SC 13G

NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Soleus Private Equity Fund II, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SC 13G 1 d345510dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

CELCUITY INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

15102K 100

(CUSIP Number)

May 16, 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)

☒ 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).


CUSIP NO.		15102K 100

FOOTNOTES

(1)

Soleus Private Equity Fund II, L.P. (“Soleus PE”) has the right to acquire the shares reported in this row pursuant to that certain Securities Purchase Agreement dated as of May 15, 2022 by and among Celcuity Inc. (the “Issuer”) and the investors signatory thereto (the “SPA”). Soleus Private Equity GP II, LLC (“Soleus GP”) is the sole general partner of Soleus PE, and thus holds voting and dispositive power over the shares held by Soleus PE. Soleus PE GP II, LLC is the sole manager of Soleus GP. Mr. Guy Levy is the sole managing member of Soleus PE GP II, LLC. Each of Mr. Guy Levy, Soleus PE GP II, LLC and Soleus GP disclaims beneficial ownership of the securities held by Soleus PE and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, except to the extent of their respective pecuniary interests therein.

(2)	This percentage is calculated based upon 14,920,302 shares of common stock outstanding of the Issuer as of March 15, 2022, as set forth in the Issuer’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 11, 2022 (the “Proxy”).


CUSIP NO.		15102K 100

FOOTNOTES

(1)

Soleus PE has the right to acquire the shares reported in this row pursuant to the SPA. Soleus GP is the sole general partner of Soleus PE, and thus holds voting and dispositive power over the shares held by Soleus PE. Soleus PE GP II, LLC is the sole manager of Soleus GP. Mr. Guy Levy is the sole managing member of Soleus PE GP II, LLC.

(2)	This percentage is calculated based upon 14,920,302 shares of common stock outstanding of the Issuer as of March 15, 2022, as set forth in the Proxy.


CUSIP NO.		15102K 100

FOOTNOTES

(1)

(2)	This percentage is calculated based upon 14,920,302 shares of common stock outstanding of the Issuer as of March 15, 2022, as set forth in the Proxy.


CUSIP NO.		15102K 100

FOOTNOTES

(1)

Of the shares of common stock reported in this row, 232,073 of such shares are issued and outstanding and held directly by Soleus Capital Master Fund, L.P. (“Master Fund”) and Master Fund has the right to acquire 372,484 shares pursuant to the SPA. Soleus Capital, LLC is the sole general partner of Master Fund and thus holds voting and dispositive power over the shares held by Master Fund. Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC. Mr. Guy Levy is the sole managing member of Soleus Capital Group, LLC. Each of Soleus Capital Group, LLC, Soleus Capital, LLC and Mr. Guy Levy disclaims beneficial ownership of these securities held by Master Fund and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of their respective pecuniary interests therein.

(2)	This percentage is calculated based upon 14,920,302 shares of common stock outstanding of the Issuer as of March 15, 2022, as set forth in the Proxy.


CUSIP NO.		15102K 100

FOOTNOTES

(1)

Of the shares reported in this row, 232,073 are issued and outstanding and held by Master Fund, and Master Fund has the right to acquire 372,484 shares pursuant to the SPA. Soleus Capital, LLC is the sole general partner of Master Fund and thus holds voting and dispositive power over the shares held by Master Fund. Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC. Mr. Guy Levy is the sole managing member of Soleus Capital Group, LLC.

(2)	This percentage is calculated based upon 14,920,302 shares of common stock outstanding of the Issuer as of March 15, 2022, as set forth in the Proxy.


CUSIP NO.		15102K 100

FOOTNOTES

(1)

(2)	This percentage is calculated based upon 14,920,302 shares of common stock outstanding of the Issuer as of March 15, 2022, as set forth in the Proxy.


CUSIP NO.		15102K 100

FOOTNOTES

(1)

Of the shares reported in this row, 232,073 are issued and outstanding and held by Master Fund, Master Fund has the right to acquire 372,484 shares pursuant to the SPA, and Soleus PE has the right to acquire 343,832 shares pursuant to the SPA. Soleus GP is the sole general partner of Soleus PE, Soleus PE GP II, LLC is the sole manager of Soleus GP, and Mr. Guy Levy is the sole managing member of Soleus PE GP II, LLC. Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC, and Mr. Guy Levy is the sole managing member of Soleus Capital Group, LLC. Mr. Guy Levy disclaims beneficial ownership of these securities held by Soleus PE and Master Fund, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of his pecuniary interest therein.

(2)	This percentage is calculated based upon 14,920,302 shares of common stock outstanding of the Issuer as of March 15, 2022, as set forth in the Proxy.

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(s) Filing

Soleus Private Equity GP II, LLC

Soleus Private Equity Fund II, L.P.

Soleus PE GP II, LLC

Soleus Capital Master Fund, L.P.

Soleus Capital, LLC

Soleus Capital Group, LLC

Guy Levy

(b)

Address of Principal Business Office or, if none, Residence

Soleus Private Equity GP II, LLC

SEC Form SC 13G filed by Celcuity Inc.