Growth Equity Opportunities 18 VGE SC 13DCelcuity / Growth Equity Opportunities 18 VGE ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.    )*

Celcuity Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

15102K100

(CUSIP Number)

Louis S. Citron, Esq.

New Enterprise Associates

1954 Greenspring Drive, Suite 600, Timonium, MD 21093

(410) 842-4000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 15, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^*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 disclosures provided in a prior cover page.

The information required on 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).

Schedule 13D

Item 1. Security and Issuer.

This statement relates to the common stock, $0.001 par value (the “Common Stock”), of Celcuity Inc. (the “Issuer”), having its principal executive office at 16305 36th Avenue North, Suite 100, Minneapolis, Minnesota 55446.

Item 2. Identity and Background.

This statement is being filed by:

(a) Growth Equity Opportunities 18 VGE, LLC (“GEO”);

(b) NEA 18 Venture Growth Equity, L.P. (“NEA 18 VGE”), which is the sole member of GEO; NEA Partners 18 VGE, L.P. (“NEA Partners 18 VGE”), which is the sole general partner of NEA 18 VGE; and NEA 18 VGE GP, LLC (“NEA 18 VGE LLC” and, together with NEA Partners 18 VGE, the “Control Entities”), which is the sole general partner of NEA Partners 18 VGE; and

(c) Ali Behbahani (“Behbahani”), Carmen Chang (“Chang”), Anthony A. Florence, Jr. (“Florence”), Liza Landsman (“Landsman”), Mohamad H. Makhzoumi (“Makhzoumi”), Edward T. Mathers (“Mathers”), Scott D. Sandell (“Sandell”), Peter W. Sonsini (“Sonsini”), Paul Walker (“Walker”) and Rick Yang (“Yang”) (together, the “Managers”). The Managers are the managers of NEA 18 VGE LLC.

The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

The address of the principal business office of GEO, NEA 18 VGE, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Behbahani and Mathers is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Chang, Makhzoumi, Sonsini, Walker and Yang is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence and Landsman is New Enterprise Associates, 104 5^th Avenue, 19^th Floor, New York, NY 10001.

The principal business of GEO and NEA 18 VGE is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 18 VGE is to act as the sole general partner of NEA 18 VGE. The principal business of NEA 18 VGE LLC is to act as the sole general partner of NEA Partners 18 VGE. The principal business of each of the Managers is to manage the Control Entities, GEO and a number of affiliated partnerships with similar businesses.

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

GEO and NEA 18 VGE LLC are limited liability companies organized under the laws of the State of Delaware. NEA 18 VGE and NEA Partners 18 VGE are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration.

On May 15, 2022, GEO entered into a Securities Purchase Agreement among the Issuer, GEO and certain other purchasers (the “Purchase Agreement”), pursuant to which GEO agreed to acquire from the Issuer in a private placement transaction (the “Private Placement”), subject to certain conditions: (i) 1,250,001 shares of Common Stock (the “GEO Common Shares”) at a purchase price of $5.75 per share; (ii) 222,826 shares (the “GEO Preferred Shares”) of Series A Preferred at a purchase price of $57.50 per share, and (iii) Warrants to purchase 139,130 shares of Series A Preferred (“GEO Preferred Warrant Shares”), each Warrant having an exercise price of $80.50 per Series A Preferred Warrant Share. Each share of Series A Preferred is convertible into 10 shares of Common Stock at any time at the option of GEO; provided, that the Series A Preferred may not be convertible due to the number of the Issuer’s duly authorized but unissued shares prior to the date on which the Issuer receives approval of its stockholders of an amendment to the Issuer’s Certificate of Incorporation to increase the number of authorized shares of Common Stock such that the Issuer has available, and has reserved, such number of its duly authorized but unissued shares of Common Stock as shall be sufficient to effect the conversion of all shares of Series A Preferred then outstanding or available for issuance upon the exercise of the warrants issued in connection with the Private Placement and, provided, further that the Series A Preferred and the warrants issued in connection with the Private Placement carry a limitation on exercise preventing GEO from beneficially owning in excess of 9.99% of the number of shares of the Issuer’s Common Stock outstanding. GEO may be deemed to own a total of 1,250,001 shares of the Issuer’s Common Stock (the “GEO Shares”).

The working capital of GEO is the source of the funds for the purchase of the GEO Shares. No part of the purchase price of the GEO Shares is represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the GEO Shares.

Item 4. Purpose of Transaction.

GEO agreed to acquire the GEO Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, GEO and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

Item 5. Interest in Securities of the Issuer.

Each Reporting Person disclaims beneficial ownership of the GEO Shares other than those shares which such person owns of record.

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on 14,936,190 shares of Common Stock reported by the Issuer to be outstanding as of May 9, 2022 on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on May 16, 2022.

Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer. 

GEO entered into the Purchase Agreement and a Registration Rights Agreement on May 15, 2021, in each case, as further described in the Issuer’s Form 8-K filed with the SEC on May 18, 2022, the descriptions of which are incorporated by reference herein.

Item 7. Material to Be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

Exhibit 3 – Power of Attorney on behalf of Liza Landsman regarding filings under the Securities Exchange Act of 1934, as amended.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

EXECUTED this 24^th day of May, 2022.

GROWTH EQUITY OPPORTUNITIES 18 VGE, LLC

  By:          *                                

 Scott D. Sandell

 Chief Executive Officer 

NEA 18 VENTURE GROWTH EQUITY, L.P.

  By:          *                                

 Scott D. Sandell

 Chief Executive Officer 

NEA PARTNERS 18 VGE, L.P.

By:          *                                

Scott D. Sandell

Chief Executive Officer

NEA 18 VGE GP, LLC

By:          *                                

Scott D. Sandell

Chief Executive Officer

                 *                        

Ali Behbahani

                 *                        

Carmen Chang

                 *                        

Anthony A. Florence, Jr.

                 *                        

Liza Landsman

                 *                        

Mohamad H. Makhzoumi

                 *                        

Edward T. Mathers

                 *                        

Scott D. Sandell

                 *                        

Peter W. Sonsini

                 *                        

Paul Walker 

                 *                        

Rick Yang

*/s/ Louis S. Citron           

Louis S. Citron

As attorney-in-fact

This Schedule 13D was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

EXHIBIT 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Celcuity Inc.

EXECUTED this 24^th day of May, 2022.

GROWTH EQUITY OPPORTUNITIES 18 VGE, LLC

  By:          *                                

 Scott D. Sandell

 Chief Executive Officer 

NEA 18 VENTURE GROWTH EQUITY, L.P.

  By:          *                                

 Scott D. Sandell

 Chief Executive Officer 

NEA PARTNERS 18 VGE, L.P.

By:          *                                

Scott D. Sandell

Chief Executive Officer

NEA 18 VGE GP, LLC

By:          *                                

Scott D. Sandell

Chief Executive Officer

                 *                        

Ali Behbahani

                 *                        

Carmen Chang

                 *                        

Anthony A. Florence, Jr.

                 *                        

Liza Landsman

                 *                        

Mohamad H. Makhzoumi

                 *                        

Edward T. Mathers

                 *                        

Scott D. Sandell

                 *                        

Peter W. Sonsini

                 *                        

Paul Walker 

                 *                        

Rick Yang

*/s/ Louis S. Citron           

Louis S. Citron

As attorney-in-fact

This Agreement relating to Schedule 13D was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.

EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.

/s/ M. James Barrett            

M. James Barrett

/s/ Peter J. Barris                

Peter J. Barris

/s/ Forest Baskett                

Forest Baskett

/s/ Ali Behbahani                 

Ali Behbahani

/s/ Colin Bryant                   

Colin Bryant

/s/ Carmen Chang               

Carmen Chang

/s/ Anthony A. Florence, Jr.

Anthony A. Florence, Jr.

/s/ Carol G. Gallagher          

Carol G. Gallagher

/s/ Dayna Grayson               

Dayna Grayson

/s/ Patrick J. Kerins             

Patrick J. Kerins

/s/ P. Justin Klein                

P. Justin Klein

/s/ Vanessa Larco               

Vanessa Larco

/s/ Joshua Makower             

Joshua Makower

/s/ Mohamad H. Makhzoumi

Mohamad H. Makhzoumi

/s/ Edward T. Mathers         

Edward T. Mathers

/s/ David M. Mott                

David M. Mott

/s/ Sara M. Nayeem            

Sara M. Nayeem

/s/ Jason R. Nunn                

Jason R. Nunn

/s/ Gregory Papadopoulos    

Gregory Papadopoulos

/s/ Chetan Puttagunta          

Chetan Puttagunta

/s/ Jon Sakoda                     

Jon Sakoda

/s/ Scott D. Sandell              

Scott D. Sandell

/s/ A. Brooke Seawell          

A. Brooke Seawell

/s/ Peter W. Sonsini             

Peter W. Sonsini

/s/ Melissa Taunton             

Melissa Taunton

/s/ Frank M. Torti                

Frank M. Torti

/s/ Ravi Viswanathan           

Ravi Viswanathan

/s/ Paul E. Walker               

Paul E. Walker

/s/ Rick Yang                      

Rick Yang

EXHIBIT 3

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of herself as an individual or in her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 1st day of April, 2020.

/s/ Liza Landsman                                           

Liza Landsman