Celcuity Inc. (CELC) received a Schedule 13G filing showing that Avoro Capital Advisors LLC and Behzad Aghazadeh beneficially own 3,111,111 shares of Celcuity common stock, representing 6.72% of the company. The percentage is based on 46,271,259 shares outstanding as of November 6, 2025.
Avoro acquired the shares solely for investment purposes on behalf of Avoro Life Sciences Fund LLC and reports sole voting and dispositive power over the position. The reporting persons certify that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Celcuity.
Positive
None.
Negative
None.
FAQ
What stake in Celcuity Inc. (CELC) is reported in this Schedule 13G?
The filing reports that Avoro Capital Advisors LLC and Behzad Aghazadeh beneficially own 3,111,111 shares of Celcuity common stock. This position represents 6.72% of Celcuity’s outstanding common shares, based on 46,271,259 shares outstanding as of November 6, 2025.
Who are the reporting persons in the Celcuity (CELC) Schedule 13G filing?
The reporting persons are Avoro Capital Advisors LLC and Behzad Aghazadeh. Avoro is a Delaware investment adviser, and Dr. Aghazadeh is its portfolio manager and controlling person. They jointly report beneficial ownership of Celcuity common stock for investment purposes only.
What percentage of Celcuity (CELC) common stock does Avoro beneficially own?
Avoro and Behzad Aghazadeh report beneficial ownership of 6.72% of Celcuity’s common stock. This percentage is calculated using 46,271,259 Celcuity shares outstanding as of November 6, 2025, as disclosed in the company’s Quarterly Report on Form 10-Q.
Does the Celcuity (CELC) Schedule 13G indicate any intent to influence control?
The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Celcuity. It also specifies they are not held in connection with any control-related transaction or group activity.
Who holds voting and dispositive power over the Celcuity (CELC) shares reported?
The Schedule 13G shows Avoro and Behzad Aghazadeh have sole voting power and sole dispositive power over 3,111,111 Celcuity shares. They report zero shared voting power and zero shared dispositive power for this ownership position in the company’s common stock.
On whose behalf did Avoro acquire the Celcuity (CELC) shares?
Avoro acquired the Celcuity common stock for investment purposes on behalf of Avoro Life Sciences Fund LLC. The Schedule 13G clarifies that the filing should not be construed as an admission of beneficial ownership for any reporting person beyond what is reported.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Celcuity Inc.
(Name of Issuer)
Common Stock, par value $0.001 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
Avoro Capital 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
3,111,111.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,111,111.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,111,111.00
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)
6.72 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
15102K100
1
Names of Reporting Persons
Behzad Aghazadeh
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
3,111,111.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,111,111.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,111,111.00
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)
6.72 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Celcuity Inc.
(b)
Address of issuer's principal executive offices:
16305 36th Avenue N, Suite 100, Minneapolis, MN, 55446
Item 2.
(a)
Name of person filing:
This statement is filed by: (i) Avoro Capital Advisors LLC, a Delaware limited liability company ("Avoro"), which provides investment advisory and management services and has acquired the shares of common stock, par value $0.001 per share ("Common Stock") of Celcuity Inc., a Delaware corporation (the "Company"), solely for investment purposes on behalf of Avoro Life Sciences Fund LLC, a Delaware limited liability company, and (ii) Behzad Aghazadeh ("Dr. Aghazadeh," and together with Avoro, the "Reporting Persons"), who serves as the portfolio manager and controlling person of Avoro.
The filing of this statement should not be construed as an admission that any Reporting Person is, for purposes of Section 13 of the Act, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 110 Greene Street, Suite 800, New York, NY 10012.
(c)
Citizenship:
Avoro is a Delaware limited liability company. Dr. Aghazadeh is a United States citizen.
(d)
Title of class of securities:
Common Stock, par value $0.001 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 Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 46,271,259 shares of Common Stock outstanding as of November 6, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed with the Securities and Exchange Commission on November 13, 2025.
(b)
Percent of class:
6.72%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
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 acquired and are held in the ordinary course of business and 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.
Avoro Capital Advisors LLC
Signature:
/s/ Scott Epstein
Name/Title:
Scott Epstein, Chief Operating Officer and Chief Compliance Officer
