0000929638-14-000729.txt : 20140902 0000929638-14-000729.hdr.sgml : 20140901 20140902150230 ACCESSION NUMBER: 0000929638-14-000729 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140902 DATE AS OF CHANGE: 20140902 GROUP MEMBERS: BIHUA CHEN GROUP MEMBERS: CORMORANT GLOBAL HEALTHCARE GP LLC GROUP MEMBERS: CORMORANT GLOBAL HEALTHCARE MASTER FUND LP 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: 141077414 BUSINESS ADDRESS: STREET 1: 3301 AGRICULTURE DRIVE CITY: MADISON STATE: WI ZIP: 53716 BUSINESS PHONE: 617-244-1616 MAIL ADDRESS: STREET 1: 3301 AGRICULTURE DRIVE CITY: MADISON STATE: WI ZIP: 53716 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: Cormorant Asset Management, LLC CENTRAL INDEX KEY: 0001583977 IRS NUMBER: 462108927 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 HIGH STREET, SUITE 1105 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-848-3429 MAIL ADDRESS: STREET 1: 100 HIGH STREET, SUITE 1105 CITY: BOSTON STATE: MA ZIP: 02110 SC 13G 1 body_13g.htm SCHEDULE 13G body_13g.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
 
 
 
Under the Securities Exchange Act of 1934
 
 
 
(Amendment No. ___)*
 

 
Cellectar Biosciences, Inc.
 
 
(Name of Issuer)
 

 
Common Stock
 
 
(Title of Class of Securities)
 

 
15117F203
 
 
(CUSIP Number)
 

 
August 15, 2014
 
 
(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)
 
[x]           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).
 


 
 

 
CUSIP NO.   15117F203
 


1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Global Healthcare Master Fund, LP
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
(b)           [x]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
 
Cayman Islands
 

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
1,060,000 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
1,060,000 shares
 
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,060,000 shares
 
Refer to Item 4 below.
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
11
Percent of Class Represented by Amount in Row (9)*
 
13.1%
 
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
PN (Partnership)
 


 
2

 
CUSIP NO.   15117F203
 



1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Global Healthcare GP, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
(b)           [x]
 
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 shares
 
6    Shared Voting Power
 
1,060,000 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
1,060,000 shares
 
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,060,000 shares
 
Refer to Item 4 below.
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
11
Percent of Class Represented by Amount in Row (9)*
 
13.1%
 
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 

 

 
3

 
CUSIP NO.   15117F203
 

 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Asset Management, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
(b)           [x]
 
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 shares
 
6    Shared Voting Power
 
1,060,000 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
1,060,000 shares
 
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,060,000 shares
 
Refer to Item 4 below.
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
11
Percent of Class Represented by Amount in Row (9)*
 
13.1%
 
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 

 

 
4

 
CUSIP NO.   15117F203
 

 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Bihua Chen
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
(b)           [x]
 
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 shares
 
6    Shared Voting Power
 
1,060,000 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
1,060,000 shares
 
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,060,000 shares
 
Refer to Item 4 below.
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
11
Percent of Class Represented by Amount in Row (9)*
 
13.1%
 
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
IN (Individual)
 

 

 
5

 
CUSIP NO.   15117F203
 


Item 1.
 
 
(a)
Name of Issuer
 
Cellectar Biosciences, Inc.
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
3301 Agriculture Drive
Madison, Wisconsin 53716
 

Item 2.
 
 
(a)
Name of Person Filing
 
Cormorant Global Healthcare Master Fund, LP
Cormorant Global Healthcare GP, LLC
Cormorant Asset Management, LLC
Bihua Chen
 
(b)
Address of Principal Business Office or, if none, Residence
 
 
100 High Street, Suite 1105
Boston, MA 02110
 
(c)
Citizenship
 
 
Cormorant Global Healthcare Master Fund, LP - Cayman Islands
Cormorant Global Healthcare GP, LLC - Delaware
Cormorant Asset Management, LLC - Delaware
Bihua Chen - United States
 
(d)
Title of Class of Securities
 
 
Common Shares
 
(e)
CUSIP Number
 
15117F203
 
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).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).


 
6

 
CUSIP NO.   15117F203
 


Item 4.
Ownership***
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)
Amount Beneficially Owned***
 
 
Cormorant Global Healthcare Master Fund, LP - 1,060,000 shares
Cormorant Global Healthcare GP, LLC - 1,060,000 shares
Cormorant Asset Management, LLC - 1,060,000 shares
Bihua Chen - 1,060,000 shares
 
(b)
Percent of Class
 
 
Cormorant Global Healthcare Master Fund, LP - 13.1%
Cormorant Global Healthcare GP, LLC - 13.1%
Cormorant Asset Management, LLC - 13.1%
Bihua Chen - 13.1%
 
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote
 
   
Cormorant Global Healthcare Master Fund, LP - 0 shares
Cormorant Global Healthcare GP, LLC - 0 shares
Cormorant Asset Management, LLC - 0 shares
Bihua Chen - 0 shares
 
 
(ii)
shared power to vote or to direct the vote
   
 
Cormorant Global Healthcare Master Fund, LP - 1,060,000 shares
Cormorant Global Healthcare GP, LLC - 1,060,000 shares
Cormorant Asset Management, LLC - 1,060,000 shares
Bihua Chen - 1,060,000 shares
 
 
(iii)
sole power to dispose or to direct the disposition of
 
   
Cormorant Global Healthcare Master Fund, LP - 0 shares
Cormorant Global Healthcare GP, LLC - 0 shares
Cormorant Asset Management, LLC - 0 shares
Bihua Chen - 0 shares
 
 
(iv)
shared power to dispose or to direct the disposition of
 
   
 
Cormorant Global Healthcare Master Fund, LP - 1,060,000 shares
Cormorant Global Healthcare GP, LLC - 1,060,000 shares
Cormorant Asset Management, LLC - 1,060,000 shares
Bihua Chen - 1,060,000 shares
 
 
*** Shares reported herein represent 530,000 shares held by Cormorant Global Healthcare Master Fund, LP (the “Fund”) and 530,000 shares issuable upon the exercise of warrants held by the Fund.  Cormorant Global Healthcare GP, LLC serves as the general partner of the Fund, and Cormorant Asset Management, LLC serves as the investment manager of the Fund.  Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC and Cormorant Asset Management, LLC.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
 
 
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.
 
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.

 
7

 
CUSIP NO.   15117F203
 


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.
 
September 2, 2014
 
 
CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP
By: Cormorant Global Healthcare GP, LLC
       its General Partner
 
       
 
By:
/s/ Bihua Chen  
    Name: Bihua Chen   
    Title:  Managing Member   
       
 
  CORMORANT GLOBAL HEALTHCARE GP, LLC  
       
 
By:
/s/ Bihua Chen  
    Name: Bihua Chen  
    Title:  Managing Member   
       
 
  CORMORANT ASSET MANAGEMENT, LLC  
       
 
By:
/s/ Bihua Chen  
    Name: Bihua Chen  
    Title:  Managing Member   
       

     
       
 
By:
/s/ Bihua Chen  
    Bihua Chen  
       
             
 
 
8

 
EX-1 2 exh_1.htm EXHIBIT 1 JOINT FILING AGREEMENT exh_1.htm
Exhibit 1
 
JOINT FILING AGREEMENT
 
This Joint Filing Agreement, dated as of September 2, 2014, is by and among Cormorant Global Healthcare Master Fund, LP, Cormorant Global Healthcare GP, LLC, Cormorant Asset Management, LLC and Bihua Chen (collectively, the "Filers").
 
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Common Shares of Cellectar Biosciences, Inc. beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.

 
 
CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP
By: Cormorant Global Healthcare GP, LLC
       its General Partner
 
       
 
By:
/s/ Bihua Chen  
    Name: Bihua Chen   
    Title:  Managing Member   
       
 
  CORMORANT GLOBAL HEALTHCARE GP, LLC  
       
 
By:
/s/ Bihua Chen  
    Name: Bihua Chen  
    Title:  Managing Member   
       
 
  CORMORANT ASSET MANAGEMENT, LLC  
       
 
By:
/s/ Bihua Chen  
    Name: Bihua Chen  
    Title:  Managing Member   
       

     
       
 
By:
/s/ Bihua Chen  
    Bihua Chen