15102KAA8

Item 4 of this Amendment No. 2 is supplemented and amended, as the case may be, as follows: The disclosures in Item 5 below are incorporated herein by reference. This Amendment No. 2 is being filed to report the sale of shares of the common stock ("Common Stock") of Celcuity Inc. (the "Issuer") reported in Item 5(c) that resulted in a more than 1% change in beneficial ownership. The disclosure regarding the sales in Item 5(c) below is incorporated herein by reference. Additionally, on July 14, 2026, the Adviser on behalf of the Funds submitted written notice to the Issuer to set the beneficial ownership limitation (the "Maximum Percentage") with respect to 481,437 and 5,666,350 prefunded warrants to purchase Common Stock at an exercise price of $0.001 per share (the "$0.001 Prefunded Warrants") held by 667 and Life Sciences, respectively, at 9.99%, effective immediately. The Funds hold securities of the Issuer for investment purposes. The Reporting Persons or their affiliates may purchase additional securities or dispose of securities in varying amounts and at varying times depending upon the Reporting Persons' continuing assessments of pertinent factors, including the availability of shares of Common Stock or other securities for purchase at particular price levels, the business prospects of the Issuer, other business investment opportunities, economic conditions, stock market conditions, money market conditions, the attitudes and actions of the board of directors and management of the Issuer, the availability and nature of opportunities to dispose of securities of the Issuer and other plans and requirements of the particular entities. Depending upon their assessments of the above factors, the Reporting Persons may acquire additional securities of the Issuer, including shares of Common Stock (by means of open market purchases, privately negotiated purchases, exercise of $0.001 Prefunded Warrants, conversion of 2.75% Convertible Notes (as defined in Item 5) or otherwise) or dispose of some or all of the securities of the Issuer, including shares of Common Stock, under their control. As a result of the dispositions of Common Stock reported in Item 5(c) and the setting of the Maximum Percentage at 9.99% described above, the Reporting Persons beneficially own less than 10% of the outstanding Common Stock, are not affiliates of the Issuer, and hold the securities of the Issuer for investment purposes and not with the purpose or effect of changing or influencing control of the Issuer. Accordingly, the Reporting Persons are eligible to report their beneficial ownership of the Common Stock on Schedule 13G and intend to report on Schedule 13G in future filings, subject to the applicable requirements of Rule 13d-1.

Item 4 of this Amendment No. 2 is supplemented and amended, as the case may be, as follows: The disclosures in Item 5 below are incorporated herein by reference. This Amendment No. 2 is being filed to report the sale of shares of the common stock ("Common Stock") of Celcuity Inc. (the "Issuer") reported in Item 5(c) that resulted in a more than 1% change in beneficial ownership. The disclosure regarding the sales in Item 5(c) below is incorporated herein by reference. Additionally, on July 14, 2026, the Adviser on behalf of the Funds submitted written notice to the Issuer to set the beneficial ownership limitation (the "Maximum Percentage") with respect to 481,437 and 5,666,350 prefunded warrants to purchase Common Stock at an exercise price of $0.001 per share (the "$0.001 Prefunded Warrants") held by 667 and Life Sciences, respectively, at 9.99%, effective immediately. The Funds hold securities of the Issuer for investment purposes. The Reporting Persons or their affiliates may purchase additional securities or dispose of securities in varying amounts and at varying times depending upon the Reporting Persons' continuing assessments of pertinent factors, including the availability of shares of Common Stock or other securities for purchase at particular price levels, the business prospects of the Issuer, other business investment opportunities, economic conditions, stock market conditions, money market conditions, the attitudes and actions of the board of directors and management of the Issuer, the availability and nature of opportunities to dispose of securities of the Issuer and other plans and requirements of the particular entities. Depending upon their assessments of the above factors, the Reporting Persons may acquire additional securities of the Issuer, including shares of Common Stock (by means of open market purchases, privately negotiated purchases, exercise of $0.001 Prefunded Warrants, conversion of 2.75% Convertible Notes (as defined in Item 5) or otherwise) or dispose of some or all of the securities of the Issuer, including shares of Common Stock, under their control. As a result of the dispositions of Common Stock reported in Item 5(c) and the setting of the Maximum Percentage at 9.99% described above, the Reporting Persons beneficially own less than 10% of the outstanding Common Stock, are not affiliates of the Issuer, and hold the securities of the Issuer for investment purposes and not with the purpose or effect of changing or influencing control of the Issuer. Accordingly, the Reporting Persons are eligible to report their beneficial ownership of the Common Stock on Schedule 13G and intend to report on Schedule 13G in future filings, subject to the applicable requirements of Rule 13d-1.

Item 4 of this Amendment No. 2 is supplemented and amended, as the case may be, as follows: The disclosures in Item 5 below are incorporated herein by reference. This Amendment No. 2 is being filed to report the sale of shares of the common stock ("Common Stock") of Celcuity Inc. (the "Issuer") reported in Item 5(c) that resulted in a more than 1% change in beneficial ownership. The disclosure regarding the sales in Item 5(c) below is incorporated herein by reference. Additionally, on July 14, 2026, the Adviser on behalf of the Funds submitted written notice to the Issuer to set the beneficial ownership limitation (the "Maximum Percentage") with respect to 481,437 and 5,666,350 prefunded warrants to purchase Common Stock at an exercise price of $0.001 per share (the "$0.001 Prefunded Warrants") held by 667 and Life Sciences, respectively, at 9.99%, effective immediately. The Funds hold securities of the Issuer for investment purposes. The Reporting Persons or their affiliates may purchase additional securities or dispose of securities in varying amounts and at varying times depending upon the Reporting Persons' continuing assessments of pertinent factors, including the availability of shares of Common Stock or other securities for purchase at particular price levels, the business prospects of the Issuer, other business investment opportunities, economic conditions, stock market conditions, money market conditions, the attitudes and actions of the board of directors and management of the Issuer, the availability and nature of opportunities to dispose of securities of the Issuer and other plans and requirements of the particular entities. Depending upon their assessments of the above factors, the Reporting Persons may acquire additional securities of the Issuer, including shares of Common Stock (by means of open market purchases, privately negotiated purchases, exercise of $0.001 Prefunded Warrants, conversion of 2.75% Convertible Notes (as defined in Item 5) or otherwise) or dispose of some or all of the securities of the Issuer, including shares of Common Stock, under their control. As a result of the dispositions of Common Stock reported in Item 5(c) and the setting of the Maximum Percentage at 9.99% described above, the Reporting Persons beneficially own less than 10% of the outstanding Common Stock, are not affiliates of the Issuer, and hold the securities of the Issuer for investment purposes and not with the purpose or effect of changing or influencing control of the Issuer. Accordingly, the Reporting Persons are eligible to report their beneficial ownership of the Common Stock on Schedule 13G and intend to report on Schedule 13G in future filings, subject to the applicable requirements of Rule 13d-1.

Item 4 of this Amendment No. 2 is supplemented and amended, as the case may be, as follows: The disclosures in Item 5 below are incorporated herein by reference. This Amendment No. 2 is being filed to report the sale of shares of the common stock ("Common Stock") of Celcuity Inc. (the "Issuer") reported in Item 5(c) that resulted in a more than 1% change in beneficial ownership. The disclosure regarding the sales in Item 5(c) below is incorporated herein by reference. Additionally, on July 14, 2026, the Adviser on behalf of the Funds submitted written notice to the Issuer to set the beneficial ownership limitation (the "Maximum Percentage") with respect to 481,437 and 5,666,350 prefunded warrants to purchase Common Stock at an exercise price of $0.001 per share (the "$0.001 Prefunded Warrants") held by 667 and Life Sciences, respectively, at 9.99%, effective immediately. The Funds hold securities of the Issuer for investment purposes. The Reporting Persons or their affiliates may purchase additional securities or dispose of securities in varying amounts and at varying times depending upon the Reporting Persons' continuing assessments of pertinent factors, including the availability of shares of Common Stock or other securities for purchase at particular price levels, the business prospects of the Issuer, other business investment opportunities, economic conditions, stock market conditions, money market conditions, the attitudes and actions of the board of directors and management of the Issuer, the availability and nature of opportunities to dispose of securities of the Issuer and other plans and requirements of the particular entities. Depending upon their assessments of the above factors, the Reporting Persons may acquire additional securities of the Issuer, including shares of Common Stock (by means of open market purchases, privately negotiated purchases, exercise of $0.001 Prefunded Warrants, conversion of 2.75% Convertible Notes (as defined in Item 5) or otherwise) or dispose of some or all of the securities of the Issuer, including shares of Common Stock, under their control. As a result of the dispositions of Common Stock reported in Item 5(c) and the setting of the Maximum Percentage at 9.99% described above, the Reporting Persons beneficially own less than 10% of the outstanding Common Stock, are not affiliates of the Issuer, and hold the securities of the Issuer for investment purposes and not with the purpose or effect of changing or influencing control of the Issuer. Accordingly, the Reporting Persons are eligible to report their beneficial ownership of the Common Stock on Schedule 13G and intend to report on Schedule 13G in future filings, subject to the applicable requirements of Rule 13d-1.

The information provided and incorporated by reference in Item 5(c) is hereby incorporated by reference. Depending on market conditions and other factors, GEO and other Reporting Persons may dispose of additional shares of the Issuer.

The information provided and incorporated by reference in Item 5(c) is hereby incorporated by reference. Depending on market conditions and other factors, GEO and other Reporting Persons may dispose of additional shares of the Issuer.

The information provided and incorporated by reference in Item 5(c) is hereby incorporated by reference. Depending on market conditions and other factors, GEO and other Reporting Persons may dispose of additional shares of the Issuer.