| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| BAKER BROS. ADVISORS LP | 10%+ Owner | 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK | By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing | 2025-08-01 | 0001263508 |
| Baker Bros. Advisors (GP) LLC | 10%+ Owner | 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK | By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing | 2025-08-01 | 0001580575 |
| BAKER FELIX | 10%+ Owner | 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK | /s/ Felix J. Baker | 2025-08-01 | 0001087940 |
| BAKER JULIAN | 10%+ Owner | 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK | /s/ Julian C. Baker | 2025-08-01 | 0001087939 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | CELC | Common Stock | 690K | Aug 1, 2025 | See Footnotes | F1, F2, F3 | |||||
| holding | CELC | Common Stock | 7.06M | Aug 1, 2025 | See Footnotes | F2, F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | CELC | $0.001 Prefunded Warrants | Aug 1, 2025 | Common Stock | 481K | $0.00 | See Footnotes | F1, F2, F3, F5, F6 | ||||||
| holding | CELC | $0.001 Prefunded Warrants | Aug 1, 2025 | Common Stock | 5.67M | $0.00 | See Footnotes | F2, F3, F4, F5, F6 | ||||||
| holding | CELC | 2.75% Convertible Senior Notes due 2031 | Aug 1, 2025 | Common Stock | 50.5K | See Footnotes | F1, F2, F3, F7, F8 | |||||||
| holding | CELC | 2.75% Convertible Senior Notes due 2031 | Aug 1, 2025 | Common Stock | 549K | See Footnotes | F2, F3, F4, F7, F8 |
| Id | Content |
|---|---|
| F1 | As a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in common stock ("Common Stock") of Celcuity Inc. (the "Issuer") reported in column 2 of Table I and securities of the Issuer reported in column 3 of Table II held directly by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. |
| F2 | Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. |
| F3 | Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| F4 | As a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 2 of Table I and the securities of the Issuer reported in column 3 of Table II held directly by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. |
| F5 | These securities consist of pre-funded warrants ("$0.001 Prefunded Warrants") to purchase Common Stock at an exercise price of $0.001 per warrant with no expiration date, subject to beneficial ownership limitations described in Note 6. |
| F6 | The $0.001 Prefunded Warrants are exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock to the extent that after giving effect to such exercise the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders or their affiliates, would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 4.99% of the outstanding shares of Common Stock (the "Maximum Percentage"). By written notice to the Issuer, the Funds may increase or decrease the Maximum Percentage applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. |
| F7 | These securities consist of 2.75% convertible senior notes due 2031 ("2.75% Convertible Senior Notes") of the Issuer convertible at any time at the option of the holder into 19.4932 shares of Common Stock per $1,000 principal amount, subject to beneficial ownership limitations described in footnote 8. The 2.75% Convertible Senior Note mature on August 1, 2031. |
| F8 | The 2.75% Convertible Senior Notes are convertible at any time, at the holder's election, into 19.4932 shares of Common Stock per $1,000 principal to the extent that after giving effect to such exercise the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, any of would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 4.99% of the outstanding shares of Common Stock (the "Beneficial Ownership Limitation"). By written notice to the Issuer, the Funds may increase or decrease the Beneficial Ownership Limitation applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. |