SC 13G/A 1 celc_13ga.htm SC 13G/A celc_13ga
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
 
Celcuity Inc.
(Name of Issuer)
 
 
Common Stock
(Title of Class of Securities)
 
 
 
 
 
15102K 100
 
 
(CUSIP Number)
 
 
 
 
 
 
December 31, 2020
 
 
(Date of Event Which Requires Filing of this Statement)
 
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
     ☐     
Rule 13d-1(b)
     ☐    
Rule 13d-1(c)
     ☒   
Rule 13d-1(d)
 
*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 the 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).
 
 
Page 1 of 5 Pages
 
 
SCHEDULE 13G
CUSIP No. 15102K 100
 
 
Page 2 of 4 Pages
 
 
1
names of reporting persons
 
Lance G. Laing
2
check the appropriate box if a member of a group (see instructions)* 
    (a)    ☐
    (b)    ☐
 
 
3
sec use only
 
 
4
citizenship or place of organization
 
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
sole voting power
 
1,290,054
6
shared voting power
 
0
7
sole dispositive power
 
1,290,054
 
8
shared dispositive power
 
 
 
0
9
aggregate amount beneficially owned by each reporting person
 
 1,290,054 (1)
10
check if the aggregate amount in row (9) excludes certain shares (see instructions)
 
    ☐
11
percent of class represented by amount in row (9)
 
12.5% (2)
12
type of reporting person (see instructions)
 
IN
 
(1)
Includes options to acquire 40,054 shares of common stock that have vested or will vest within 60 days of December 31, 2020.
 
(2)
Calculated based on 10,299,822 shares of Common Stock issued and outstanding as of December 31, 2020.
 
 
Page 2 of 5 Pages
 
Item 1(a)              Name of Issuer:
 
Celcuity Inc.
 
Item 1(b)              Address of Issuer’s Principal Executive Offices:
 
16305 36th Avenue North
Suite 100
Minneapolis, MN 55446
 
Item 2(a)              Name of Person Filing:
 
Lance G. Laing
 
Item 2(b)              Address of Principal Business Office or, if None, Residence:
 
16305 36th Avenue North
Suite 100
Minneapolis, MN 55446
 
Item 2(c)              Citizenship:
 
USA
 
Item 2(d)             Title of Class of Securities:
 
Common Stock
 
Item 2(e)              CUSIP Number: 15102K 100
 
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.
(b) 
 ☐
Bank as defined in Section 3(a)(6) of the Act.
(c) 
 ☐
Insurance company as defined in Section 3(a)(19) of the Act.
(d) 
 ☐
Investment company registered under Section 8 of the Investment
Company Act of 1940.
(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 association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) 
 ☐
A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act.
(j) 
 ☐
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k)   
 ☐        
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
 
 
Page 3 of 5 Pages
 
 
Item 4                   Ownership
 
See Cover Page, Items 5 through 11.
 
Item 5                   Ownership of Five Percent or Less of a Class:
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
 
Item 6                   Ownership of More than Five 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:
 
Not applicable.
 
Item 8                  Identification and Classification of Members of the Group:
 
Not applicable.
 
Item 9                   Notice of Dissolution of Group:
 
Not applicable.
 
Item 10                 Certifications:
 
Not applicable.
 
 
Page 4 of 5 Pages
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Dated: February 12, 2021
 
/s/ Lance G. Laing 
Lance G. Laing
 
 
 
Page 5 of 5 Pages