Cellectar Biosciences, Inc. received an amended Schedule 13G showing that investment entities associated with Rosalind Advisors, Inc. report beneficial ownership tied to up to 247,715 common shares, representing 5.5% of the class, as of an event date of 12/31/2025.
The percentage is based on 4,240,134 common shares outstanding as of November 10, 2025. The filing explains that this figure reflects shares issuable upon full conversion of preferred stock and exercise of warrants, but actual ownership is contractually capped by blockers limiting conversions above 9.99% and warrant exercises above 4.99% of outstanding common stock.
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FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake in Cellectar Biosciences (CLRB) does the Rosalind group report?
The Rosalind group reports beneficial ownership linked to 247,715 Cellectar common shares, or 5.5% of the class. This percentage is calculated against 4,240,134 shares outstanding as of November 10, 2025, and reflects securities issuable upon conversion and exercise, subject to contractual ownership blockers.
Which entities are included in the Rosalind group in this Cellectar (CLRB) Schedule 13G/A?
The filing names Rosalind Advisors, Inc., Rosalind Master Fund L.P., Rosalind Opportunities Fund I L.P., Steven Salamon, and Gilad Aharon as reporting persons. Rosalind Advisors acts as investment adviser to the funds, and Salamon and Aharon are portfolio managers associated with the adviser.
How is the 5.5% Cellectar (CLRB) ownership percentage calculated in the filing?
The 5.5% figure is based on 4,240,134 Cellectar common shares outstanding as of November 10, 2025. The filing notes this share count comes from Cellectar’s Form 10-Q filed November 13, 2025, and incorporates preferred shares converted by Rosalind Master Fund L.P.
What are the ownership blockers described in the Cellectar (CLRB) Schedule 13G/A?
The filing describes preferred stock and warrant blockers that limit the group’s beneficial ownership. Preferred stock cannot be converted above 9.99% ownership, and warrants cannot be exercised above 4.99%, so the group cannot fully convert or exercise all reported securities at once.
Do Rosalind Advisors and Steven Salamon claim full beneficial ownership of Cellectar (CLRB) shares?
No. Rosalind Advisors, Inc. and Steven Salamon state they may be deemed beneficial owners but expressly disclaim beneficial ownership of the shares. Rosalind Advisors serves as investment adviser, and Salamon is its portfolio manager, overseeing positions held by the funds.
Does the Rosalind group indicate any intent to influence control of Cellectar Biosciences (CLRB)?
The certification states the securities were acquired and are held in the ordinary course of business. It further notes they were not acquired and are not held for the purpose of changing or influencing control of Cellectar, aside from activities tied to a specific nomination rule cited.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
Cellectar Biosciences, Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
15117F500
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
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
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
247,715.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
247,715.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
247,715.00
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)
5.5 %
12
Type of Reporting Person (See Instructions)
Comment for Type of Reporting Person: This percentage is calculated based upon 4,240,134 shares of the Issuer's common stock outstanding as of November 10, 2025, in accordance with Issuer's 10-Q filed on November 13, 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 Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (the Warrant Blockers and collectively with the Preferred Stock Blockers, the 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.
SCHEDULE 13G
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
247,715.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
247,715.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
247,715.00
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)
5.5 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
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:
5
Sole Voting Power
130.00
6
Shared Voting Power
247,715.00
7
Sole Dispositive Power
130.00
8
Shared Dispositive Power
247,715.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
247,715.00
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)
5.5 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
185,036.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
185,036.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
185,036.00
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)
4.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
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
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
62,678.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
62,678.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
62,678.00
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)
1.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
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, residence
Rosalind Advisors, Inc. and Rosalind Opportunities Fund I L.P.
15 Wellesley Street West
Suite 326
Toronto, Ontario
M4Y 0G7 Canada
Rosalind Master Fund L.P.
P.O. Box 309
Ugland House, Grand Cayman
KY1-1104, Cayman Islands
Steven Salamon
15 Wellesley Street West
Suite 326
Toronto, Ontario
M4Y 0G7 Canada
Gilad Aharon
15 Wellesley Street West
Suite 326
Toronto, Ontario
M4Y 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);
(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:
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. 5.5? %
Rosalind Master Fund L.P. ? 4.1%
Rosalind Opportunities Fund I L.P. - 1.4%
Steven Salamon ? 5.5%
Gilad Aharon ? 5.5%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Gilad Aharon ? 130
(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:
Gilad Aharon ? 130
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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
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.
Rosalind Advisors, Inc.
Signature:
Steven Salamon
Name/Title:
President
Date:
02/10/2026
SALAMON STEVEN A J
Signature:
Steven Salamon
Name/Title:
Steven Salamon
Date:
02/10/2026
Aharon Gil
Signature:
Gil Aharon
Name/Title:
Gil Aharon
Date:
02/10/2026
Rosalind Master Fund L.P.
Signature:
Mike McDonald
Name/Title:
Director, Rosalind (Cayman) Ltd. (as General Partner to Rosalind Master Fund)
Date:
02/10/2026
Rosalind Opportunities Fund I L.P.
Signature:
Steven Salamon
Name/Title:
Director, Rosalind Opportunities Fund I GP. Inc. (as General Partners to Rosalind Opportunities Fund I)
