Celcuity Inc. Schedule 13G shows RTW Investments, LP and Roderick Wong, M.D. reporting beneficial ownership of 3,039,621 shares, equal to 6.3% of the class. The filing states 48,336,675 shares outstanding as of March 17, 2026. The shares are held by the RTW Funds and reported with shared voting and dispositive power.
Positive
None.
Negative
None.
Insights
RTW Funds report a 6.3% passive position with shared dispositive authority.
The filing lists 3,039,621 shares and a 6.3% stake based on March 17, 2026 outstanding shares. It attributes voting and dispositive power to RTW Investments and to Dr. Wong in his capacity with RTW.
Ownership is described as held on behalf of the RTW Funds; the filing notes the funds have the right to receive dividends or sale proceeds. Subsequent disclosures would show any changes in position.
Filing indicates shared power but does not assert sole beneficial ownership.
The cover rows report 3,039,621 shares with 6.3% of the class, and the statement clarifies the filing "should not be construed as an admission" of beneficial ownership for Section 13 purposes.
Reporting attributes control to RTW Investments as adviser to the RTW Funds; cash‑flow treatment is linked to the funds. Watch for amendments if disposition or voting arrangements change.
Key Figures
Shares reported:3,039,621 sharesPercent of class:6.3%Shares outstanding (as of):48,336,675 shares
3 metrics
Shares reported3,039,621 sharesAmount listed for RTW Investments and Roderick Wong
Percent of class6.3%Calculated stake based on outstanding shares
Shares outstanding (as of)48,336,675 sharesOutstanding share count as of <date>March 17, 2026</date> (cited from the 10‑K)
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
shared dispositive powerregulatory
"Shared Dispositive Power 3,039,621.00 (listed on cover page)"
beneficially ownedregulatory
"Amount beneficially owned: The information required by Item 4(a) is set forth..."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Celcuity Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
15102K100
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
15102K100
1
Names of Reporting Persons
RTW Investments, LP
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
3,039,621.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,039,621.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,039,621.00
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)
6.3 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
15102K100
1
Names of Reporting Persons
Roderick Wong
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
3,039,621.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,039,621.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,039,621.00
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)
6.3 %
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 North, Suite 100, Minneapolis, MN, 55446.
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) RTW Investments, LP ("RTW Investments"), a Delaware limited partnership and the investment adviser to certain funds (the "RTW Funds"), with respect to shares of Common Stock, par value $0.001 per share (the "Shares") of Celcuity Inc. (the "Company") directly held by the RTW Funds; and
(ii) Roderick Wong, M.D. ("Dr. Wong"), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares directly held by the RTW Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the Shares 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 40 10th Avenue, Floor 7, New York, New York 10014.
(c)
Citizenship:
RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, $0.001 par value
(e)
CUSIP Number(s):
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 Rows 5 - 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentages set forth in Row 11 of the cover pages are calculated based upon 48,336,675 Shares outstanding as of March 17, 2026 as reported in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2026.
(b)
Percent of class:
RTW Investments: 6.3%
Dr. Wong: 6.3%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
RTW Investments: 0
Dr. Wong: 0
(ii) Shared power to vote or to direct the vote:
RTW Investments: 3,039,621 Shares
Dr. Wong: 3,039,621 Shares
(iii) Sole power to dispose or to direct the disposition of:
RTW Investments: 0
Dr. Wong: 0
(iv) Shared power to dispose or to direct the disposition of:
RTW Investments: 3,039,621 Shares
Dr. Wong: 3,039,621 Shares
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. The RTW Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein.
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.
What stake does RTW Investments report in Celcuity (CELC)?
RTW Investments reports beneficial ownership of 3,039,621 shares representing 6.3% of the class. The percentage is calculated using 48,336,675 shares outstanding as of March 17, 2026, per the filing's cited 10‑K figure.
Who holds voting and dispositive power over the reported Celcuity shares?
The filing reports shared voting and dispositive power for both RTW Investments and Roderick Wong, M.D. Each is listed with 3,039,621 shares under shared voting and shared dispositive power in the cover rows.
Are the reported Celcuity shares held personally by Dr. Roderick Wong?
The filing states Dr. Wong files as Managing Partner and CIO of RTW Investments and reports the same 3,039,621 shares held by the RTW Funds. It disclaims construing this as an admission of individual beneficial ownership for Section 13 purposes.
Does the Schedule 13G state who receives proceeds or dividends from the shares?
Yes. The filing states the RTW Funds have the right to receive dividends or proceeds from sale of the reported shares. The statement attributes economic rights to the RTW Funds rather than to an individual.
