[SCHEDULE 13G/A] Verve Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

Celcuity Inc. (CELC) filed a Form 424B5 to raise $75 million through a common-stock offering, with a 30-day $11.25 million over-allotment option. The shares will list on Nasdaq; the last closing price (25-Jul-25) was $13.77. A concurrent but independent public issue of $150 million (up to $172.5 million) 2031 convertible senior notes is planned; proceeds will partly fund capped-call hedges designed to limit dilution from note conversion.

Clinical catalyst: On 28-Jul-25 positive topline Phase 3 data (VIKTORIA-1, PIK3CA wild-type cohort) showed gedatolisib triplet cut risk of progression or death by 76% vs. fulvestrant (HR 0.24; mPFS 9.3 mo vs 2.0 mo). The doublet cut risk by 67% (HR 0.33; mPFS 7.4 mo). Tolerability was better than prior studies. An NDA filing is targeted for 4Q-25; mutation-cohort data expected year-end 2025.

Balance-sheet moves: Cash, equivalents and short-term investments are estimated at $168.4 million as of 30-Jun-25 (vs $283.1 million YoY). Amendment to Innovatus/Oxford debt facility extends conversion right to May-26 and unlocks a $30 million Term D draw, which the company intends to access by 31-Aug-25. Combined cash, warrant exercises, Term D/E loans, and the two offerings are projected to fund operations into 2027, including both Phase 3 trials and potential commercial launch.

Key investor considerations: Offering proceeds (net not yet finalized) will cover capped-call costs and general corporate purposes, causing immediate dilution; future dilution may arise from options, warrants, preferred shares and potential note conversions. Risk factors highlight market-price volatility, financing needs, and execution of the notes offering.

Positive

• Statistically significant Phase 3 efficacy for gedatolisib (HR 0.24 and 0.33) creates a clear regulatory and commercial catalyst.
• NDA filing targeted Q4-25, accelerating potential revenue generation.
• $75 million equity and $150 million convert extend cash runway into 2027, covering trials and launch.
• Access to additional $30 million Term D loan following positive data improves liquidity.

Negative

• Immediate shareholder dilution from $75 million equity raise and sizable outstanding dilutive securities.
• Cash balance dropped to $168.4 million from $283.1 million YoY, highlighting high burn rate.
• Convertible notes add debt obligations and potential future dilution if converted.
• Offerings are not inter-conditional; failure to place the notes could leave funding gap.

Insights

Biotechnology Analyst

TL;DR: Strong Phase 3 efficacy de-risks gedatolisib and supports NDA timeline; new equity raises fund launch but add dilution.

The hazard ratios of 0.24 (triplet) and 0.33 (doublet) are among the most compelling ever reported in HR+/HER2- advanced breast cancer post-CDK4/6 failure. The data position gedatolisib as the first PI3K/AKT/mTOR inhibitor with robust results in PIK3CA wild-type patients, significantly enlarging the addressable market. Management’s plan to file an NDA in 4Q-25 is credible given topline results and ongoing enrollment of other cohorts. Regulatory risk remains but is reduced.

Capital needs are considerable: two Phase 3 programs, NDA prep and launch spend. The $75 million equity plus $150 million convert, along with $30 million Term D, extend runway into 2027, aligning with the projected approval window. Capped calls mitigate dilution from the convert at share prices above the strike, yet common shareholders face immediate dilution from the equity raise and potential future dilution from ~17 million in options, warrants, preferred and debt conversions.

Capital Markets Analyst

TL;DR: Financing mix strengthens liquidity but increases leverage and complexity; success hinges on note placement and market reception.

The simultaneous common-stock and convertible-note offerings diversify funding sources. The capped-call structure is shareholder-friendly, capping dilution if shares appreciate. However, cash use for hedge premiums reduces net proceeds. The note conversion strike (exact price TBD) and call features may create share-price volatility. Cash burn remains significant, evidenced by a $114.7 million YoY decline in liquidity. Debt conversion option for lenders at $10 further overhangs.

Assuming both offerings close, CELC’s pro-forma cash exceeds $400 million (including Term D draw), sufficient for pipeline execution. Failure to place the convert would force heavier reliance on equity or debt later. Overall impact is positive but contingent on successful execution of the note deal.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

VERVE THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

92539P101

(CUSIP Number)

07/25/2025

(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. 92539P101

1

Names of Reporting Persons

GV 2017, 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

GV 2017 GP, 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

GV 2017 GP, 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 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

GV 2019, 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

GV 2019 GP, 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

GV 2019 GP, 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 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

GV 2023, 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

GV 2023 GP, 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

GV 2023 GP, 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 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

Alphabet Holdings 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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

Verily Life Sciences 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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

XXVI Holdings Inc.

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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 92539P101

1

Names of Reporting Persons

Alphabet Inc.

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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: VERVE THERAPEUTICS, INC.
(b)	Address of issuer's principal executive offices: 201 BROOKLINE AVENUE, SUITE 601, BOSTON, MA, 02215.
Item 2.
(a)	Name of person filing: GV 2017, L.P., a Delaware limited partnership (the "2017 Partnership") GV 2017 GP, L.P., a Delaware limited partnership ("2017 GP") GV 2017 GP, L.L.C., a Delaware limited liability company ("2017 LLC") GV 2019, L.P., a Delaware limited partnership (the "2019 Partnership") GV 2019 GP, L.P., a Delaware limited partnership ("2019 GP") GV 2019 GP, L.L.C., a Delaware limited liability company ("2019 LLC") GV 2023, L.P., a Delaware limited partnership (the "2023 Partnership") GV 2023 GP, L.P., a Delaware limited partnership ("2023 GP") GV 2023 GP, L.L.C., a Delaware limited liability company ("2023 LLC") Alphabet Holdings LLC, a Delaware limited liability company ("Alphabet Holdings") Verily Life Sciences LLC, a Delaware limited liability company ("Verily") XXVI Holdings Inc., a Delaware corporation ("XXVI"), and Alphabet Inc., a Delaware corporation ("Parent" and, together with the 2017 Partnership, 2017 GP, 2017 LLC, the 2019 Partnership, 2019 GP, 2019 LLC, the 2023 Partnership, 2023 GP, 2023 LLC, Alphabet Holdings, Verily, and XXVI, the "Reporting Persons").
(b)	Address or principal business office or, if none, residence: 1600 Amphitheatre Parkway Mountain View, CA 94043
(c)	Citizenship: Each of the Reporting Persons is formed, organized or incorporated, as applicable, in the State of Delaware.
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 92539P101
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: Reference to "beneficial ownership" of securities for purposes of this statement on Schedule 13G, amendment number 3 (this "Statement") shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As of July 25, 2025 (the "Effective Date"), which is the date as of which the Reporting Persons became obligated to file this Statement, the Reporting Persons own no securities of the Issuer and no shares of the Issuer's Common Stock. In connection with the terms of an Agreement and Plan of Merger, dated as of June 16, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's indirect wholly owned subsidiary, Ridgeway Acquisition Corporation ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $10.50 per share, net to the stockholder in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR" and, together with the Cash Consideration, the "Offer Price"), which represents the contractual right to receive a contingent payment of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of a certain specified milestone relating to the Issuer's business, in accordance with the terms and subject to the conditions of a contingent value rights agreement entered into by and among Parent, the Purchaser, and Computershare Inc. and its affiliate, Computershare Trust Company, N.A., as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of July 25, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent. On the Effective Date, each outstanding share of the Issuer's Common Stock held by the Reporting Persons was accepted by the Purchaser, and was cancelled and converted into the right to receive the Offer Price, without interest, from the Purchaser. Following the consummation of the Merger, all shares of the Issuer's Common Stock will be delisted from trading on Nasdaq Global Select Market and deregistered under the Exchange Act.
(b)	Percent of class: As of the Effective Date upon consummation of the Merger, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate 0.0% of the Issuer's outstanding Common Stock.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 2017 Partnership 0 2017 GP 0 2017 LLC 0 2019 Partnership 0 2019 GP 0 2019 LLC 0 2023 Partnership 0 2023 GP 0 2023 LLC 0 Alphabet Holdings 0 Verily 0 XXVI 0 Parent 0
	(ii) Shared power to vote or to direct the vote: 2017 Partnership 0 2017 GP 0 2017 LLC 0 2019 Partnership 0 2019 GP 0 2019 LLC 0 2023 Partnership 0 2023 GP 0 2023 LLC 0 Alphabet Holdings 0 Verily 0 XXVI 0 Parent 0
	(iii) Sole power to dispose or to direct the disposition of: 2017 Partnership 0 2017 GP 0 2017 LLC 0 2019 Partnership 0 2019 GP 0 2019 LLC 0 2023 Partnership 0 2023 GP 0 2023 LLC 0 Alphabet Holdings 0 Verily 0 XXVI 0 Parent 0
	(iv) Shared power to dispose or to direct the disposition of: 2017 Partnership 0 2017 GP 0 2017 LLC 0 2019 Partnership 0 2019 GP 0 2019 LLC 0 2023 Partnership 0 2023 GP 0 2023 LLC 0 Alphabet Holdings 0 Verily 0 XXVI 0 Parent 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	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.

GV 2017, L.P.

Signature:	/s/ Inga Goldbard
Name/Title:	Inga Goldbard/General Counsel of GV 2017 GP, L.L.C., the General Partner of GV 2017 GP, L.P., its General Partner
Date:	07/28/2025

GV 2017 GP, L.P.

Signature:	/s/ Inga Goldbard
Name/Title:	Inga Goldbard/General Counsel of GV 2017 GP, L.L.C., its General Partner
Date:	07/28/2025

GV 2017 GP, L.L.C.

Signature:	/s/ Inga Goldbard
Name/Title:	Inga Goldbard/General Counsel
Date:	07/28/2025

GV 2019, L.P.

Signature:	/s/ Inga Goldbard
Name/Title:	Inga Goldbard/General Counsel of GV 2019 GP, L.L.C., the General Partner of GV 2019 GP, L.P., its General Partner
Date:	07/28/2025

GV 2019 GP, L.P.

Signature:	/s/ Inga Goldbard
Name/Title:	Inga Goldbard/General Counsel of GV 2019 GP, L.L.C., its General Partner
Date:	07/28/2025

GV 2019 GP, L.L.C.

Signature:	/s/ Inga Goldbard
Name/Title:	Inga Goldbard/General Counsel
Date:	07/28/2025

GV 2023, L.P.

Signature:	/s/ Inga Goldbard
Name/Title:	Inga Goldbard/General Counsel of GV 2023 GP, L.L.C., the General Partner of GV 2023 GP, L.P., its General Partner
Date:	07/28/2025

GV 2023 GP, L.P.

Signature:	/s/ Inga Goldbard
Name/Title:	Inga Goldbard/General Counsel of GV 2023 GP, L.L.C., its General Partner
Date:	07/28/2025

GV 2023 GP, L.L.C.

Signature:	/s/ Inga Goldbard
Name/Title:	Inga Goldbard/General Counsel
Date:	07/28/2025

Alphabet Holdings LLC

Signature:	/s/ Kathryn W. Hall
Name/Title:	Kathryn W. Hall/Secretary
Date:	07/28/2025

Verily Life Sciences LLC

Signature:	/s/ Utpal Koppikar
Name/Title:	Utpal Koppikar/Finance Director
Date:	07/28/2025

XXVI Holdings Inc.

Signature:	/s/ Kathryn W. Hall
Name/Title:	Kathryn W. Hall/Assistant Secretary
Date:	07/28/2025

Alphabet Inc.

Signature:	/s/ Kathryn W. Hall
Name/Title:	Kathryn W. Hall/Assistant Secretary
Date:	07/28/2025

FAQ

How much capital is Celcuity (CELC) raising in the July 2025 offering?

$75 million in common stock, plus a 30-day $11.25 million over-allotment option.

What are the key Phase 3 results for gedatolisib disclosed in the prospectus?

Triplet regimen HR 0.24 (mPFS 9.3 mo) and doublet HR 0.33 (mPFS 7.4 mo) versus fulvestrant in HR+/HER2-, PIK3CA wild-type breast cancer.

When does Celcuity expect to file a New Drug Application?

The company plans to submit an NDA for gedatolisib in Q4 2025.

How will the company use the net proceeds from the offerings?

To fund capped-call transactions and for working capital, including clinical trial, launch and R&D expenses.

What is Celcuity’s estimated cash position as of 30-Jun-25?

Approximately $168.4 million in cash, cash equivalents and short-term investments.

How long will current and prospective funding sources last?

Management projects liquidity into 2027, covering Phase 3 trials and potential commercial launch.