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, par value $0.00001
(Title of Class of Securities)
15117F500
(CUSIP Number)
May 16, 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 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 8
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.
931,764* | |||||
| 7 | Sole dispositive power.
-0- | |||||
| 8 | Shared dispositive power.
931,764* | |||||
| 9 | Aggregate amount beneficially owned by each reporting person.
931,764* | |||||
| 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).
9.99%** | |||||
| 12 | Type of reporting person
OO | |||||
| * | This number includes 11,764 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 Form8-K filed with the Securities and Exchange Commission (“SEC”) on May 20, 2019 (the “Offerings”). |
| ** | Based on 9,326,973 shares of Common Stock outstanding, which is the sum of (i) 5,315,209 shares of Common Stock outstanding as of May 1, 2019 as set forth in the Issuer’s Quarterly Report on Form10-Q filed with the SEC on May 6, 2019, (ii) an aggregate of 4,000,000 shares of Common Stock issued in the Offerings, and (iii) 11,764 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 8
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.
931,764* | |||||
| 7 | Sole dispositive power.
-0- | |||||
| 8 | Shared dispositive power.
931,764* | |||||
| 9 | Aggregate amount beneficially owned by each reporting person.
931,764* | |||||
| 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).
9.99%** | |||||
| 12 | Type of reporting person
CO | |||||
| * | This number includes 11,764 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 9,326,973 shares of Common Stock outstanding, which is the sum of (i) 5,315,209 shares of Common Stock outstanding as of May 1, 2019 as set forth in the Issuer’s Quarterly Report on Form10-Q filed with the SEC on May 6, 2019, (ii) an aggregate of 4,000,000 shares of Common Stock issued in the Offerings, and (iii) 11,764 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 8
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.
931,764* | |||||
| 7 | Sole dispositive power.
-0- | |||||
| 8 | Shared dispositive power.
931,764* | |||||
| 9 | Aggregate amount beneficially owned by each reporting person.
931,764* | |||||
| 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).
9.99%** | |||||
| 12 | Type of reporting person
IN | |||||
| * | This number includes 11,764 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 9,326,973 shares of Common Stock outstanding, which is the sum of (i) 5,315,209 shares of Common Stock outstanding as of May 1, 2019 as set forth in the Issuer’s Quarterly Report on Form10-Q filed with the SEC on May 6, 2019, (ii) an aggregate of 4,000,000 shares of Common Stock issued in the Offerings, and (iii) 11,764 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 8
| Item 1(a). | Name of Issuer: |
Cellectar Biosciences Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
100 Campus Drive
Florham Park, NJ 07932
| Item 2(a). | Name of Person Filing: |
This Schedule 13G is jointly filed 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”). Boxer Management is the managing member and majority owner of Boxer Capital. Joe Lewis is the sole indirect beneficial owner of and controls Boxer Management.
| Item 2(b). | Address of Principal Business Office, or, if none, Residence: |
The principal business address of Boxer Capital is: 11682 El Camino Real, Suite 320, San Diego, CA 92130. The principal business address of Boxer Management and Joe Lewis is: Cay House, EP Taylor Drive N7776, Lyford Cay, New Providence, Bahamas.
| Item 2(c). | Citizenship: |
Boxer Capital is a limited liability company organized under the laws of Delaware. Boxer Management is a corporation organized under the laws of the Bahamas. Joe Lewis is a citizen of the United Kingdom.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.00001 (the “Common Stock”)
| Item 2(e). | CUSIP Number: |
15117F500
| Item 3. | If this statement is filed pursuant to Rule13d-1(b), or13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
The Reporting Persons beneficially own 931,764 shares of Common Stock.
| (b) | Percent of class: |
The number of shares of Common Stock beneficially owned by the Reporting Persons represent 9.99% of the Issuer’s outstanding Common Stock (based on 9,326,973 shares of Common Stock outstanding, which is the sum of (i) 5,315,209 shares of Common Stock outstanding as of May 1, 2019 as set forth in the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission (“SEC”) on May 6, 2019, (ii) an aggregate of 4,000,000 shares of Common Stock issued in a registered direct offering and concurrent private placement as set forth in the Issuer’s Current Report on Form8-K filed with the SEC on May 20, 2019 (the “Offerings”), and (iii) 11,764 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).
Page 6 of 8
| (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 931,764 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 931,764 shares of Common Stock they beneficially own.
In connection with the Offerings, Boxer Capital acquired a Series G warrant to purchase 464,140 shares of Common Stock (the “Series G Warrant”) and a Series F warrant to purchase 455,860 shares of Common Stock (the “Series F Warrant,” together with the Series G Warrant, the “Warrants”). The Warrants have an exercise price equal to $2.40 per share of Common Stock, subject to adjustment in the event of stock dividends, distributions and splits, stock combinations or similar events affecting the Common Stock. The Warrants may be exercised at any time and will expire on May 20, 2024; provided, however, pursuant to its terms, the Warrants are only exercisable to the extent that Boxer Capital (together with Boxer Capital’s affiliates) would beneficially own no more than 9.99% of the outstanding shares of Common Stock after exercise. Except as otherwise provided in the Warrants, or by virtue of Boxer Capital’s ownership of Common Stock, Boxer Capital does not have the rights or privileges of holders of Common Stock with respect to the Warrants, including any voting rights, until Boxer Capital exercises the Warrants. Copies of the forms of Series F Warrant and Series G Warrant are filed herewith as exhibits and incorporated herein by reference, and any description herein of the Warrants is qualified in its entirety by reference to the forms of warrant.
| 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. |
Only Boxer Capital has the right to receive dividends and the proceeds from the sale of the shares of Common Stock held by Boxer Capital.
| Item 7. | Identification and Classification of the 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.
Page 7 of 8
| 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. |
| 2. | Form of Series F Common Stock Purchase Warrant, incorporated herein by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed on May 20, 2019. |
| 3. | Form of Series G Common Stock Purchase Warrant, incorporated herein by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K, filed on May 20, 2019. |
Page 8 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.
May 28, 2019
| 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 | ||