[SCHEDULE 13G] Cellectar Biosciences, Inc. Passive Investment Disclosure (>5%)
Cellectar Biosciences holder reports 9.99% stake
SilverArc Capital Management, LLC and Devesh Gandhi report beneficial ownership of 851,285 shares of Cellectar Biosciences Inc Class A Common Stock, representing 9.99% of the class.
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SilverArc Capital Management, LLC and Devesh Gandhi report beneficial ownership of 851,285 shares of Cellectar Biosciences Inc Class A Common Stock, representing 9.99% of the class. All voting and dispositive authority over these shares is reported as shared, with no sole voting or dispositive power.
SilverArc-related accounts, including SilverArc Capital Alpha Fund I, LP and SilverArc Capital Alpha Fund II, LP, collectively hold 321,728 shares of common stock and 1,132,074 exercisable warrants, subject to a 9.99% beneficial ownership blocker. The ownership percentage is calculated using 7,991,812 shares outstanding as stated in the issuer’s proxy statement dated May 28, 2026.
Key Figures
Beneficially owned shares:851,285 sharesOwnership percentage:9.99 %Shares outstanding baseline:7,991,812 shares+4 more
7 metrics
Beneficially owned shares851,285 sharesShares of Cellectar Biosciences Class A Common Stock reported as beneficially owned by the reporting persons
Ownership percentage9.99 %Percent of Cellectar Biosciences common stock class beneficially owned by the reporting persons
Shares outstanding baseline7,991,812 sharesCommon stock outstanding as stated in the issuer’s Schedule 14A dated May 28, 2026
Common shares in SilverArc accounts321,728 sharesShares of Cellectar Biosciences common stock held by SilverArc Capital Management, LLC accounts and funds
Exercisable warrants1,132,074 warrantsExercisable warrants on Cellectar Biosciences held by SilverArc-related accounts, subject to 9.99% blocker
Sole voting power0 sharesShares over which the reporting persons have sole power to vote or direct the vote
Shared voting power851,285 sharesShares over which the reporting persons have shared power to vote or direct the vote
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared voting powerfinancial
"Shared Voting Power 851,285.00 7 | Sole Dispositive Power 0.00"
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.
shared dispositive powerfinancial
"Shared Dispositive Power 851,285.00 9 851,285.00"
warrantsfinancial
"own 321,728 shares of common stock and an additional 1,132,074 in exercisable warrants."
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 blockerfinancial
"The Warrants may not be exercised if such exercise would cause the holder...to beneficially own in excess of 9.99%"
A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of Cellectar Biosciences (CLRB) does SilverArc Capital report owning?
SilverArc Capital Management, LLC and Devesh Gandhi report beneficial ownership of 9.99% of Cellectar Biosciences Class A Common Stock, based on 851,285 shares and an outstanding share count of 7,991,812 from a May 28, 2026 proxy statement.
How many Cellectar Biosciences (CLRB) shares and warrants are held by SilverArc-related accounts?
SilverArc Capital Management, LLC accounts, including two SilverArc Capital Alpha Funds, hold 321,728 shares of Cellectar Biosciences common stock and 1,132,074 exercisable warrants, according to the Schedule 13G ownership disclosure.
What is the 9.99% ownership blocker disclosed for Cellectar Biosciences (CLRB) warrants?
The filing states that the warrants may not be exercised if such exercise would cause the holder and its affiliates to beneficially own more than 9.99% of Cellectar Biosciences’ outstanding common stock, acting as a beneficial ownership limitation.
How is voting and dispositive power over Cellectar Biosciences (CLRB) shares allocated for SilverArc?
The reporting persons disclose 0 shares with sole voting or dispositive power and 851,285 shares with shared voting and shared dispositive power, indicating joint authority over those Cellectar Biosciences shares.
What share count did SilverArc use to calculate its 9.99% stake in Cellectar Biosciences (CLRB)?
The reported 9.99% ownership is based on 7,991,812 shares of Cellectar Biosciences common stock outstanding, as stated in the issuer’s Schedule 14A proxy statement dated May 28, 2026, and assumes warrant exercise subject to the 9.99% blocker.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Cellectar Biosciences Inc
(Name of Issuer)
Class A 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
SilverArc 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
851,285.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
851,285.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
851,285.00
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
SCHEDULE 13G
CUSIP Number(s):
15117F880
1
Names of Reporting Persons
Devesh Gandhi
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
851,285.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
851,285.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
851,285.00
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)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Cellectar Biosciences Inc
(b)
Address of issuer's principal executive offices:
100 Campus Drive, Suite 207, Florham Park, NJ 07932
Item 2.
(a)
Name of person filing:
SilverArc Capital Management, LLC ("SilverArc") and Devesh Gandhi ("Gandhi" and together with SilverArc, the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
20 Park Plaza, Suite 620
Boston, MA 02116
(c)
Citizenship:
SilverArc is a Delaware limited liability company. Gandhi is a citizen of the United States.
(d)
Title of class of securities:
Class A 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:
851285
(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:
0
(ii) Shared power to vote or to direct the vote:
851285
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
851285
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.
SilverArc Capital Management, LLC. accounts, SilverArc Capital Alpha Fund I, LP and SilverArc Capital Alpha Fund II, LP, own 321,728 shares of common stock and an additional 1,132,074 in exercisable warrants. The Warrants may not be exercised if such exercise would cause the holder, together with its affiliates, to beneficially own in excess of 9.99% of the number of shares of the Issuer's Common Stock then outstanding.
The percentages reported herein with respect to the Reporting Persons' holdings are calculated based upon a statement in the Issuer's Schedule 14A (Proxy Statement), as filed with the Securities and Exchange Commission on May 28th, 2026. Noting that there were shares of 7,991,812 Common Stock of the Issuer outstanding and assumes the exercise of the Warrants (subject to the 9.99% blocker).
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.
