SCHEDULE: Celcuity Ownership Shift: NEA Funds Reduce Stake

New Enterprise Associates (NEA) affiliated entities and individuals have reduced their beneficial ownership in Celcuity Inc. to 8.1% due to increased outstanding shares and recent sales.

Summary

• This Amendment No. 2 to Schedule 13D updates the beneficial ownership of Celcuity Inc. Common Stock by Growth Equity Opportunities 18 VGE, LLC (GEO) and its affiliated entities and individuals.
• Beneficial ownership by the reporting persons has decreased by more than 1%, primarily due to an increase in the total number of Celcuity Inc. Common Stock outstanding.
• As of August 18, 2025, the reporting persons collectively beneficially own 3,535,561 shares, which represents 8.1% of the class.
• This percentage is calculated based on 43,818,011 total outstanding shares, including 42,426,711 shares reported by Celcuity Inc. as of August 7, 2025, and shares from the GEO Preferred Warrant.
• Growth Equity Opportunities 18 VGE, LLC (GEO) directly holds 2,144,261 shares of Common Stock and has the right to acquire an additional 1,391,300 shares upon the exercise of the GEO Preferred Warrant and conversion of Series A Convertible Preferred Stock.
• On June 25, 2025, GEO converted 104,426 GEO Preferred Shares into Common Stock, and as of August 18, 2025, GEO no longer holds any GEO Preferred Shares.
• Between July 10, 2025, and July 25, 2025, GEO completed open market sales totaling 150,000 shares of Common Stock, with weighted average prices ranging from $13.5892 to $14.0534 per share.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the reduction in beneficial ownership by a significant institutional investor group, partly caused by dilution from increased outstanding shares, and active open market sales by the reporting entity. This suggests a partial exit or reduced conviction from a major holder.

Negatives

• Beneficial ownership by a significant institutional investor group (NEA affiliates) decreased by more than 1%, indicating a reduced stake.
• The decrease in percentage ownership is partly attributed to an increase in the total number of Common Stock outstanding, suggesting dilution for existing shareholders.
• Growth Equity Opportunities 18 VGE, LLC (GEO) conducted open market sales of 150,000 shares of Common Stock, which can exert downward pressure on the stock price.
• Liza Landsman and Peter W. Sonsini ceased to be managers of NEA 18 VGE LLC, resulting in their beneficial ownership dropping below 5%.

Risks

• Reporting persons may dispose of additional shares of Celcuity Inc. Common Stock depending on market conditions and other factors, potentially leading to further selling pressure.
• Dilution of existing shareholder value due to an increase in the number of outstanding common shares.

Future Outlook

Reporting persons may dispose of additional shares of Celcuity Inc. depending on market conditions and other factors.

Industry Context

This filing reflects a routine adjustment in institutional ownership, common as investment funds manage their portfolios. The reduction in stake by NEA-affiliated entities, a prominent venture capital firm, could signal a shift in their investment strategy or a partial exit from their position in Celcuity Inc. The increase in outstanding shares, which contributed to the percentage decrease, suggests potential past capital-raising activities by Celcuity Inc. that diluted existing ownership.

Management Changes

Stakeholder Impact

• Shareholders: Potential negative impact due to dilution from increased outstanding shares and selling pressure from a major institutional investor reducing its stake.
• Management: May face questions regarding the increase in outstanding shares and the reasons for the institutional investor's reduced stake.

Next Steps

• Reporting persons may dispose of additional shares of Celcuity Inc. Common Stock depending on market conditions and other factors.

Key Dates

Recommendation

The filing indicates a significant institutional investor group (NEA affiliates) has reduced its stake in Celcuity Inc., partly due to dilution from an increase in outstanding shares and partly through open market sales. While a reduction in institutional ownership and dilution are generally negative signals, the filing does not provide enough information about Celcuity Inc.'s underlying business performance or future prospects to warrant a 'sell' recommendation. The current situation suggests a 'hold' as investors should monitor future filings for more comprehensive financial results and strategic updates from Celcuity Inc. itself, and observe if the selling pressure from this group continues.

Keywords

Celcuity Inc., CELC, Schedule 13D, Beneficial Ownership, NEA, Growth Equity Opportunities, Stock Sales, Dilution, SEC Filing, Institutional Investor