Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 8)*
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Cellectar Biosciences, Inc. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
15117F500 (CUSIP Number) |
12/31/2024 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 15117F500 |
| 1 | Names of Reporting Persons
Rosalind Advisors, Inc. | ||||||||
| 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
ONTARIO, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,472,745.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
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Comment for Type of Reporting Person: This percentage is calculated based upon 65,301,224.00 shares of the Issuer's common stock outstanding as of January 27, 2025, in accordance with Issuer's S1 filed on January 29, 2025, and preferred shares converted by Rosalind Master Fund L.P. However, the securities reported in rows (6), (8), and (9) show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers (as defined below), is less than the number of securities reported in rows (6), (8), and (9).Pursuant to the terms of the certificate of designations containing the terms of the Reported Preferred Stock, the Reporting Persons cannot convert the Reported Preferred Stock to the extent the Reporting Persons would beneficially own, after any such conversion, more than 9.99% of the outstanding shares of Common Stock (the Preferred Stock Blockers) and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Reported Preferred Stock or any of the Reported Warrants due to the Blockers.(6) 502,320 shares of Common Stock issuable upon conversion of Preferred Stock6,970,425 shares of Common Stock issuable upon exercise of warrants
SCHEDULE 13G
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| CUSIP No. | 15117F500 |
| 1 | Names of Reporting Persons
SALAMON STEVEN A J | ||||||||
| 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
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,472,745.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
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Comment for Type of Reporting Person: (6) 502,320 shares of Common Stock issuable upon conversion of Preferred Stock6,970,425 shares of Common Stock issuable upon exercise of warrants
SCHEDULE 13G
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| CUSIP No. | 15117F500 |
| 1 | Names of Reporting Persons
Aharon Gil | ||||||||
| 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
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,472,745.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (6) 502,320 shares of Common Stock issuable upon conversion of Preferred Stock6,970,425 shares of Common Stock issuable upon exercise of warrants
SCHEDULE 13G
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| CUSIP No. | 15117F500 |
| 1 | Names of Reporting Persons
Rosalind Master Fund L.P. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,592,395.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (6)502,320 shares of Common Stock issuable upon conversion of Preferred Stock5,090,075 shares of Common Stock issuable upon exercise of warrants
SCHEDULE 13G
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| CUSIP No. | 15117F500 |
| 1 | Names of Reporting Persons
Rosalind Opportunities Fund I L.P. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,880,350.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (6) 1,880,350 shares of Common Stock issuable upon exercise of warrants
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Cellectar Biosciences, Inc. | |
| (b) | Address of issuer's principal executive offices:
100 CAMPUS DRIVE, 100 CAMPUS DRIVE, FLORHAM PARK, NEW JERSEY, 07932. | |
| Item 2. | ||
| (a) | Name of person filing:
Rosalind Advisors, Inc. (Advisor to RMF and ROFI)Rosalind Master Fund L.P. (RMF)Rosalind Opportunities Fund I LP (ROFI)Steven Salamon (President)Steven Salamon is the portfolio manager of the Advisor which advises RMF.Gilad Aharon is the portfolio manager and member of the Advisor which advises RMF. | |
| (b) | Address or principal business office or, if none, residence:
Address of the Principal Office or, if none, residenceRosalind Advisors, Inc. and Rosalind Opportunities Fund I L.P.15 Wellesley Street WestSuite 326Toronto, OntarioM4Y 0G7 CanadaRosalind Master Fund L.P.P.O. Box 309Ugland House, Grand CaymanKY1-1104, Cayman IslandsSteven Salamon15 Wellesley Street WestSuite 326Toronto, OntarioM4Y 0G7 CanadaGilad Aharon15 Wellesley Street WestSuite 326Toronto, OntarioM4Y 0G7 Canada | |
| (c) | Citizenship:
Mr. Salamon and Mr. Aharon are citizens of Canada, resident in Ontario | |
| (d) | Title of class of securities:
Common Shares | |
| (e) | CUSIP No.:
15117F500 | |
| 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);
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| (b) |  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
Amount beneficially owned:Rosalind Master Fund L.P. is the record owner of no common stock.Rosalind Opportunities Fund I L.P is the record owner of no common stock.Rosalind Advisors, Inc. is the investment advisor to RMF and may be deemed to be the beneficial owner of shares held by RMF. Steven Salamon is the portfolio manager of the Advisor and may be deemed to be the beneficial owner of shares held by RMF. Notwithstanding the foregoing, the Advisor and Mr. Salamon disclaim beneficial ownership of the shares. | |
| (b) | Percent of class:
Rosalind Advisors, Inc. ? 9.9%Rosalind Master Fund L.P. ? 7.7%Rosalind Opportunities Fund I L.P. - 2.6%Steven Salamon ? 9.9%Gilad Aharon ? 9.9% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Gilad Aharon ? 3,900 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| 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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. |
| 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.
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