SCHEDULE 13G/A: Rosalind Advisors and Affiliates Maintain Significant Passive Stake in Cellectar Biosciences

Rosalind Advisors, Inc. and its affiliated funds, Rosalind Master Fund L.P. and Rosalind Opportunities Fund I L.P., along with their principals, have filed an amended Schedule 13G, reaffirming their passive beneficial ownership of 9.9% of Cellectar Biosciences, Inc.'s common stock, subject to a 9.99% ownership blocker.

Summary

• Rosalind Advisors, Inc., Steven Salamon, and Gilad Aharon collectively beneficially own 7,472,745 shares of Cellectar Biosciences, Inc. common stock, representing 9.9% of the class.
• Rosalind Master Fund L.P. beneficially owns 5,592,395 shares, representing 7.7% of the class.
• Rosalind Opportunities Fund I L.P. beneficially owns 1,880,350 shares, representing 2.6% of the class.
• The beneficial ownership includes 502,320 shares of Common Stock issuable upon conversion of Preferred Stock and 6,970,425 shares of Common Stock issuable upon exercise of warrants.
• A key 'blocker' provision prevents the Reporting Persons from converting Preferred Stock or exercising Warrants if it would result in beneficial ownership exceeding 9.99% of the outstanding Common Stock.
• The percentage of class is calculated based on 65,301,224 shares of the Issuer's common stock outstanding as of January 27, 2025, as reported in the Issuer's S1 filed on January 29, 2025.
• The securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of the issuer.

Sentiment

Score: 5

Explanation: The document is a routine regulatory filing disclosing beneficial ownership, with no explicit positive or negative sentiment regarding the issuer's performance or outlook. It is purely factual.

Positives

• The continued significant stake by Rosalind Advisors and its affiliates indicates a sustained interest in Cellectar Biosciences.
• The filing confirms the passive nature of the investment, which typically signals no immediate intent to disrupt company operations or strategy.

Negatives

• The 9.99% 'blocker' provision limits the Reporting Persons' ability to fully convert preferred stock or exercise warrants, potentially restricting their upside or influence if they wished to increase their stake beyond the threshold.

Risks

• The 'Preferred Stock Blockers' prevent the Reporting Persons from converting all their Preferred Stock or exercising all their Warrants if it would lead to beneficial ownership exceeding 9.99% of the outstanding common stock, which could limit their flexibility or potential gains from full conversion/exercise.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding Cellectar Biosciences' future performance or strategic direction from either the company or the reporting persons.

Management Comments

• "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."

Industry Context

This filing is a routine disclosure of a significant passive ownership stake in a biotechnology company. It does not provide specific insights into broader industry trends but reflects ongoing investment activity within the sector.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant passive investor's stake, including the nature of their holdings (preferred stock, warrants) and limitations on conversion/exercise due to ownership blockers.

Key Dates

Keywords

Cellectar Biosciences, CLRB, Rosalind Advisors, Rosalind Master Fund, Rosalind Opportunities Fund, Schedule 13G, beneficial ownership, common stock, preferred stock, warrants, passive investment, SEC filing