[SCHEDULE 13G] Cellectar Biosciences INC NEW SEC Filing

Rhea-AI Filing Summary

Cellectar Biosciences, Inc. is reported to have Hexstone Capital LLC and Brendan O'Neil as joint reporting persons that beneficially own 150,000 shares of common stock, representing 5.6% of the outstanding shares used for this calculation. The percentage is calculated on a post-offering share count of 2,677,039 shares disclosed in the issuer's prospectus. Hexstone also holds 150,000 warrants exercisable for common stock, but those warrants are not included in the ownership total because they are subject to a 4.99% ownership limitation that blocks exercise if it would increase beneficial ownership above that threshold. Mr. O'Neil is the managing member of Hexstone and may be deemed to beneficially own the shares held by Hexstone; he does not directly own the shares. The filing includes a certification that the securities were not acquired to change or influence control of the issuer.

Positive

• Material ownership disclosed: Reporting persons disclose beneficial ownership of 150,000 shares representing 5.6% of the used outstanding share count.
• Transparency on warrants: The filing clearly states Hexstone holds 150,000 warrants and explains why those warrants are not included due to a 4.99% ownership limitation.

Negative

• Exercise restriction: The warrants are subject to a 4.99% blocker, preventing Hexstone from increasing its stake via warrant exercise above that threshold.

Insights

Financial Analyst

TL;DR: Hexstone reports a passive 5.6% stake (150,000 shares) in CLRB; 150,000 related warrants exist but are blocked by a 4.99% limiter.

The Schedule 13G discloses a material passive stake above the 5% reporting threshold, calculated on 2,677,039 shares outstanding following the referenced offering. The report is explicit that warrants held by Hexstone are constrained by a 4.99% blocker and therefore are not included in the reported beneficial ownership. The filing also states that Mr. O'Neil, as Hexstone's managing member, may be deemed to beneficially own Hexstone's shares while not directly owning them. This is a straightforward, non-activist disclosure of ownership rather than a strategic transaction or corporate action.

Impact assessment: Impactful as a disclosure of >5% ownership but neutral in tone and intent.

Corporate Governance Expert

TL;DR: Joint filing shows shared voting and dispositive power over 150,000 CLRB shares; warrants contain an exercise blocker limiting additional ownership.

The filing documents shared voting and dispositive power for both Hexstone and Brendan O'Neil over 150,000 shares and references a Joint Filing Agreement. It explicitly identifies a 4.99% beneficial ownership limitation on warrants that prevents those warrants from being treated as exercisable for beneficial ownership calculations. The statement includes the certification that the position was not acquired to influence control, reinforcing its characterization as passive under reporting rules. The disclosure practices and Rule 13d-3 references are consistent with proper reporting of a significant passive holder.

Impact assessment: Impactful for disclosure and governance transparency; not an activist engagement.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Cellectar Biosciences, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

15117F880

(CUSIP Number)

07/02/2025

(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 150,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 150,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

150,000.00

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)

5.6 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: As more fully described in Item 4 of this Statement on Schedule 13G (this ''Schedule 13G''), such shares and percentage (i) are based on 2,677,039 shares of common stock, par value $0.00001 per share, of the issuer (the ''Common Stock'') outstanding following the closing of the offering (''Offering'') disclosed in the issuer's prospectus, dated July 1, 2025, to the registration statement on Form S-1, as amended (File No. 333-288333), declared effective by the U.S Securities and Exchange Commission on July 1, 2025 (the ''Prospectus'') (assuming no exercise of the over-allotment option described therein and no exercise of any of the warrants issued in connection with the Offering) and (ii) give no effect to the exercise of any Series A common stock purchase warrants (the ''Warrants'') directly held by the reporting person, which are subject to a 4.99% beneficial ownership limitation provision (the ''Blocker'').

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 150,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 150,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

150,000.00

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)

5.6 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: As more fully described in Item 4 of this Schedule 13G, such shares and percentage (i) are based on 2,677,039 shares of Common Stock outstanding following the closing of the Offering disclosed in the Prospectus (assuming no exercise of the over-allotment option described therein and no exercise of any of the warrants issued in connection with the Offering) and (ii) give no effect to the exercise of any Warrants indirectly held by the reporting person, which are subject to a Blocker.

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 this Schedule 13G, pursuant to which such Reporting Persons have agreed to file this Schedule 13G and all subsequent amendments to the Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. The filing of this Schedule 13G 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 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 Schedule 13G and is incorporated herein by reference for each such Reporting Person. The share amounts and ownership percentages reported (i) are based on 2,677,039 shares of Common Stock outstanding following the closing of the Offering disclosed in the Prospectus (assuming no exercise of the over-allotment option described therein and no exercise of any of the warrants issued in connection with the Offering) and (ii) give no effect to the exercise of any Warrants indirectly held by Hexstone, which are subject to a Blocker. Hexstone holds (i) 150,000 shares of Common Stock and (ii) 150,000 Warrants exercisable for up to 150,000 shares of Common Stock, none of which are 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 150,000 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: 5.6%
(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: 150,000.00 (B) Mr. O'Neil: 150,000.00
	(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: 150,000.00 (B) Mr. O'Neil: 150,000.00
Item 5.	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)(K), so indicate under Item 3(k) 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 herewith.
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 of Hexstone Capital LLC
Date:	08/08/2025

Brendan O'Neil

Signature:	/s/ Brendan O'Neil
Name/Title:	Brendan O'Neil
Date:	08/08/2025

Comments accompanying signature: See Exhibit 1 filed herewith.

FAQ

Who filed the Schedule 13G for Cellectar Biosciences (CLRB)?

The filing was made by Hexstone Capital LLC and Brendan O'Neil as joint reporting persons.

How many CLRB shares does Hexstone report beneficially owning and what percent is that?

Hexstone reports beneficial ownership of 150,000 shares, representing 5.6% of the share base used in the filing.

Are any warrants included in the reported beneficial ownership for CLRB?

No. Hexstone holds 150,000 warrants, but they are not included because a 4.99% ownership limitation prevents exercise that would exceed that threshold.

Does Brendan O'Neil directly own the reported CLRB shares?

The filing states Mr. O'Neil does not directly own the shares but, as managing member of Hexstone, may be deemed to beneficially own the shares held by Hexstone.

Is the reported stake intended to influence control of Cellectar Biosciences (CLRB)?

The filing includes a certification that the securities were not acquired to change or influence control of the issuer.