Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 04:11PM
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. 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:
| * |
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 II, 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
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. |
| 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)
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
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 |
| |
|
|
|
|
|
|
|
|
| 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. |
| 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)
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
2,171,1252 |
| 7. |
|
Sole
Dispositive Power
0 |
| 8. |
|
Shared
Dispositive Power
2,171,1252 |
| 9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,171,1252 |
| 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. |
| 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)
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
2,171,1252 |
| 7. |
|
Sole
Dispositive Power
0 |
| 8. |
|
Shared
Dispositive Power
2,171,1252 |
| 9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,171,1252 |
| 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 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. |
| 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)
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
2,171,1252 |
| 7. |
|
Sole
Dispositive Power
0 |
| 8. |
|
Shared
Dispositive Power
2,171,1252 |
| 9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,171,1252 |
| 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. |
| 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) 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
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 |
| |
|
|
|
|
|
|
|
|
| 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. |
| 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) 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
2,171,1252 |
| 7. |
|
Sole Dispositive Power
0 |
| 8. |
|
Shared Dispositive Power
2,171,1252 |
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,171,1252 |
| 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 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. |
| 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)
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
2,171,1252 |
| 7. |
|
Sole
Dispositive Power
0 |
| 8. |
|
Shared
Dispositive Power
2,171,1252 |
| 9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,171,1252 |
| 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 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. |
| 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)
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
2,171,1252 |
| 7. |
|
Sole
Dispositive Power
0 |
| 8. |
|
Shared
Dispositive Power
2,171,1252 |
| 9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,171,1252 |
| 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 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. |
| 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)
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
2,171,1252 |
| 7. |
|
Sole
Dispositive Power
0 |
| 8. |
|
Shared
Dispositive Power
2,171,1252 |
| 9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,171,1252 |
| 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 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. |
| 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.
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 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.
| |
(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, 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 |
% |
| |
(c) |
Number
of shares as to which the person has, as of December 31, 2022: |
| |
(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 |
|
| |
(ii) |
Shared
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. |
|
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) |
| |
(iii) |
Sole
power to dispose or to direct the disposition of |
| 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 |
|
| |
(iv) |
Shared
power to dispose or to direct the disposition of |
| 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) |
| 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.
| 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, 2023
| Venrock Healthcare Capital Partners II, L.P. |
|
Venrock Healthcare Capital Partners III, 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 |
|
|
| 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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