CELC Celcuity Inc

Celcuity Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

15102K 100

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

CUSIP No. 15102K 100

Page 2 of 4 Pages

1

names of reporting persons

Brian F. Sullivan

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

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

sole voting power

3,480,280

6

shared voting power

0

7

sole dispositive power

3,480,280

8

shared dispositive power

9

aggregate amount beneficially owned by each reporting person

 3,480,280 ⁽¹⁾

10

check if the aggregate amount in row (9) excludes certain shares (see instructions)         

11

percent of class represented by amount in row (9)

15.7% ⁽²⁾

12

type of reporting person (see instructions)

IN

(1)

Includes options to acquire 359,297 shares of common stock that have vested or will vest within 60 days of December 31, 2022 and a warrant to purchase 104,340 shares of common stock.

(2)

Calculated based on 21,667,250 shares of Common Stock issued and outstanding as of December 30, 2022.

Item 1(a)

Name of Issuer:

Item 1(b)

Address of Issuer’s Principal Executive Offices:

Item 2(a)

Name of Person Filing:

Item 2(b)

Address of Principal Business Office or, if None, Residence:

Item 2(c)

Citizenship:

Item 2(d)

Title of Class of Securities:

Item 2(e)

CUSIP Number: 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:

(a)

☐       Broker or dealer registered under Section 15 of the Act.

(b)

☐       Bank as defined in Section 3(a)(6) of the Act.

(c)

☐       Insurance company as defined in Section 3(a)(19) of the Act.

(d)

☐       Investment company registered under Section 8 of the Investment Company Act of 1940.

(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 association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

☐       A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

(j)

☐       A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

☐       Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Item 4

Ownership

Item 5

Ownership of Five Percent or Less of a Class:

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

Item 8

Identification and Classification of Members of the Group:

Item 9

Notice of Dissolution of Group:

Item 10

Certifications: