Empery Asset Management, LP and Ryan M. Lane report beneficial ownership of Cellectar Biosciences, Inc. Common Stock through funds managed by Empery. They report beneficial ownership of 864,090 shares, including 674,485 shares issuable upon exercise of warrants.
The filing states this represents 9.99% of the class, calculated based on 7,975,069 shares of Common Stock outstanding as of June 2, 2026. The warrants are subject to a 9.99% Beneficial Ownership Limitation (the “Blocker”), so the reporting persons cannot exercise warrants if doing so would raise their beneficial ownership above that threshold.
Empery Asset Management, LP may be deemed to beneficially own the securities held by the Empery funds, and Lane may be deemed to beneficially own them through his control positions. Each reporting person disclaims beneficial ownership of securities owned by the others.
Positive
None.
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Key Figures
Beneficially owned shares:864,090 sharesShares issuable upon exercise of Warrants:674,485 sharesPercent of class owned:9.99%+2 more
5 metrics
Beneficially owned shares864,090 sharesShares of Cellectar Biosciences Common Stock beneficially owned by the reporting persons
Shares issuable upon exercise of Warrants674,485 sharesCommon Stock issuable upon exercise of the Warrants held by Empery funds
Percent of class owned9.99%Reported percentage of Cellectar Biosciences Common Stock beneficially owned
Shares outstanding baseline7,975,069 sharesCommon Stock outstanding as of June 2, 2026 used to calculate ownership percentage
Beneficial Ownership Limitation9.99%Maximum ownership allowed under the Warrants’ Blocker provision
Key Terms
Beneficial owner, Warrants, Beneficial Ownership Limitation, Investment Manager, +1 more
5 terms
Beneficial ownerfinancial
"may be deemed to be the beneficial owner of all of the Common Stock"
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.
Warrantsfinancial
"Common Stock issuable upon exercise of warrants (the "Warrants") of Cellectar"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Beneficial Ownership Limitationfinancial
"more than 9.99% of the outstanding shares of Common Stock (the "Blocker")"
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.
Investment Managerfinancial
"The Investment Manager serves as the investment manager to each of the Empery Funds"
Shared Voting Powerfinancial
"Shared Voting Power 864,090.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
What percentage of Cellectar Biosciences (CLRB) shares do the Empery funds report owning?
The Empery funds, through Empery Asset Management, LP and Ryan M. Lane, report beneficial ownership of 9.99% of Cellectar Biosciences’ Common Stock, based on 7,975,069 shares outstanding as of June 2, 2026 under a Schedule 13G filing.
How many Cellectar Biosciences (CLRB) shares are reported as beneficially owned?
The reporting persons disclose beneficial ownership of 864,090 Cellectar Biosciences Common shares, including 674,485 shares issuable upon exercise of warrants held by Empery funds, subject to a 9.99% ownership limitation in the warrant terms.
What is the warrant ownership limitation disclosed for CLRB in this Schedule 13G?
The warrants held by the Empery funds include a 9.99% Beneficial Ownership Limitation (the “Blocker”). They cannot be exercised to the extent doing so would cause beneficial ownership to exceed 9.99% of Cellectar Biosciences’ outstanding Common Stock.
How many Cellectar Biosciences (CLRB) shares were outstanding for the Schedule 13G calculation?
The reported 9.99% ownership is calculated using 7,975,069 Cellectar Biosciences Common shares outstanding as of June 2, 2026, as stated in the company’s Prospectus Supplement filed under Rule 424(b)(3).
Who are the reporting persons in the Cellectar Biosciences (CLRB) Schedule 13G?
The Schedule 13G lists Empery Asset Management, LP as investment manager to the Empery funds and Ryan M. Lane as the reporting individual who ultimately controls the general partner of the investment manager. Both may be deemed beneficial owners, subject to disclaimers.
What type of securities linked to CLRB are included in the Empery Schedule 13G filing?
The filing covers Common Stock of Cellectar Biosciences and Common Stock issuable upon exercise of warrants. Of the 864,090 beneficially owned shares, 674,485 are issuable upon warrant exercise, limited by the 9.99% ownership Blocker.
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, $0.00001 par value per share
(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
Empery Asset Management, 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
864,090.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
864,090.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
864,090.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Includes 674,485 shares of Common Stock issuable upon exercise of the Warrants (as defined in Item 2(a)).
SCHEDULE 13G
CUSIP Number(s):
15117F880
1
Names of Reporting Persons
Ryan M. Lane
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
864,090.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
864,090.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
864,090.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 674,485 shares of Common Stock issuable upon exercise of the Warrants.
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 statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons," with respect to Common Stock, par value $0.00001 per share (the "Common Stock") and Common Stock issuable upon exercise of warrants (the "Warrants") of Cellectar Biosciences, Inc., a Delaware corporation (the "Company"):
(i) Empery Asset Management, LP (the "Investment Manager"), with respect to the Common Stock held by, and the Common Stock issuable upon exercise of the Warrants held by, funds to which the Investment Manager serves as investment manager (the "Empery Funds"); and
(ii) Mr. Ryan M. Lane ("Mr. Lane"), with respect to the Common Stock held by, and the Common Stock issuable upon exercise of the Warrants held by, the Empery Funds.
The Investment Manager serves as the investment manager to each of the Empery Funds. Mr. Lane (the "Reporting Individual") is the managing member of a limited liability company that is the managing member of Empery AM GP, LLC (the "General Partner"), the general partner of the Investment Manager.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is:
1 Rockefeller Plaza, Suite 1205
New York, New York 10020
(c)
Citizenship:
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)
Title of class of securities:
Common Stock, $0.00001 par value per share
(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:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 7,975,069 shares of Common Stock outstanding as of June 2, 2026, as reported in the Company's Prospectus Supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) on June 2, 2026, and assumes exercise of the Warrants (subject to the Blocker (as defined below)).
Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock (the "Blocker"), and the shares of Common Stock listed as beneficially owned in Rows 6, 8 and 9 of the cover page for each Reporting Person and the percentage set forth in Row 11 of the cover page for each Reporting Person give effect to the Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Warrants due to the Blocker.
The Investment Manager, which serves as the investment manager to the Empery Funds, may be deemed to be the beneficial owner of all of the Common Stock held by, and the Common Stock issuable upon exercise of the Warrants (subject to the Blocker) held by, the Empery Funds. The Reporting Individual, as the managing member of the limited liability company that is the managing member of the General Partner of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all of the Common Stock held by, and the Common Stock issuable upon exercise of the Warrants (subject to the Blocker) held by, by the Empery Funds. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the Common Stock owned by another Reporting Person. Each of the Empery Funds and the Reporting Individual hereby disclaims any beneficial ownership of any such Common Stock.
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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.
See Item 2(a) above.
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.
