SCHEDULE 13G/A 0001193125-24-036355 0001224962 XXXXXXXX LIVE 2 Common Stock, $0.001 par value per share 12/31/2024 0001603454 Celcuity Inc. 15102K100 16305 36th Avenue North Suite 100 Minneapolis MN 55446 Rule 13d-1(c) Perceptive Advisors LLC DE 0 2362279 0 2362279 2362279 N 6.4 IA Joseph Edelman X1 0 2362279 0 2362279 2362279 N 6.4 IN Perceptive Life Sciences Master Fund, Ltd. E9 0 2362279 0 2362279 2362279 N 6.4 CO Celcuity Inc. 16305 36th Avenue North, Suite 100, Minneapolis, MN 55446 The names of the persons filing this report (collectively, the "Reporting Persons") with respect to shares of Common Stock, par value $0.001 par value per share (the "Common Stock") of Celcuity Inc. (the "Issuer") are: (i) Perceptive Advisors LLC ("Perceptive Advisors") (ii) Joseph Edelman ("Mr. Edelman") (iii) Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund") The address of the principal business office of each of the Reporting Persons is: 51 Astor Place, 10th Floor, New York, NY 10003 Perceptive Advisors is a Delaware limited liability company. Mr. Edelman is a United States citizen. The Master Fund is a Cayman Islands corporation. Y The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages reported are based on 37,116,267 outstanding shares of Common Stock as reported by the Issuer in its prospectus supplement filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on December 6, 2024. The Master Fund directly holds 2,362,279 shares of Common Stock. Perceptive Advisors serves as the investment manager to the Master Fund and may be deemed to beneficially own shares held by the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors and may be deemed to beneficially own the shares held by the Master Fund. Perceptive Advisors: 6.4% Mr. Edelman: 6.4% Master Fund: 6.4 Perceptive Advisors: 0 Mr. Edelman: 0 Master Fund: 0 Perceptive Advisors: 2,362,279 Mr. Edelman: 2,362,279 Master Fund: 2,362,279 Perceptive Advisors: 0 Mr. Edelman: 0 Master Fund: 0 Perceptive Advisors: 2,362,279 Mr. Edelman: 2,362,279 Master Fund: 2,362,279 Y Y Y Y Y N 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. Perceptive Advisors LLC /s/ Joseph Edelman 02/14/2025 Joseph Edelman /s/ Joseph Edelman 02/14/2025 Perceptive Life Sciences Master Fund, Ltd. /s/ Joseph Edelman 02/14/2025