Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 4:11PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Celcuity
Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(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:
☐
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).
| CUSIP
No. 15102K100 |
SCHEDULE
13G |
|
| 1 |
NAME
OF REPORTING PERSONS
Commodore
Capital LP |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
|
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
2,257,412* |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
2,257,412* |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,257,412* |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%* |
| 12 |
TYPE
OF REPORTING PERSON
IA |
*See
Item 4 for additional information.
| CUSIP
No. 15102K100 |
SCHEDULE
13G |
|
| 1 |
NAME
OF REPORTING PERSONS
Commodore
Capital Master LP |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
|
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
2,257,412* |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
2,257,412* |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,257,412* |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%* |
| 12 |
TYPE
OF REPORTING PERSON
OO |
*See
Item 4 for additional information.
| CUSIP
No. 15102K100 |
SCHEDULE
13G |
|
| Item
1. |
(a)
Name of Issuer |
Celcuity Inc. (the “Issuer”)
| Item
1. |
(b)
Address of Issuer’s Principal Executive Offices |
16305
36th Avenue North, Suite 100, Minneapolis, Minnesota 55446
| Item
2. |
(a,
b, c) Names of Person Filing, Address of Principal Business Office, Citizenship: |
| |
|
| |
This
report on Schedule 13G is being filed by Commodore Capital LP, a Delaware limited partnership (the “Firm”) and Commodore
Capital Master LP, a Cayman Islands exempted limited partnership (“Commodore Master”). The address for the Firm and Commodore
Master is: 444 Madison Avenue, Floor 35, New York, New York 10022. |
| Item
2. |
(d)
Title of Class of Securities |
Common
Stock, $0.001 par value per share (the “Common Stock”)
15102K100
| Item
3. |
If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is a: |
N/A
| CUSIP
No. 15102K100 |
SCHEDULE
13G |
|
As
reported in the cover pages to this report, the ownership information with respect to the Firm is as follows:
(a)
Amount Beneficially Owned: 2,257,412*
(b)
Percent of Class: 9.9%*
(c)
Number of Shares as to which such person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 2,257,412*
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 2,257,412*
| |
As
reported in the cover pages to this report, the ownership information with respect to Commodore Master is as follows: |
(a)
Amount Beneficially Owned: 2,257,412*
(b)
Percent of Class: 9.9%*
(c)
Number of Shares as to which such person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 2,257,412*
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 2,257,412*
*The
Firm is the investment manager to Commodore Master. As of December 31, 2022, the Firm may be deemed to beneficially own an aggregate
of 2,257,412 shares of Common Stock of the Issuer consisting of (i) 1,327,952 shares of Common Stock, (ii) 695,650 shares of Common
Stock underlying a warrant, subject to a beneficial ownership limitation of 9.99%, and (iii) 233,810 shares of Common Stock underlying
Series A Convertible Preferred Stock, subject to a beneficial ownership limitation of 9.99% (the “Preferred Shares”).
The foregoing excludes 1,055,320 shares of Common Stock underlying the Preferred Shares because the Preferred Shares contain a
blocker provision under which the holder thereof does not have the right to convert the Preferred Shares to the extent that such conversion
would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting
as a group together with the holder or any of the holder’s affiliates, of more than 9.99% of the Common Stock. The Firm, as the
investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson
are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are
based on 21,667,250 shares of Common Stock reported as issued and outstanding in the Issuer’s Registration Statement on Form S-3
filed with the Securities and Exchange Commission on December 30, 2022.
| 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.
| CUSIP
No. 15102K100 |
SCHEDULE
13G |
|
| 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 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. |
Exhibit
Index
| CUSIP
No. 15102K100 |
SCHEDULE
13G |
|
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
| Commodore
Capital LP |
|
| |
|
|
| By:
|
/s/
Michael Kramarz |
|
| Michael
Kramarz, Managing Partner |
|
| |
|
|
| Commodore
Capital Master LP |
|
| |
|
|
| By:
|
/s/
Michael Kramarz |
|
| Michael
Kramarz, Authorized Signatory |
|
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