SCHEDULE: Baker Bros. Advisors Boosts Celcuity Inc. Stake to 18.9% Following Recent Offerings and Open Market Buys

Baker Bros. Advisors and its affiliates have significantly increased their beneficial ownership in Celcuity Inc. to 18.9% through a series of strategic investments including pre-funded warrants, convertible notes, and open market purchases.

Summary

• Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC, Julian C. Baker, and Felix J. Baker (collectively, the "Reporting Persons") beneficially own 7,745,692 shares of Celcuity Inc. Common Stock.
• This represents 18.9% of the outstanding Common Stock, calculated based on 41,086,576 shares outstanding as of August 1, 2025.
• The aggregate purchase price for these securities was approximately $256,821,517, funded by the working capital of their associated funds, 667, L.P. and Baker Brothers Life Sciences, L.P.
• Recent acquisitions include 400,000 pre-funded warrants (2025 $0.001 Prefunded Warrants) purchased on July 31, 2025, at $37.999 per warrant, and $30,750,000 principal amount of 2.75% Convertible Senior Notes due August 1, 2031, purchased on August 1, 2025, at $1,000 per note.
• The Reporting Persons also made open market purchases of Common Stock on July 28 and July 29, 2025, at prices ranging from $31.00 to $47.9747.
• Earlier investments include 5,747,787 pre-funded warrants (2023 $0.001 Prefunded Warrants) purchased in October 2023 at $8.699 per warrant, and 322,500 shares of Common Stock purchased in May 2024 at $15.50 per share.

Sentiment

Score: 8

Explanation: The filing indicates a strong vote of confidence from a major institutional investor, Baker Bros. Advisors, through substantial and diversified investments in Celcuity Inc.'s equity, warrants, and convertible notes. This significant capital commitment, totaling over $250 million, suggests a positive long-term outlook on the company's potential, despite the beneficial ownership limitations on immediate conversion/exercise.

Positives

• Significant investment by a prominent biotech investor (Baker Bros. Advisors) indicates confidence in Celcuity Inc.'s long-term prospects.
• The substantial aggregate purchase price of approximately $256.8 million demonstrates a strong financial commitment.
• Acquisition of convertible notes and pre-funded warrants provides potential for future equity conversion, aligning investor interests with company growth.

Negatives

• Beneficial ownership limitations (currently 4.99%, extendable to 19.99% after 61 days' notice) currently prevent the immediate exercise of pre-funded warrants or conversion of convertible notes, limiting immediate flexibility for the Reporting Persons.
• The filing does not provide specific operational or financial performance updates for Celcuity Inc., focusing solely on the investor's position.

Risks

• The ability to exercise pre-funded warrants and convert convertible notes is subject to beneficial ownership limitations (currently 4.99%, extendable to 19.99% after 61 days' notice), meaning the Funds cannot presently exercise or convert them.
• Future purchases or dispositions of securities by the Reporting Persons will depend on various factors including business prospects, economic conditions, and stock market conditions, introducing uncertainty regarding their future actions.

Future Outlook

The Reporting Persons hold securities for investment purposes and may purchase additional securities or dispose of existing holdings based on their ongoing assessment of factors such as the availability of shares, business prospects of Celcuity Inc., economic conditions, and stock market conditions. They may also discuss items of mutual interest with Celcuity Inc.'s management and other investors, including potential financing strategies.

Industry Context

This filing indicates continued investment by a major biotech-focused investment firm, Baker Bros. Advisors, in Celcuity Inc., a company likely operating within the biotechnology or pharmaceutical sector. Such significant stakes by specialized investors often signal confidence in the company's long-term potential within its industry, particularly given the capital-intensive nature of biotech R&D.

Comparison to Industry Standards

• Baker Bros. Advisors is a well-known institutional investor in the biotechnology sector, often taking significant stakes in companies with promising drug pipelines or diagnostic technologies. Their substantial 18.9% stake in Celcuity Inc. is consistent with their strategy of concentrated investments in companies they believe have strong growth potential, similar to their historical investments in companies like Incyte Corporation or Seattle Genetics (now Seagen).
• The use of pre-funded warrants and convertible notes is a common financing strategy in the biotech industry, allowing companies to raise capital while providing investors with potential upside and some downside protection. The beneficial ownership limitations are standard provisions in such instruments to manage dilution and regulatory thresholds.
• The aggregate investment of approximately $256.8 million is a significant capital deployment, comparable to major funding rounds or strategic investments seen in emerging biotech firms, indicating a strong belief in Celcuity Inc.'s valuation and future prospects relative to its peers.

Stakeholder Impact

• Shareholders: The significant investment by Baker Bros. Advisors could be viewed positively, potentially signaling institutional confidence and stability. However, the existence of unexercised warrants and unconvertible notes, subject to beneficial ownership limitations, represents potential future dilution if and when these instruments are converted.
• Company (Celcuity Inc.): The capital raised through the public offering and the investment by Baker Bros. provides Celcuity Inc. with substantial funding for its operations and strategic initiatives.

Next Steps

• Reporting Persons may purchase additional securities or dispose of existing holdings in Celcuity Inc.
• Reporting Persons may discuss items of mutual interest with Celcuity Inc.'s management and other investors.
• Reporting Persons may assess whether to make suggestions to Celcuity Inc.'s management regarding financing.
• The Funds may provide written notice to Celcuity Inc. to increase their beneficial ownership limitation on pre-funded warrants and convertible notes from 4.99% to up to 19.99%, which would become effective 61 days after such notice.

Key Dates

Recommendation

The substantial and diversified investment by Baker Bros. Advisors, a highly respected institutional investor specializing in biotechnology, signals strong confidence in Celcuity Inc.'s long-term prospects. Their aggregate investment of over $250 million across common stock, pre-funded warrants, and convertible notes demonstrates a deep commitment. While beneficial ownership limitations exist, the ability to increase these limits in the future provides flexibility. This significant institutional backing, coupled with the company's successful capital raise, positions Celcuity Inc. favorably for future growth and development, making it an attractive 'strong buy' for seasoned investors.

Keywords

Celcuity Inc., Baker Bros. Advisors, Schedule 13D, Beneficial Ownership, Common Stock, Pre-funded Warrants, Convertible Notes, Investment, Biotechnology, SEC Filing, Institutional Investor, Equity Stake