Cellectar Biosciences, Inc. (CLRB) received an Amendment No. 1 to a Schedule 13G from Hexstone Capital LLC and its managing member Brendan O’Neil, updating their ownership. The filing states this is an exit filing because each reporting person now beneficially owns less than five percent of Cellectar’s common stock.
The reporting persons disclose beneficial ownership of 216,130 shares of common stock, representing 4.9%–4.99% of the class, based on 4,240,134 shares outstanding as of November 21, 2025. This includes 125,000 shares of common stock and 91,130 shares issuable upon exercise of Series A warrants, with additional warrant shares blocked by a 4.99% beneficial ownership limitation. Hexstone holds the shares directly; O’Neil may be deemed to beneficially own them through Hexstone. The filers certify the securities are not held to change or influence control of the company.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Cellectar Biosciences, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
15117F880
(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.
15117F880
1
Names of Reporting Persons
Hexstone Capital LLC
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
NEVADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
216,130.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
216,130.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
216,130.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No.1 to Statement on Schedule 13G (this ''Amendment No. 1''), such shares and percentage are based on 4,240,134 shares of common stock, par value $0.00001 per share, of the issuer (the ''Common Stock'') outstanding as of November 21, 2025, as disclosed in the issuer's prospectus, dated November 21, 2025, to the registration statement on Form S-1 (File No. 333-290971), which became effective on November 9, 2025 (the ''Prospectus''). Beneficial ownership consists of 125,000 shares of Common Stock and 91,130 shares of Common Stock issuable upon exercise of Series A common stock purchase warrants (the ''Warrants'') directly held by the reporting person, further exercises of which are subject to a 4.99% beneficial ownership limitation provision (the ''Blocker''). As a result, this constitutes an exit filing for the reporting person.
SCHEDULE 13G
CUSIP No.
15117F880
1
Names of Reporting Persons
Brendan O'Neil
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
216,130.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
216,130.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
216,130.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 1, such shares and percentage are based on 4,240,134 shares of Common Stock outstanding as of November 21, 2025, as disclosed in the Prospectus. Beneficial ownership consists of 125,000 shares of Common Stock and 91,130 shares of Common Stock issuable upon exercise of the Warrants indirectly held by the reporting person, further exercises of which are subject to a Blocker. As a result, this constitutes an exit filing for the reporting person.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Cellectar Biosciences, Inc.
(b)
Address of issuer's principal executive offices:
100 Campus Drive, Florham Park, NJ 07932
Item 2.
(a)
Name of person filing:
(i) Hexstone Capital LLC, a Nevada limited liability company ("Hexstone"); and
(ii) Brendan O'Neil ("Mr. O'Neil").
The foregoing persons are hereinafter collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Statement on Schedule 13G filed with the the U.S Securities and Exchange Commission (the "SEC") on August 8, 2025 (the "Schedule 13G"), pursuant to which such Reporting Persons have agreed to file this Amendment No. 1 and all subsequent amendments to the Schedule 13G and this Amendment No. 1 jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Amendment No. 1 should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 3053 Fillmore St, Suite 303, San Francisco, CA 94123.
(c)
Citizenship:
Hexstone is a limited liability company organized under the laws of the State of Nevada. Mr. O'Neil is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.00001 per share
(e)
CUSIP No.:
15117F880
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:
The purpose of this Amendment No. 1 is to amend and supplement the Schedule 13G in order to update the beneficial ownership information on the cover pages and in Item 4 in the Schedule 13G, including to indicate that each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock and to amend Item 5 of the Schedule 13G accordingly. This Amendment No. 1 constitutes an exit filing for each of the Reporting Persons. The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Amendment No. 1 and is incorporated herein by reference for each such Reporting Person.
The share amounts and ownership percentages reported (i) are based on 4,240,134 shares of Common Stock outstanding as of November 21, 2025, as disclosed in the Prospectus, and (ii) do not give full effect to the exercise of the Warrants indirectly held by Hexstone, which are subject to a Blocker. Hexstone holds (i) 125,000 shares of Common Stock and (ii) Warrants exercisable for up to 150,000 shares of Common Stock, of which 58,870 shares of Common Stock issuable upon exercise of the Warrants are not deemed beneficially owned by Hexstone as a result of triggering the Blocker in the Warrants, which prohibits Hexstone from exercising the Warrants for shares of Common Stock if, as a result of such exercise, the holder thereof, together with its affiliates and any persons acting as a group together with such holder or any of such affiliates, would beneficially own more than 4.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to any such exercise.
Consequently, Hexstone is the beneficial owner of 216,130 shares of Common Stock (the "Shares"). Hexstone has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by its managing member, Mr. O'Neil. Mr. O'Neil does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. O'Neil may be deemed to beneficially own the Shares which are beneficially owned by Hexstone.
(b)
Percent of class:
4.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(A) Hexstone: 0.00
(B) Mr. O'Neil: 0.00
(ii) Shared power to vote or to direct the vote:
(A) Hexstone: 216,130.00
(B) Mr. O'Neil: 216,130.00
(iii) Sole power to dispose or to direct the disposition of:
(A) Hexstone: 0.00
(B) Mr. O'Neil: 0.00
(iv) Shared power to dispose or to direct the disposition of:
(A) Hexstone: 216,130.00
(B) Mr. O'Neil: 216,130.00
Item 5.
Ownership of 5 Percent or Less of a Class.
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.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed with the Schedule 13G.
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 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.
Hexstone Capital LLC
Signature:
/s/ Hexstone Capital LLC
Name/Title:
Brendan O'Neil, Managing Member
Date:
02/04/2026
Brendan O'Neil
Signature:
/s/ Brendan O'Neil
Name/Title:
Brendan O'Neil
Date:
02/04/2026
Comments accompanying signature: LIST OF EXHIBITS Exhibit No. 1 - Joint Filing Agreement, dated August 8, 2025 (incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the SEC on August 8, 2025).
What does the Cellectar (CLRB) Schedule 13G/A filing report?
The Schedule 13G/A reports that Hexstone Capital LLC and Brendan O’Neil now beneficially own under five percent of Cellectar’s common stock. It updates prior disclosures and is expressly described as an exit filing for both reporting persons.
How many Cellectar (CLRB) shares do Hexstone and Brendan O’Neil report owning?
They report beneficial ownership of 216,130 Cellectar common shares. This consists of 125,000 common shares plus 91,130 shares issuable upon exercise of Series A warrants, all treated as beneficially owned under SEC Rule 13d-3 standards.
What percentage of Cellectar (CLRB) does Hexstone’s 216,130 shares represent?
The filing states their 216,130 beneficially owned shares represent approximately 4.9%–4.99% of Cellectar’s common stock. That percentage is calculated using 4,240,134 shares outstanding as of November 21, 2025, as disclosed in Cellectar’s prospectus.
How do Cellectar (CLRB) warrants affect Hexstone’s reported ownership?
Hexstone holds warrants exercisable for up to 150,000 Cellectar shares, but only 91,130 warrant shares are counted as beneficially owned. A 4.99% ownership blocker prevents exercising additional warrants that would push beneficial ownership above that threshold.
What is the relationship between Hexstone Capital and Brendan O’Neil in this Cellectar filing?
Hexstone Capital LLC directly holds the Cellectar securities, and Brendan O’Neil is its managing member. Under SEC Rule 13d-3, O’Neil may be deemed to beneficially own the same shares through Hexstone’s holdings, so both report identical ownership.
Does the Cellectar (CLRB) 13G/A filing indicate any intent to influence control?
No. The reporting persons certify the securities were not acquired and are not held to change or influence control of Cellectar. They also state the holdings are not part of any control-related transaction, consistent with the passive nature of a Schedule 13G.
