UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G 

Under the Securities Exchange Act of 1934
(Amendment No. __)* 

 

CELLECTAR BIOSCIENCES, INC.
(Name of Issuer)
COMMON STOCK, $0.00001 PAR VALUE
(Title of Class of Securities)
15117F500
(CUSIP Number)
July 11, 2020

(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)
  x Rule 13d-1(c)
  ¨ Rule 13d-1(d)

(Page 1 of 13 Pages) 

 

* 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 on 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).

 

 

 

 

SCHEDULE 13G

 

CUSIP NO. 15117F500 Page 2 of 13
1

NAMES OF REPORTING PERSONS

Lincoln Park Capital Fund, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,313,683

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,313,683

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,313,683

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.92%

12

TYPE OF REPORTING PERSON

OO

 

 

 

 

SCHEDULE 13G

 

CUSIP NO. 15117F500 Page 3 of 13
1

NAMES OF REPORTING PERSONS

Lincoln Park Capital, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,313,683

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,313,683

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,313,683

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.92%

12

TYPE OF REPORTING PERSON

OO

 

 

 

 

SCHEDULE 13G

 

CUSIP NO. 15117F500 Page 4 of 13
1

NAMES OF REPORTING PERSONS

Rockledge Capital Corporation

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,313,683

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,313,683

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,313,683

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.92%

12

TYPE OF REPORTING PERSON

CO

 

 

 

 

SCHEDULE 13G

 

CUSIP NO. 15117F500 Page 5 of 13
1

NAMES OF REPORTING PERSONS

Joshua B. Scheinfeld

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(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

6

SHARED VOTING POWER

2,313,683

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,313,683

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,313,683

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.92%

12

TYPE OF REPORTING PERSON

IN

 

 

 

 

SCHEDULE 13G

 

CUSIP NO. 15117F500 Page 6 of 13
1

NAMES OF REPORTING PERSONS

Alex Noah Investors, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,313,683

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,313,683

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,313,683

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.92%

12

TYPE OF REPORTING PERSON

CO

 

 

 

 

SCHEDULE 13G

 

CUSIP NO. 15117F500 Page 7 of 13
1

NAMES OF REPORTING PERSONS

Jonathan I. Cope

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(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

6

SHARED VOTING POWER

2,313,683

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,313,683

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,313,683

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.92%

12

TYPE OF REPORTING PERSON

IN

 

 

 

 

SCHEDULE 13G

 

CUSIP NO. 15117F500 

Page 8 of 13
   
Item 1.  
  (a)

Name of Issuer:

 

   

Cellectar Biosciences, Inc., a Delaware corporation (“Issuer”)

 

  (b)

Address of Issuer’s Principal Executive Offices:

 

    100 Campus Drive
    Florham Park, New Jersey 07932
Item 2.  
  (a)

Name of Person Filing:

 

    Lincoln Park Capital Fund, LLC (“LPC Fund”)
    Lincoln Park Capital, LLC (“LPC”)
    Rockledge Capital Corporation (“RCC”)
    Joshua B. Scheinfeld (“Mr. Scheinfeld”)
    Alex Noah Investors, Inc. (“Alex Noah”)
   

Jonathan I. Cope (“Mr. Cope” and, collectively with LPC Fund, LPC, RCC, Mr. Scheinfeld and Alex Noah, the “Reporting Persons”)

 

  (b)

Address of Principal Business Office, or if None, Residence:

 

    The address of the principal business office of each of the Reporting Persons is:
    440 North Wells, Suite 410
   

Chicago, Illinois 60654

 

  (c)

Citizenship:

 

    LPC Fund is an Illinois limited liability company
    LPC is an Illinois limited liability company
    RCC is a Texas corporation
    Mr. Scheinfeld is a United States citizen
             

 

 

 

SCHEDULE 13G

 

CUSIP NO. 15117F500 Page 9 of 13
   
    Alex Noah is an Illinois corporation
   

Mr. Cope is a United States citizen

 

  (d)

Title of Class of Securities:

 

   

Common Stock, $0.00001 par value (“Common Stock”)

 

  (e)

CUSIP Number:

 

   

15117F500

 

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);
  (k) ¨

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution ______________________

 

 

 

 

SCHEDULE 13G

 

CUSIP NO. 15117F500 

Page 10 of 13

 

Item 4. Ownership. 

 

Reporting person  

Amount

beneficially

owned1:

   

Percent

of class2:

   

Sole power

to vote or

direct

the vote:

   

Shared

power to

vote or to

direct

the vote3:

   

Sole power to

dispose or to

direct the

disposition of:

   

Shared power

to dispose or to

direct the

disposition of3:

 
Lincoln Park Capital Fund, LLC     2,313,683       8.92 %     0       2,313,683       0       2,313,683  
Lincoln Park Capital, LLC     2,313,683       8.92 %     0       2,313,683       0       2,313,683  
Rockledge Capital Corporation     2,313,683       8.92 %     0       2,313,683       0       2,313,683  
Joshua B. Scheinfeld     2,313,683       8.92 %     0       2,313,683       0       2,313,683  
Alex Noah Investors, Inc.     2,313,683       8.92 %     0       2,313,683       0       2,313,683  
Jonathan I. Cope     2,313,683       8.92 %     0       2,313,683       0       2,313,683  

 

  1

Represents (i) 379,900 shares of Common Stock purchased by LPC Fund directly from the Issuer, representing approximately 1.58% of the outstanding shares of Common Stock as of July 6, 2020 (based on information provided by the Issuer stating that there were a total of 23,997,643 shares of Common Stock outstanding as of July 6, 2020), (ii) 6,364 shares of Common Stock underlying a currently exercisable warrant purchased by LPC Fund from the Issuer on October 1, 2015 and as amended on April 20, 2016 (the “Amended Series A Warrant”), (iii) 12,727 shares of Common Stock underlying a currently exercisable warrant purchased by LPC Fund from the Issuer on April 20, 2016 (the “Series A Warrant”), (iv) 46,848 shares of Common Stock underlying a currently exercisable warrant purchased by LPC Fund from the Issuer on April 20, 2016 (the “Series A Warrant II”), (v) 133,334 shares of Common Stock underlying a currently exercisable warrant purchased by LPC Fund from the Issuer on November 29, 2016 (the “Series C Warrant”), (vi) 104,069 shares of Common Stock underlying a currently exercisable warrant purchased by LPC Fund from the Issuer on October 12, 2017 (the “Series D Warrant”), (vii) 500,000 shares of Common Stock underlying a currently exercisable warrant purchased by LPC Fund from the Issuer on July 31, 2018 (the “Series E Warrant”), (viii) 198,200 shares of Common Stock underlying a currently exercisable warrant purchased by LPC Fund from the Issuer on May 20, 2019 (the “Series F Warrant”), (ix) 201,800 shares of Common Stock underlying a currently exercisable warrant purchased by LPC Fund from the Issuer on May 20, 2019 (the “Series G Warrant”), (x) 543,480 shares of Common Stock underlying a currently exercisable warrant purchased by LPC Fund from the Issuer on June 5, 2020 (the “Series H Warrant”), and (xi) 186,960 shares of Common Stock underlying a currently exercisable warrant purchased by LPC Fund from the Issuer on June 5, 2020 (the “Pre-Funded Warrant”). In the case of each of the warrants described in clauses (ii) through (xi) above (collectively, the “Warrants”), the warrant amounts are in addition to the 379,900 outstanding shares of Common Stock referred to in clause (i) above. 

 

 

 

 

   

The Amended Series A Warrant is currently exercisable at a price of $21.30 per share (subject to adjustment as provided in the Amended Series A Warrant), subject to a 9.99% beneficial ownership cap that prohibits the issuance of shares of Common Stock upon exercise of the Amended Series A Warrant to the extent such issuance would cause the holder’s beneficial ownership of Common Stock (as calculated pursuant to Section 13(d) of the Act and Rule 13d-3 promulgated thereunder) to exceed 9.99% of the outstanding Common Stock, and expires on April 1, 2021. The Series A Warrant is currently exercisable at a price of $21.30 per share (subject to adjustment as provided in the Series A Warrant), subject to a 9.99% beneficial ownership cap that prohibits the issuance of shares of Common Stock upon exercise of the Series A Warrant to the extent such issuance would cause the holder’s beneficial ownership of Common Stock (as calculated pursuant to Section 13(d) of the Act and Rule 13d-3 promulgated thereunder) to exceed 9.99% of the outstanding Common Stock, and expires on October 20, 2021. The Series A Warrant II is currently exercisable at a price of $30.40 per share (subject to adjustment as provided in the Series A Warrant II), subject to a 9.99% beneficial ownership cap that prohibits the issuance of shares of Common Stock upon exercise of the Series A Warrant II to the extent such issuance would cause the holder’s beneficial ownership of Common Stock (as calculated pursuant to Section 13(d) of the Act and Rule 13d-3 promulgated thereunder) to exceed 9.99% of the outstanding Common Stock, and expires on April 15, 2021. The Series C Warrant is currently exercisable at a price of $15.00 per share (subject to adjustment as provided in the Series C Warrant), subject to a 9.99% beneficial ownership cap that prohibits the issuance of shares of Common Stock upon exercise of the Series C Warrant to the extent such issuance would cause the holder’s beneficial ownership of Common Stock (as calculated pursuant to Section 13(d) of the Act and Rule 13d-3 promulgated thereunder) to exceed 9.99% of the outstanding Common Stock, and expires on November 23, 2021. The Series D Warrant is currently exercisable at a price of $17.80 per share (subject to adjustment as provided in the Series D Warrant), subject to a 9.99% beneficial ownership cap that prohibits the issuance of shares of Common Stock upon exercise of the Series D Warrant to the extent such issuance would cause the holder’s beneficial ownership of Common Stock (as calculated pursuant to Section 13(d) of the Act and Rule 13d-3 promulgated thereunder) to exceed 9.99% of the outstanding Common Stock, and expires on October 14, 2024. The Series E Warrant is currently exercisable at a price of $4.00 per share (subject to adjustment as provided in the Series E Warrant), subject to a 9.99% beneficial ownership cap that prohibits the issuance of shares of Common Stock upon exercise of the Series E Warrant to the extent such issuance would cause the holder’s beneficial ownership of Common Stock (as calculated pursuant to Section 13(d) of the Act and Rule 13d-3 promulgated thereunder) to exceed 9.99% of the outstanding Common Stock, and expires on July 27, 2023. The Series F Warrant is currently exercisable at a price of $2.40 per share (subject to adjustment as provided in the Series F Warrant), subject to a 9.99% beneficial ownership cap that prohibits the issuance of shares of Common Stock upon exercise of the Series F Warrant to the extent such issuance would cause the holder’s beneficial ownership of Common Stock (as calculated pursuant to Section 13(d) of the Act and Rule 13d-3 promulgated thereunder) to exceed 9.99% of the outstanding Common Stock, and expires on May 20, 2024. The Series G Warrant is currently exercisable at a price of $2.40 per share (subject to adjustment as provided in the Series G Warrant), subject to a 9.99% beneficial ownership cap that prohibits the issuance of shares of Common Stock upon exercise of the Series G Warrant to the extent such issuance would cause the holder’s beneficial ownership of Common Stock (as calculated pursuant to Section 13(d) of the Act and Rule 13d-3 promulgated thereunder) to exceed 9.99% of the outstanding Common Stock, and expires on May 20, 2024. The Series H Warrant is currently exercisable at a price of $1.2075 per share (subject to adjustment as provided in the Series H Warrant), subject to a 9.99% beneficial ownership cap that prohibits the issuance of shares of Common Stock upon exercise of the Series H Warrant to the extent such issuance would cause the holder’s beneficial ownership of Common Stock (as calculated pursuant to Section 13(d) of the Act and Rule 13d-3 promulgated thereunder) to exceed 9.99% of the outstanding Common Stock, and expires on June 5, 2025. The Pre-Funded Warrant is currently exercisable at a price of $0.00001 per share (subject to adjustment as provided in the Pre-Funded Warrant), subject to a 9.99% beneficial ownership cap that prohibits the issuance of shares of Common Stock upon exercise of the Pre-Funded Warrant to the extent such issuance would cause the holder’s beneficial ownership of Common Stock (as calculated pursuant to Section 13(d) of the Act and Rule 13d-3 promulgated thereunder) to exceed 9.99% of the outstanding Common Stock, and expires upon full exercise. Each of the warrants described in clauses (ii) through (xi) above include a customary “cashless” exercise provision, which may be used to acquire underlying shares of Common Stock if at the time of exercise an effective registration statement registering the resale of such shares under the Securities Act of 1933, as amended (the “Securities Act”), is not available to the warrant holder. 

 

 

 

 

  2

Based on the information provided by the Issuer to LPC Fund, there was a total of 23,997,643 shares of Common Stock outstanding as of July 6, 2020, which includes the 379,900 shares of Common Stock previously issued to LPC Fund. Pursuant to Rule 13d-3(d)(1)(i) under the Act, the denominator used in the calculation for the percentage of class owned by the Reporting Persons, assumes the issuance of 6,364 shares of Common Stock underlying the Amended Series A Warrant, 12,727 shares of Common Stock underlying the Series A Warrant, 46,848 shares of Common Stock underlying the Series A Warrant II, 133,334 shares of Common Stock underlying the Series C Warrant, 104,069 shares of Common Stock underlying the Series D Warrant, 500,000 shares of Common Stock underlying the Series E Warrant, 198,200 shares of Common Stock underlying the Series F Warrant, 201,800 shares of Common Stock underlying the Series G Warrant, 543,480 shares of Common Stock underlying the Series H Warrant, and 186,960 shares of Common Stock underlying the Pre-Funded Warrant, in each case representing the approximate maximum number of shares (in addition to the 379,900 outstanding shares of Common Stock referred to in the prior sentence) that may be acquired by LPC Fund upon exercise of the such warrant without exceeding the 9.99% beneficial ownership limitation contained in such warrant. Each of the Warrants was previously subject to a 4.99% beneficial ownership limitation that prohibited the issuance of shares of Common Stock upon exercise of such Warrants to the extent such issuance would cause the holder’s beneficial ownership of Common Stock (as calculated pursuant to Section 13(d) of the Act and Rule 13d-3 promulgated thereunder) to exceed 4.99% of the outstanding Common Stock; provided that the holder was entitled to elect upon 61 days’ notice to adjust such beneficial ownership cap to not more than 9.99% of the outstanding Common Stock. On July 10, 2020, LPC Fund provided notice to adjust such beneficial ownership cap on each Warrant to not more than 9.99% of the outstanding Common Stock. Therefore, as of July 11, 2020, the Reporting Persons may be deemed to beneficially own an aggregate of 2,313,683 shares of Common Stock (as calculated pursuant to Section 13(d) of the Act, and Rule 13d-3 promulgated thereunder), representing 8.92% of the outstanding shares of Common Stock (based on such information regarding the outstanding shares of Common Stock supplied by the Issuer to LPC Fund). 

     
  3 Represents the total number of shares of Common Stock beneficially owned by the Reporting Persons as of the date of this statement (as calculated pursuant to Section 13(d) of the Act and Rule 13d-3 promulgated thereunder), as described in Footnote 1 above.

 

 

 

 

SCHEDULE 13G

 

CUSIP NO. 15117F500

 

Page 11 of 13

As of July 11, 2020, LPC Fund beneficially owned, directly, the following securities of the Issuer: (i) 379,900 shares of Common Stock, purchased by LPC Fund directly from the Issuer in the Private Placement, (ii) 6,364 shares of Common Stock currently exercisable under the Amended Series A Warrant, (iii) 12,727 shares of Common Stock currently exercisable under the Series A Warrant, (iv) 46,848 shares of Common Stock currently exercisable under the Series A Warrant II, (v) 133,334 shares of Common Stock currently exercisable under the Series C Warrant, (vi) 104,069 shares of Common Stock currently exercisable under the Series D Warrant, (vii) 500,000 shares of Common Stock currently exercisable under the Series E Warrant, (viii) 198,200 shares of Common Stock currently exercisable under the Series F Warrant, (ix) 201,800 shares of Common Stock currently exercisable under the Series G Warrant, (x) 543,480 shares of Common Stock currently exercisable under the Series H Warrant, and (xi) 186,960 shares of Common Stock currently exercisable under the Pre-Funded Warrant. In the case of each of the Warrants, the warrant amounts are in addition to the 379,900 outstanding shares of Common Stock issued to LPC Fund and referred to in clause (i) above and are subject to a 9.99% beneficial ownership cap that prohibits the issuance of shares of Common Stock upon exercise of any Warrants to the extent such issuance would cause the holder’s beneficial ownership of Common Stock (as calculated pursuant to Section 13(d) of the Act and Rule 13d-3 promulgated thereunder) to exceed 9.99% of the outstanding Common Stock.

 

The Warrants each include a customary “cashless” exercise provision, which may be used to acquire underlying shares of Common Stock if at the time of exercise an effective registration statement registering the resale of such shares under the Act is not available to the warrant holder.

 

LPC is the Managing Member of LPC Fund. RCC and Alex Noah are the Managing Members of LPC. Mr. Scheinfeld is the president and sole shareholder of RCC, as well as a principal of LPC. Mr. Cope is the president and sole shareholder of Alex Noah, as well as a principal of LPC. As a result of the foregoing, Mr. Scheinfeld and Mr. Cope have shared voting and shared investment power over the shares of Common Stock of the Issuer held directly by LPC Fund.

 

Pursuant to Section 13(d) of the Act and the rules thereunder, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope may be deemed to be a beneficial owner of the shares of Common Stock of the Issuer beneficially owned directly by LPC Fund.

 

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Pursuant to Rule 13d-4 of the Act, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope disclaims beneficial ownership of the shares of Common Stock of the Issuer held directly by LPC Fund.

  

 

 

 

SCHEDULE 13G

 

CUSIP NO. 15117F500

 

Page 12 of 13
Item 5.

Ownership of Five Percent or Less of a Class. 

     

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 ¨.

 

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

 

 

Not applicable.

 


Item 7.

Identification and Classification of 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 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.

 

 

 

 

SCHEDULE 13G

 

CUSIP NO. 15117F500 Page 13 of 13

 

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.

 

Dated: July 13, 2020

 

LINCOLN PARK CAPITAL FUND, LLC   LINCOLN PARK CAPITAL, LLC
     
BY: LINCOLN PARK CAPITAL, LLC   BY: ROCKLEDGE CAPITAL CORPORATION
     
BY: ROCKLEDGE CAPITAL CORPORATION    
       
     
By: /s/ Joshua B. Scheinfeld   By: /s/ Joshua B. Scheinfeld
  Name: Joshua B. Scheinfeld     Name: Joshua B. Scheinfeld
  Title: President     Title: President
     
LINCOLN PARK CAPITAL FUND, LLC   LINCOLN PARK CAPITAL, LLC
     
BY: LINCOLN PARK CAPITAL, LLC   BY: ALEX NOAH INVESTORS, INC.
     
BY: ALEX NOAH INVESTORS, INC.    
       
     
By: /s/ Jonathan I. Cope   By: /s/ Jonathan I. Cope
  Name: Jonathan I. Cope     Name: Jonathan I. Cope
  Title: President     Title: President
     
ROCKLEDGE CAPITAL CORPORATION   ALEX NOAH INVESTORS, INC.
     
     
By: /s/ Joshua B. Scheinfeld   By: /s/ Jonathan I. Cope
  Name: Joshua B. Scheinfeld     Name: Jonathan I. Cope
  Title: President     Title: President
     
JOSHUA B. SCHEINFELD   JONATHAN I. COPE
     
     
By: /s/ Joshua B. Scheinfeld   By: /s/ Jonathan I. Cope
  Name: Joshua B. Scheinfeld     Name: Jonathan I. Cope
  Title: President     Title: President

 

 

 

 

LIST OF EXHIBITS

Exhibit No. Description
   
1 Joint Filing Agreement

 

 

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