Baker Bros. discloses 9.99% Celcuity (CELC) stake with capped warrant and note rights

Rhea-AI Filing Summary

Baker Bros. Advisors LP, its general partner and principals Julian and Felix Baker report beneficial ownership of 4,877,963 Celcuity Inc. common shares, equal to 9.99% of the class. This includes 4,815,792 shares held by affiliated funds and 62,171 shares issuable from $0.001 prefunded warrants.

The prefunded warrants are only exercisable up to a 9.99% “Maximum Percentage” ownership cap, adjustable up to 19.99% with a 61‑day delay. The group also holds 2.75% Convertible Notes convertible at 19.4932 shares per $1,000, but these cannot currently be converted due to a separate 4.99% Beneficial Ownership Limitation. All 4,877,963 shares are subject to sole voting and dispositive power by the reporting group.

The reporting persons previously reported on Schedule 13D but now report on Schedule 13G after confirming they own under 10%, are not affiliates of Celcuity, and hold the securities for investment purposes without an intent to change or influence control.

Key Figures

Beneficial ownership: 4,877,963 shares Percent of class: 9.99% Common shares held: 4,815,792 shares +5 more

8 metrics

Beneficial ownership 4,877,963 shares Total Celcuity common shares beneficially owned by the reporting persons

Percent of class 9.99% Ownership percentage of Celcuity common stock reported by each reporting person

Common shares held 4,815,792 shares Shares of Celcuity common stock directly held by the affiliated funds

Prefunded warrants shares 62,171 shares Shares issuable upon exercise of $0.001 prefunded warrants within 60 days

Prefunded warrant exercise price $0.001 per share Exercise price of the $0.001 Prefunded Warrants for Celcuity common stock

Shares outstanding 48,766,288 shares Celcuity common shares outstanding as of May 7, 2026, used to calculate ownership

Convertible note rate 19.4932 shares per $1,000 Conversion rate of Celcuity’s 2.75% Convertible Notes into common stock

Beneficial Ownership Limitation 4.99% Initial ownership cap for conversion of the 2.75% Convertible Notes, adjustable up to 19.99%

Key Terms

Schedule 13G, prefunded warrants, Maximum Percentage, Beneficial Ownership Limitation, +1 more

5 terms

Schedule 13G regulatory

"Accordingly, the Reporting Persons are eligible to report, and are hereby reporting, their beneficial ownership of the Common Stock of the Issuer on"

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.

prefunded warrants financial

"Common Stock that may be acquired upon exercise of prefunded warrants with no expiration date with an exercise price of $0.001 per share"

Prefunded warrants are a security that gives the holder the right to convert the warrant into a share after paying a very small remaining amount because almost the full purchase price was paid upfront. They matter to investors because exercising them increases the company’s outstanding shares (dilution) and can provide immediate cash to the issuer while allowing holders to bypass ownership limits or simplify timing, similar to buying a nearly-complete gift card that only needs a tiny top-up to use.

Maximum Percentage financial

"the setting of the Maximum Percentage (as defined in Amendment No. 2) at 9.99%"

Beneficial Ownership Limitation regulatory

"no more than 4.99% of the outstanding shares of Common Stock (the "Beneficial Ownership Limitation")"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

2.75% Convertible Notes financial

"Common Stock that may be acquired upon conversion of the 2.75% convertible notes of the Issuer"

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FAQ

What percentage of Celcuity Inc. (CELC) does Baker Bros. currently own?

Baker Bros. and related reporting persons beneficially own 9.99% of Celcuity Inc.’s common stock. This percentage is based on 48,766,288 shares outstanding as of May 7, 2026, plus 62,171 shares underlying prefunded warrants exercisable within 60 days.

How many Celcuity (CELC) shares does Baker Bros. beneficially own in total?

The reporting group beneficially owns 4,877,963 Celcuity common shares. This consists of 4,815,792 shares held directly by affiliated funds and 62,171 additional shares that may be acquired upon exercise of $0.001 prefunded warrants, subject to ownership caps.

What are the key terms of Baker Bros.’ prefunded warrants in Celcuity (CELC)?

The group holds 62,171 $0.001 prefunded warrants, each exercisable into one Celcuity share. Exercise is limited by a 9.99% “Maximum Percentage” ownership cap, which the funds may adjust up to 19.99% with effectiveness beginning 61 days after notice.

What limitations affect Baker Bros.’ 2.75% Convertible Notes in Celcuity (CELC)?

Celcuity’s 2.75% Convertible Notes held by the funds convert into 19.4932 shares per $1,000 principal. A 4.99% Beneficial Ownership Limitation, adjustable up to 19.99% with 61 days’ notice, currently prevents any conversion because it would exceed that cap.

Why did Baker Bros. switch from Schedule 13D to Schedule 13G for Celcuity (CELC)?

They now report on Schedule 13G after previously filing a Schedule 13D amendment noting dispositions and a 9.99% Maximum Percentage, which reduced beneficial ownership below 10%. They state they are not affiliates and hold Celcuity securities for investment purposes, not to influence control.

Does Baker Bros. have sole or shared voting power over its Celcuity (CELC) stake?

The reporting persons have sole voting and dispositive power over 4,877,963 Celcuity shares, including the warrant shares, and report zero shared voting or shared dispositive power. Investment and voting authority over the funds’ holdings resides with Baker Bros. Advisors LP.

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)

07/14/2026

(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

Baker Bros. Advisors 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 4,877,963.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,877,963.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,877,963.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP Number(s): 15102K100

1

Names of Reporting Persons

Baker Bros. Advisors (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 4,877,963.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,877,963.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,877,963.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

CUSIP Number(s): 15102K100

1

Names of Reporting Persons

Julian C. Baker

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 4,877,963.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,877,963.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,877,963.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 15102K100

1

Names of Reporting Persons

Felix J. Baker

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 4,877,963.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,877,963.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,877,963.00

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)

9.99 %

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: 2800 Campus Drive, Suite 140, Minneapolis, MN 55441
Item 2.
(a)	Name of person filing: This Schedule 13G is being filed jointly by Baker Bros. Advisors LP (the "Adviser"), Baker Bros. Advisors (GP) LLC (the "Adviser GP"), Julian C. Baker and Felix J. Baker (collectively, the "Reporting Persons"). The Reporting Persons previously reported their beneficial ownership of the Common Stock of Celcuity Inc. (the "Issuer") on Schedule 13D. Prior to the filing of this Schedule 13G, the Reporting Persons filed Amendment No. 2 to that Schedule 13D ("Amendment No. 2") reporting that, as a result of the dispositions of Common Stock of the Issuer ("Common Stock") described therein and the setting of the Maximum Percentage (as defined in Amendment No. 2) at 9.99%, they beneficially own less than 10% of the outstanding Common Stock, are not affiliates of the Issuer, and hold such securities for investment purposes and not with the purpose or effect of changing or influencing control of the Issuer. Accordingly, the Reporting Persons are eligible to report, and are hereby reporting, their beneficial ownership of the Common Stock of the Issuer on Schedule 13G pursuant to Rule 13d-1(b).
(b)	Address or principal business office or, if none, residence: The business address of each of the Reporting Persons is: c/o Baker Bros. Advisors LP 860 Washington Street, 3rd Floor New York, NY 10014 (212) 339-5690
(c)	Citizenship: The Adviser is a limited partnership organized under the laws of the State of Delaware. The Adviser GP is a limited liability company organized under the laws of the State of Delaware. The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(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: Items 5 through 9 of each of the cover pages to this Schedule 13G are incorporated herein by reference. Set forth below is the aggregate number of shares of Common Stock of the Issuer directly held in the aggregate by Baker Brothers Life Sciences, L.P. ("Life Sciences") and 667, L.P. ("667", and together with Life Sciences, the "Funds") which may be deemed to be indirectly beneficially owned by the Reporting Persons, as well as Common Stock that may be acquired upon exercise of prefunded warrants with no expiration date with an exercise price of $0.001 per share of Common Stock ("$0.001 Prefunded Warrants"), subject to the limitations on exercise described below and Common Stock that may be acquired upon conversion of the 2.75% convertible notes of the Issuer, convertible at any time at the option of the holder into 19.4932 shares of Common Stock per $1,000 principal amount, subject to beneficial ownership limitations described below (the "2.75% Convertible Notes"). The Reporting Persons beneficially own 4,815,792 shares of Common Stock directly held by the Funds as well as 62,171 shares of Common Stock that may be acquired upon exercise of 62,171 $0.001 Prefunded Warrants, subject to the limitations on exercise of the $0.001 Prefunded Warrants as described below. The $0.001 Prefunded Warrants are only exercisable to the extent that after giving effect to such exercise the holders thereof, together with their affiliates and any persons who are members of a Section 13(d) group with the holders or any of their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no more than 9.99% of the outstanding shares of Common Stock (the "Maximum Percentage"). By written notice to the Issuer, the Funds may from time to time increase or decrease the Maximum Percentage applicable to that Fund to any other percentage not in excess of 19.99%. Any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. As a result of these restrictions, the number of shares of Common Stock that may be issued upon exercise of the $0.001 Prefunded Warrants by the above holders may change depending upon changes in the outstanding Common Stock. The 2.75% Convertible Notes are only convertible to the extent that after giving effect or immediately prior to such conversion the holders thereof, their affiliates and any persons who are members of a Section 13(d) group with the holders or any of their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 4.99% of the outstanding shares of Common Stock (the "Beneficial Ownership Limitation"). By written notice to the Issuer, the Funds may from time to time increase or decrease the Beneficial Ownership Limitation applicable to that Fund to any other percentage not in excess of 19.99%. Any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. Due to the Beneficial Ownership Limitation, the Funds cannot presently convert any of the 2.75% Convertible Notes. Pursuant to the management agreements, as amended, among the Adviser, the Funds and their respective general partners, the Funds' respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds, and thus the Adviser has complete and unlimited discretion and authority with respect to the Funds' investments and voting power over investments. The Adviser GP is the sole general partner of the Adviser. The Adviser GP, Felix J. Baker and Julian C. Baker as managing members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds.
(b)	Percent of class: The information in Item 11 of each of the cover pages to this Schedule 13G is incorporated herein by reference. The percentage of beneficial ownership for each of the Reporting Persons reported herein is based on 48,766,288 shares of Common Stock outstanding as of May 7, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission ("SEC") on May 14, 2026, plus 62,171 shares of Common Stock underlying $0.001 Prefunded Warrants exercisable within 60 days, subject to the limitations on exercise as described above.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The Reporting Persons have sole power to vote or direct the vote of 4,815,792 shares of Common Stock directly held by the Funds as well as 62,171 shares of Common Stock that may be acquired upon exercise of 62,171 $0.001 Prefunded Warrants, subject to the limitations on exercise of the $0.001 Prefunded Warrants as described above.
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: The Reporting Persons have sole power to dispose or direct the disposition of 4,815,792 shares of Common Stock directly held by the Funds as well as 62,171 shares of Common Stock that may be acquired upon exercise of 62,171 $0.001 Prefunded Warrants, subject to the limitations on exercise of the $0.001 Prefunded Warrants as described above.
	(iv) Shared power to dispose or to direct the disposition of: 0
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.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. The information in Item 4 is incorporated herein by reference.
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.

Baker Bros. Advisors LP

Signature:	/s/ Scott L. Lessing
Name/Title:	Scott L. Lessing/ President By: Baker Bros. Advisors (GP) LLC, its general partner
Date:	07/16/2026

Baker Bros. Advisors (GP) LLC

Signature:	/s/ Scott L. Lessing
Name/Title:	Scott L. Lessing/ President
Date:	07/16/2026

Julian C. Baker

Signature:	/s/ Julian C. Baker
Name/Title:	Julian C. Baker
Date:	07/16/2026

Felix J. Baker

Signature:	/s/ Felix J. Baker
Name/Title:	Felix J. Baker
Date:	07/16/2026

Exhibit Information

EXHIBIT 99.1 Joint Filing Agreement