SCHEDULE: Empery Asset Management Acquires 9.99% Stake in Cellectar Biosciences

Empery Asset Management, LP and Ryan M. Lane have jointly filed a Schedule 13G, reporting beneficial ownership of 9.99% of Cellectar Biosciences, Inc. common stock, including shares issuable upon warrant exercise.

Summary

• Empery Asset Management, LP and Ryan M. Lane have filed a Schedule 13G, indicating they collectively beneficially own 9.99% of Cellectar Biosciences, Inc. common stock.
• This ownership includes 864,090 shares of common stock and an additional 674,485 shares issuable upon the exercise of warrants.
• The filing specifies that the reporting persons cannot exercise all warrants due to a 'Blocker' provision, limiting beneficial ownership to 9.99% of outstanding shares.
• The total number of outstanding shares of common stock used for calculation as of June 2, 2026, was 7,975,069.
• Empery Asset Management, LP acts as the investment manager for the Empery Funds, and Ryan M. Lane is the managing member of the entity that manages the general partner of the Investment Manager.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, indicating a significant stake acquisition without immediate aggressive action, but with potential for future influence.

Positives

• Significant stake acquisition by a known investment entity, potentially signaling confidence in the company's future.
• The reporting persons have acquired a substantial 9.99% stake, reaching the ownership threshold that triggers this filing.
• The filing is made under Rule 13d-1(b), suggesting the acquisition is in the ordinary course of business and not for the purpose of influencing control.

Negatives

• The 'Blocker' provision prevents the full exercise of warrants, indicating a potential limitation on future share acquisition or a pre-existing agreement that caps ownership.
• The filing does not provide details on the specific price or timing of the acquisitions, making it difficult to assess the investment's cost basis or immediate impact.

Risks

• The 'Blocker' provision limits the ability to exercise all warrants, which could impact future ownership levels or strategic flexibility.
• Potential for future increases in stake or activist involvement, although the filing suggests ordinary course of business.

Future Outlook

The filing itself does not contain forward-looking statements or specific guidance from Cellectar Biosciences. However, the acquisition by Empery Asset Management may imply a positive outlook from the reporting persons regarding the company's future prospects.

Management Comments

• Empery Asset Management, LP and Ryan M. Lane acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Industry Context

StockSavvy.ai notes that significant stake acquisitions, especially by investment managers, are common in the biotechnology sector as investors seek to capitalize on potential growth or influence strategic direction. This filing places Cellectar Biosciences within the typical landscape of companies attracting institutional interest.

Stakeholder Impact

• Shareholders may see increased market interest in Cellectar Biosciences due to the significant stake acquisition.
• The company's board and management may need to consider the interests of Empery Asset Management, LP as a major shareholder.

Next Steps

• Monitoring of future filings by Empery Asset Management, LP and Ryan M. Lane for any changes in beneficial ownership.
• Observation of Cellectar Biosciences' strategic decisions and performance, potentially influenced by the new significant shareholder.

Key Dates

Recommendation

The acquisition of a 9.99% stake by Empery Asset Management, LP and Ryan M. Lane, while significant, is filed as an ordinary course of business under Schedule 13G. This suggests a substantial investment without immediate activist intent. The 'Blocker' provision also indicates a cap on immediate control. Therefore, a 'hold' recommendation is appropriate pending further developments or strategic shifts from the new major shareholder.

Keywords

Cellectar Biosciences, Empery Asset Management, Schedule 13G, Beneficial Ownership, Warrants, Investment Manager, Securities Exchange Act