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

Rhea-AI Filing Summary

Cellectar Biosciences, Inc. Schedule 13G/A filing reports that ADAR1-related parties collectively beneficially own 2,962 shares of the issuer's common stock, representing approximately 0.1% of the 2,677,039 shares outstanding referenced from the issuer's July 2, 2025 prospectus. The holdings consist of 2,540 shares held by ADAR1 Partners, LP and 422 shares held by Spearhead Insurance Solutions IDF, LLC. ADAR1 Capital Management, its GP, and Daniel Schneeberger report indirect shared voting and dispositive power over these shares and state the securities were acquired in the ordinary course of business.

Positive

• Full disclosure of indirect beneficial ownership by ADAR1 entities and an individual manager, including split of holdings (2,540 and 422 shares)
• Statement that securities were acquired and are held in the ordinary course of business, indicating passive intent

Negative

• Stake size is immaterial (0.1% of outstanding), so filing does not reflect meaningful influence or control
• No additional detail on any changes in holdings since the referenced offering; limited insight into investment intent beyond the ordinary-course statement

Insights

Financial Analyst

TL;DR: Report discloses a small, non-controlling aggregate stake (0.1%) by ADAR1-related entities; no material change to ownership control.

The filing shows ADAR1-affiliated entities and Daniel Schneeberger may be deemed to indirectly beneficially own 2,962 shares, using the issuer's post-offering share count of 2,677,039. At ~0.1% ownership, this position is well below regulatory or market thresholds that typically signal influence or control and does not indicate an activist intent. The filing follows Schedule 13G disclosure conventions and affirms ordinary-course acquisition.

Corporate Governance Expert

TL;DR: Ownership and power are disclosed as shared and indirect; stakeholder remains a minor investor with no apparent control purpose.

The schedule identifies shared voting and dispositive power over the disclosed shares and clarifies roles: ADAR1 Capital Management as investment adviser, ADAR1 Capital Management GP as general partner, and Daniel Schneeberger as manager. The certification states the securities are held in the ordinary course and not for influence on control, consistent with a passive investor filing under Rule 13d-1(b). No group formation or control change is reported.

08/14/2025 - 07:39 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Cellectar Biosciences, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

15117F500

(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. 15117F500

1

Names of Reporting Persons

ADAR1 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

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,962.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,962.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,962.00

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)

0.1 %

12

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person: Includes (i) 2,540 shares of common stock, $0.00001 par value per share ("Shares") of Cellectar Biosciences, Inc. (the "Issuer"), held by ADAR1 Partners, LP and (ii) 422 Shares held by Spearhead Insurance Solutions IDF, LLC as of June 30, 2025. As the investment manager of ADAR1 Partners, LP and as the sub-advisor of Spearhead Insurance Solutions IDF, LLC, ADAR1 Capital Management, LLC may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP and Spearhead Insurance Solutions IDF, LLC. Based on 2,677,039 Shares outstanding following the closing of the offering ("Offering") disclosed in the Form 424B4 prospectus filed by the Issuer with the Securities and Exchange Commission on July 2, 2025 (assuming no exercise of the over-allotment option described therein and no exercise of any of the warrants in connection with the Offering).

SCHEDULE 13G

CUSIP No. 15117F500

1

Names of Reporting Persons

ADAR1 Capital Management GP, 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

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,540.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,540.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,540.00

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)

0.1 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Includes (i) 2,540 shares of common stock, $0.00001 par value per share ("Shares") of Cellectar Biosciences, Inc. (the "Issuer"), held by ADAR1 Partners, LP as of June 30, 2025. As the general partner of ADAR1 Partners, LP, ADAR1 Capital Management GP, LLC may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP. Based on 2,677,039 Shares outstanding following the closing of the offering ("Offering") disclosed in the Form 424B4 prospectus filed by the Issuer with the Securities and Exchange Commission on July 2, 2025 (assuming no exercise of the over-allotment option described therein and no exercise of any of the warrants in connection with the Offering).

SCHEDULE 13G

CUSIP No. 15117F500

1

Names of Reporting Persons

Daniel Schneeberger

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

SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,962.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,962.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,962.00

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)

0.1 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Includes (i) 2,540 shares of common stock, $0.00001 par value per share ("Shares") of Cellectar Biosciences, Inc. (the "Issuer"), held by ADAR1 Partners, LP and (ii) 422 Shares held by Spearhead Insurance Solutions IDF, LLC as of June 30, 2025. As the manager of ADAR1 Capital Management, LLC and ADAR1 Capital Management GP, LLC, Mr. Schneeberger may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP and Spearhead Insurance Solutions IDF, LLC. Based on 2,677,039 Shares outstanding following the closing of the offering ("Offering") disclosed in the Form 424B4 prospectus filed by the Issuer with the Securities and Exchange Commission on July 2, 2025 (assuming no exercise of the over-allotment option described therein and no exercise of any of the warrants in connection with the Offering).

SCHEDULE 13G

CUSIP No. 15117F500

1

Names of Reporting Persons

ADAR1 Partners, LP

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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 %

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 FLORHAM PARK, NJ, 07932
Item 2.
(a)	Name of person filing: This Schedule is being filed on behalf of each of the following persons (each, a "Reporting Person" and collectively, the "Reporting Persons"): (i) ADAR1 Capital Management, LLC ("ADAR1 Capital Management"); (ii) ADAR1 Capital Management GP, LLC ("ADAR1 General Partner"); (iii) Daniel Schneeberger ("Mr. Schneeberger"); and (iv) ADAR1 Partners, LP.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is 3503 Wild Cherry Drive, Building 9, Austin, Texas 78738.
(c)	Citizenship: (i) ADAR1 Capital Management is a Texas limited liability company; (ii) ADAR1 General Partner is a Texas limited liability company; (iii) Mr. Schneeberger is a citizen of Switzerland; and (iv) ADAR1 Partners LP, is a Delaware limited partnership.
(d)	Title of class of securities: Common Stock, $0.00001 par value per share
(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: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(b)	Percent of class: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
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. Mr. Schneeberger is filing this Schedule 13G as a control person in respect of shares beneficially owned by ADAR1 Capital Management, an investment adviser as described in SS 240.13d-1(b)(1)(ii)(E).
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.

ADAR1 Capital Management, LLC

Signature:	/s/ Daniel Schneeberger
Name/Title:	Daniel Schneeberger, Manager
Date:	08/14/2025

ADAR1 Capital Management GP, LLC

Signature:	/s/ Daniel Schneeberger
Name/Title:	Daniel Schneeberger, Manager
Date:	08/14/2025

Daniel Schneeberger

Signature:	/s/ Daniel Schneeberger
Name/Title:	Daniel Schneeberger, in his individual capacity
Date:	08/14/2025

ADAR1 Partners, LP

Signature:	/s/ Daniel Schneeberger
Name/Title:	Manager of ADAR1 Capital Management GP, LLC, the General Partner of ADAR1 Partners, LP
Date:	08/14/2025

FAQ

How many Cellectar Biosciences (CLRB) shares do ADAR1-related parties report owning?

They report beneficial ownership of 2,962 shares in aggregate (2,540 held by ADAR1 Partners, LP and 422 held by Spearhead Insurance Solutions IDF, LLC).

What percent of CLRB does 2,962 shares represent according to the filing?

The filing states this equals approximately 0.1% of the 2,677,039 shares outstanding referenced from the issuer's July 2, 2025 prospectus.

Do ADAR1 entities claim voting or dispositive power over the reported CLRB shares?

Yes, ADAR1 Capital Management and Daniel Schneeberger report shared voting and shared dispositive power over the 2,962 shares; sole powers are reported as 0.

Was the Schedule 13G/A filing consistent with a passive investor disclosure?

Yes; the filing includes a certification that the securities were acquired and are held in the ordinary course of business and not to influence control of the issuer.

Which documents did the filing reference to determine the share count?

The filing references the issuer's Form 424B4 prospectus filed July 2, 2025 for the post-offering share count of 2,677,039.