UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CELCUITY INC.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
15102K 100
(CUSIP Number)
May 16, 2022
(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)
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| 1 |
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Soleus Private
Equity Fund II, L.P. |
| 2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
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| 3 |
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SEC USE ONLY
|
| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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5 |
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SOLE VOTING POWER
0 |
| |
6 |
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SHARED VOTING POWER
343,832 (1) |
| |
7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
343,832
(1) |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
343,832 (1) |
| 10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 2.3% (2) |
| 12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) PN |
FOOTNOTES
| (1) |
Soleus Private Equity Fund II, L.P. (“Soleus PE”) has the right to acquire the shares reported in
this row pursuant to that certain Securities Purchase Agreement dated as of May 15, 2022 by and among Celcuity Inc. (the “Issuer”) and the investors signatory thereto (the “SPA”). Soleus Private Equity GP II, LLC
(“Soleus GP”) is the sole general partner of Soleus PE, and thus holds voting and dispositive power over the shares held by Soleus PE. Soleus PE GP II, LLC is the sole manager of Soleus GP. Mr. Guy Levy is the sole managing member of
Soleus PE GP II, LLC. Each of Mr. Guy Levy, Soleus PE GP II, LLC and Soleus GP disclaims beneficial ownership of the securities held by Soleus PE and this report shall not be deemed an admission that they are the beneficial owners of such
securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, except to the extent of their respective pecuniary interests therein. |
| (2) |
This percentage is calculated based upon 14,920,302 shares of common stock outstanding of the Issuer as of
March 15, 2022, as set forth in the Issuer’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 11, 2022 (the “Proxy”). |
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| 1 |
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Soleus Private
Equity GP II, LLC |
| 2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
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| 3 |
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SEC USE ONLY
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| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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5 |
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SOLE VOTING POWER
0 |
| |
6 |
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SHARED VOTING POWER
343,832 (1) |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
343,832
(1) |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
343,832 (1) |
| 10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 2.3% (2) |
| 12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
FOOTNOTES
| (1) |
Soleus PE has the right to acquire the shares reported in this row pursuant to the SPA. Soleus GP is the sole
general partner of Soleus PE, and thus holds voting and dispositive power over the shares held by Soleus PE. Soleus PE GP II, LLC is the sole manager of Soleus GP. Mr. Guy Levy is the sole managing member of Soleus PE GP II, LLC.
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| (2) |
This percentage is calculated based upon 14,920,302 shares of common stock outstanding of the Issuer as of
March 15, 2022, as set forth in the Proxy. |
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| 1 |
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Soleus PE GP II,
LLC |
| 2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
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| 3 |
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SEC USE ONLY
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| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
343,832 (1) |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
343,832
(1) |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
343,832 (1) |
| 10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 2.3% (2) |
| 12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
FOOTNOTES
| (1) |
Soleus PE has the right to acquire the shares reported in this row pursuant to the SPA. Soleus GP is the sole
general partner of Soleus PE, and thus holds voting and dispositive power over the shares held by Soleus PE. Soleus PE GP II, LLC is the sole manager of Soleus GP. Mr. Guy Levy is the sole managing member of Soleus PE GP II, LLC.
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| (2) |
This percentage is calculated based upon 14,920,302 shares of common stock outstanding of the Issuer as of
March 15, 2022, as set forth in the Proxy. |
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| 1 |
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Soleus Capital
Master Fund, L.P. |
| 2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
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| 3 |
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SEC USE ONLY
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| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman
Islands |
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| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
604,557 (1) |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
604,557
(1) |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
604,557 (1) |
| 10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 4.0% (2) |
| 12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) FI |
FOOTNOTES
| (1) |
Of the shares of common stock reported in this row, 232,073 of such shares are issued and outstanding and held
directly by Soleus Capital Master Fund, L.P. (“Master Fund”) and Master Fund has the right to acquire 372,484 shares pursuant to the SPA. Soleus Capital, LLC is the sole general partner of Master Fund and thus holds voting and dispositive
power over the shares held by Master Fund. Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC. Mr. Guy Levy is the sole managing member of Soleus Capital Group, LLC. Each of Soleus Capital Group, LLC, Soleus Capital,
LLC and Mr. Guy Levy disclaims beneficial ownership of these securities held by Master Fund and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the
Exchange Act, or for any other purpose, except to the extent of their respective pecuniary interests therein. |
| (2) |
This percentage is calculated based upon 14,920,302 shares of common stock outstanding of the Issuer as of
March 15, 2022, as set forth in the Proxy. |
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| 1 |
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Soleus Capital,
LLC |
| 2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
|
| 3 |
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SEC USE ONLY
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| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
604,557 (1) |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
604,557
(1) |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
604,557 (1) |
| 10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 4.0% (2) |
| 12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
FOOTNOTES
| (1) |
Of the shares reported in this row, 232,073 are issued and outstanding and held by Master Fund, and Master Fund
has the right to acquire 372,484 shares pursuant to the SPA. Soleus Capital, LLC is the sole general partner of Master Fund and thus holds voting and dispositive power over the shares held by Master Fund. Soleus Capital Group, LLC is the sole
managing member of Soleus Capital, LLC. Mr. Guy Levy is the sole managing member of Soleus Capital Group, LLC. |
| (2) |
This percentage is calculated based upon 14,920,302 shares of common stock outstanding of the Issuer as of
March 15, 2022, as set forth in the Proxy. |
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| 1 |
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Soleus Capital
Group, LLC |
| 2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
|
| 3 |
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SEC USE ONLY
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| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
604,557 (1) |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
604,557
(1) |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
604,557 (1) |
| 10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 4.0% (2) |
| 12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
FOOTNOTES
| (1) |
Of the shares reported in this row, 232,073 are issued and outstanding and held by Master Fund, and Master Fund
has the right to acquire 372,484 shares pursuant to the SPA. Soleus Capital, LLC is the sole general partner of Master Fund and thus holds voting and dispositive power over the shares held by Master Fund. Soleus Capital Group, LLC is the sole
managing member of Soleus Capital, LLC. |
| (2) |
This percentage is calculated based upon 14,920,302 shares of common stock outstanding of the Issuer as of
March 15, 2022, as set forth in the Proxy. |
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| 1 |
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Guy
Levy |
| 2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
|
| 3 |
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SEC USE ONLY
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| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United
States |
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| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
948,389 (1) |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
948,389
(1) |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
948,389 (1) |
| 10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 6.1% (2) |
| 12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IN |
FOOTNOTES
| (1) |
Of the shares reported in this row, 232,073 are issued and outstanding and held by Master Fund, Master Fund has
the right to acquire 372,484 shares pursuant to the SPA, and Soleus PE has the right to acquire 343,832 shares pursuant to the SPA. Soleus GP is the sole general partner of Soleus PE, Soleus PE GP II, LLC is the sole manager of Soleus GP, and
Mr. Guy Levy is the sole managing member of Soleus PE GP II, LLC. Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC, and Mr. Guy Levy is the sole
managing member of Soleus Capital Group, LLC. Mr. Guy Levy disclaims beneficial ownership of these securities held by Soleus PE and Master Fund, and this report shall not be deemed an admission that he is the beneficial owner of such securities
for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of his pecuniary interest therein. |
| (2) |
This percentage is calculated based upon 14,920,302 shares of common stock outstanding of the Issuer as of
March 15, 2022, as set forth in the Proxy. |
Item 1.
Celcuity Inc.
| |
(b) |
Address of Issuer’s Principal Executive Offices |
16305 36th Avenue North, Suite 100
Minneapolis, Minnesota 55446
Item 2.
| |
(a) |
Name of Person(s) Filing |
Soleus Private Equity GP II, LLC
Soleus Private Equity Fund II, L.P.
Soleus PE GP II, LLC
Soleus
Capital Master Fund, L.P.
Soleus Capital, LLC
Soleus Capital Group, LLC
Guy
Levy
| |
(b) |
Address of Principal Business Office or, if none, Residence |
Soleus Private Equity GP II, LLC
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus
Private Equity Fund II, L.P.
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus PE GP
II, LLC
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus
Capital Master Fund, L.P.
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus
Capital, LLC
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus
Capital Group, LLC
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Guy Levy
c/o Soleus Capital Management, L.P
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus Private Equity GP II, LLC – Delaware
Soleus Private Equity Fund II, L.P. – Delaware
Soleus PE GP II, LLC – Delaware
Soleus Capital Master Fund, L.P. – Cayman Islands
Soleus Capital, LLC – Delaware
Soleus Capital Group, LLC – Delaware
Guy Levy – United States
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(d) |
Title of Class of Securities |
Common Stock
15102K 100
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:
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| (a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. ☐78c). |
| (d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) |
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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) |
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). |
| (k) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
Item 4. Ownership.
Reference is made to Items 5 – 11 on the preceding pages of this Schedule 13G.
As of the close of business on May 16, 2022, Master Fund holds 232,073 of the issued
and outstanding shares of the common stock of the Issuer and has the right to acquire 372,484 shares of the common stock of the Issuer pursuant to the SPA, and Soleus PE (Soleus PE, and together with Master Fund, the “Funds”) has the right
to acquire 343,832 shares of the common stock of the Issuer pursuant to the SPA, for an aggregate of 948,389 shares of the common stock of the Issuer (the “Shares”).
As the general partner of Soleus PE, Soleus GP may be deemed to have shared power to vote or direct the vote and to dispose or to direct the
disposition of the Shares held by Soleus PE. As the sole manager of Soleus GP, Soleus PE GP II, LLC may be deemed to have shared power to vote or to direct the vote and to dispose or direct the disposition of the Shares held by Soleus PE. As the
sole managing member of Soleus PE GP II, LLC, Mr. Guy Levy may be deemed to have shared power to vote or direct the vote and to dispose or to direct the disposition of the Shares held by Soleus PE.
As the general partner of Master Fund, Soleus Capital, LLC may be deemed to have shared power to vote or direct the vote and to dispose or to
direct the disposition of the Shares held by Master Fund. As the sole managing member of Soleus Capital, LLC, Soleus Capital Group, LLC may be deemed to have shared power to vote or to direct the vote and to dispose or direct the disposition of the
Shares held by Master Fund. As the sole managing member of Soleus Capital Group, LLC, Mr. Guy Levy may be deemed to have shared power to vote or direct the vote and to dispose or to direct the disposition of the Shares held by Master Fund.
Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that Mr. Levy, Soleus PE GP
II, LLC, Soleus GP, Soleus Capital, LLC or Soleus Capital Group, LLC is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose,
except to the extent of their respective pecuniary interest therein, and such beneficial ownership is expressly disclaimed.
Item 5. Ownership of
Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five 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
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. 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, 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
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| Date: May 18, 2022 |
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Soleus Private Equity Fund II, L.P. |
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By: |
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Soleus Private Equity GP II, LLC, its General Partner |
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By: |
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Soleus PE GP II, LLC, its Manager |
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By: |
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/s/ Guy Levy |
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Name: |
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Guy Levy |
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Title: |
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Managing Member |
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| Date: May 18, 2022 |
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Soleus Private Equity GP II, LLC |
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By: |
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Soleus PE GP II, LLC, its Manager |
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By: |
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/s/ Guy Levy |
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Name: |
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Guy Levy |
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Title: |
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Managing Member |
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| Date: May 18, 2022 |
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Soleus PE GP II, LLC |
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By: |
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/s/ Guy Levy |
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Name: |
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Guy Levy |
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Title: |
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Managing Member |
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| Date: May 18, 2022 |
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Soleus Capital Master Fund, L.P. |
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By: |
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Soleus Capital, LLC, its General Partner |
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By: |
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Soleus Capital Group, LLC, its Managing Manager |
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By: |
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/s/ Guy Levy |
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Name: |
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Guy Levy |
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Title: |
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Managing Member |
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| Date: May 18, 2022 |
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Soleus Capital, LLC |
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By: |
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Soleus Capital Group, LLC, its Managing Manager |
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By: |
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/s/ Guy Levy |
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Name: |
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Guy Levy |
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|
|
|
Title: |
|
Managing Member |
|
|
|
| Date: May 18, 2022 |
|
|
|
Soleus Capital Group, LLC |
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|
|
|
|
|
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By: |
|
/s/ Guy Levy |
|
|
|
|
Name: |
|
Guy Levy |
|
|
|
|
Title: |
|
Managing Member |
|
|
|
|
| Date: May 18, 2022 |
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|
|
By: |
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/s/ Guy Levy |
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|
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Name: |
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Guy Levy |
Footnotes:
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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