UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 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. | |
| ☐ | 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 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).
| CUSIP No. 15117F500 | SCHEDULE 13G | Page 2 of 8 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON North Sound Management, Inc. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (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 925,000 |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 925,000 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 925,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% | |
| 12 | TYPE OF REPORTING PERSON CO |
| CUSIP No. 15117F500 | SCHEDULE 13G | Page 3 of 8 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brian Miller | |
| 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 of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 925,000 |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 925,000 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 925,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% | |
| 12 | TYPE OF REPORTING PERSON IN |
| CUSIP No. 15117F500 | SCHEDULE 13G | Page 4 of 8 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON North Sound Trading, LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (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 925,000 |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 925,000 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 925,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% | |
| 12 | TYPE OF REPORTING PERSON PN |
| CUSIP No. 15117F500 | SCHEDULE 13G | Page 5 of 8 |
| ITEM 1. | (a) | Name of Issuer: |
Cellectar Biosciences, Inc. (the “Issuer”) | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |
100 Campus Drive Florham Park, New Jersey 07932 | ||
| ITEM 2. | (a) | Name of Person Filing: |
This statement is being filed on behalf of each of the following persons (each, a “Reporting Person” and, collectively, the “Reporting Persons”): | ||
(1) North Sound Management, Inc. (2) Brian Miller (3) North Sound Trading, LP | |||
| Mr. Miller is the sole shareholder of North Sound Management, Inc., the general partner of North Sound Trading, LP. | |||
| (b) | Address of Principal Business Office, or if none, Residence: The principal business address for each of the Reporting Persons is: c/o North Sound Management, Inc. 115 East Putnam Avenue Greenwich, CT 06830 | |
| (c) | Citizenship: | |
See row 4 of the cover page of each Reporting Person. | ||
| (d) | Title of Class of Securities: | |
See cover page. | ||
| (e) | CUSIP Number: See cover page. | |
| 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: | |
| Not applicable. | ||
| ITEM 4. | OWNERSHIP. | |
| (a) | Amount beneficially owned: See row 9 of the cover page of each Reporting Person | |
| (b) | Percent of class: Each of the Reporting Persons may be deemed to be the beneficial owner of 9.8% of the outstanding shares of the Issuer’s common stock, par value $0.00001 per share (“Common Stock”). The calculations of beneficial ownership percentage is based on 9,396,036 shares of Common Stock issued and outstanding as of November 7, 2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2019. | |
| CUSIP No. 15117F500 | SCHEDULE 13G | Page 6 of 8 |
| (c) | Number of shares as to which such person has: | ||
| (i) | Sole power to vote or to direct the vote: See row 5 of the cover page of each Reporting Person. | ||
| (ii) | Shared power to vote or to direct the vote: See row 6 of the cover page of each Reporting Person. | ||
| (iii) | Sole power to dispose or to direct the disposition of: See row 7 of the cover page of each Reporting Person. | ||
| (iv) | Shared power to dispose or to direct the disposition of: See row 8 of the cover page of each Reporting Person. | ||
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
| Not applicable. | |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
| Not applicable. | |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
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. | CERTIFICATION. |
| 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. | |
| CUSIP No. 15117F500 | SCHEDULE 13G | Page 7 of 8 |
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: February 7, 2020
| NORTH SOUND MANAGEMENT, INC. | ||||
| By: | /s/ Brian Miller | |||
| Name: | Brian Miller | |||
| Title: | President | |||
| NORTH SOUND TRADING, LP | ||||
By: North Sound Management, Inc., its | ||||
| general partner | ||||
| By: | /s/ Brian Miller | |||
| Name: | Brian Miller | |||
| Title: | President | |||
| /s/ Brian Miller | ||||
| Brian Miller | ||||
| CUSIP No. 15117F500 | SCHEDULE 13G | Page 8 of 8 |
Exhibit Index
| Exhibit No. | Description | |
| 99.1 |