0001214659-19-003842.txt : 20190528 0001214659-19-003842.hdr.sgml : 20190528 20190528162155 ACCESSION NUMBER: 0001214659-19-003842 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190528 DATE AS OF CHANGE: 20190528 GROUP MEMBERS: KEVIN TANG GROUP MEMBERS: TANG CAPITAL MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cellectar Biosciences, Inc. CENTRAL INDEX KEY: 0001279704 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043321804 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85798 FILM NUMBER: 19858077 BUSINESS ADDRESS: STREET 1: 100 CAMPUS DRIVE CITY: FLORHAM PARK STATE: NJ ZIP: 07932 BUSINESS PHONE: (608) 441-8120 MAIL ADDRESS: STREET 1: 100 CAMPUS DRIVE CITY: FLORHAM PARK STATE: NJ ZIP: 07932 FORMER COMPANY: FORMER CONFORMED NAME: NOVELOS THERAPEUTICS, INC. DATE OF NAME CHANGE: 20050617 FORMER COMPANY: FORMER CONFORMED NAME: COMMON HORIZONS INC DATE OF NAME CHANGE: 20040211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TANG CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001191935 IRS NUMBER: 680517277 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4747 EXECUTIVE DRIVE STREET 2: SUITE 510 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-200-3830 MAIL ADDRESS: STREET 1: 4747 EXECUTIVE DRIVE STREET 2: SUITE 510 CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 13G 1 g523190sc13g.htm

 

 SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No.  )*

 

 

Cellectar Biosciences, Inc.

(Name of Issuer)

 

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

 

 

 

15117F500

(CUSIP Number)

 

 

 

 

May 15, 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)

 

ýRule 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 1 of 8 pages 
 

 

CUSIP No. 15117F500 13G Page 2 of 8 Pages

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

TANG CAPITAL PARTNERS, LP

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

 

637,715

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

637,715

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

637,715

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.8%

12

TYPE OF REPORTING PERSON

 

PN

 

  Page 2 of 8 pages 
 

 

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

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

 

637,715

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

637,715

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

637,715

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.8%

12

TYPE OF REPORTING PERSON

 

OO

 

  Page 3 of 8 pages 
 

 

CUSIP No.  15117F500 13G Page 4 of 8 Pages

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

KEVIN TANG

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)  ¨

(b)  ý

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

 

637,715

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

637,715

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

637,715

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.8%

12

TYPE OF REPORTING PERSON

 

IN

 

  Page 4 of 8 pages 
 

 

Item 1(a).Name of Issuer:

 

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

 

Item 1(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 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.

 

Item 2(b).Address of Principal Business Office or, if none, Residence:

 

4747 Executive Drive, Suite 510, San Diego, CA 92121

 

Item 2(c).Citizenship:

 

Tang Capital Partners is a Delaware limited partnership. Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen.

 

Item 2(d).Title of Class of Securities:

 

Common Stock, par value $0.00001 per share (the “Common Stock”)

 

Item 2(e).CUSIP Number: 15117F500

 

Item 3.Not applicable.

 

Item 4.Ownership.

 

(a)Amount Beneficially Owned:

 

Tang Capital Partners. Tang Capital Partners is the beneficial owner of 637,715 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.

 

The percentages used herein are based on 9,396,036 shares of Common Stock outstanding reported to be issued and outstanding in the Company’s Prospectus filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on May 17, 2019 after giving effect to the completion of the offering as described therein and in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2019.

 

  Page 5 of 8 pages 
 

   

  (b)  Percent of Class:

 

Tang Capital Partners 6.8%
Tang Capital Management 6.8%
Kevin Tang 6.8%

 

  (c)  Number of shares as to which such person has:

 

  (i)  sole power to vote or to direct the vote:

 

Tang Capital Partners 0 shares
Tang Capital Management 0 shares
Kevin Tang 0 shares

 

  (ii)  shared power to vote or to direct the vote:

 

Tang Capital Partners 637,715 shares
Tang Capital Management 637,715 shares
Kevin Tang 637,715 shares

 

  (iii)  sole power to dispose or to direct the disposition of:

 

Tang Capital Partners 0 shares
Tang Capital Management 0 shares
Kevin Tang 0 shares

 

  (iv)  shared power to dispose or to direct the disposition of:

 

Tang Capital Partners 637,715 shares
Tang Capital Management 637,715 shares
Kevin Tang 637,715 shares

 

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 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.

 

  Page 6 of 8 pages 
 

 

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.

 

  Page 7 of 8 pages 
 

 

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:  May 28, 2019    
       
       
TANG CAPITAL PARTNERS, LP  
       
By: Tang Capital Management, LLC, its General Partner  
       
       
By: /s/ Kevin Tang  
  Kevin Tang, Manager  
       
       
TANG CAPITAL MANAGEMENT, LLC  
       
       
By: /s/ Kevin Tang  
  Kevin Tang, Manager  
       
       
/s/ Kevin Tang  
Kevin Tang  

 

 

Page 8 of 8 pages

 

 

 

 EX-99.1 2 ex99_1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.00001 par value per share, of Cellectar Biosciences, Inc. and further agree to the filing of this agreement as an exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.

 

         
Date: May 28, 2019 TANG CAPITAL PARTNERS, LP
 		  
  By:   Tang Capital Management, LLC    
  Its:   General Partner   
     
  By:   /s/ Kevin Tang  
    Name:   Kevin Tang   
    Title:   Manager   
 
  TANG CAPITAL MANAGEMENT, LLC
 		  
  By:   /s/ Kevin Tang  
    Name:   Kevin Tang   
    Title:   Manager   
     
  /s/ Kevin Tang  
  Name:   Kevin Tang