Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 14 2024 - 8:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Celcuity Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
15102K100
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of This
Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
* |
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).
CUSIP No. 15102K100 |
Page 2 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) x1 (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
2,476,9802 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
2,476,9802 |
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,476,9802 |
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
III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., 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) 651,198 shares
held by Venrock Healthcare Capital Partners III, L.P.; (ii) 65,147 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 1,760,635
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 20.8% of the Issuer’s common stock. |
| 3 | This percentage is calculated based upon
(i) 24,203,156 shares outstanding as of November 6, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission on December 13, 2023, plus (ii) the 591,442 shares described in Footnote 2 above. |
CUSIP No. 15102K100 |
Page 3 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)
x1 (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
2,476,9802 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
2,476,9802 |
9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,476,9802 |
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 |
|
|
|
|
|
|
| 1 | Venrock Healthcare Capital Partners
III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., 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) 651,198 shares held
by Venrock Healthcare Capital Partners III, L.P.; (ii) 65,147 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 1,760,635
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 20.8% of the Issuer’s common stock. |
| 3 | This percentage is calculated based upon
(i) 24,203,156 shares outstanding as of November 6, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission on December 13, 2023, plus (ii) the 591,442 shares described in Footnote 2 above. |
CUSIP No. 15102K100 |
Page 4 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)
x1 (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
2,476,9802 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
2,476,9802 |
9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,476,9802 |
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
III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., 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) 651,198 shares held
by Venrock Healthcare Capital Partners III, L.P.; (ii) 65,147 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 1,760,635
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 20.8% of the Issuer’s common stock. |
| 3 | This percentage is calculated based upon
(i) 24,203,156 shares outstanding as of November 6, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission on December 13, 2023, plus (ii) the 591,442 shares described in Footnote 2 above. |
CUSIP No. 15102K100 |
Page 5 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) x1
(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
2,476,9802 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
2,476,9802 |
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,476,9802 |
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 |
|
|
|
|
|
|
| 1 | Venrock Healthcare
Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., 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) 651,198 shares held by Venrock Healthcare Capital
Partners III, L.P.; (ii) 65,147 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 1,760,635 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 20.8% of the Issuer’s common stock. |
| 3 | This percentage is calculated based upon (i) 24,203,156 shares
outstanding as of November 6, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on December 13, 2023, plus (ii) the 591,442 shares described in Footnote 2 above. |
CUSIP No. 15102K100 |
Page 6 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) x1
(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
2,476,9802 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
2,476,9802 |
9. |
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
2,476,9802 |
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 |
|
|
|
|
|
|
| 1 | Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment
Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., 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) 651,198 shares held by Venrock Healthcare Capital
Partners III, L.P.; (ii) 65,147 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 1,760,635 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 20.8% of the Issuer’s common stock. |
| 3 | This percentage is calculated based upon (i) 24,203,156 shares
outstanding as of November 6, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on December 13, 2023, plus (ii) the 591,442 shares described in Footnote 2 above. |
CUSIP No. 15102K100 |
Page 7 of 14 |
|
|
|
|
|
1. |
|
Name of Reporting Persons
Shah, Nimish |
2. |
|
Check the Appropriate Box if
a Member of a Group (See Instructions)
(a) x1
(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
2,476,9802 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
2,476,9802 |
9. |
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
2,476,9802 |
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 |
| 1 | Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment
Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., 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) 651,198 shares held by Venrock Healthcare Capital
Partners III, L.P.; (ii) 65,147 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 1,760,635 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 20.8% of the Issuer’s common stock. |
| 3 | This percentage is calculated based upon (i) 24,203,156 shares
outstanding as of November 6, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on December 13, 2023, plus (ii) the 591,442 shares described in Footnote 2 above. |
CUSIP No. 15102K100 |
Page 8 of 14 |
|
|
|
|
|
1. |
|
Name of Reporting Persons
Koh, Bong |
2. |
|
Check the Appropriate Box if
a Member of a Group (See Instructions)
(a) x1
(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
2,476,9802 |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
2,476,9802 |
9. |
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
2,476,9802 |
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 |
| 1 | Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment
Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., 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) 651,198 shares held by Venrock Healthcare Capital
Partners III, L.P.; (ii) 65,147 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 1,760,635 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 20.8% of the Issuer’s common stock. |
| 3 | This percentage is calculated based upon (i) 24,203,156 shares
outstanding as of November 6, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on December 13, 2023, plus (ii) the 591,442 shares described in Footnote 2 above. |
CUSIP No. 15102K100 |
Page 9 of 14 |
Introductory Note: This Schedule 13G/A is filed on behalf of 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 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 III LP, VHCP Co-Investment III, VHCP EG and VHCP Management III, the “Venrock Entities”),
Nimish Shah (“Shah”) and Bong Koh (“Koh”) in respect of Common Stock of Celcuity Inc.
Item 1.
Celcuity Inc.
|
(b) |
Address of Issuer’s Principal Executive Offices |
16305 36th Avenue North, Suite 100
Minneapolis, Minnesota 55446
Item 2.
|
(a) |
Name of Person Filing |
Venrock Healthcare Capital Partners III, L.P.
VHCP Co-Investment Holdings III, LLC
Venrock Healthcare Capital Partners EG, L.P.
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.
|
(d) |
Title of Class of Securities |
Common Stock, par value $0.001 per share
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
|
(a) |
Amount Beneficially Owned as of December 31, 2023: |
Venrock Healthcare Capital Partners III, L.P. | |
| 2,476,980 | (1) |
VHCP Co-Investment Holdings III, LLC | |
| 2,476,980 | (1) |
Venrock Healthcare Capital Partners EG, L.P. | |
| 2,476,980 | (1) |
VHCP Management III, LLC | |
| 2,476,980 | (1) |
VHCP Management EG, LLC | |
| 2,476,980 | (1) |
Nimish Shah | |
| 2,476,980 | (1) |
Bong Koh | |
| 2,476,980 | (1) |
|
(b) |
Percent of Class as of December 31, 2023: |
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 III, LLC | |
| 9.99 | % |
VHCP Management EG, LLC | |
| 9.99 | % |
Nimish Shah | |
| 9.99 | % |
Bong Koh | |
| 9.99 | % |
|
(c) |
Number of shares as to which the person has, as of December 31, 2023: |
|
(i) |
Sole power to vote or to direct the vote |
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 III, LLC | |
| 0 | |
VHCP Management EG, LLC | |
| 0 | |
Nimish Shah | |
| 0 | |
Bong Koh | |
| 0 | |
|
(ii) |
Shared power to vote or to direct the vote |
|
|
|
|
|
|
|
|
Venrock Healthcare Capital Partners III, L.P. | |
| 2,476,980 | (1) |
VHCP Co-Investment Holdings III, LLC | |
| 2,476,980 | (1) |
Venrock Healthcare Capital Partners EG, L.P. | |
| 2,476,980 | (1) |
VHCP Management III, LLC | |
| 2,476,980 | (1) |
VHCP Management EG, LLC | |
| 2,476,980 | (1) |
Nimish Shah | |
| 2,476,980 | (1) |
Bong Koh | |
| 2,476,980 | (1) |
|
(iii) |
Sole power to dispose or to direct the disposition of |
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 III, LLC | |
| 0 | |
VHCP Management EG, LLC | |
| 0 | |
Nimish Shah | |
| 0 | |
Bong Koh | |
| 0 | |
|
(iv) |
Shared power to dispose or to direct the disposition of |
Venrock Healthcare Capital Partners III, L.P. | |
| 2,476,980 | (1) |
VHCP Co-Investment Holdings III, LLC | |
| 2,476,980 | (1) |
Venrock Healthcare Capital Partners EG, L.P. | |
| 2,476,980 | (1) |
VHCP Management III, LLC | |
| 2,476,980 | (1) |
VHCP Management EG, LLC | |
| 2,476,980 | (1) |
Nimish Shah | |
| 2,476,980 | (1) |
Bong Koh | |
| 2,476,980 | (1) |
| 1 | Consists of (i) 651,198 shares held by Venrock Healthcare Capital
Partners III, L.P.; (ii) 65,147 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 1,760,635 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 20.8% 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.
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
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.
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, 2024
Venrock Healthcare Capital Partners III, L.P. |
|
Venrock Healthcare Capital Partners EG, L.P. |
|
|
|
By: |
VHCP
Management III, LLC |
|
By: |
VHCP Management EG, LLC |
Its: |
General Partner |
|
Its: |
General Partner |
|
|
|
|
|
By: |
/s/ Sherman G. Souther |
|
By: |
/s/ Sherman G. Souther |
|
Name: Sherman G. Souther |
|
|
Name: Sherman G. Souther |
|
Its: Authorized Signatory |
|
|
Its: Authorized Signatory |
VHCP Co-Investment Holdings III, LLC |
|
|
|
|
|
By: VHCP Management III, LLC |
|
|
Its: Manager |
|
|
|
|
|
By: |
/s/ Sherman G. Souther |
|
|
|
Name: Sherman G. Souther |
|
|
|
Its: Authorized Signatory |
|
|
VHCP Management III, LLC |
|
VHCP Management EG, LLC |
|
|
|
By: |
/s/ Sherman G. Souther |
|
By: |
/s/ Sherman G. Souther |
|
Name: Sherman G. Souther |
|
|
Name: Sherman G. Souther |
|
Its: Authorized Signatory |
|
|
Its: Authorized Signatory |
Nimish Shah |
|
|
|
|
|
/s/ Sherman G. Souther |
|
|
Sherman G. Souther, Attorney-in-fact |
|
|
Bong Koh |
|
|
|
|
|
/s/ Sherman G. Souther |
|
|
Sherman G. Souther, Attorney-in-fact |
|
|
CUSIP No. 15102K100 |
Page 14 of 14 |
EXHIBITS
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including
amendments thereto) with respect to the Common Stock of Celcuity Inc. and further agree that this agreement be included as an exhibit
to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such
statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused
this Agreement to be executed on their behalf this 14th day of February, 2024.
Venrock Healthcare Capital Partners III, L.P. |
|
Venrock Healthcare Capital Partners EG, L.P. |
|
|
|
By: |
VHCP
Management III, LLC |
|
By: |
VHCP Management EG, LLC |
Its: |
General Partner |
|
Its: |
General Partner |
|
|
|
|
|
By: |
/s/ Sherman G. Souther |
|
By: |
/s/ Sherman G. Souther |
|
Name: Sherman G. Souther |
|
|
Name: Sherman G. Souther |
|
Its: Authorized Signatory |
|
|
Its: Authorized Signatory |
VHCP Co-Investment Holdings III, LLC |
|
|
|
|
|
By: VHCP Management III, LLC |
|
|
Its: Manager |
|
|
|
|
|
By: |
/s/ Sherman G. Souther |
|
|
|
Name: Sherman G. Souther |
|
|
|
Its: Authorized Signatory |
|
|
VHCP Management III, LLC |
|
VHCP Management EG, LLC |
|
|
|
By: |
/s/ Sherman G. Souther |
|
By: |
/s/ Sherman G. Souther |
|
Name: Sherman G. Souther |
|
|
Name: Sherman G. Souther |
|
Its: Authorized Signatory |
|
|
Its: Authorized Signatory |
Nimish Shah |
|
|
|
|
|
/s/ Sherman G. Souther |
|
|
Sherman G. Souther, Attorney-in-fact |
|
|
Bong Koh |
|
|
|
|
|
/s/ Sherman G. Souther |
|
|
Sherman G. Souther, Attorney-in-fact |
|
|
Celcuity (NASDAQ:CELC)
Historical Stock Chart
From Jul 2024 to Aug 2024
Celcuity (NASDAQ:CELC)
Historical Stock Chart
From Aug 2023 to Aug 2024