Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 4:04PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Cellectar Biosciences, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
15117F500
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of
This Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 15117F500
|
13G
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Page
2 of 8 Pages
|
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TANG CAPITAL PARTNERS, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ¨
(b) ý
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3
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SEC USE ONLY
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4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
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SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
|
12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 15117F500
|
13G
|
Page
3 of 8 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TANG CAPITAL MANAGEMENT, LLC
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨
(b) ý
|
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
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
|
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 15117F500
|
13G
|
Page 4 of 8 Pages
|
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KEVIN TANG
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨
(b) ý
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3
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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
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
|
12
|
TYPE OF REPORTING PERSON
IN
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Item 1(a).
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Name of Issuer:
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Cellectar Biosciences, Inc., a Delaware
corporation (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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100 Campus Drive, Florham Park, New Jersey
07932
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Item 2(a).
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Name of Person Filing:
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This Statement on Schedule
13G (this “Statement”) is filed by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management,
LLC, the general partner of Tang Capital Partners (“Tang Capital Management”); and Kevin Tang, the manager of Tang
Capital Management.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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4747 Executive Drive, Suite 510, San Diego,
CA 92121
Tang Capital Partners is a Delaware limited
partnership. Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.00001 per share
(the “Common Stock”)
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Item 2(e).
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CUSIP Number: 15117F500
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(a)
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Amount Beneficially Owned:
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Tang Capital Partners. Tang Capital Partners
is the beneficial owner of 0 shares of the Issuer’s Common Stock.
Tang Capital Partners shares voting and dispositive
power over such shares with Tang Capital Management and Kevin Tang.
Tang Capital Management. Tang Capital Management,
as the general partner of Tang Capital Partners, may be deemed to beneficially own the shares of the Issuer’s Common Stock
beneficially owned by Tang Capital Partners.
Kevin Tang. Kevin Tang, as manager of Tang
Capital Management, may be deemed to beneficially own the shares of the Issuer’s Common Stock beneficially owned by Tang
Capital Partners.
Tang Capital Partners
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0.0%
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Tang Capital Management
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0.0%
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Kevin Tang
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0.0%
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(c)
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Number of shares as to which such person has:
|
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(i)
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sole power to vote or to direct the vote:
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Tang Capital Partners
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0 shares
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Tang Capital Management
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0 shares
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Kevin Tang
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0 shares
|
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(ii)
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shared power to vote or to direct the vote:
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Tang Capital Partners
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0 shares
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Tang Capital Management
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0 shares
|
Kevin Tang
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0 shares
|
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(iii)
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sole power to dispose or to direct the disposition of:
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Tang Capital Partners
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0 shares
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Tang Capital Management
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0 shares
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Kevin Tang
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0 shares
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(iv)
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shared power to dispose or to direct the disposition of:
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Tang Capital Partners
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0 shares
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Tang Capital Management
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0 shares
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Kevin Tang
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0 shares
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following: ☒
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above 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.
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.
Date:
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February 14, 2020
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TANG CAPITAL PARTNERS, LP
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By:
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Tang Capital Management, LLC, its General Partner
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By:
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/s/ Kevin Tang
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Kevin Tang, Manager
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TANG CAPITAL MANAGEMENT, LLC
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By:
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/s/ Kevin Tang
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Kevin Tang, Manager
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/s/ Kevin Tang
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Kevin Tang
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Page 7 of 7
pages
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