result of an increase in the number of Common Stock outstanding.
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"), and Liza Landsman ("Landsman") and Peter W. Sonsini ("Sonsini"). 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, MD 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, NY 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
	Schedule A attached hereto as Exhibit 2 describes all transactions in the Issuer's Common Stock that were effected during the past 60 days by the Reporting Persons. Depending on market conditions and other factors, GEO and the other Reporting Persons may dispose of additional shares of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	As of August 18, 2025, GEO holds a total of 2,144,261 shares of Common Stock and has a right to acquire 1,391,300 shares of Common Stock upon the exercise of the GEO Preferred Warrant and the conversion of the 139,130 shares of the Issuer's Series A Convertible Preferred Stock (the "Series A Preferred") thereunder for a total deemed ownership of 3,535,561 (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 43,818,011 shares of Common Stock, which include (i) the 42,426,711 shares of Common Stock reported by the Issuer to be outstanding as of August 7, 2025, on the Issuer's Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 14, 2025 and (ii) the GEO Preferred Warrant.
(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 June 25, 2025, GEO elected to convert 104,426 GEO Preferred Shares into shares of Common Stock. As a result of such conversion and after giving effect to prior conversions of GEO Preferred Shares, GEO no longer holds any GEO Preferred Shares as of August 18, 2025. On July 25, 2025, GEO completed open market sales as part of a series of public sales whereby GEO sold in the aggregate 150,000 shares of Common Stock. Schedule A attached hereto as Exhibit 2 describes all open market sales of the Issuer's Common Stock that were effected during the past 60 days by the Reporting Persons.
(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)	Landsman and Sonsini have ceased to beneficially own five percent (5%) or more of the Issuer's Common Stock as a result of ceasing to be a manager of NEA 18 VGE LLC.
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. Exhibit 4 - Power of Attorney on behalf of Liza Landsman 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:	08/18/2025

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	08/18/2025

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:	08/18/2025

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	08/18/2025

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:	08/18/2025

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	08/18/2025

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:	08/18/2025

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	08/18/2025

Ali Behbahani

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Ali Behbahani
Date:	08/18/2025

Carmen Chang

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Carmen Chang
Date:	08/18/2025

Anthony A. Florence, Jr.

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence, Jr.
Date:	08/18/2025

Liza Landsman

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Liza Landsman
Date:	08/18/2025

Mohamad H. Makhzoumi

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi
Date:	08/18/2025

Edward T. Mathers

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Edward T. Mathers
Date:	08/18/2025

Scott D. Sandell

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Scott D. Sandell
Date:	08/18/2025

Peter W. Sonsini

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Peter W. Sonsini
Date:	08/18/2025

Paul Walker

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Paul Walker
Date:	08/18/2025

Rick Yang

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Rick Yang
Date:	08/18/2025

Comments accompanying signature:

This Amendment No. 2 to Schedule 13D was executed by Zachary Bambach on behalf of the individuals listed above pursuant to Powers of Attorney, copies of which are attached as Exhibit 3 and Exhibit 4.

FAQ

What percentage of Celcuity (CELC) does the NEA-affiliated group report owning?

The Reporting Persons disclose beneficial ownership of 3,535,561 shares, equal to 8.1% of Celcuity's common stock based on a 43,818,011 share calculation.

How is the 3,535,561 share position composed?

GEO holds 2,144,261 shares plus rights to acquire 1,391,300 shares through the GEO Preferred Warrant and conversion of Series A preferred, totaling 3,535,561 deemed shares.

Did the Reporting Persons sell any CELC shares recently?

Yes. The filing states that GEO completed aggregate open market sales of 150,000 shares on July 25, 2025.

Were any preferred shares converted to common stock?

Yes. GEO elected to convert 104,426 GEO Preferred Shares into common stock on June 25, 2025 and, after prior conversions, holds no GEO Preferred Shares as of August 18, 2025.

Are there any disclosed legal proceedings involving the Reporting Persons?

No. The filing states that none of the Reporting Persons was convicted in a criminal proceeding or was a party to certain civil proceedings in the prior five years.