UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Cellectar Biosciences Inc.

(Name of Issuer)

Common Stock, par value $0.00001

(Title of Class of Securities)

15117F500

(CUSIP Number)

December 31, 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)

 

 

Rule 13d-1(c)

 

 

Rule 13d-1(d)

 

*

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).

 

 

 


      Page 2 of 7
CUSIP No. 15117F500      

 

  1    

  Name of reporting persons.

 

  Boxer Capital, LLC

  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-

   6   

  Shared voting power.

 

  1,840,000*

   7   

  Sole dispositive power.

 

  -0-

   8   

  Shared dispositive power.

 

  1,840,000*

  9    

  Aggregate amount beneficially owned by each reporting person.

 

  1,840,000*

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).

 

  4.0%**

12  

  Type of reporting person

 

  OO

 

*

This number includes 920,000 shares of Common Stock that Boxer Capital has the right to acquire pursuant to a warrant to purchase Common Stock issued in connection with a registered direct offering and concurrent private placement as set forth in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 20, 2019 (the “Offerings”).

**

Based on 46,367,729 shares of Common Stock outstanding, which is the sum of (i) 45,447,729 shares of Common Stock outstanding as of January 15, 2021 as set forth in the Issuer’s prospectus filed with the SEC on February 1, 2021 (the “Prospectus”), and (ii) 920,000 shares of Common Stock that Boxer Capital has the right to acquire pursuant to a warrant to purchase Common Stock issued in connection with the Offerings.


      Page 3 of 7
CUSIP No. 15117F500      

 

 

  1    

  Name of reporting persons.

 

  Boxer Asset Management Inc.

  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.

 

  Bahamas

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5     

  Sole voting power.

 

  -0-

   6   

  Shared voting power.

 

  1,840,000*

   7   

  Sole dispositive power.

 

  -0-

   8   

  Shared dispositive power.

 

  1,840,000*

  9    

  Aggregate amount beneficially owned by each reporting person.

 

  1,840,000*

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).

 

  4.0%**

12  

  Type of reporting person

 

  CO

 

*

This number includes 920,000 shares of Common Stock that Boxer Capital has the right to acquire pursuant to a warrant to purchase Common Stock issued in connection with the Offerings.

**

Based on 46,367,729 shares of Common Stock outstanding, which is the sum of (i) 45,447,729 shares of Common Stock outstanding as of January 15, 2021 as set forth in the Prospectus, and (ii) 920,000 shares of Common Stock that Boxer Capital has the right to acquire pursuant to a warrant to purchase Common Stock issued in connection with the Offerings.


      Page 4 of 7
CUSIP No. 15117F500      

 

  1    

  Name of reporting persons.

 

  Joe Lewis

  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 Kingdom

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5     

  Sole voting power.

 

  -0-

   6   

  Shared voting power.

 

  1,840,000*

   7   

  Sole dispositive power.

 

  -0-

   8   

  Shared dispositive power.

 

  1,840,000*

  9    

  Aggregate amount beneficially owned by each reporting person.

 

  1,840,000*

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).

 

  4.0%**

12  

  Type of reporting person

 

  IN

 

*

This number includes 920,000 shares of Common Stock that Boxer Capital has the right to acquire pursuant to a warrant to purchase Common Stock issued in connection with the Offerings.

**

Based on 46,367,729 shares of Common Stock outstanding, which is the sum of (i) 45,447,729 shares of Common Stock outstanding as of January 15, 2021 as set forth in the Prospectus, and (ii) 920,000 shares of Common Stock that Boxer Capital has the right to acquire pursuant to a warrant to purchase Common Stock issued in connection with the Offerings.


      Page 5 of 7
     

 

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13G filed on May 28, 2019 (the “Original Filing”) by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”) and Joe Lewis (together with Boxer Capital and Boxer Management, the “Reporting Persons”). The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Filing.

Item 4. Ownership.

 

  (a)

Amount beneficially owned:

The Reporting Persons beneficially own 1,840,000 shares of Common Stock.

 

  (b)

Percent of class:

The number of shares of Common Stock beneficially owned by the Reporting Persons represent 4.0% of the Issuer’s outstanding Common Stock (based on 46,367,729 shares of Common Stock outstanding, which is the sum of (i) 45,447,729 shares of Common Stock outstanding as of January 15, 2021 as set forth in the Issuer’s prospectus filed with the Securities and Exchange Commission on February 1, 2021, and (ii) 920,000 shares of Common Stock that Boxer Capital has the right to acquire pursuant a warrant to purchase Common Stock issued in connection with the Offerings).

 

  (c)

Number of shares as to which such person has:

 

  (i)

Sole power to vote or to direct the vote:

None of the Reporting Persons has sole power to vote or to direct the vote of any shares of Common Stock.

 

  (ii)

Shared power to vote or to direct the vote:

The Reporting Persons have shared power to vote or to direct the vote of the 1,840,000 shares of Common Stock they beneficially own.

 

  (iii)

Sole power to dispose or to direct the disposition of:

None of the Reporting Persons has sole power to dispose or to direct the disposition of any shares of Common Stock.

 

  (iv)

Shared power to dispose or to direct the disposition of:

The Reporting Persons have shared power to dispose or to direct the disposition of the 1,840,000 shares of Common Stock they beneficially own.

Item 5. Ownership of Five Percent or Less of a Class.

With respect to each Reporting Person:

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 5 percent of the class of securities, check the following  ☒.


      Page 6 of 7
     

 

Item 10. Certification.

(c) 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, other than activities solely in connection with a nomination under § 240.14a-11.

Exhibits

 

  1

Joint Filing Agreement, dated May 28, 2019, among the Reporting Persons, incorporated by reference to Exhibit 1 to the Original Filing.


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.

February 16, 2021

 

BOXER CAPITAL, LLC
By:  

/s/ Aaron I. Davis

Name:   Aaron I. Davis
Title:   Authorized Signatory
BOXER ASSET MANAGEMENT INC.
By:  

/s/ Jason Callender

Name:   Jason Callender
Title:   Director
JOSEPH C. LEWIS

/s/ Joseph C. Lewis

Joseph C. Lewis, Individually
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