| Item 1. | |
| (a) | Name of issuer:
Cellectar Biosciences, Inc. |
| (b) | Address of issuer's principal executive offices:
100 Campus Drive, Florham Park, NJ 07932 |
| Item 2. | |
| (a) | Name of person filing:
(i) Hexstone Capital LLC, a Nevada limited liability company ("Hexstone"); and
(ii) Brendan O'Neil ("Mr. O'Neil").
The foregoing persons are hereinafter collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13G, pursuant to which such Reporting Persons have agreed to file this Schedule 13G and all subsequent amendments to the Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein. |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 3053 Fillmore St, Suite 303, San Francisco, CA 94123. |
| (c) | Citizenship:
Hexstone is a limited liability company organized under the laws of the State of Nevada. Mr. O'Neil is a citizen of the United States. |
| (d) | Title of class of securities:
Common Stock, par value $0.00001 per share |
| (e) | CUSIP No.:
15117F880 |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G and is incorporated herein by reference for each such Reporting Person.
The share amounts and ownership percentages reported (i) are based on 2,677,039 shares of Common Stock outstanding following the closing of the Offering disclosed in the Prospectus (assuming no exercise of the over-allotment option described therein and no exercise of any of the warrants issued in connection with the Offering) and (ii) give no effect to the exercise of any Warrants indirectly held by Hexstone, which are subject to a Blocker.
Hexstone holds (i) 150,000 shares of Common Stock and (ii) 150,000 Warrants exercisable for up to 150,000 shares of Common Stock, none of which are deemed beneficially owned by Hexstone as a result of triggering the Blocker in the Warrants, which prohibits Hexstone from exercising the Warrants for shares of Common Stock if, as a result of such exercise, the holder thereof, together with its affiliates and any persons acting as a group together with such holder or any of such affiliates, would beneficially own more than 4.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to any such exercise.
Consequently, Hexstone is the beneficial owner of 150,000 shares of Common Stock (the "Shares"). Hexstone has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by its managing member, Mr. O'Neil. Mr. O'Neil does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. O'Neil may be deemed to beneficially own the Shares which are beneficially owned by Hexstone. |
| (b) | Percent of class:
5.6% |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
(A) Hexstone: 0.00
(B) Mr. O'Neil: 0.00
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| | (ii) Shared power to vote or to direct the vote:
(A) Hexstone: 150,000.00
(B) Mr. O'Neil: 150,000.00
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| | (iii) Sole power to dispose or to direct the disposition of:
(A) Hexstone: 0.00
(B) Mr. O'Neil: 0.00
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| | (iv) Shared power to dispose or to direct the disposition of:
(A) Hexstone: 150,000.00
(B) Mr. O'Neil: 150,000.00
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed herewith. |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)