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

Rhea-AI Filing Summary

Perceptive Advisors LLC, Joseph Edelman and Perceptive Life Sciences Master Fund, Ltd. have filed Amendment No. 3 to Schedule 13G on Celcuity Inc. (NASDAQ: CELC). As of 30 June 2025 the group beneficially owns 1,633,208 common shares, equal to 4.31 % of the 37,866,358 shares outstanding (per Celcuity’s 15 May 2025 SEC filing). Because the position now stands at or below the 5 % threshold, Item 5 is checked, signalling ownership of “5 percent or less of a class.”

The shares are held directly by the Cayman-based Perceptive Life Sciences Master Fund. Voting and dispositive power over the full block is shared among the Master Fund, Perceptive Advisors (investment manager) and Mr. Edelman (managing member). None of the reporting persons holds sole voting or dispositive power. The filing states the securities were not acquired to influence control of the issuer. Signatures are dated 4 Aug 2025.

Insights

Portfolio Manager

TL;DR: Perceptive still owns 1.63 M CELC shares but dip below 5 % trims visibility—mildly negative signal.

Perceptive Advisors is a marquee biotech investor; its presence lends credibility to Celcuity. However, the amended 13G shows ownership has fallen to 4.31 %, crossing under the 5 % reporting line. While the firm remains a top‐10 holder, reduced exposure can imply profit-taking or portfolio rebalancing ahead of catalysts. The drop also lifts Perceptive’s obligation to file future 13D/G updates unless it again tops 5 %, lowering transparency for public investors. Impact: modestly negative for sentiment but not thesis-changing.

Corporate Governance Expert

TL;DR: Routine compliance filing—no control intent disclosed; governance impact neutral.

This Schedule 13G/A confirms that Perceptive, Edelman and the Master Fund act as passive investors. Shared voting/dispositive power across entities is standard for fund structures and no concerted control activity is indicated. Certification under Item 10 reinforces passive intent. From a governance standpoint the disclosure is ordinary and poses no new risk factors for minority shareholders.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

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)

06/30/2025

(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 1,633,208.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,633,208.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,633,208.00

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)

4.31 %

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

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,633,208.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,633,208.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,633,208.00

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)

4.31 %

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 1,633,208.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,633,208.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,633,208.00

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)

4.31 %

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 of the cover pages to this Schedule 13G. The ownership percentages reported are based on 37,866,358 shares of Common Stock outstanding as of May 7, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025. The Master Fund directly holds 1,633,208 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: 4.31% Mr. Edelman: 4.31% Master Fund: 4.31%
(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: 1,633,208 Mr. Edelman: 1,633,208 Master Fund: 1,633,208
	(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: 1,633,208 Mr. Edelman: 1,633,208 Master Fund: 1,633,208
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.

Perceptive Advisors LLC

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Member
Date:	08/04/2025

Joseph Edelman

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman
Date:	08/04/2025

Perceptive Life Sciences Master Fund, Ltd.

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Member
Date:	08/04/2025