Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 04:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Celcuity Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
15102K100
(CUSIP Number)
December 31, 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:
|
* |
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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CUSIP No.
15102K100 |
Page 2 of 14 |
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1. |
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Name of reporting persons
Venrock Healthcare Capital Partners II, L.P.
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2. |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) x1 (b)
¨
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3. |
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SEC USE ONLY
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|
4. |
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5. |
|
Sole Voting Power
0
|
|
6. |
|
Shared Voting Power
0
|
|
7. |
|
Sole Dispositive Power
0
|
|
8. |
|
Shared Dispositive Power
0
|
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9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
|
10. |
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨
|
|
11. |
|
Percent of Class Represented by Amount in Row (9)
0.00%
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12. |
|
Type of Reporting Person (See Instructions)
PN
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| 1 |
Venrock
Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings
II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP
Co-Investment Holdings III, LLC, Venrock Healthcare Capital
Partners EG, L.P., VHCP Management II, LLC, VHCP Management III,
LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members
of a group for the purposes of this Schedule 13G/A. |
|
CUSIP No.
15102K100 |
Page 3 of 14 |
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1. |
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Name of reporting persons
VHCP Co-Investment Holdings II,
LLC
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2. |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x1 (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
|
|
6. |
|
Shared Voting Power
0
|
|
7. |
|
Sole Dispositive Power
0
|
|
8. |
|
Shared Dispositive Power
0
|
|
9. |
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
0
|
|
10. |
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨
|
|
11. |
|
Percent of Class Represented by
Amount in Row (9)
0.00%
|
|
12. |
|
Type of Reporting Person (See
Instructions)
OO
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|
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| 1 |
Venrock
Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings
II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP
Co-Investment Holdings III, LLC, Venrock Healthcare Capital
Partners EG, L.P., VHCP Management II, LLC, VHCP Management III,
LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members
of a group for the purposes of this Schedule 13G/A. |
|
CUSIP No.
15102K100 |
Page 4 of 14 |
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|
1. |
|
Name of reporting persons
Venrock Healthcare Capital Partners
III, L.P.
|
|
2. |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x1 (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
|
|
6. |
|
Shared Voting Power
2,171,1252
|
|
7. |
|
Sole Dispositive Power
0
|
|
8. |
|
Shared Dispositive Power
2,171,1252
|
|
9. |
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
2,171,1252
|
|
10. |
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨
|
|
11. |
|
Percent of Class Represented by
Amount in Row (9)
9.99%3
|
|
12. |
|
Type of Reporting Person (See
Instructions)
PN
|
|
|
|
|
|
|
|
|
|
|
|
1 |
Venrock Healthcare Capital Partners II, L.P.,
VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital
Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock
Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP
Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong
Koh are members of a group for the purposes of this Schedule
13G/A. |
| 2 |
Consists of (i) 570,789 shares held by Venrock
Healthcare Capital Partners III, L.P.; (ii) 57,101 shares held by
VHCP Co-Investment Holdings III, LLC; and (iii) 1,543,235 shares
held by Venrock Healthcare Capital Partners EG, L.P. The share
numbers in the preceding sentence represent the maximum number of
shares of common stock that may be held by the Reporting Persons as
a result of the beneficial ownership provision described in the
following sentence. Under the terms of the Securities Purchase
Agreement dated May 15, 2022, the number of shares of common stock
purchased by the Reporting Persons at the closing shall not, when
aggregated with all other shares of common stock owned by such
Reporting Persons at such time, result in such Reporting Persons
beneficially owning (as determined in accordance with Section 13(d)
of the Exchange Act) in excess of 9.99% of the Common Stock issued
and outstanding immediately prior to the closing. Without giving
effect to this beneficial ownership limitation, the Reporting
Persons would beneficially own approximately 23.7% of the Issuer’s
common stock. |
| 3 |
This percentage is calculated based upon (i)
21,667,250 shares outstanding as of December 9, 2022, as reported
in the Issuer’s Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on December 30, 2022, plus (ii)
the 65,739 shares described in Footnote 2 above. |
|
CUSIP No.
15102K100 |
Page 5 of 14 |
|
|
|
|
|
|
|
|
1. |
Name of reporting persons
VHCP Co-Investment Holdings III,
LLC
|
|
2. |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x1 (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
|
|
6. |
|
Shared Voting Power
2,171,1252
|
|
7. |
|
Sole Dispositive Power
0
|
|
8. |
|
Shared Dispositive Power
2,171,1252
|
|
9. |
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
2,171,1252
|
|
10. |
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨
|
|
11. |
|
Percent of Class Represented by
Amount in Row (9)
9.99%3
|
|
12. |
|
Type of Reporting Person (See
Instructions)
OO
|
|
|
|
|
|
|
|
|
|
|
|
1 |
Venrock Healthcare Capital Partners II, L.P.,
VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital
Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock
Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP
Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong
Koh are members of a group for the purposes of this Schedule
13G/A. |
|
2 |
Consists of (i) 570,789 shares held by Venrock
Healthcare Capital Partners III, L.P.; (ii) 57,101 shares held by
VHCP Co-Investment Holdings III, LLC; and (iii) 1,543,235 shares
held by Venrock Healthcare Capital Partners EG, L.P. The share
numbers in the preceding sentence represent the maximum number of
shares of common stock that may be held by the Reporting Persons as
a result of the beneficial ownership provision described in the
following sentence. Under the terms of the Securities Purchase
Agreement dated May 15, 2022, the number of shares of common stock
purchased by the Reporting Persons at the closing shall not, when
aggregated with all other shares of common stock owned by such
Reporting Persons at such time, result in such Reporting Persons
beneficially owning (as determined in accordance with Section 13(d)
of the Exchange Act) in excess of 9.99% of the Common Stock issued
and outstanding immediately prior to the closing. Without giving
effect to this beneficial ownership limitation, the Reporting
Persons would beneficially own approximately 23.7% of the Issuer’s
common stock. |
|
3 |
This percentage is calculated based upon (i)
21,667,250 shares outstanding as of December 9, 2022, as reported
in the Issuer’s Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on December 30, 2022, plus (ii)
the 65,739 shares described in Footnote 2 above. |
|
CUSIP No.
15102K100 |
Page 6 of 14 |
|
|
|
|
|
|
|
|
1. |
|
Name of reporting persons
Venrock Healthcare Capital Partners
EG, L.P.
|
|
2. |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x1 (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
|
|
6. |
|
Shared Voting Power
2,171,1252
|
|
7. |
|
Sole Dispositive Power
0
|
|
8. |
|
Shared Dispositive Power
2,171,1252
|
|
9. |
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
2,171,1252
|
|
10. |
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨
|
|
11. |
|
Percent of Class Represented by
Amount in Row (9)
9.99%3
|
|
12. |
|
Type of Reporting Person (See
Instructions)
PN
|
|
|
|
|
|
|
|
|
|
|
|
1 |
Venrock Healthcare Capital Partners II, L.P.,
VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital
Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock
Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP
Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong
Koh are members of a group for the purposes of this Schedule
13G/A. |
|
2 |
Consists of (i) 570,789 shares held by Venrock
Healthcare Capital Partners III, L.P.; (ii) 57,101 shares held by
VHCP Co-Investment Holdings III, LLC; and (iii) 1,543,235 shares
held by Venrock Healthcare Capital Partners EG, L.P. The share
numbers in the preceding sentence represent the maximum number of
shares of common stock that may be held by the Reporting Persons as
a result of the beneficial ownership provision described in the
following sentence. Under the terms of the Securities Purchase
Agreement dated May 15, 2022, the number of shares of common stock
purchased by the Reporting Persons at the closing shall not, when
aggregated with all other shares of common stock owned by such
Reporting Persons at such time, result in such Reporting Persons
beneficially owning (as determined in accordance with Section 13(d)
of the Exchange Act) in excess of 9.99% of the Common Stock issued
and outstanding immediately prior to the closing. Without giving
effect to this beneficial ownership limitation, the Reporting
Persons would beneficially own approximately 23.7% of the Issuer’s
common stock. |
|
3 |
This percentage is calculated based upon (i)
21,667,250 shares outstanding as of December 9, 2022, as reported
in the Issuer’s Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on December 30, 2022, plus (ii)
the 65,739 shares described in Footnote 2 above. |
|
CUSIP No.
15102K100 |
Page 7 of 14 |
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|
1. |
|
Name
of reporting persons
VHCP Management II, LLC |
|
2. |
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
x1
(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
|
|
6. |
|
Shared Voting Power
0
|
|
7. |
|
Sole Dispositive Power
0
|
|
8. |
|
Shared Dispositive Power
0
|
|
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
|
10. |
|
Check if
the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨
|
|
11. |
|
Percent of Class Represented by Amount in Row (9)
0.00%
|
|
12. |
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
|
|
|
|
|
| 1 |
Venrock
Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings
II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP
Co-Investment Holdings III, LLC, Venrock Healthcare Capital
Partners EG, L.P., VHCP Management II, LLC, VHCP Management III,
LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members
of a group for the purposes of this Schedule 13G/A. |
|
CUSIP No.
15102K100 |
Page 8 of 14 |
|
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|
|
|
|
|
|
1. |
|
Name of reporting persons
VHCP Management III, LLC
|
|
2. |
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
x1
(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
|
|
6. |
|
Shared Voting Power
2,171,1252
|
|
7. |
|
Sole Dispositive Power
0
|
|
8. |
|
Shared Dispositive Power
2,171,1252
|
|
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,171,1252
|
|
10. |
|
Check if
the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨
|
|
11. |
|
Percent of Class Represented by Amount in Row (9)
9.99%3
|
|
12. |
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
|
|
|
|
|
|
1 |
Venrock Healthcare Capital Partners II, L.P.,
VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital
Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock
Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP
Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong
Koh are members of a group for the purposes of this Schedule
13G/A. |
|
2 |
Consists of (i) 570,789 shares held by Venrock
Healthcare Capital Partners III, L.P.; (ii) 57,101 shares held by
VHCP Co-Investment Holdings III, LLC; and (iii) 1,543,235 shares
held by Venrock Healthcare Capital Partners EG, L.P. The share
numbers in the preceding sentence represent the maximum number of
shares of common stock that may be held by the Reporting Persons as
a result of the beneficial ownership provision described in the
following sentence. Under the terms of the Securities Purchase
Agreement dated May 15, 2022, the number of shares of common stock
purchased by the Reporting Persons at the closing shall not, when
aggregated with all other shares of common stock owned by such
Reporting Persons at such time, result in such Reporting Persons
beneficially owning (as determined in accordance with Section 13(d)
of the Exchange Act) in excess of 9.99% of the Common Stock issued
and outstanding immediately prior to the closing. Without giving
effect to this beneficial ownership limitation, the Reporting
Persons would beneficially own approximately 23.7% of the Issuer’s
common stock. |
|
3 |
This percentage is calculated based upon (i)
21,667,250 shares outstanding as of December 9, 2022, as reported
in the Issuer’s Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on December 30, 2022, plus (ii)
the 65,739 shares described in Footnote 2 above. |
|
CUSIP No.
15102K100 |
Page 9 of 14 |
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|
|
1. |
|
Name of reporting persons
VHCP Management EG, LLC
|
|
2. |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x1 (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
|
|
6. |
|
Shared Voting Power
2,171,1252
|
|
7. |
|
Sole Dispositive Power
0
|
|
8. |
|
Shared Dispositive Power
2,171,1252
|
|
9. |
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
2,171,1252
|
|
10. |
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨
|
|
11. |
|
Percent of Class Represented by
Amount in Row (9)
9.99%3
|
|
12. |
|
Type of Reporting Person (See
Instructions)
OO
|
|
|
|
|
|
|
|
|
|
|
|
1 |
Venrock Healthcare Capital Partners II, L.P.,
VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital
Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock
Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP
Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong
Koh are members of a group for the purposes of this Schedule
13G/A. |
|
2 |
Consists of (i) 570,789 shares held by Venrock
Healthcare Capital Partners III, L.P.; (ii) 57,101 shares held by
VHCP Co-Investment Holdings III, LLC; and (iii) 1,543,235 shares
held by Venrock Healthcare Capital Partners EG, L.P. The share
numbers in the preceding sentence represent the maximum number of
shares of common stock that may be held by the Reporting Persons as
a result of the beneficial ownership provision described in the
following sentence. Under the terms of the Securities Purchase
Agreement dated May 15, 2022, the number of shares of common stock
purchased by the Reporting Persons at the closing shall not, when
aggregated with all other shares of common stock owned by such
Reporting Persons at such time, result in such Reporting Persons
beneficially owning (as determined in accordance with Section 13(d)
of the Exchange Act) in excess of 9.99% of the Common Stock issued
and outstanding immediately prior to the closing. Without giving
effect to this beneficial ownership limitation, the Reporting
Persons would beneficially own approximately 23.7% of the Issuer’s
common stock. |
|
3 |
This percentage is calculated based upon (i)
21,667,250 shares outstanding as of December 9, 2022, as reported
in the Issuer’s Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on December 30, 2022, plus (ii)
the 65,739 shares described in Footnote 2 above. |
|
CUSIP No.
15102K100 |
Page 10 of 14 |
|
|
|
|
|
|
|
|
1. |
|
Name of Reporting Persons
Shah, Nimish
|
|
2. |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x1 (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
|
|
6. |
|
Shared Voting Power
2,171,1252
|
|
7. |
|
Sole Dispositive Power
0
|
|
8. |
|
Shared Dispositive Power
2,171,1252
|
|
9. |
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
2,171,1252
|
|
10. |
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨
|
|
11. |
|
Percent of Class Represented by
Amount in Row (9)
9.99%3
|
|
12. |
|
Type of Reporting Person (See
Instructions)
IN
|
|
1 |
Venrock Healthcare Capital Partners II, L.P.,
VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital
Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock
Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP
Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong
Koh are members of a group for the purposes of this Schedule
13G/A. |
|
2 |
Consists of (i) 570,789 shares held by Venrock
Healthcare Capital Partners III, L.P.; (ii) 57,101 shares held by
VHCP Co-Investment Holdings III, LLC; and (iii) 1,543,235 shares
held by Venrock Healthcare Capital Partners EG, L.P. The share
numbers in the preceding sentence represent the maximum number of
shares of common stock that may be held by the Reporting Persons as
a result of the beneficial ownership provision described in the
following sentence. Under the terms of the Securities Purchase
Agreement dated May 15, 2022, the number of shares of common stock
purchased by the Reporting Persons at the closing shall not, when
aggregated with all other shares of common stock owned by such
Reporting Persons at such time, result in such Reporting Persons
beneficially owning (as determined in accordance with Section 13(d)
of the Exchange Act) in excess of 9.99% of the Common Stock issued
and outstanding immediately prior to the closing. Without giving
effect to this beneficial ownership limitation, the Reporting
Persons would beneficially own approximately 23.7% of the Issuer’s
common stock. |
|
3 |
This percentage is calculated based upon (i)
21,667,250 shares outstanding as of December 9, 2022, as reported
in the Issuer’s Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on December 30, 2022, plus (ii)
the 65,739 shares described in Footnote 2 above. |
|
CUSIP No.
15102K100 |
Page 11 of 14 |
|
|
|
|
|
|
|
|
1. |
|
Name of Reporting Persons
Koh, Bong
|
|
2. |
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x1 (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
|
|
6. |
|
Shared Voting Power
2,171,1252
|
|
7. |
|
Sole Dispositive Power
0
|
|
8. |
|
Shared Dispositive Power
2,171,1252
|
|
9. |
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
2,171,1252
|
|
10. |
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨
|
|
11. |
|
Percent of Class Represented by
Amount in Row (9)
9.99%3
|
|
12. |
|
Type of Reporting Person (See
Instructions)
IN
|
|
1 |
Venrock Healthcare Capital Partners II, L.P.,
VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital
Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock
Healthcare Capital Partners EG, L.P., VHCP Management II, LLC, VHCP
Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong
Koh are members of a group for the purposes of this Schedule
13G/A. |
|
2 |
Consists of (i) 570,789 shares held by Venrock
Healthcare Capital Partners III, L.P.; (ii) 57,101 shares held by
VHCP Co-Investment Holdings III, LLC; and (iii) 1,543,235 shares
held by Venrock Healthcare Capital Partners EG, L.P. The share
numbers in the preceding sentence represent the maximum number of
shares of common stock that may be held by the Reporting Persons as
a result of the beneficial ownership provision described in the
following sentence. Under the terms of the Securities Purchase
Agreement dated May 15, 2022, the number of shares of common stock
purchased by the Reporting Persons at the closing shall not, when
aggregated with all other shares of common stock owned by such
Reporting Persons at such time, result in such Reporting Persons
beneficially owning (as determined in accordance with Section 13(d)
of the Exchange Act) in excess of 9.99% of the Common Stock issued
and outstanding immediately prior to the closing. Without giving
effect to this beneficial ownership limitation, the Reporting
Persons would beneficially own approximately 23.7% of the Issuer’s
common stock. |
|
3 |
This percentage is calculated based upon (i)
21,667,250 shares outstanding as of December 9, 2022, as reported
in the Issuer’s Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on December 30, 2022, plus (ii)
the 65,739 shares described in Footnote 2 above. |
|
CUSIP No.
15102K100 |
Page 12 of 14 |
Introductory Note: This Schedule
13G/A is filed on behalf of Venrock Healthcare Capital Partners II,
L.P., a limited partnership organized under the laws of the State
of Delaware (“VHCP II LP”), VHCP Co-Investment Holdings II, LLC, a
limited liability company organized under the laws of the State of
Delaware (“VHCP Co-Investment II”), Venrock Healthcare Capital
Partners III, L.P., a limited partnership organized under the laws
of the State of Delaware (“VHCP III LP”), VHCP Co-Investment
Holdings III, LLC, a limited liability company organized under the
laws of the State of Delaware (“VHCP Co-Investment III”), Venrock
Healthcare Capital Partners EG, L.P., a limited partnership
organized under the laws of the State of Delaware (“VHCP EG”), VHCP
Management II, LLC, a limited liability company organized under the
laws of the State of Delaware (“VHCP Management II”), VHCP
Management III, LLC, a limited liability company organized under
the laws of the State of Delaware (“VHCP Management III”), VHCP
Management EG, LLC, a limited liability company organized under the
laws of the State of Delaware (“VHCP Management EG” and
collectively with VHCP II LP, VHCP Co-Investment II, VHCP III LP,
VHCP Co-Investment III, VHCP EG, VHCP Management II and VHCP
Management III, the “Venrock Entities”), Nimish Shah (“Shah”) and
Bong Koh (“Koh”) in respect of Common Stock of Celcuity
Inc.
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 Filing |
Venrock Healthcare Capital Partners
II, L.P.
VHCP Co-Investment Holdings II,
LLC
Venrock Healthcare Capital Partners
III, L.P.
VHCP Co-Investment Holdings III,
LLC
Venrock Healthcare Capital Partners
EG, L.P.
VHCP Management II, LLC
VHCP Management III, LLC
VHCP Management EG, LLC
Nimish Shah
Bong Koh
|
|
(b) |
Address of Principal Business Office
or, if none, Residence |
|
|
New York Office: |
Palo Alto Office: |
|
|
|
|
|
|
7 Bryant Park |
3340 Hillview Avenue |
|
|
23rd Floor |
Palo Alto, CA 94304 |
|
|
New York, NY 10018 |
|
All of the Venrock Entities were
organized in Delaware. The individuals are both United States
citizens.
|
|
(d) |
Title of Class of
Securities |
Common Stock, par value $0.001 per
share
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: |
Not applicable
|
|
(a) |
Amount Beneficially Owned as of
December 31, 2022: |
|
Venrock Healthcare Capital Partners
II, L.P. |
|
0 |
|
|
VHCP Co-Investment Holdings II,
LLC |
|
0 |
|
|
Venrock Healthcare Capital Partners
III, L.P. |
|
2,171,125 |
(1) |
|
VHCP Co-Investment Holdings III,
LLC |
|
2,171,125 |
(1) |
|
Venrock Healthcare Capital Partners
EG, L.P. |
|
2,171,125 |
(1) |
|
VHCP Management II, LLC |
|
0 |
|
|
VHCP Management III, LLC |
|
2,171,125 |
(1) |
|
VHCP Management EG, LLC |
|
2,171,125 |
(1) |
|
Nimish Shah |
|
2,171,125 |
(1) |
|
Bong Koh |
|
2,171,125 |
(1) |
|
|
(b) |
Percent of Class as of December 31,
2022: |
|
Venrock Healthcare Capital Partners
II, L.P. |
|
0.00 |
% |
|
VHCP Co-Investment Holdings II,
LLC |
|
0.00 |
% |
|
Venrock Healthcare Capital Partners
III, L.P. |
|
9.99 |
% |
|
VHCP Co-Investment Holdings III,
LLC |
|
9.99 |
% |
|
Venrock Healthcare Capital Partners
EG, L.P. |
|
9.99 |
% |
|
VHCP Management II, LLC |
|
0.00 |
% |
|
VHCP Management III, LLC |
|
9.99 |
% |
|
VHCP Management EG, LLC |
|
9.99 |
% |
|
Nimish Shah |
|
9.99 |
% |
|
Bong Koh |
|
9.99 |
% |
|
|
(c) |
Number of shares as to which the
person has, as of December 31, 2022: |
|
|
(i) |
Sole power to vote or to direct the
vote |
|
Venrock Healthcare Capital Partners
II, L.P. |
|
0 |
|
|
VHCP Co-Investment Holdings II,
LLC |
|
0 |
|
|
Venrock Healthcare Capital Partners
III, L.P. |
|
0 |
|
|
VHCP Co-Investment Holdings III,
LLC |
|
0 |
|
|
Venrock Healthcare Capital Partners
EG, L.P. |
|
0 |
|
|
VHCP Management II, LLC |
|
0 |
|
|
VHCP Management III, LLC |
|
0 |
|
|
VHCP Management EG, LLC |
|
0 |
|
|
Nimish Shah |
|
0 |
|
|
Bong Koh |
|
0 |
|
|
|
(ii) |
Shared power to vote or to direct the
vote |
|
Venrock Healthcare Capital Partners
II, L.P. |
|
0 |
|
|
VHCP Co-Investment Holdings II,
LLC |
|
0 |
|
|
Venrock Healthcare Capital Partners
III, L.P. |
|
2,171,125 |
(1) |
|
VHCP Co-Investment Holdings III,
LLC |
|
2,171,125 |
(1) |
|
Venrock Healthcare Capital Partners
EG, L.P. |
|
2,171,125 |
(1) |
|
VHCP Management II, LLC |
|
0 |
|
|
VHCP Management III, LLC |
|
2,171,125 |
(1) |
|
VHCP Management EG, LLC |
|
2,171,125 |
(1) |
|
Nimish Shah |
|
2,171,125 |
(1) |
|
Bong Koh |
|
2,171,125 |
(1) |
|
|
(iii) |
Sole power to dispose or to direct
the disposition of |
|
Venrock Healthcare Capital Partners
II, L.P. |
|
0 |
|
|
VHCP Co-Investment Holdings II,
LLC |
|
0 |
|
|
Venrock Healthcare Capital Partners
III, L.P. |
|
0 |
|
|
VHCP Co-Investment Holdings III,
LLC |
|
0 |
|
|
Venrock Healthcare Capital Partners
EG, L.P. |
|
0 |
|
|
VHCP Management II, LLC |
|
0 |
|
|
VHCP Management III, LLC |
|
0 |
|
|
VHCP Management EG, LLC |
|
0 |
|
|
Nimish Shah |
|
0 |
|
|
Bong Koh |
|
0 |
|
|
|
(iv) |
Shared power to dispose or to direct
the disposition of |
|
Venrock Healthcare Capital Partners
II, L.P. |
|
0 |
|
|
VHCP Co-Investment Holdings II,
LLC |
|
0 |
|
|
Venrock Healthcare Capital Partners
III, L.P. |
|
2,171,125 |
(1) |
|
VHCP Co-Investment Holdings III,
LLC |
|
2,171,125 |
(1) |
|
Venrock Healthcare Capital Partners
EG, L.P. |
|
2,171,125 |
(1) |
|
VHCP Management II, LLC |
|
0 |
|
|
VHCP Management III, LLC |
|
2,171,125 |
(1) |
|
VHCP Management EG, LLC |
|
2,171,125 |
(1) |
|
Nimish Shah |
|
2,171,125 |
(1) |
|
Bong Koh |
|
2,171,125 |
(1) |
|
1 |
Consists of (i) 570,789 shares held by Venrock
Healthcare Capital Partners III, L.P.; (ii) 57,101 shares held by
VHCP Co-Investment Holdings III, LLC; and (iii) 1,543,235 shares
held by Venrock Healthcare Capital Partners EG, L.P. The share
numbers in the preceding sentence represent the maximum number of
shares of common stock that may be held by the Reporting Persons as
a result of the beneficial ownership provision described in the
following sentence. Under the terms of the Securities Purchase
Agreement dated May 15, 2022, the number of shares of common stock
purchased by the Reporting Persons at the closing shall not, when
aggregated with all other shares of common stock owned by such
Reporting Persons at such time, result in such Reporting Persons
beneficially owning (as determined in accordance with Section 13(d)
of the Exchange Act) in excess of 9.99% of the Common Stock issued
and outstanding immediately prior to the closing. Without giving
effect to this beneficial ownership limitation, the Reporting
Persons would beneficially own approximately 23.7% of the Issuer’s
common stock. |
VHCP Management III, LLC is the
general partner of Venrock Healthcare Capital Partners III, L.P.
and the manager of VHCP Co-Investment Holdings III, LLC. VHCP
Management EG, LLC is the general partner of Venrock Healthcare
Capital Partners EG, L.P. Messrs. Shah and Koh are the voting
members of VHCP Management III, LLC and VHCP Management EG,
LLC.
|
Item 5. |
Ownership of Five Percent or Less
of a Class |
If this statement is being filed to
report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the
class of securities, check the following ¨.
|
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 or Control Person. |
Not Applicable
|
Item 8. |
Identification and Classification
of Members of the Group |
Not Applicable
|
Item 9. |
Notice of Dissolution of a
Group |
Not Applicable
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.
|
CUSIP No.
15102K100 |
Page 13 of 14 |
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.
Dated: February 14, 2023
| Venrock Healthcare Capital Partners II,
L.P. |
|
Venrock Healthcare Capital Partners III,
L.P. |
| |
|
|
|
|
| By: |
VHCP Management II, LLC |
|
By: |
VHCP Management III, LLC |
| Its: |
General Partner |
|
Its: |
General Partner |
| |
|
|
|
|
| By: |
/s/ David L. Stepp |
|
By: |
/s/ David L. Stepp |
| |
Name: |
David L. Stepp |
|
|
Name: |
David L. Stepp |
| |
Its: |
Authorized Signatory |
|
|
Its: |
Authorized Signatory |
| |
|
|
| VHCP Co-Investment Holdings II,
LLC |
|
VHCP Co-Investment Holdings III,
LLC |
| |
|
|
|
|
| By: |
VHCP Management II, LLC |
|
By: |
VHCP Management III, LLC |
| Its: |
Manager |
|
Its: |
Manager |
| |
|
|
|
|
| By: |
/s/ David L. Stepp |
|
By: |
/s/ David L. Stepp |
| |
Name: |
David L.
Stepp |
|
|
Name: |
David L.
Stepp |
| |
Its: |
Authorized Signatory |
|
|
Its: |
Authorized Signatory |
| |
|
|
| VHCP Management II, LLC |
|
VHCP Management III, LLC |
| |
|
|
|
|
| By: |
/s/ David L. Stepp |
|
By: |
/s/ David L. Stepp |
| |
Name: |
David L.
Stepp |
|
|
Name: |
David L.
Stepp |
| |
Its: |
Authorized Signatory |
|
|
Its: |
Authorized Signatory |
| |
|
|
| Venrock Healthcare Capital Partners EG,
L.P. |
|
VHCP Management EG, LLC |
| |
|
|
| By: |
VHCP Management EG, LLC |
|
/s/ David L. Stepp |
| Its: |
General Partner |
|
Name: |
David L. Stepp |
| |
|
Its: |
Authorized Signatory |
|
/s/ David L. Stepp |
|
|
| Name: |
David L. Stepp |
|
|
| Its: |
Authorized Signatory |
|
|
| |
|
|
|
|
Bong Koh |
|
|
| |
|
|
|
|
|
/s/ David L. Stepp |
|
|
|
David L. Stepp,
Attorney-in-fact |
|
|
| |
|
|
|
|
|
Nimish Shah |
|
|
|
|
|
|
|
/s/ David L. Stepp |
|
|
| David L. Stepp, Attorney-in-fact |
|
|
|
CUSIP No.
15102K100 |
Page 14 of 14 |
EXHIBITS
|
A: |
Joint
Filing Agreement (incorporated by reference to Exhibit A to
Schedule 13G filed on May 25, 2022) |
|
B: |
Power of
Attorney for Nimish Shah (incorporated by reference to Exhibit B to
Schedule 13G filed on May 25, 2022) |
|
C: |
Power of
Attorney for Bong Koh (incorporated by reference to Exhibit B to
Schedule 13G filed on May 25, 2022) |
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