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.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Celcuity Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
15102K100
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
15102K100
1
Names of Reporting Persons
Soleus Private Equity Fund II, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
142,118.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
142,118.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
142,118.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.3 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) The shares reported in the table above 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. ("SCM") 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 SCM. 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, SCM 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 the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in Row 11 is calculated based upon 46,271,259 shares of the common stock of Celcuity Inc. (the "Issuer") outstanding as of November 6, 2025, as set forth on the cover of the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 that was filed with the Securities and Exchange Commission on November 13, 2025 (the "Form 10-Q").
SCHEDULE 13G
CUSIP No.
15102K100
1
Names of Reporting Persons
Soleus Private Equity GP II, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
142,118.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
142,118.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
142,118.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.3 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above 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, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. 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, SCM 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 the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in Row 11 is calculated based upon 46,271,259 shares of common stock of the Issuer outstanding as of November 6, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP No.
15102K100
1
Names of Reporting Persons
Soleus PE GP II, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
142,118.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
142,118.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
142,118.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.3 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above 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, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. 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, SCM 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 the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in Row 11 is calculated based upon 46,271,259 shares of common stock of the Issuer outstanding as of November 6, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP No.
15102K100
1
Names of Reporting Persons
Soleus Capital Master Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,664,756.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,664,756.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,664,756.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.6 %
12
Type of Reporting Person (See Instructions)
FI
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital, LLC ("Soleus Capital") is the sole general partner of Master Fund, Soleus Capital Group, LLC ("SCG") is the sole managing member of Soleus Capital, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, 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 the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in Row 11 is calculated based upon 46,271,259 shares of common stock of the Issuer outstanding as of November 6, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP No.
15102K100
1
Names of Reporting Persons
Soleus Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,664,756.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,664,756.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,664,756.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, 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 the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in Row 11 is calculated based upon 46,271,259 shares of common stock of the Issuer outstanding as of November 6, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP No.
15102K100
1
Names of Reporting Persons
Soleus Capital Group, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,664,756.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,664,756.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,664,756.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, 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 the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in Row 11 is calculated based upon 46,271,259 shares of common stock of the Issuer outstanding as of November 6, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP No.
15102K100
1
Names of Reporting Persons
Soleus Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,806,874.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,806,874.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,806,874.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) The shares reported in the table above 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, SCM is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of SCM. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC, SCG and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP II, LLC, Soleus Capital, SCG, SCM, 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 the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in Row 11 is calculated based upon 46,271,259 shares of common stock of the Issuer outstanding as of November 6, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP No.
15102K100
1
Names of Reporting Persons
Soleus GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,806,874.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,806,874.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,806,874.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.9 %
12
Type of Reporting Person (See Instructions)
OO
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, SCM is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of SCM. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC, SCG and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP II, LLC, Soleus Capital, SCG, SCM, 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 the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in Row 11 is calculated based upon 46,271,259 shares of common stock of the Issuer outstanding as of November 6, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP No.
15102K100
1
Names of Reporting Persons
Guy Levy
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,384.00
6
Shared Voting Power
1,806,874.00
7
Sole Dispositive Power
1,384.00
8
Shared Dispositive Power
1,806,874.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,808,258.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) The shares reported in the table above 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, SCM is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of SCM. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC, SCG and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP II, LLC, Soleus Capital, SCG, SCM, 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 the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in Row 11 is calculated based upon 46,271,259 shares of common stock of the Issuer outstanding as of November 6, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Celcuity Inc.
(b)
Address of issuer's principal executive offices:
16305 36th Avenue North, Suite 100 Minneapolis, Minnesota 55446
Item 2.
(a)
Name of person filing:
Soleus Private Equity GP II, LLC
Soleus Private Equity Fund II, L.P.
Soleus PE GP II, LLC
Soleus Capital Master Fund, L.P.
Soleus Capital, LLC
Soleus Capital Group, LLC
Soleus Capital Management, L.P.
Soleus GP, LLC
Guy Levy
(b)
Address or principal business office or, if none, residence:
Soleus Private Equity GP II, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Private Equity Fund II, L.P.
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus PE GP II, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Capital Master Fund, L.P.
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Capital, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Capital Group, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Capital Management, L.P.
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus GP, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Guy Levy
c/o Soleus Capital Management, L.P.
100 Field Point Road,
Suite 200 Greenwich, CT 06830
(c)
Citizenship:
Soleus Private Equity GP II, LLC - Delaware
Soleus Private Equity Fund II, L.P. - Delaware
Soleus PE GP II, LLC - Delaware
Soleus Capital Master Fund, L.P. - Cayman Islands
Soleus Capital, LLC - Delaware
Soleus Capital Group, LLC - Delaware
Soleus Capital Management, L.P. - Delaware
Soleus GP, LLC - Delaware
Guy Levy - United States
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
15102K100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information in rows 5 through 9 and 11 on the cover pages to this Schedule 13G, including the footnotes thereto, is hereby incorporated by reference.
Soleus Private Equity GP II, LLC - 142,118
Soleus Private Equity Fund II, L.P. - 142,118
Soleus PE GP II, LLC - 142,118
Soleus Capital Master Fund, L.P. - 1,664,756
Soleus Capital, LLC - 1,664,756
Soleus Capital Group, LLC - 1,664,756
Soleus Capital Management, L.P. - 1,806,874
Soleus GP, LLC - 1,806,874
Guy Levy - 1,808,258
(b)
Percent of class:
Soleus Private Equity GP II, LLC - 0.3%
Soleus Private Equity Fund II, L.P. - 0.3%
Soleus PE GP II, LLC - 0.3%
Soleus Capital Master Fund, L.P. - 3.6%
Soleus Capital, LLC - 3.6%
Soleus Capital Group, LLC - 3.6%
Soleus Capital Management, L.P. - 3.9%
Soleus GP, LLC - 3.9%
Guy Levy - 3.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Guy Levy - 1,384
(ii) Shared power to vote or to direct the vote:
Soleus Private Equity GP II, LLC - 142,118
Soleus Private Equity Fund II, L.P. - 142,118
Soleus PE GP II, LLC - 142,118
Soleus Capital Master Fund, L.P. - 1,664,756
Soleus Capital, LLC - 1,664,756
Soleus Capital Group, LLC - 1,664,756
Soleus Capital Management, L.P. - 1,806,874
Soleus GP, LLC - 1,806,874
Guy Levy - 1,808,258
(iii) Sole power to dispose or to direct the disposition of:
Guy Levy - 1,384
(iv) Shared power to dispose or to direct the disposition of:
Soleus Private Equity GP II, LLC - 142,118
Soleus Private Equity Fund II, L.P. - 142,118
Soleus PE GP II, LLC - 142,118
Soleus Capital Master Fund, L.P. - 1,664,756
Soleus Capital, LLC - 1,664,756
Soleus Capital Group, LLC - 1,664,756
Soleus Capital Management, L.P. - 1,806,874
Soleus GP, LLC - 1,806,874
Guy Levy - 1,808,258
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Soleus Private Equity Fund II, L.P.
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy/Managing Member
Date:
02/12/2026
Soleus Private Equity GP II, LLC
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy/Managing Member
Date:
02/12/2026
Soleus PE GP II, LLC
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy/Managing Member
Date:
02/12/2026
Soleus Capital Master Fund, L.P.
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy/Managing Member
Date:
02/12/2026
Soleus Capital, LLC
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy/Managing Member
Date:
02/12/2026
Soleus Capital Group, LLC
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy/Managing Member
Date:
02/12/2026
Soleus Capital Management, L.P.
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy/Managing Member
Date:
02/12/2026
Soleus GP, LLC
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy/Managing Member
Date:
02/12/2026
Guy Levy
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy
Date:
02/12/2026
Comments accompanying signature: Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
What ownership stake in Celcuity Inc. (CELC) does Soleus Capital report?
Soleus Capital-affiliated entities and Guy Levy report beneficial ownership of 1,808,258 Celcuity shares, or 3.9% of the common stock. This percentage is calculated using 46,271,259 shares outstanding as of November 6, 2025, from Celcuity’s Form 10-Q.
Which Soleus entity holds the largest Celcuity Inc. (CELC) position?
The largest reported stake is held by Soleus Capital Master Fund, L.P. with 1,664,756 Celcuity shares, representing 3.6% of the class. Other Soleus entities report smaller amounts, and Guy Levy’s total beneficial ownership is reported at 1,808,258 shares, or 3.9%.
How many Celcuity (CELC) shares are held by Soleus Private Equity Fund II, L.P.?
Soleus Private Equity Fund II, L.P. directly holds 142,118 Celcuity common shares, equal to 0.3% of the class. Related Soleus entities report indirect beneficial interests in the same shares through general partner and management relationships described in the ownership footnotes.
What is Guy Levy’s reported beneficial ownership in Celcuity Inc. (CELC)?
Guy Levy reports beneficial ownership of 1,808,258 Celcuity shares, or 3.9% of the common stock. This includes 1,384 shares held directly and shared voting and dispositive power over 1,806,874 shares held by Soleus-managed funds and entities.
Is the Soleus position in Celcuity Inc. (CELC) a passive investment?
Yes. The filing includes a certification of passive intent, stating the securities were not acquired and are not held to change or influence control of Celcuity, and are not held in connection with any transaction having that control-related purpose or effect.
Why is Celcuity’s 46,271,259 share count important in this Schedule 13G/A?
The 46,271,259 Celcuity shares outstanding as of November 6, 2025, from the company’s Form 10-Q, are used to calculate each reporting person’s ownership percentage, including the 3.9% stake reported by Soleus Capital Management, L.P., Soleus GP, LLC and Guy Levy.
