| Item 1. | |
| (a) | Name of issuer:
Celcuity Inc. |
| (b) | Address of issuer's principal executive offices:
16305 36th Avenue North, Suite 100 Minneapolis MN 55446 |
| Item 2. | |
| (a) | Name of person filing:
Brian F. Sullivan |
| (b) | Address or principal business office or, if none, residence:
16305 36th Avenue North
Suite 100
Minneapolis, MN 55446 |
| (c) | Citizenship:
UNITED STATES |
| (d) | Title of class of securities:
Common Stock |
| (e) | CUSIP No.:
15102K100 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | 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 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
4,013,203 shares, which includes (a) 1,897,210 shares of common stock held directly by Mr. Sullivan, including 892,220 shares of common stock of which Mr. Sullivan has the right to acquire beneficial ownership within 60 days of September 30, 2025; (b) 1,750,784 shares of common stock held through trusts of which Mr. Sullivan has sole voting and dispositive power; and (c) 365,209 shares of common stock held in a joint brokerage account with Mr. Sullivan's spouse of which he has shared voting and dispositive power. |
| (b) | Percent of class:
9.1 %
|
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
3,647,994
|
| | (ii) Shared power to vote or to direct the vote:
365,209
|
| | (iii) Sole power to dispose or to direct the disposition of:
3,647,994
|
| | (iv) Shared power to dispose or to direct the disposition of:
365,209
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(d)