[SCHEDULE 13G] CITY THERAPEUTICS, INC. Passive Investment Disclosure (>5%)
City Therapeutics: Invus reports 8.1% passive stake
City Therapeutics, Inc. (CTY) is the issuer named in a Schedule 13G reporting beneficial ownership by Invus Public Equities, L.P., Avicenna Life Sci Master Fund LP and related control entities, and Raymond Debbane.
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City Therapeutics, Inc. (CTY) is the issuer named in a Schedule 13G reporting beneficial ownership by Invus Public Equities, L.P., Avicenna Life Sci Master Fund LP and related control entities, and Raymond Debbane. As of October 16, 2026, Invus Public Equities directly held 4,302,772 shares of common stock, and Avicenna Fund directly held 40,094 shares. Raymond Debbane, managing member of Siren and Ulys, may be deemed to beneficially own 4,342,866 shares through those entities. The cover pages report 8.1% for Invus Public Equities and its control entities, 0.1% for the Avicenna-related entities, and 8.1% for Debbane. The stated percentage calculations use 51,721,168 shares outstanding as of October 16, 2026, and an additional 1,666,666 shares resulting from exercise of the underwriters’ option, reported October 19, 2026.
Key Figures
Shares directly held by Invus Public Equities:4,302,772 sharesShares directly held by Avicenna Fund:40,094 sharesShares Raymond Debbane may be deemed to beneficially own:4,342,866 shares+4 more
7 metrics
Shares directly held by Invus Public Equities4,302,772 sharesAs of October 16, 2026
Shares directly held by Avicenna Fund40,094 sharesAs of October 16, 2026
Shares Raymond Debbane may be deemed to beneficially own4,342,866 sharesThrough his control of Siren and Ulys
Beneficial ownership percentage for Invus Public Equities and its control entities8.1%Reported on the cover pages
Beneficial ownership percentage for Avicenna-related entities0.1%Reported on the cover pages
Shares outstanding51,721,168 sharesAs of October 16, 2026; used in the stated percentage calculations
Additional shares from exercise of the underwriters’ option1,666,666 sharesIncluded in the stated percentage calculations; reported October 19, 2026
Key Terms
beneficially own, Sole Voting Power, Sole Dispositive Power
3 terms
beneficially ownregulatory
"may be deemed to beneficially own the Shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Sole Voting Powerregulatory
"Sole Voting Power 4,302,772.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
Sole Dispositive Powerregulatory
"Sole Dispositive Power 4,302,772.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many CTY shares did the reporting persons directly hold?
Invus Public Equities directly held 4,302,772 CTY common shares, and Avicenna Life Sci Master Fund LP directly held 40,094 shares, each as of October 16, 2026. Raymond Debbane may be deemed to beneficially own 4,342,866 shares through his control of Siren and Ulys.
What percentage of CTY did the reporting persons beneficially own?
The cover pages report 8.1% for Invus Public Equities and its control entities, 0.1% for the Avicenna-related entities, and 8.1% for Raymond Debbane. The stated calculations use 51,721,168 shares outstanding as of October 16, 2026, and an additional 1,666,666 shares resulting from exercise of the underwriters’ option, reported October 19, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
City Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
178782108
(CUSIP Number)
10/16/2026
(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):
178782108
1
Names of Reporting Persons
Invus Public Equities, L.P.
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
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,302,772.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,302,772.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,302,772.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
178782108
1
Names of Reporting Persons
Invus Public Equities 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
4,302,772.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,302,772.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,302,772.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
178782108
1
Names of Reporting Persons
Invus Global Management, 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
4,302,772.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,302,772.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,302,772.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
178782108
1
Names of Reporting Persons
Siren, L.L.C.
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
4,302,772.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,302,772.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,302,772.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
178782108
1
Names of Reporting Persons
Avicenna Life Sci Master Fund 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
40,094.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
40,094.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
40,094.00
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)
0.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
178782108
1
Names of Reporting Persons
Avicenna Life Sci Master 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
40,094.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
40,094.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
40,094.00
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)
0.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
178782108
1
Names of Reporting Persons
Ulys, L.L.C.
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
40,094.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
40,094.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
40,094.00
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)
0.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
178782108
1
Names of Reporting Persons
Raymond Debbane
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
PANAMA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,342,866.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,342,866.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,342,866.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
City Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
399 Binney Street, Cambridge, MA, 02141
Item 2.
(a)
Name of person filing:
See Item 2(c) below.
(b)
Address or principal business office or, if none, residence:
See Item 2(c) below.
(c)
Citizenship:
(i) Invus Public Equities, L.P. ("Invus Public Equities")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Bermuda limited partnership
(ii) Invus Public Equities Advisors, LLC ("Invus PE Advisors")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(iii) Invus Global Management, LLC ("Global Management")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(iv) Siren, L.L.C. ("Siren")
c/o The Invus Group, LLC, 750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(v) Avicenna Life Sci Master Fund LP ("Avicenna Fund")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Cayman Islands limited partnership
(vi) Avicenna Life Sci Master GP LLC ("Avicenna GP")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(vii) Ulys, L.L.C. ("Ulys")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(viii) Mr. Raymond Debbane
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Panama
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP Number(s):
178782108
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:
As of October 16, 2026, Invus Public Equities directly held 4,302,772 shares of common stock, par value $0.0001 per share (the "Shares") of City Therapeutics, Inc. (the "Issuer"), and Avicenna Fund directly held 40,094 Shares. Invus PE Advisors, as the general partner of Invus Public Equities, controls Invus Public Equities and, accordingly, may be deemed to beneficially own the Shares directly held by Invus Public Equities. Global Management, as the managing member of Invus PE Advisors, controls Invus PE Advisors and, accordingly, may be deemed to beneficially own the Shares that Invus PE Advisors may be deemed to beneficially own. Siren, as the managing member of Global Management, controls Global Management and, accordingly, may be deemed to beneficially own the Shares that Global Management may be deemed to beneficially own. Avicenna GP, as the general partner of Avicenna Fund, controls Avicenna Fund and, accordingly, may be deemed to beneficially own the Shares directly held by Avicenna Fund. Ulys, as the managing member of Avicenna GP, controls Avicenna GP and, accordingly, may be deemed to beneficially own the Shares that Avicenna GP may be deemed to beneficially own. Mr. Raymond Debbane, as the managing member of Siren and Ulys, controls Siren and Ulys and, accordingly, may be deemed to beneficially own the Shares that Siren and Ulys may be deemed to beneficially own.
(b)
Percent of class:
As of October 16, 2026, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Shares listed on such Reporting Person's cover page. Calculations of the percentage of Shares beneficially owned are based on (i) 51,721,168 Shares outstanding as of October 16, 2026, based on information provided by the Issuer in its Form 424(b)(4) filed with the Securities and Exchange Commission on October 16, 2026 and (ii) an additional 1,666,666 Shares resulting from the exercise of the underwriters' option to purchase additional Shares as reported in the Issuer's press release dated October 19, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See each cover page hereof.
(ii) Shared power to vote or to direct the vote:
See each cover page hereof.
(iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof.
(iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof.
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.
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:
Each of the Reporting Persons hereby makes the following certification:
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.
Invus Public Equities, L.P.
Signature:
/s/ Raymond Debbane
Name/Title:
Raymond Debbane, President of Invus Public Equities Advisors, LLC, its general partner
Date:
10/22/2026
Invus Public Equities Advisors, LLC
Signature:
/s/ Raymond Debbane
Name/Title:
Raymond Debbane, President
Date:
10/22/2026
Invus Global Management, LLC
Signature:
/s/ Raymond Debbane
Name/Title:
Raymond Debbane, President
Date:
10/22/2026
Siren, L.L.C.
Signature:
/s/ Raymond Debbane
Name/Title:
Raymond Debbane, President
Date:
10/22/2026
Avicenna Life Sci Master Fund LP
Signature:
/s/ Raymond Debbane
Name/Title:
Raymond Debbane, Chief Executive Officer of Avicenna Life Sci Master GP LLC, its general partner
