Celcuity Inc. - Major Shareholding Notification 2023

SC 13G/A 1 tm236635d4_sc13ga.htm SC 13G/A

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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:

¨ Rule 13d-1(b)

x 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).

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CUSIP No. 15102K100 Page 2 of 14

1.	Name of reporting persons Venrock Healthcare Capital Partners II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x 1 (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) 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.

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CUSIP No. 15102K100 Page 3 of 14

| 1. | Name
of reporting persons VHCP
Co-Investment Holdings II, LLC | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) (a) x 1 (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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CUSIP No. 15102K100 Page 4 of 14

| 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) x 1 (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 2,171,125 2 |
| | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared
Dispositive Power 2,171,125 2 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,171,125 2 | |
| 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. |

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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) x 1 (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 2,171,125 2 |
| | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared
Dispositive Power 2,171,125 2 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,171,125 2 | |
| 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 | |

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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) x 1 (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 2,171,125 2 |
| | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared
Dispositive Power 2,171,125 2 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,171,125 2 | |
| 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 | |

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CUSIP No. 15102K100 Page 7 of 14

1.	Name of reporting persons VHCP Management II, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x 1 (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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CUSIP No. 15102K100 Page 8 of 14

1.	Name of reporting persons VHCP Management III, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x 1 (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 2,171,125 2
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 2,171,125 2
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,171,125 2
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

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CUSIP No. 15102K100 Page 9 of 14

| 1. | Name
of reporting persons VHCP
Management EG, LLC | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) (a) x 1 (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 2,171,125 2 |
| | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared
Dispositive Power 2,171,125 2 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,171,125 2 | |
| 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 | |

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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) x 1 (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 2,171,125 2 |
| | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared
Dispositive Power 2,171,125 2 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,171,125 2 | |
| 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 | |

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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) x 1 (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 2,171,125 2 |
| | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared
Dispositive Power 2,171,125 2 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 2,171,125 2 | |
| 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 | |

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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.

(a) Name of Issuer

Celcuity Inc.

(b) Address of Issuer’s Principal Executive Offices

16305 36 th 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.

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(d) Title of Class of Securities

Common Stock, par value $0.001 per share

(e) CUSIP Number

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

ITEM 4. Ownership

(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 % |

(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 |

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(ii) Shared power to vote or to direct the vote

(iii) Sole power to dispose or to direct the disposition of

(iv) Shared power to dispose or to direct the disposition of

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.

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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

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, other than activities solely in connection with a nomination under § 240.14a-11.

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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. — 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

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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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Celcuity Inc. Major Shareholding Notification 2023

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Celcuity Inc. — Major Shareholding Notification 2023

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