Sec Form 13G Filing - Soleus Private Equity Fund II, L.P. filing for - 2026-02-12

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)






SCHEDULE 13G



Comment for Type of Reporting Person:  (1) The shares reported in the table above held directly by Soleus Private Equity Fund II, L.P. ("Soleus PE"). Soleus Private Equity GP II, LLC ("Soleus PE GP") is the sole general partner of Soleus PE, Soleus PE GP II, LLC is the sole manager of Soleus PE GP, Soleus Capital Management, L.P. ("SCM") is the investment manager for Soleus PE and for Soleus Capital Master Fund, L.P. ("Master Fund"), and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP II, LLC, Soleus PE GP, SCM and Soleus GP, LLC disclaims beneficial ownership of these shares held by Soleus PE other than for the purpose of determining their obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The percentage set forth in Row 11 is calculated based upon 46,271,259 shares of the common stock of Celcuity Inc. (the "Issuer") outstanding as of November 6, 2025, as set forth on the cover of the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 that was filed with the Securities and Exchange Commission on November 13, 2025 (the "Form 10-Q").


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Soleus PE. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP II, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP II, LLC, Soleus PE GP, SCM and Soleus GP, LLC disclaims beneficial ownership of these shares held by Soleus PE other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The percentage set forth in Row 11 is calculated based upon 46,271,259 shares of common stock of the Issuer outstanding as of November 6, 2025, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Soleus PE. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP II, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP II, LLC, Soleus PE GP, SCM and Soleus GP, LLC disclaims beneficial ownership of these shares held by Soleus PE other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The percentage set forth in Row 11 is calculated based upon 46,271,259 shares of common stock of the Issuer outstanding as of November 6, 2025, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital, LLC ("Soleus Capital") is the sole general partner of Master Fund, Soleus Capital Group, LLC ("SCG") is the sole managing member of Soleus Capital, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The percentage set forth in Row 11 is calculated based upon 46,271,259 shares of common stock of the Issuer outstanding as of November 6, 2025, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The percentage set forth in Row 11 is calculated based upon 46,271,259 shares of common stock of the Issuer outstanding as of November 6, 2025, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The percentage set forth in Row 11 is calculated based upon 46,271,259 shares of common stock of the Issuer outstanding as of November 6, 2025, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Soleus PE and by Master Fund. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP II, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of SCM. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC, SCG and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP II, LLC, Soleus Capital, SCG, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held directly by Soleus PE and Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The percentage set forth in Row 11 is calculated based upon 46,271,259 shares of common stock of the Issuer outstanding as of November 6, 2025, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) The shares reported in this table are held directly by Soleus PE and by Master Fund. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP II, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of SCM. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC, SCG and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP II, LLC, Soleus Capital, SCG, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held directly by Soleus PE and Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The percentage set forth in Row 11 is calculated based upon 46,271,259 shares of common stock of the Issuer outstanding as of November 6, 2025, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G



Comment for Type of Reporting Person:  (1) The shares reported in the table above are held directly by Soleus PE and by Master Fund. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP II, LLC is the sole manager of Soleus PE GP, SCM is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of SCM. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of Soleus PE GP II, LLC, SCG and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP II, LLC, Soleus Capital, SCG, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held directly by Soleus PE and Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The percentage set forth in Row 11 is calculated based upon 46,271,259 shares of common stock of the Issuer outstanding as of November 6, 2025, as set forth on the cover of the Form 10-Q.


SCHEDULE 13G


 
Soleus Private Equity Fund II, L.P.
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:02/12/2026
 
Soleus Private Equity GP II, LLC
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:02/12/2026
 
Soleus PE GP II, LLC
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:02/12/2026
 
Soleus Capital Master Fund, L.P.
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:02/12/2026
 
Soleus Capital, LLC
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:02/12/2026
 
Soleus Capital Group, LLC
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:02/12/2026
 
Soleus Capital Management, L.P.
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:02/12/2026
 
Soleus GP, LLC
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy/Managing Member
Date:02/12/2026
 
Guy Levy
 
Signature:/s/ Guy Levy
Name/Title:Guy Levy
Date:02/12/2026

Comments accompanying signature:  Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
primary_doc.xml