CELC.NASDAQCelcuity INC

SCHEDULE: Soleus Entities Update Celcuity Stake to 3.9%

Sentiment:

Beneficial Ownership Report


Soleus Capital Management and related entities, including Guy Levy, report a combined beneficial ownership of 3.9% of Celcuity Inc. common stock.

Summary

  • Soleus Capital Management, L.P. and Soleus GP, LLC beneficially own an aggregate of 1,806,874 shares of Celcuity Inc. common stock, representing 3.9% of the class.
  • Guy Levy, as the sole managing member of key Soleus entities, beneficially owns 1,808,258 shares, also representing 3.9% of the class, which includes 1,384 shares with sole voting and dispositive power.
  • Soleus Capital Master Fund, L.P., along with its general partner Soleus Capital, LLC and managing member Soleus Capital Group, LLC, beneficially owns 1,664,756 shares, accounting for 3.6% of the class.
  • Soleus Private Equity Fund II, L.P., Soleus Private Equity GP II, LLC, and Soleus PE GP II, LLC each beneficially own 142,118 shares, representing 0.3% of the class.
  • The percentages are calculated based on 46,271,259 shares of Celcuity Inc. common stock outstanding as of November 6, 2025, as reported in the Issuer's Form 10-Q filed on November 13, 2025.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, primarily providing an update on institutional ownership without indicating any significant change in investment thesis or company performance.

Positives

  • The continued presence of institutional investors like Soleus Capital Management and its affiliates indicates ongoing interest in Celcuity Inc.'s equity.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding Celcuity Inc.'s future performance or operations.

Industry Context

StockSavvy.ai notes that Schedule 13G filings provide transparency into significant passive institutional ownership, which can signal long-term interest in a company. The aggregation of ownership across multiple Soleus entities and Guy Levy indicates a coordinated investment strategy by a single investment group.

Comparison to Industry Standards

  • The reported beneficial ownership of 3.9% by Soleus Capital Management and its affiliates is below the 5% threshold that typically triggers a more active Schedule 13D filing, indicating a passive investment intent rather than an intent to influence or control the issuer.

Stakeholder Impact

  • Shareholders gain transparency into the ownership structure of Celcuity Inc., confirming the continued, albeit passive, stake held by Soleus Capital Management and its affiliates.
  • The presence of institutional investors can contribute to market liquidity and potentially provide a degree of stability to the shareholder base.

Key Dates

DateDescription
11/06/2025Date as of which 46,271,259 shares of Celcuity Inc. common stock were outstanding, used for percentage calculation.
11/13/2025Date Celcuity Inc.'s Quarterly Report on Form 10-Q was filed with the SEC.
12/31/2025Date of the event which required the filing of this Schedule 13G statement.
02/12/2026Date the Schedule 13G Amendment No. 5 was signed and filed.

Recommendation

hold

This Schedule 13G filing is a routine disclosure of beneficial ownership by institutional investors. It does not contain new information regarding the company's operations, financial performance, or strategic direction that would warrant a change in investment recommendation. The reported ownership stake by Soleus Capital Management and its affiliates remains below the 5% threshold, suggesting a passive investment. Investors should continue to hold based on their existing analysis of Celcuity Inc.'s fundamentals.

Keywords

Celcuity Inc., Soleus Capital Management, Beneficial Ownership, Schedule 13G, Institutional Investor, Equity Stake, Common Stock

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