Perceptive Advisors LLC filed an amended Schedule 13G reporting significant ownership of Celcuity Inc. common stock. Through Perceptive Life Sciences Master Fund, Ltd., the group beneficially owns 3,160,200 shares, representing 6.8% of Celcuity’s outstanding common stock as of November 6, 2025.
The Master Fund directly holds the shares, while Perceptive Advisors, as investment manager, and Joseph Edelman, as managing member, may be deemed to share voting and dispositive power over these shares. The filers certify the holdings are not for the purpose of changing or influencing control of Celcuity.
Positive
None.
Negative
None.
FAQ
What percentage of Celcuity Inc. (CELC) does Perceptive report owning?
Perceptive reports beneficial ownership of 6.8% of Celcuity Inc. The filing states that 3,160,200 shares of common stock are beneficially owned, representing 6.8% of the class based on 46,271,259 outstanding shares as of November 6, 2025.
How many Celcuity Inc. (CELC) shares are held by Perceptive’s Master Fund?
Perceptive Life Sciences Master Fund, Ltd. directly holds 3,160,200 Celcuity shares. Perceptive Advisors LLC serves as investment manager to the Master Fund, and Joseph Edelman is the managing member of Perceptive Advisors, so each may be deemed to beneficially own these shares.
Who are the reporting persons in the Celcuity Inc. (CELC) Schedule 13G/A?
The reporting persons are Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd. Perceptive Advisors is a Delaware LLC, Edelman is a U.S. citizen, and the Master Fund is a Cayman Islands corporation, all reporting the same 6.8% stake.
Is Perceptive’s Celcuity Inc. (CELC) stake intended to influence control of the company?
The filing states the Celcuity stake is not held to change or influence control. The certification explains the securities were not acquired and are not held for control purposes, except for activities solely in connection with a nomination under Rule 14a-11.
What voting and dispositive powers does Perceptive report over Celcuity Inc. (CELC) shares?
The reporting persons disclose shared voting and dispositive power over 3,160,200 shares. Each reports zero sole voting and zero sole dispositive power, with all 3,160,200 shares subject to shared voting and shared disposition authority among the reporting group.
On what share count is Perceptive’s 6.8% Celcuity Inc. (CELC) ownership based?
The 6.8% ownership is based on 46,271,259 Celcuity shares outstanding. This outstanding share figure is taken from Celcuity’s Form 10-Q, which reported 46,271,259 common shares outstanding as of November 6, 2025.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Celcuity Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(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
Perceptive Advisors 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
3,160,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,160,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,160,200.00
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)
6.8 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
15102K100
1
Names of Reporting Persons
Joseph Edelman
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
0.00
6
Shared Voting Power
3,160,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,160,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,160,200.00
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)
6.8 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
15102K100
1
Names of Reporting Persons
Perceptive Life Sciences Master Fund, Ltd.
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
3,160,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,160,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,160,200.00
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)
6.8 %
12
Type of Reporting Person (See Instructions)
CO
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, MN 55446
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") with respect to shares of Common Stock, par value $0.001 par value per share (the "Common Stock") of Celcuity Inc. (the "Issuer") are:
(i) Perceptive Advisors LLC ("Perceptive Advisors")
(ii) Joseph Edelman ("Mr. Edelman")
(iii) Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund")
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor, New York, NY 10003
(c)
Citizenship:
Perceptive Advisors is a Delaware limited liability company.
Mr. Edelman is a United States citizen.
The Master Fund is a Cayman Islands corporation.
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(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 required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages are based on 46,271,259 outstanding shares of Common Stock as of November 6, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025.
The Master Fund directly holds 3,160,200 shares of Common Stock. Perceptive Advisors serves as the investment manager to the Master Fund and may be deemed to beneficially own shares held by the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors and may be deemed to beneficially own the shares held by the Master Fund.
(b)
Percent of class:
Perceptive Advisors: 6.8%
Mr. Edelman: 6.8%
Master Fund: 6.8%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(ii) Shared power to vote or to direct the vote:
Perceptive Advisors: 3,160,200
Mr. Edelman: 3,160,200
Master Fund: 3,160,200
(iii) Sole power to dispose or to direct the disposition of:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(iv) Shared power to dispose or to direct the disposition of:
Perceptive Advisors: 3,160,200
Mr. Edelman: 3,160,200
Master Fund: 3,160,200
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
