Cellectar Biosciences (CLRB): Caligan Partners reports 5.9% ownership stake

Rhea-AI Filing Summary

Cellectar Biosciences, Inc. has a large shareholder group reporting beneficial ownership of its common stock. Investment manager Caligan Partners LP and David Johnson, its Managing Partner, report beneficial ownership of 469,998 shares of Cellectar common stock, representing 5.9% of the outstanding shares.

These shares are held in certain funds and accounts managed by Caligan, with shared voting and dispositive power over all 469,998 shares and no sole voting or dispositive power. The percentage ownership is based on 7,991,812 shares outstanding as of May 12, 2026, as reported in Cellectar’s Form 10-Q for the quarter ended March 31, 2026.

Key Figures

Shares beneficially owned: 469,998 shares Percent of class owned: 5.9% Shares outstanding baseline: 7,991,812 shares +3 more

6 metrics

Shares beneficially owned 469,998 shares Shares of Cellectar common stock reported by Caligan Partners and David Johnson

Percent of class owned 5.9% Percentage of Cellectar common stock beneficially owned by the reporting persons

Shares outstanding baseline 7,991,812 shares Cellectar common shares outstanding as of May 12, 2026, per Form 10-Q

Shared voting power 469,998 shares Number of shares over which the reporting persons have shared voting power

Shared dispositive power 469,998 shares Number of shares over which the reporting persons have shared dispositive power

Issuer address ZIP code 07932 ZIP code for Cellectar Biosciences’ principal executive offices in New Jersey

Key Terms

beneficially owned, shared voting power, shared dispositive power, investment manager, +1 more

5 terms

beneficially owned financial

"Amount beneficially owned: The information required by Item 4(a)..."

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 power financial

"6 | Shared Voting Power 469,998.00 7 | Sole Dispositive Power..."

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 power financial

"8 | Shared Dispositive Power 469,998.00 9 469,998.00..."

investment manager financial

"Caligan, which serves indirectly as the investment manager to certain funds..."

percent of class financial

"Percent of class: 5.9% (c) | Number of shares as to which..."

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

FAQ

What percentage of Cellectar Biosciences (CLRB) does Caligan Partners own?

Caligan Partners and David Johnson report beneficial ownership of 5.9% of Cellectar Biosciences’ common stock, representing 469,998 shares. This percentage is based on 7,991,812 shares outstanding as of May 12, 2026, per Cellectar’s Form 10-Q.

How many Cellectar Biosciences (CLRB) shares are beneficially owned by Caligan Partners?

Caligan Partners and David Johnson report beneficial ownership of 469,998 shares of Cellectar Biosciences common stock. All of these shares are held in funds and accounts managed by Caligan, over which they have shared voting and dispositive power.

What is the share count baseline used in this Cellectar (CLRB) Schedule 13G?

The reported ownership percentages use a baseline of 7,991,812 shares of Cellectar common stock outstanding as of May 12, 2026, as disclosed in the company’s Form 10-Q for the quarter ended March 31, 2026, filed on May 14, 2026.

Who are the reporting persons in the Cellectar Biosciences (CLRB) Schedule 13G?

The reporting persons are Caligan Partners LP, a Delaware limited partnership, and David Johnson, its Managing Partner and Managing Member of Caligan Partners GP LLC. They report shared voting and dispositive power over 469,998 shares held in Caligan-managed funds and accounts.

What voting and dispositive powers does Caligan have over Cellectar (CLRB) shares?

Caligan Partners and David Johnson report 0 shares with sole voting or dispositive power and 469,998 shares with shared voting and shared dispositive power. These powers relate to shares held by Caligan-managed funds and accounts.

Where are the principal offices of Cellectar Biosciences (CLRB) and Caligan Partners?

Cellectar Biosciences’ principal executive offices are at 100 Campus Drive, Park, New Jersey 07932. Caligan Partners and David Johnson list their principal business address as 780 Third Avenue, 30th Floor, New York, NY 10017.

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

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Available on EDGAR 08/14/2026 - 04:18 PM Accepted by SEC EDGAR 08/14/2026 - 04:08 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, $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

Caligan Partners 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 469,998.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 469,998.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

469,998.00

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)

5.9 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP Number(s): 15117F880

1

Names of Reporting Persons

JOHNSON DAVID EDWARD

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 469,998.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 469,998.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

469,998.00

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)

5.9 %

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, NEW JERSEY, 07932.
Item 2.
(a)	Name of person filing: This statement is filed by: (i) Caligan Partners LP, a Delaware limited partnership ("Caligan"), which serves indirectly as the investment manager to certain funds and accounts (the "Caligan Funds and Accounts"), with respect to the shares of common stock, $0.00001 par value per share ("Common Stock") of Cellectar Biosciences, Inc., a Delaware corporation (the "Company"), held by the Caligan Funds and Accounts; and (ii) David Johnson, the Managing Partner of Caligan and Managing Member of Caligan Partners GP LLC, the general partner of Caligan ("Mr. Johnson"), with respect to the shares of Common Stock held by the Caligan Funds and Accounts. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)	Address or principal business office or, if none, residence: The principal business address of each of the Reporting Persons is 780 Third Avenue, 30th Floor, New York, NY 10017.
(c)	Citizenship: Caligan is a Delaware limited partnership. Mr. Johnson is a United States citizen.
(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 percentages set forth in this Schedule 13G are calculated based upon an aggregate of 7,991,812 shares of Common Stock outstanding as of May 12, 2026, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the Securities and Exchange Commission on May 14, 2026.
(b)	Percent of class: 5.9%
(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).
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.

Caligan Partners LP

Signature:	/s/ David Johnson
Name/Title:	David Johnson, Managing Partner
Date:	08/14/2026

JOHNSON DAVID EDWARD

Signature:	/s/ David Johnson
Name/Title:	David Johnson, Individually
Date:	08/14/2026