[SCHEDULE 13G/A] Cellectar Biosciences INC NEW SEC Filing

Rhea-AI Filing Summary

Cellectar Biosciences, Inc. (CLRB) disclosure shows that Nantahala Capital Management, LLC and two individuals, Wilmot B. Harkey and Daniel Mack, may be deemed beneficial owners of 1,109 shares of the company’s common stock, representing 0.06% of the class. The shares are held by funds and separately managed accounts under Nantahala's control and the Reporting Persons report shared voting and dispositive power over those 1,109 shares. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of influencing control.

Positive

• Disclosure of ownership by an investment adviser provides transparency to the market
• Position is small (1,109 shares; 0.06%), indicating no controlling intent
• Certifies holdings are in the ordinary course of business, not acquired to influence control

Negative

• None.

Insights

Financial Analyst

TL;DR Nantahala reports a small, non-controlling stake of 1,109 shares (0.06%) held across funds and accounts.

The position size is immaterial to company control or near-term market impact. Shared voting and dispositive power indicates the stake is managed at the adviser/fund level rather than held outright by a single individual. This is a routine disclosure under Schedule 13G, consistent with ownership "in the ordinary course of business." No changes to capital structure, financing, or operating metrics are disclosed.

Corporate Governance Expert

TL;DR Reporting shows non-control ownership and affirms no intent to influence management or control.

The filing classifies the reporting persons as an investment adviser and control persons for purposes of reporting beneficial ownership of the same assets. The statement that the securities were not acquired to influence control is a standard certification for Schedule 13G filings. Given the 0.06% stake and shared powers, this disclosure does not indicate governance changes or proxy implications.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Cellectar Biosciences, Inc.

(Name of Issuer)

Common stock, par value $0.00001

(Title of Class of Securities)

15117F880

(CUSIP Number)

06/30/2025

(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

Nantahala Capital Management, 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

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,109.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,109.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,109.00

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)

0.06 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 15117F880

1

Names of Reporting Persons

Wilmot B. Harkey

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 1,109.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,109.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,109.00

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)

0.06 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. 15117F880

1

Names of Reporting Persons

Daniel Mack

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 1,109.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,109.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,109.00

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)

0.06 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Cellectar Biosciences, Inc.
(b)	Address of issuer's principal executive offices: 100 CAMPUS DRIVE FLORHAM PARK, NEW JERSEY, 07932
Item 2.
(a)	Name of person filing: (1) Nantahala Capital Management, LLC ("Nantahala") (2) Wilmot B. Harkey (3) Daniel Mack (together the "Reporting Persons")
(b)	Address or principal business office or, if none, residence: 130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)	Citizenship: (1) Nantahala is a Massachusetts limited liability company. (2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(d)	Title of class of securities: Common stock, par value $0.00001
(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: As of June 30, 2025, Nantahala may be deemed to be the beneficial owner of 1,109 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares.
(b)	Percent of class: As of June 30, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding: (1) Nantahala Capital Management, LLC ("Nantahala") : 0.06% (2) Wilmot B. Harkey: 0.06% (3) Daniel Mack: 0.06%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares. (2) Wilmot B. Harkey: 0 Shares. (3) Daniel Mack: 0 Shares.
	(ii) Shared power to vote or to direct the vote: (1) Nantahala Capital Management, LLC ("Nantahala") : 1,109 Shares. (2) Wilmot B. Harkey: 1,109 Shares. (3) Daniel Mack: 1,109 Shares.
	(iii) Sole power to dispose or to direct the disposition of: (1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares. (2) Wilmot B. Harkey: 0 Shares. (3) Daniel Mack: 0 Shares.
	(iv) Shared power to dispose or to direct the disposition of: (1) Nantahala Capital Management, LLC ("Nantahala") : 1,109 Shares. (2) Wilmot B. Harkey: 1,109 Shares. (3) Daniel Mack: 1,109 Shares.
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.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
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.

Nantahala Capital Management, LLC

Signature:	/s/ Taki Vasilakis
Name/Title:	Taki Vasilakis / Chief Compliance Officer
Date:	08/14/2025

Wilmot B. Harkey

Signature:	/s/ Wilmot B. Harkey
Name/Title:	Wilmot B. Harkey
Date:	08/14/2025

Daniel Mack

Signature:	/s/ Daniel Mack
Name/Title:	Daniel Mack
Date:	08/14/2025

FAQ

How many Cellectar Biosciences (CLRB) shares does Nantahala Capital report owning?

The filing reports 1,109 shares beneficially owned, representing 0.06% of the class.

Do the reporting persons claim voting or dispositive control over the CLRB shares?

The reporting persons report 0 sole voting power and 1,109 shared voting power; likewise 0 sole dispositive and 1,109 shared dispositive power.

Was the CLRB position acquired to influence company control?

The filing includes a certification that the securities were acquired and are held in the ordinary course of business and were not acquired to change or influence control.

Which individuals are named as reporting persons alongside Nantahala Capital?

The filing names Wilmot B. Harkey and Daniel Mack as reporting persons associated with Nantahala.

What classification is Nantahala Capital under the Schedule 13G filing?

Nantahala is identified as an investment adviser and the individuals are noted as control persons for reporting purposes.