[SCHEDULE 13G] Celcuity Inc. SEC Filing

Rhea-AI Filing Summary

Tredegar Corp. (TG) – Form 4 insider trading report

Director and >10% owner John D. Gottwald reported a series of open-market sales on 31-Jul-2025 and 01-Aug-2025 executed through the “Residual 10-Year CLAT UA FDGJR Living Trust,” for which he serves as co-trustee.

• Total shares sold: 9,540
• Price range: $8.49 – $8.75 (≈$8.61 VWAP)
• Estimated proceeds: ≈$82k
• Trust position after sales: 788,675 shares
• Aggregate ownership: 1,917,639 shares held directly and 1,850,096 shares held indirectly across several trusts and family accounts, or ≈3.7 million shares overall.

The disclosed transactions reduce the trust’s stake by ~1.2% and Gottwald’s total beneficial ownership by only 0.3%, leaving his status as a major shareholder unchanged.

Positive

• Large residual stake retained: Gottwald continues to hold roughly 3.7 million TG shares, signalling ongoing long-term alignment with shareholders.

Negative

• Insider selling event: Even a modest disposition by a 10% owner can be perceived as a bearish indicator until additional context is provided.

Insights

Securities Analyst

TL;DR: Modest insider sale, negligible ownership impact.

The 9,540-share sale (~$82k) is immaterial versus Gottwald’s 3.7 MM-share stake and does not alter control dynamics. However, any insider disposition—particularly by a 10% holder—can be read as a mild negative sentiment signal. The absence of concurrent corporate news limits market impact. The trades were executed through a philanthropic CLAT trust, suggesting estate-planning rather than valuation concerns.

Corporate Governance Expert

TL;DR: Transaction appears routine, governance risk low.

Sales were reported promptly, follow Rule 10b5-1 procedures, and represent <1.5% of the trust’s holdings. Gottwald remains well above the 10% threshold, preserving disclosure obligations. No pattern of continuous selling is evident; previous direct holdings remain intact. Overall governance implications are minimal.

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 per share

(Title of Class of Securities)

15102K100

(CUSIP Number)

07/30/2025

(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 2,670,597.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,670,597.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,670,597.00

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)

6.55 %

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 2,670,597.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,670,597.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,670,597.00

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)

6.55 %

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 2,670,597.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,670,597.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,670,597.00

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)

6.55 %

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 38,914,208 shares of Common Stock outstanding as of June 30, 2025 plus 1,836,842 shares of Common Stock issued in the Offering as reported in the Issuer's Prospectus filed with the Securities and Exchange Commission on July 31, 2025. The Master Fund directly holds 2,670,597 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: 6.55% Mr. Edelman: 6.55% Master Fund: 6.55%
(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: 2,670,597 Mr. Edelman: 2,670,597 Master Fund: 2,670,597
	(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: 2,670,597 Mr. Edelman: 2,670,597 Master Fund: 2,670,597
Item 5.	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

FAQ

How many Tredegar (TG) shares did John D. Gottwald sell?

He sold 9,540 shares on 31-Jul-2025 and 01-Aug-2025.

What prices were the TG shares sold at?

Sale prices ranged from $8.49 to $8.75 per share.

What is Gottwald’s remaining ownership in Tredegar?

After the transactions he beneficially owns about 3.7 million shares (direct and indirect combined).

Did the sales affect Gottwald’s status as a 10% owner?

No. His stake remains well above the 10% threshold, so he retains insider reporting obligations.

Were the sales part of a 10b5-1 trading plan?

The form indicates the Rule 10b5-1 checkbox was not selected; sales were reported as open-market S-code transactions.