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

Rhea-AI Filing Summary

Laurence W. Lytton filed an Amendment to Schedule 13G reporting beneficial ownership of warrants to acquire 51,391 shares of Cellectar Biosciences, Inc. common stock. The filing states these warrants represent 1.6% of the outstanding common stock, calculated using 3,192,040 shares outstanding reported by the issuer for the quarter ended June 30, 2025. The reporting person indicates sole voting and dispositive power over the 51,391 underlying shares and certifies the securities were not acquired to change or influence control of the issuer.

Positive

• Disclosure compliance: The reporting person filed an amended Schedule 13G dated 08/14/2025, stating ownership and powers.
• Non-controlling interest: The position is below 5% (1.6%), consistent with passive Schedule 13G reporting.

Negative

• None.

Insights

Securities Analyst

TL;DR: Small, passive stake disclosed via Schedule 13G amendment; represents 1.6% of the class and consists of warrants.

The filing reports beneficial ownership of 51,391 warrants exercisable into common shares, with sole voting and dispositive power claimed. The position is below the 5% threshold and is disclosed under Schedule 13G, indicating passive intent rather than an active control purpose. Materiality to shareholders is limited given the stake size, though warrant conversion timing and terms (not provided here) would determine actual equity impact.

Corporate Governance Expert

TL;DR: Disclosure aligns with Schedule 13G requirements; no governance change implied by this filing.

The reporting person certified that the holdings were not acquired to influence control, consistent with Schedule 13G treatment. The document provides clear voting and dispositive power statements. The filing lacks details on exercise conditions or expiration of the warrants, which are relevant for assessing future governance impact but are not included in this statement.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

Cellectar Biosciences, Inc.

(Name of Issuer)

Common Stock

(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

LYTTON LAURENCE W

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 51,391.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 51,391.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

51,391.00

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)

1.6 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The Common Stock beneficially owned by the reporting person consists of warrants to acquire 51,391 shares of Common Stock. Percentage calculated based on 3,192,040 shares of Common Stock outstanding as of August 12, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.

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: Laurence W. Lytton
(b)	Address or principal business office or, if none, residence: 467 Central Park West New York, NY 10025
(c)	Citizenship: USA
(d)	Title of class of securities: Common Stock
(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: 51,391
(b)	Percent of class: 1.6%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 51,391
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 51,391
	(iv) Shared power to dispose or to direct the disposition of: 0
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.
	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 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.

LYTTON LAURENCE W

Signature:	/s/ Laurence W. Lytton
Name/Title:	Reporting person
Date:	08/14/2025

FAQ

What stake in Cellectar Biosciences (CLRB) does Laurence W. Lytton report?

The filing reports beneficial ownership of warrants to acquire 51,391 shares, representing 1.6% of the class.

Are the reported securities common stock or warrants?

The filing states the beneficially owned securities consist of warrants to acquire 51,391 shares of common stock.

Does the filing indicate control or intent to influence the company?

No. The reporting person certified the securities were not acquired to change or influence control of the issuer.

What voting and disposition powers does the reporting person claim?

The filer reports sole voting power and sole dispositive power over the 51,391 underlying shares and no shared power.

What share count was used to calculate the 1.6% stake?

Percentage was calculated using 3,192,040 shares of common stock outstanding reported for the quarter ended June 30, 2025.