0001019056-21-000416.txt : 20210709 0001019056-21-000416.hdr.sgml : 20210709 20210709102113 ACCESSION NUMBER: 0001019056-21-000416 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210709 DATE AS OF CHANGE: 20210709 GROUP MEMBERS: GAGNON ADVISORS, LLC GROUP MEMBERS: GAGNON SECURITIES LLC GROUP MEMBERS: NEIL GAGNON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Celcuity Inc. CENTRAL INDEX KEY: 0001603454 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90376 FILM NUMBER: 211081900 BUSINESS ADDRESS: STREET 1: 16305 36TH AVENUE N STREET 2: SUITE 100 CITY: MINNEAPOLIS STATE: MN ZIP: 55446 BUSINESS PHONE: 763-392-0767 MAIL ADDRESS: STREET 1: 16305 36TH AVENUE N STREET 2: SUITE 100 CITY: MINNEAPOLIS STATE: MN ZIP: 55446 FORMER COMPANY: FORMER CONFORMED NAME: Celcuity LLC DATE OF NAME CHANGE: 20140324 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gagnon Neil CENTRAL INDEX KEY: 0001070170 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: GAGNON NEIL DATE OF NAME CHANGE: 19980910 SC 13G/A 1 celcuity_13ga2.htm SC 13G/A
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 2)*
 
Celcuity Inc.
(Name of Issuer)
 
Common Stock, $0.001 par value per share
(Title of Class of Securities)
 
15102K 100
(CUSIP Number)
 
July 1, 2021
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-1(b)
x Rule 13d-1(c)
o 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 13G Page 2 of 8

 

             
1.

Names Of Reporting Persons

I.R.S. Identification No. Of Above Persons (Entities Only)

 

GAGNON SECURITIES LLC

 

 
       
2. check the appropriate box if a group (a) o
(b) x

3. sec use only    
       
4.

citizenship or place of organization

 

DELAWARE LIMITED LIABILITY COMPANY

 

   
number of
shares
beneficially
owned by
each
reporting
person with:
5. sole voting power     0
6. shared voting power     335,809
7. sole dispositive power     0
8. shared dispositive power     342,827
9. aggregate amount beneficially owned by each reporting person   342,827
10. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) o
11. percent of class represented by amount in row (9)  

2.3%

12. type of reporting person (See Instructions)     IA, BD

 

 
 
 
CUSIP No. 15102K 100 13G Page 3 of 8

 

             
1.

Names Of Reporting Persons

 

GAGNON ADVISORS, LLC

 

 
       
2. check the appropriate box if a group (a) o
(b) x

3. sec use only    
       
4.

citizenship or place of organization

 

DELAWARE LIMITED LIABILITY COMPANY

 

   
number of
shares
beneficially
owned by
each
reporting
person with:
5. sole voting power     0
6. shared voting power     187,873
7. sole dispositive power     0
8. shared dispositive power    

187,873

9. aggregate amount beneficially owned by each reporting person  

187,873

10. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) o
11. percent of class represented by amount in row (9)  

1.3%

12. type of reporting person (See Instructions)     IA

 

 
 
 
CUSIP No. 15102K 100 13G Page 4 of 8

 

             
1.

Names Of Reporting Persons

 

NEIL GAGNON

 

 
       
2. check the appropriate box if a group (a) o
(b) x

3. sec use only    
       
4.

citizenship or place of organization

 

USA

 

   
number of
shares
beneficially
owned by
each
reporting
person with:
5. sole voting power    

66,492

6. shared voting power    

558,824

7. sole dispositive power    

66,492

8. shared dispositive power    

568,606

9. aggregate amount beneficially owned by each reporting person  

568,606

10. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) o
11. percent of class represented by amount in row (9)  

4.3%

12. type of reporting person (See Instructions)     IN

 

 
 
 
CUSIP No. 15102K 100 13G Page 5 of 8
Item 1.  

 

(a) Name of Issuer: Celcuity Inc.
     
(b) Address of Issuer’s Principal

16305 36th Avenue North

  Executive Offices:

Suite 100
Minneapolis, MN 55446

 

Item 2.

(a) Name of Person Filing:

Neil Gagnon has sole voting and dispositive power over 64,830 shares of the Issuer’s Common Stock, $0.001 par value per share (the “Common Stock”). In addition, Mr. Gagnon has shared voting power over 637,451 shares of the Issuer’s Common Stock and shared dispositive power over 648,980 Common Stock.

 

Mr. Gagnon is the managing member and principal owner of Gagnon Securities LLC (“GS”), an investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and a registered broker-dealer, in its role as investment manager to several customer accounts, foundations, partnerships and trusts (collectively, the “Accounts”) to which it furnishes investment advice. As of June 26, 2020, GS and Mr. Gagnon may be deemed to share voting power with respect to 465,398 Common Stock held in the Accounts and dispositive power with respect to 473,151 shares of the Issuer’s common stock held in the Accounts. GS and Mr. Gagnon expressly disclaim beneficial ownership of all securities held in the Accounts.

 

Mr. Gagnon is also the Chief Executive Officer of Gagnon Advisors, LLC (“Gagnon Advisors”), an investment adviser registered with the SEC under the Advisers Act. Mr. Gagnon and Gagnon Advisors, in its role as investment manager to Gagnon Investment Associates, LLC (“GIA”), a private investment fund, may be deemed to share voting and dispositive power with respect to the 141,811 shares of the Issuer’s common stock held by GIA. Gagnon Advisors and Mr. Gagnon expressly disclaim beneficial ownership of all securities held by GIA.

 

(b) Address of Principal Business Office 1370 Ave. of the Americas, 24th Floor
  or, if none, Residence: New York, NY 10019

 

(c) Citizenship:

Gagnon Securities LLC

Delaware limited liability company

   

Gagnon Advisors, LLC

Delaware limited liability company

   

Neil Gagnon

USA

     
(d) Title of Class of Securities:

Common Stock, $0.001 par value per share

     
(e) CUSIP Number: 15102K 100

 

 
 
 
CUSIP No. 15102K 100 13G Page 6 of 8
   
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

(a)  o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
     
(b)  o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
     
(c)  o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
     
(d)  o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
     
(e)  o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
     
(f)  o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
     
(g)  o A parent holding company or control person in accordance with § 13d-1(b)(1)(ii)(G);
     
(h)  o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
(i)  o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15U.S.C. 80a-3);
     
(j)  o A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
     
(k)  o Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

 
 
 
CUSIP No. 15102K 100 13G Page 7 of 8
Item 4. Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a) Amount beneficially owned:

Gagnon Securities LLC

342,827

     

Gagnon Advisors, LLC

187,873

     

Neil Gagnon

568,606

       
  (b) Percent of class:

Gagnon Securities LLC

2.3%

     

Gagnon Advisors, LLC

1.3%

     

Neil Gagnon

4.3%

       
     

Calculation of percentage of beneficial ownership is based on 14,537,896 shares outstanding as of July 1,2021, as disclosed on the Issuer’s prospectus supplement filed with the SEC under Rule 424(b)(5) on June 29, 2021.

       
  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote:

Gagnon Securities LLC

0

     

Gagnon Advisors, LLC

0
     

Neil Gagnon

66,492

       
  (ii) Shared power to vote or to direct the vote:

Gagnon Securities LLC

335,809

     

Gagnon Advisors, LLC

187,873

     

Neil Gagnon

558,824

       
  (iii) Sole power to dispose or to direct the disposition of:

Gagnon Securities LLC

0
     

Gagnon Advisors, LLC

0
     

Neil Gagnon

66,492

       
  (iv) Shared power to dispose or to direct the disposition of:

Gagnon Securities LLC

342,827

     

Gagnon Advisors, LLC

187,873

     

Neil Gagnon

568,606

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 x.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

The Accounts described above in Item 2 have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their respective accounts. To the knowledge of the Reporting Persons the interest in any such account does not exceed 5% of the class of securities. Except to the extent described herein, the Reporting Person disclaims beneficial ownership of all such securities.

 

Items 7 – 9. Not Applicable.

 

 
 
 
CUSIP No. 15102K 100 13G Page 8 of 8
   
Item 10. Certification.

 

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 Section 230.14a-11.

 

 

 

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: July 8, 2021

   
  NEIL GAGNON
   
 

/s/ Neil Gagnon

   
 

GAGNON SECURITIES LLC

   
 

/s/ Neil Gagnon

  Name:  Neil Gagnon 
 

Title:    Managing Member

   
 

GAGNON ADVISORS, LLC

   
 

/s/ Neil Gagnon

  Name:  Neil Gagnon 
 

Title:    Chief Executive Officer