Notice of Proposed Sale · 144
Celcuity Inc.
CELCNASDAQEQUITYCurrent
Notice of Proposed Sale
Structured filing — 144
primary_doc.xml
Notice of proposed sale. The proposed amounts below do not establish that a sale occurred.
Proposed-sale notice
- Issuer
- Celcuity Inc.
- Issuer CIK
- 0001603454
- SEC file number
- 001-38207
- Phone
- 763-392-0123
- Person for whose account securities are to be sold
- 667, L.P.
- Relationships to issuer
- Former Affiliate
- Street
- 2800 Campus Drive
- Street (continued)
- Suite 140
- City
- Minneapolis
- State / country code
- MN
- Postal code
- 55441
Securities proposed for sale
| Security | Proposed units | Aggregate market value | Units outstanding | Approximate sale date | Exchange | Broker / market maker |
|---|---|---|---|---|---|---|
| Common Stock | 261,368 | 26,790,220.00 | 48,766,288 | 07/14/2026 | NASDAQ | Goldman Sachs & Co. LLC |
Broker / market maker — proposed row 1, entry 1
- Name
- Goldman Sachs & Co. LLC
- Street
- 200 West Street
- City
- New York
- State / country code
- NY
- Postal code
- 10282
Acquisition of securities to be sold
| Security | Acquired | Nature of acquisition | Acquired from | Amount acquired | Gift transaction | Payment date | Nature of payment |
|---|---|---|---|---|---|---|---|
| Common Stock | 05/16/2025 | Purchases of shares of common stock in the open market See Remark 2 | Purchases from counterparties in open market transactions | 261,368 | N | 05/19/2025 | Cash |
Prior-sale reporting
- Nothing to report for the preceding three months
- Y
Remarks
(1) 667, L.P. is affiliated with Baker Brothers Life Sciences, L.P. Baker Bros. Advisors LP serves as the investment adviser to 667, L.P. and Baker Brothers Life Sciences, L.P. Baker Brothers Life Sciences, L.P. is filing separately for the sale of 2,838,632 shares of common stock ("Common Stock") of Celcuity Inc. (the "Issuer"), which along with the reported sales in this form by 667, L.P. totals 3,100,000 shares of Common Stock. (2) Shares of common stock to be sold were purchased between 5/16/2025 and 1/7/2025 in various open market transactions.
Notice signature
- Notice date
- 07/14/2026
- Signed
- By: BAKER BROS. ADVISORS LP, mgmt company and IA to 667, L.P., /s/ Scott L. Lessing, President
Company context
Celcuity is a commercial-stage biotechnology company focused on developing and commercializing targeted therapies for the treatment of multiple solid tumor indications. Celcuity’s first FDA-approved product is REVTORPYK™ (gedatolisib), a potent pan-PI3K and mTORC1/2 inhibitor that comprehensively blocks the PI3K/AKT/mTOR (PAM) pathway. Its mechanism of action and pharmacokinetic properties are differentiated from other currently approved and investigational therapies that target PI3Kα, AKT or mTORC1, alone or together. Celcuity’s Phase 3 clinical trial, VIKTORIA-1, evaluating gedatolisib plus fulvestrant with or without palbociclib in patients with HR+/HER2- ABC, supported FDA approval of REVTORPYK for use in adult patients without a PIK3CA mutation detected following progression on or after treatment with at least one line of endocrine therapy in the metastatic setting. Results for the PIK3CA mutant cohort of the VIKTORIA-1 clinical trial have been released.