Celcuity Inc. — Major Shareholding Notification 2024

Feb 7, 2024

SC 13G/A 1 formsc13ga.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Celcuity Inc.

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(Name of Issuer)

Common Stock

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(Title of Class of Securities)

15102K100

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(CUSIP Number)

December 31, 2023

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(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 on 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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SCHEDULE 13G

CUSIP No. 15102K100

| 1 | NAMES
OF REPORTING PERSONS Brian
F. Sullivan |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)* (a) ☐ (b)
☐ |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION USA |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 2,693,665 |
| --- | --- |
| 6 | SHARED
VOTING POWER 955,000 |
| 7 | SOLE
DISPOSITIVE POWER 2,693,665 |
| 8 | SHARED
DISPOSITIVE POWER 955,000 |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,648,665 (1) |
| --- | --- |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.0% (2) |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN |

| (1) | Includes
options to acquire 527,674 shares of common stock that have vested or will vest within 60 days of December 31, 2023 and a warrant to
purchase 104,340 shares of common stock. |
| --- | --- |
| (2) | Calculated
based on 25,506,012 shares of Common Stock issued and outstanding as of December 31, 2023. |

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Item 1(a) Name of Issuer :

Celcuity Inc.

Item 1(b) Address of Issuer’s Principal Executive Offices :

16305 36 th Avenue North

Suite 100

Minneapolis, MN 55446

| Item
2(a) | Name
of Person Filing : |
| --- | --- |
| | Brian
F. Sullivan |
| Item 2(b) | Address
of Principal Business Office or, if None, Residence: |
| | 16305
36 th Avenue North Suite
100 Minneapolis,
MN 55446 |
| Item 2(c) | Citizenship: |
| | USA |

Item 2(d) Title of Class of Securities:

Common Stock

Item 2(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:

| (a) | ☐ | Broker
or dealer registered under Section 15 of the Act. |
| --- | --- | --- |
| (b) | ☐ | Bank
as defined in Section 3(a)(6) of the Act. |
| (c) | ☐ | Insurance
company as defined in Section 3(a)(19) of the Act. |
| (d) | ☐ | Investment
company registered under Section 8 of the Investment Company Act of 1940. |
| (e) | ☐ | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). |
| (f) | ☐ | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F). |
| (g) | ☐ | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). |
| (h) | ☐ | A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | ☐ | A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. |
| (j) | ☐ | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group,
in accordance with § 240.13d-1(b)(1)(ii)(K). |

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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4 Ownership

| | See
Cover Page, Items 5 through 11. |
| --- | --- |
| | Includes
(a) 1,830,318 shares of Common Stock held directly by Mr. Sullivan, including 632,022 shares of Common Stock of which Mr. Sullivan
has the right to acquire beneficial ownership within 60 days of December 31, 2023; (b) 863,347 shares of Common Stock held through
a trust of which Mr. Sullivan has sole voting and dispositive power and (c) 955,000 shares of Common Stock held by Mr. Sullivan’s
spouse of which he has shared voting and dispositive power. |
| 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: |
| | Not
applicable. |
| Item
8 | Identification
and Classification of Members of the Group: |
| | Not
applicable. |
| Item
9 | Notice
of Dissolution of Group: |
| | Not
applicable. |
| Item
10 | Certifications: |
| | Not
applicable. |

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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 7, 2024

| /s/
Brian F. Sullivan |
| --- |
| Brian
F. Sullivan |

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