Cellectar Biosciences (CLRB) investor discloses 9.99% stake via stock and warrants

Rhea-AI Filing Summary

StemPoint Capital LP, StemPoint Capital Management GP LLC, and Michelle Ross report beneficial ownership of Cellectar Biosciences common stock. They may be deemed to beneficially own 845,740 shares of common stock, including shares issuable upon exercise of pre-funded warrants, representing 9.99% of the class.

The position consists of 354,938 shares of common stock and 490,802 shares issuable upon exercise of pre-funded warrants that are subject to a 9.99% Beneficial Ownership Limitation. Ownership is reported as shared voting power over 779,976 shares and shared dispositive power over 845,740 shares, based on 7,975,069 shares outstanding as of June 2, 2026 plus the exercisable warrant shares.

Key Figures

Beneficially owned shares: 845,740 shares Ownership percentage: 9.99% Outstanding shares baseline: 7,975,069 shares +5 more

8 metrics

Beneficially owned shares 845,740 shares Shares of Cellectar common stock the reporting persons may be deemed to beneficially own

Ownership percentage 9.99% Percent of Cellectar common stock class beneficially owned by the reporting persons

Outstanding shares baseline 7,975,069 shares Cellectar common shares reported issued and outstanding as of June 2, 2026

Shares via pre-funded warrants 490,802 shares Cellectar shares that may be acquired upon exercise of pre-funded warrants

Excluded warrant shares 421,273 shares Additional warrant shares excluded due to the 9.99% Beneficial Ownership Limitation

Shared voting power 779,976 shares Cellectar shares over which the reporting persons have shared voting power

Shared dispositive power 845,740 shares Cellectar shares over which the reporting persons have shared dispositive power

Beneficial Ownership Limitation 9.99% Ownership cap applied to the pre-funded warrants held by the reporting persons

Key Terms

Pre-Funded Warrants, Beneficial Ownership Limitation, beneficial owner, shared dispositive power, +1 more

5 terms

Pre-Funded Warrants financial

"490,802 shares of Common Stock through the exercise of a pre-funded warrant"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Beneficial Ownership Limitation financial

"The Pre-Funded Warrants are subject to a beneficial ownership limitation of 9.99%"

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.

beneficial owner financial

"Each Reporting Person may be deemed to be the beneficial owner of 845,740 shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

shared dispositive power financial

"Shared dispositive power 845,740. Comment: Shared dispositive power includes 490,802 Warrants"

Rule 13d-3(d)(1)(i) regulatory

"added to the shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act"

FAQ

What stake in Cellectar Biosciences (CLRB) do the reporting persons disclose?

The reporting persons disclose beneficial ownership of 845,740 shares of Cellectar Biosciences common stock, representing 9.99% of the class, including shares issuable upon exercise of pre-funded warrants subject to a Beneficial Ownership Limitation.

How many Cellectar Biosciences (CLRB) shares are held as common stock versus warrants?

The position includes 354,938 shares of Cellectar Biosciences common stock and 490,802 shares that may be acquired upon exercise of pre-funded warrants, all counted within the reported 845,740 beneficially owned shares.

What is the Beneficial Ownership Limitation affecting CLRB pre-funded warrants?

The pre-funded warrants held by the reporting persons are subject to a 9.99% Beneficial Ownership Limitation, which caps how many underlying shares can be counted as beneficially owned at any time under Rule 13d-3(d)(1)(i).

On what outstanding share count is the 9.99% CLRB ownership based?

The 9.99% beneficial ownership is calculated from 7,975,069 shares of Cellectar Biosciences common stock reported as outstanding as of June 2, 2026, plus 490,802 warrant shares deemed beneficially owned.

How much voting and dispositive power over CLRB shares is reported?

The reporting persons state they have shared voting power over 779,976 shares and shared dispositive power over 845,740 shares of Cellectar Biosciences, including the shares underlying the pre-funded warrants.

Are additional CLRB warrant shares excluded from the ownership calculation?

Yes. The disclosure notes that 421,273 additional shares underlying the pre-funded warrants are excluded from the beneficial ownership calculation because of the 9.99% Beneficial Ownership Limitation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 12:01 PM Accepted by SEC EDGAR 08/14/2026 - 12:00 PM Learn about SEC filing dates

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

(Title of Class of Securities)

15117F880

(CUSIP Number)

06/30/2026

(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

StemPoint Capital 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 779,976.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 845,740.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

845,740.00

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, PN

SCHEDULE 13G

CUSIP Number(s): 15117F880

1

Names of Reporting Persons

StemPoint 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 779,976.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 845,740.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

845,740.00

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: StemPoint Capital Management GP LLC is a limited liability company.

SCHEDULE 13G

CUSIP Number(s): 15117F880

1

Names of Reporting Persons

Michelle Ross

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 779,976.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 845,740.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

845,740.00

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

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 filing is being jointly filed by StemPoint Capital LP, StemPoint Capital Management GP LLC, and Michelle Ross (collectively, the "Reporting Persons" and each a "Reporting Person").
(b)	Address or principal business office or, if none, residence: The business addresses of each Reporting Person is: 520 Madison Avenue, 19th Floor New York, NY 10022
(c)	Citizenship: StemPoint Capital LP is a limited partnership organized under the laws of the State of Delaware. StemPoint Capital Management GP LLC is a limited liability company organized under the laws of the State of Delaware. Michelle Ross is a citizen of the United States of America.
(d)	Title of class of securities: Common stock, par value $0.00001
(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: Items 5-9 of each cover page are incorporated by reference. Each Reporting Person may be deemed to be the beneficial owner of 845,740 shares of Common Stock, par value $0.00001 (the "Common Stock"), consisting of 354,938 shares of Common Stock and (ii) 490,802 shares of Common Stock through the exercise of a pre-funded warrant (the "Pre-Funded Warrants"). The Pre-Funded Warrants are subject to a beneficial ownership limitation of 9.99% (the "Beneficial Ownership Limitation").
(b)	Percent of class: Each Reporting Person may be deemed to beneficially own 9.99% shares of Common Stock, which is calculated based on (i) 7,975,069 shares of Common Stock reported as issued and outstanding as of June 2, 2026, in the Company's Prospectus Supplement filed with the Securities and Exchange Commission on June 2, 2026, plus 490,802 shares of Common Stock which may be acquired upon the exercise of the Pre-Funded Warrants, which are subject to the Beneficial Ownership Limitation, which amount has been added to the shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act. The foregoing excludes 421,273 shares of Common Stock underlying the Pre-Funded Warrants, which is subject to the Beneficial Ownership Limitation. Due to field limitations of the EDGAR filing system, the percentages listed in Row 11 of the Reporting Persons' cover pages have been rounded down to 9.9%.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: -0-
	(ii) Shared power to vote or to direct the vote: 779,976. Comment: Shared voting power includes 490,802 Warrants beneficially owned by the Reporting Persons.
	(iii) Sole power to dispose or to direct the disposition of: -0-
	(iv) Shared power to dispose or to direct the disposition of: 845,740. Comment: Shared dispositive power includes 490,802 Warrants beneficially owned by the Reporting Persons.
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.
	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 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.

StemPoint Capital LP

Signature:	/s/ Sean C. Tan
Name/Title:	Sean C. Tan, Authorized Signatory
Date:	08/14/2026

StemPoint Capital Management GP LLC

Signature:	/s/ Sean C. Tan
Name/Title:	Sean C. Tan, Authorized Signatory
Date:	08/14/2026

Michelle Ross

Signature:	/s/ Michelle Ross
Name/Title:	Michelle Ross
Date:	08/14/2026

Exhibit Information

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)