Filing Details

SCHEDULE 13D

CUSIP No.  15117F302

1)

Name of Reporting Person

Wisconsin Alumni Research Foundation

2)

Check the Appropriate Box if a Member of a Group

(a)  [   ]

(b)  [   ]

3)

SEC Use Only

4)

Source of Funds

OO (501(c)(3) Corporation Funds)

5)

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]

6)

Citizenship or Place of Organization

United States

Number of Shares Beneficially Owned by Each Reporting Person With:

7)	Sole Voting Power:	938,968(1)
8)	Shared Voting Power
9)	Sole Dispositive Power:	938,968(1)
10)	Shared Dispositive Power:

11)

Aggregate Amount Beneficially Owned by Each Reporting Person

938,968⁽¹⁾

12)

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [     ]

13)

Percent of Class Represented by Amount in Row (11)

29.4%

14)

Type of Reporting Person

CO
______
⁽¹⁾  Includes  469,484 shares of the issuers Common Stock underlying Series A Warrants.  See Item 4.

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Item 1.  Security and Issuer

This statement relates to the common stock (Common Stock), $0.00001 par value, of Cellectar Biosciences, Inc., a Delaware corporation (the Company), the principal executive offices of which are located at 3301 Agriculture Drive, Madison, Wisconsin 53716.

Item 2.  Identity and Background

(a)

This statement is filed by Wisconsin Alumni Research Foundation (the Reporting Person) with respect to shares of Common Stock beneficially owned by the Reporting Person.

(b)

The address of the Reporting Person is 614 Walnut Street, 13th Floor, Madison, Wisconsin 53726.

(c)

The Reporting Person is the private, nonprofit dedicated patent and licensing organization for the University of WisconsinMadison.  The Reporting Person generates revenue from licensing royalties and investment activity.

(d)

The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and/or similar misdemeanors).

(e)

The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

The Reporting Person is a nonstock, nonprofit Wisconsin corporation.

Item 3.  Source and Amount of Funds or Other Consideration

The net investment cost (including commissions) of the shares of Common Stock beneficially owned by the Reporting Person and reflected in this Schedule 13D was $1,000,000.  The securities were purchased with the funds of the Reporting Person, which is a 501(c)(3) corporation.

Item 4.  Purpose of Transaction

The Reporting Person acquired the shares of Common Stock reflected in this Schedule 13D for investment purposes, and the Reporting Person intends to evaluate the performance of such shares as an investment in the ordinary course of business.  The Reporting Person has licensed a patent to the Company covering the method of use of CLR-131 as an agent for treating Multiple Myeloma.  The Company already possesses a non-exclusive, worldwide, royalty-free, fully paid-up, irrevocable license to the invention as part of a master agreement with the University of WisconsinMadison.  With this license, the Company will hold the exclusive commercial rights to the patent application.

As part of the transaction pursuant to which the Reporting Person acquired 469,484 of the shares of Common Stock reported as beneficially owned in this Schedule 13D, which was completed as of April 20, 2016, the Reporting Person also acquired 469,484 Series A warrants (the Series A Warrants).   Each Series A Warrant represents the right to purchase one share of Common Stock at an exercise price equal to $3.04, subject to certain adjustments.   Each Series A Warrant was exercisable as of April 20, 2016 and may be exercised up to and including the close of business on the fifth anniversary of the date of issuance.  Each Series A Warrant has a cashless exercise right in the event that the shares of Common Stock

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underlying such warrants are not covered by an effective registration statement at the time of such exercise.  The Series A Warrants are callable by the Company under the circumstances described therein.  

Other than as set forth in this Item 4, the Reporting Person does not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.  The Reporting Person, to the extent permitted by law, may seek to engage in discussions with other stockholders and/or with management and the Board of Directors of the Company concerning the business, operations or future plans of the Company.  Depending on various factors, including, without limitation, the Companys financial position, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Person may, in the future take such actions with respect to its investment in the Company as it deems appropriate including, without limitation, purchasing additional shares of Common Stock, selling shares of Common Stock, taking any other action with respect to the Company or any of its securities in any manner permitted by law or changing its intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.  The Reporting Person reserves the right to take whatever future action it deems appropriate regarding the Company and its securities under the circumstances as they then exist.

Item 5.  Interest in Securities of the Issuer

(a)

The Reporting Person is the beneficial owner of 938,968 shares, or approximately 29.4%, of Common Stock.  This total includes the shares of Common Stock underlying the 469,484 Series A Warrants concurrently acquired by the Reporting Person.  Each Series A Warrant represents the right to purchase one share of Common Stock at an exercise price equal to $3.04, subject to certain adjustments.   See Item 4 for additional information regarding the Series A Warrants.

(b)

The Reporting Person has sole voting and sole dispositive power with respect to 496,484 shares of Common Stock beneficially owned by the Company.

(c)

Not applicable.

(d)

Not applicable.

(e)

Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except for the Series A Warrants acquired by the Reporting Person, the terms of which are described in Item 4 of this Schedule 13D and a form of which is attached hereto as Exhibit 1 and incorporated herein by reference, and as otherwise disclosed in this Schedule 13D, there are no contracts, understandings, or relationships between the Reporting Person and any third person with respect to the shares of Common Stock or any other securities of the Company.

Item 7.  Material to Be Filed as Exhibits

Exhibit 1

Form of Series A Warrants

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Signatures

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:  April 25, 2016

WISCONSIN ALUMNI RESEARCH FOUNDATION

By:  /s/ Carrie Thome                                                      

Carrie Thome
Director of Investments

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