Cellectar Biosciences, Inc. shareholder disclosure: institutional investor Balyasny Asset Management L.P. and related entities reported beneficial ownership of Cellectar common stock. Through Atlas Private Holdings (Cayman) Ltd., they may be deemed to beneficially own 798,382 shares of common stock.
This position represents approximately 9.99% of the outstanding shares, based on 7,991,812 shares outstanding as of May 12, 2026. The reported amount consists of 220,000 shares plus 578,382 shares issuable upon exercise of 1,289,432 warrants, all subject to a 9.99% Beneficial Ownership Limitation that blocks warrant exercises which would push ownership above that threshold. The reporting persons have sole voting and dispositive power over the 798,382 shares and no shared power.
Positive
None.
Negative
None.
Key Figures
Beneficially owned shares:798,382 sharesOwnership percentage:9.99%Shares outstanding:7,991,812 shares+4 more
7 metrics
Beneficially owned shares798,382 sharesShares over which the reporting persons have sole voting and dispositive power
Ownership percentage9.99%Approximate percentage of Cellectar common stock beneficially owned
Shares outstanding7,991,812 sharesCellectar shares outstanding as of May 12, 2026
Common shares held220,000 sharesDirectly held common stock included in the reported ownership
Shares issuable from warrants578,382 sharesShares issuable upon exercise of warrants within the 9.99% limitation
Warrants outstanding1,289,432 warrantsWarrants whose exercise could yield 578,382 shares under the ownership cap
Beneficial Ownership Limitation9.99%Blocker threshold preventing exercises above this ownership level
Key Terms
Beneficial Ownership Limitation, beneficial owner, sole voting power, sole dispositive power, +1 more
5 terms
Beneficial Ownership Limitationregulatory
"The Warrants are subject to a blocker which prevents the holder from exercising"
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 ownerregulatory
"Each of the Reporting Persons may be deemed to be the beneficial owner of"
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.
sole voting powerregulatory
"Each of the Reporting Persons has the sole power to vote or to direct the vote"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
sole dispositive powerregulatory
"Each of the Reporting Persons has the sole power to dispose or to direct"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
CUSIP Numberfinancial
"Title of class of securities: Common Stock (e) | CUSIP Number(s): 15117F880"
A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.
FAQ
What stake in Cellectar Biosciences (CLRB) did Balyasny report on this Schedule 13G?
Balyasny and related entities reported beneficial ownership of 798,382 Cellectar shares, representing approximately 9.99% of the outstanding common stock, based on 7,991,812 shares outstanding as of May 12, 2026.
How is Balyasny’s 9.99% ownership in Cellectar (CLRB) structured?
The reported 798,382 shares consist of 220,000 common shares and 578,382 shares issuable upon exercise of 1,289,432 warrants, all held for Atlas Private Holdings (Cayman) Ltd., an investment management client of Balyasny.
What is the Beneficial Ownership Limitation affecting Balyasny’s CLRB warrants?
The warrants are subject to a 9.99% Beneficial Ownership Limitation, which blocks exercises that would cause the holder to beneficially own more than 9.99% of Cellectar’s outstanding shares after exercise.
Who are the reporting persons on the Cellectar (CLRB) Schedule 13G?
The reporting persons are Balyasny Asset Management L.P., BAM GP LLC, Balyasny Asset Management Holdings LP, Dames GP LLC, and Dmitry Balyasny, who may be deemed to share beneficial ownership of the same 798,382 shares.
Does Balyasny have sole or shared voting power over its Cellectar (CLRB) position?
Each reporting person has sole voting and dispositive power over 798,382 shares of Cellectar common stock and no shared voting or dispositive power over any shares.
Which entity actually receives dividends or sale proceeds from the CLRB securities?
Atlas Private Holdings (Cayman) Ltd., a Cayman Islands exempted company and investment management client of Balyasny, has the right to receive dividends and sale proceeds from the reported Cellectar securities.
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)
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
BALYASNY ASSET MANAGEMENT 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
798,382.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
798,382.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
798,382.00
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
SCHEDULE 13G
CUSIP Number(s):
15117F880
1
Names of Reporting Persons
BAM 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
798,382.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
798,382.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
798,382.00
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, OO
SCHEDULE 13G
CUSIP Number(s):
15117F880
1
Names of Reporting Persons
Balyasny Asset Management Holdings 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
798,382.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
798,382.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
798,382.00
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, PN
SCHEDULE 13G
CUSIP Number(s):
15117F880
1
Names of Reporting Persons
Dames 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
798,382.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
798,382.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
798,382.00
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, OO
SCHEDULE 13G
CUSIP Number(s):
15117F880
1
Names of Reporting Persons
Dmitry Balyasny
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
798,382.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
798,382.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
798,382.00
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
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
CELLECTAR BIOSCIENCES, INC.
(b)
Address of issuer's principal executive offices:
100 Campus Drive, Florham Park, New Jersey, 07932
Item 2.
(a)
Name of person filing:
This statement is being filed by (1) Balyasny Asset Management L.P., a Delaware limited partnership ("BAM"), (2) BAM GP LLC, a Delaware limited liability company ("BAM GP"), (3) Balyasny Asset Management Holdings LP, a Delaware limited partnership ("BAM Holdings"), (4) Dames GP LLC, a Delaware limited liability company ("Dames"), and (5) Dmitry Balyasny, a United States citizen (collectively, the "Reporting Persons"). BAM GP is the General Partner of BAM. BAM Holdings is the Sole Member of BAM GP. Dames is the General Partner of BAM Holdings. Dmitry Balyasny is the Managing Member of Dames.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of BAM, BAM GP, BAM Holdings, Dames, and Mr. Balyasny is located at 444 West Lake Street, 50th Floor, Chicago, IL 60606.
(c)
Citizenship:
(1) BAM is a Delaware limited partnership, (2) BAM GP is a Delaware limited liability company, (3) BAM Holdings is a Delaware limited partnership, (4) Dames is a Delaware limited liability company, and (5) Mr. Balyasny is a United States citizen.
(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:
By virtue of its position as the investment manager of of Atlas Private Holdings (Cayman) Ltd. ("APHC"), is the direct holder of 220,000 shares of common stock (including an additional 1,289,432 shares issued upon the exercise of warrants), par value $0.0001 per share, reported herein, BAM may be deemed to exercise voting and investment power over such Shares held by APHC and thus may be deemed to beneficially own such Shares. By virtue of its position as the General Partner of BAM, BAM GP may be deemed to exercise voting and investment power over the Shares held directly by APHC and thus may be deemed to beneficially own such Shares. By virtue of its position as the Sole Member of BAM GP, BAM Holdings may be deemed to exercise voting and investment power over the Shares held directly by APHC and thus may be deemed to beneficially own such Shares. By virtue of its position as the General Partner of BAM Holdings, Dames may be deemed to exercise voting and investment power over the Shares held directly by APHC and thus may be deemed to beneficially own such Shares. By virtue of his position as the Managing Member of Dames, Mr. Balyasny may be deemed to exercise voting and investment power over the Shares held directly by APHC and thus may be deemed to beneficially own such Shares.
(b)
Percent of class:
Each of the Reporting Persons may be deemed to be the beneficial owner of approximately 9.99% of the Shares, based on 7,991,812 Shares outstanding as of May 12, 2026, as reported in the Issuer's report filed on form 10-Q with the Securities and Exchange Commission on May 14, 2026. The report amount consists of 220,000 shares and 578,382 shares issuable upon the exercise of 1,289,432 Warrants subject to the Beneficial Ownership Limitation (as defined herein). The Warrants are subject to a blocker which prevents the holder from exercising the Warrants to the extent that, upon such exercise, the holder would beneficially own in excess of 9.99% of the Shares outstanding as a result of the exercise (the "Beneficial Ownership Limitation").
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Each of the Reporting Persons has the sole power to vote or to direct the vote of 798382 shares.
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
Each of the Reporting Persons has the sole power to dispose or to direct the disposition of 798382 shares.
(iv) Shared power to dispose or to direct the disposition of:
0
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.
APHC is a Cayman Islands exempted company that is an investment management client of BAM, and has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
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.