Cellectar Biosciences, Inc. ownership disclosure: Stonepine entities and Jon M. Plexico report beneficial ownership of 863,277 shares of Common Stock, representing 9.9% of the class.
The filing states the holdings comprise 196,930 shares plus prefunded warrants to acquire 912,075 shares (the warrants are "subject to a 9.99% beneficial ownership limitation"). The percent is calculated using 7,975,069 shares outstanding as of May 4, 2026, which the filing ties to a registered offering and a private placement closed on May 4, 2026.
Positive
None.
Negative
None.
Insights
Large holder reports a near-10% stake anchored by warrants and common shares.
Stonepine and affiliated entities report shared voting and dispositive power over 863,277 shares (9.9%) based on May 4, 2026 outstanding share calculations. The position combines 196,930 common shares and prefunded warrants for 912,075 shares, with the filing noting the warrants are "subject to a 9.99% beneficial ownership limitation."
The economic and voting picture depends on how the prefunded warrants are treated under the limitation; subsequent filings or exercises could change % ownership. Cash-flow treatment and planned dispositions are not stated in the excerpt; future filings may clarify any transfers or exercises.
Key Figures
Reported beneficially owned:863,277 sharesPercent of class:9.9%Shares outstanding (calculation base):7,975,069 shares+4 more
7 metrics
Reported beneficially owned863,277 sharesAmount reported for Stonepine entities and Jon M. Plexico
Percent of class9.9%Percent calculated on shares outstanding as of <date>May 4, 2026</date>
Shares outstanding (calculation base)7,975,069 sharesShares outstanding used to compute percent, as of <date>May 4, 2026</date>
Common shares held196,930 sharesDirect common shares component of the reported position
Prefunded warrants912,075 warrantsWarrants to acquire Common Stock, subject to a 9.99% limitation
Post-offering outstanding (component)5,858,182 sharesOutstanding following the registered offering on <date>May 4, 2026</date>
Private placement shares2,116,887 sharesShares issued in a private placement on <date>May 4, 2026</date>
Key Terms
prefunded warrants, beneficial ownership limitation, shared dispositive power
3 terms
prefunded warrantsfinancial
"prefunded warrants to acquire 912,075 shares of Common Stock"
Prefunded warrants are a security that gives the holder the right to convert the warrant into a share after paying a very small remaining amount because almost the full purchase price was paid upfront. They matter to investors because exercising them increases the company’s outstanding shares (dilution) and can provide immediate cash to the issuer while allowing holders to bypass ownership limits or simplify timing, similar to buying a nearly-complete gift card that only needs a tiny top-up to use.
beneficial ownership limitationregulatory
"warrants are subject to a 9.99% beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
shared dispositive powerfinancial
"Shared Dispositive Power 863,277.00"
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
(Title of Class of Securities)
15117F880
(CUSIP Number)
05/04/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
15117F880
1
Names of Reporting Persons
Stonepine 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
863,277.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
863,277.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
863,277.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: The securities beneficially owned by the reporting persons consist of (1) 196,930 shares of Common Stock, and (2) prefunded warrants to acquire 912,075 shares of Common Stock, which warrants are subject to a 9.99% beneficial ownership limitation. The percentage reported herein is calculated based on 7,975,069 shares of Common Stock outstanding as of May 4, 2026, consisting of 5,858,182 shares of Common Stock outstanding following the closing of the registered offering of the Issuer's shares on May 4, 2026, and 2,116,887 shares of Common Stock issued by the Issuer in a private placement on May 4, 2026, as reported in the Form 8-K filed by the Issuer on May 8, 2026.
SCHEDULE 13G
CUSIP Number(s):
15117F880
1
Names of Reporting Persons
Stonepine Capital, L.P.
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
863,277.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
863,277.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
863,277.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The securities beneficially owned by the reporting persons consist of (1) 196,930 shares of Common Stock, and (2) prefunded warrants to acquire 912,075 shares of Common Stock, which warrants are subject to a 9.99% beneficial ownership limitation. The percentage reported herein is calculated based on 7,975,069 shares of Common Stock outstanding as of May 4, 2026, consisting of 5,858,182 shares of Common Stock outstanding following the closing of the registered offering of the Issuer's shares on May 4, 2026, and 2,116,887 shares of Common Stock issued by the Issuer in a private placement on May 4, 2026, as reported in the Form 8-K filed by the Issuer on May 8, 2026.
SCHEDULE 13G
CUSIP Number(s):
15117F880
1
Names of Reporting Persons
Stonepine 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
863,277.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
863,277.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
863,277.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The securities beneficially owned by the reporting persons consist of (1) 196,930 shares of Common Stock, and (2) prefunded warrants to acquire 912,075 shares of Common Stock, which warrants are subject to a 9.99% beneficial ownership limitation. The percentage reported herein is calculated based on 7,975,069 shares of Common Stock outstanding as of May 4, 2026, consisting of 5,858,182 shares of Common Stock outstanding following the closing of the registered offering of the Issuer's shares on May 4, 2026, and 2,116,887 shares of Common Stock issued by the Issuer in a private placement on May 4, 2026, as reported in the Form 8-K filed by the Issuer on May 8, 2026.
SCHEDULE 13G
CUSIP Number(s):
15117F880
1
Names of Reporting Persons
Jon M. Plexico
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
863,277.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
863,277.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
863,277.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The securities beneficially owned by the reporting persons consist of (1) 196,930 shares of Common Stock, and (2) prefunded warrants to acquire 912,075 shares of Common Stock, which warrants are subject to a 9.99% beneficial ownership limitation. The percentage reported herein is calculated based on 7,975,069 shares of Common Stock outstanding as of May 4, 2026, consisting of 5,858,182 shares of Common Stock outstanding following the closing of the registered offering of the Issuer's shares on May 4, 2026, and 2,116,887 shares of Common Stock issued by the Issuer in a private placement on May 4, 2026, as reported in the Form 8-K filed by the Issuer on May 8, 2026.
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:
Stonepine Capital Management, LLC, a Delaware limited liability company ("Stonepine")
Stonepine Capital, L.P., a Delaware limited partnership (the "Partnership")
Stonepine GP, LLC, a Delaware limited liability company (the "General Partner")
Jon M. Plexico
Stonepine and the General Partner are the investment adviser and general partner, respectively, of the Partnership. Mr. Plexico is the control person of Stonepine and the General Partner. The reporting persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of Ordinary Shares except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of the Partnership should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any Ordinary Shares covered by this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
2900 NW Clearwater Drive, Suite 100-11, Bend OR 97703
(c)
Citizenship:
See Item 4 of the cover sheet for each reporting person.
(d)
Title of class of securities:
Common Stock
(e)
CUSIP Number(s):
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:
Stonepine: 863,277
Partnership: 863,277
General Partner: 863,277
Jon M. Plexico: 863,277
(b)
Percent of class:
Stonepine: 9.9%
Partnership: 9.9%
General Partner: 9.9%
Jon M. Plexico: 9.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Stonepine: 0
Partnership: 0
General Partner: 0
Jon M. Plexico: 0
(ii) Shared power to vote or to direct the vote:
Stonepine: 863,277
Partnership: 863,277
General Partner: 863,277
Jon M. Plexico: 863,277
(iii) Sole power to dispose or to direct the disposition of:
Stonepine: 0
Partnership: 0
General Partner: 0
Jon M. Plexico: 0
(iv) Shared power to dispose or to direct the disposition of:
Stonepine: 863,277
Partnership: 863,277
General Partner: 863,277
Jon M. Plexico: 863,277
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Partnership holds shares for the benefit of its investors and has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares.
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.
Stonepine Capital Management, LLC
Signature:
/s/ Jon M. Plexico
Name/Title:
Managing Member
Date:
05/11/2026
Stonepine Capital, L.P.
Signature:
/s/ Jon M. Plexico
Name/Title:
Managing Member of the General Partner, Stonepine GP, LLC
Date:
05/11/2026
Stonepine GP, LLC
Signature:
/s/ Jon M. Plexico
Name/Title:
Managing Member
Date:
05/11/2026
Jon M. Plexico
Signature:
/s/ Jon M. Plexico
Name/Title:
Reporting person
Date:
05/11/2026
Exhibit Information
EXHIBIT 99 - AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G
What stake does Stonepine report in Cellectar Biosciences (CLRB)?
Stonepine and affiliated filers report beneficial ownership of 863,277 shares, equal to 9.9% of the class based on May 4, 2026 outstanding share calculations described in the filing.
How is the reported 9.9% ownership in CLRB calculated?
The percentage uses 7,975,069 shares outstanding as of May 4, 2026, which the filing links to 5,858,182 shares following a registered offering and 2,116,887 shares issued in a private placement on that date.
What securities comprise Stonepine's position in CLRB?
The filing states the position includes 196,930 shares of Common Stock plus prefunded warrants to acquire 912,075 shares, with the warrants "subject to a 9.99% beneficial ownership limitation."
Do the filers claim sole voting or dispositive power over CLRB shares?
No. The filing reports 0 shares of sole voting or sole dispositive power and states 863,277 shares of shared voting power and shared dispositive power for each reporting person.
