UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 7)
Under the Securities Exchange Act of 1934
Cellectar Biosciences, Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
15117F500
(CUSIP Number)
July 25, 2024
(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 disclosures provided in a prior cover page.
The information required on 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).
NYC#: 139632.2
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CUSIP No. 15117F500 |
| 13G/A |
| Page 2 of 10 Pages |
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1. |
| NAMES OF REPORTING PERSONS |
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2. |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3. |
| SEC USE ONLY |
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4. |
| CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
| 5. |
| SOLE VOTING POWER |
| 6. |
| SHARED VOTING POWER 5,077,933 shares of Common Stock issuable upon conversion of Preferred Stock 6,970,425 shares of Common Stock issuable upon exercise of warrants | |
| 7. |
| SOLE DISPOSITIVE POWER | |
| 8. |
| SHARED DISPOSITIVE POWER 5,077,933 shares of Common Stock issuable upon conversion of Preferred Stock 6,970,425 shares of Common Stock issuable upon exercise of warrants |
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9. |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,077,933 shares of Common Stock issuable upon conversion of Preferred Stock 6,970,425 shares of Common Stock issuable upon exercise of warrants |
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10. |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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11. |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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12. |
| TYPE OF REPORTING PERSON (see instructions) |
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1 This percentage is calculated based upon 36,814,858 shares of the Issuer’s common stock outstanding as of May 14, 2024 in accordance with Issuer’s S-3 filed on May 24, 2024 and preferred shares converted by Rosalind Master Fund L.P. However, as more fully described in Item 3, the securities reported in rows (8), (10) and (11) show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (8), (10) and (11).
NYC#: 139632.2
CUSIP No. 15117F500 |
| 13G/A |
| Page 3 of 10 Pages | ||
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1. |
| NAMES OF REPORTING PERSONS |
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2. |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3. |
| SEC USE ONLY |
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4. |
| CITIZENSHIP OR PLACE OF ORGANIZATION |
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9. |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,077,933 shares of Common Stock issuable upon conversion of Preferred Stock 6,970,425 shares of Common Stock issuable upon exercise of warrants |
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10. |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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11. |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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12. |
| TYPE OF REPORTING PERSON (see instructions) |
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NYC#: 139632.2
CUSIP No. 15117F500 |
| 13G/A |
| Page 4 of 10 Pages | ||
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1. |
| NAMES OF REPORTING PERSONS |
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2. |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3. |
| SEC USE ONLY |
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4. |
| CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
| 5. |
| SOLE VOTING POWER |
| 6. |
| SHARED VOTING POWER 5,077,933 shares of Common Stock issuable upon conversion of Preferred Stock 6,970,425 shares of Common Stock issuable upon exercise of warrants | |
| 7. |
| SOLE DISPOSITIVE POWER | |
| 8. |
| SHARED DISPOSITIVE POWER 5,077,933 shares of Common Stock issuable upon conversion of Preferred Stock 6,970,425 Shares of Common Stock issuable upon exercise of warrants |
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9. |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,077,933 shares of Common Stock issuable upon conversion of Preferred Stock 6,970,425 shares of Common Stock issuable upon exercise of warrants |
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10. |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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11. |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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12. |
| TYPE OF REPORTING PERSON (see instructions) |
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CUSIP No. 15117F500 |
| 13G/A |
| Page 5 of 10 Pages |
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1. |
| NAMES OF REPORTING PERSONS |
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2. |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3. |
| SEC USE ONLY |
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4. |
| CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
| 5. |
| SOLE VOTING POWER |
| 6. |
| SHARED VOTING POWER 3,147,008 shares of Common Stock issuable upon conversion of Preferred Stock 5,090,075 shares of Common Stock issuable upon exercise of warrants | |
| 7. |
| SOLE DISPOSITIVE POWER | |
| 8. |
| SHARED DISPOSITIVE POWER 3,147,008 shares of Common Stock issuable upon conversion of Preferred Stock 5,090,075 shares of Common Stock issuable upon exercise of warrants |
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9. |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,147,008 shares of Common Stock issuable upon conversion of Preferred Stock 5,090,075 shares of Common Stock issuable upon exercise of warrants |
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10. |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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11. |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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12. |
| TYPE OF REPORTING PERSON (see instructions) |
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CUSIP No. 15117F500 |
| 13G/A |
| Page 6 of 10 Pages |
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1. |
| NAMES OF REPORTING PERSONS |
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2. |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3. |
| SEC USE ONLY |
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4. |
| CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
| 5. |
| SOLE VOTING POWER |
| 6. |
| SHARED VOTING POWER 1,930,925 shares of Common Stock issuable upon conversion of Preferred Stock 1,880,350 shares of Common Stock issuable upon exercise of warrants | |
| 7. |
| SOLE DISPOSITIVE POWER | |
| 8. |
| SHARED DISPOSITIVE POWER 1,930,925 shares of Common Stock issuable upon conversion of Preferred Stock 1,880,350 shares of Common Stock issuable upon exercise of warrants |
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9. |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,930,925 shares of Common Stock issuable upon conversion of Preferred Stock 1,880,350 shares of Common Stock issuable upon exercise of warrants |
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10. |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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11. |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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12. |
| TYPE OF REPORTING PERSON (see instructions) |
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CUSIP No. 15117F500 |
| 13G/A |
| Page 7 of 10 Pages |
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Item 1.
| (a) | Name of Issuer: CELLECTAR BIOSCIENCES, INC. |
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| (b) | Address of Issuer’s Principal Executive Offices |
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Item 2.
| (a) | Name of Person Filing Rosalind Advisors, Inc. (“Advisor” to RMF and ROFI) Rosalind Master Fund L.P. (“RMF”) Rosalind Opportunities Fund I LP (“ROFI”) Steven Salamon (“President”) Steven Salamon is the portfolio manager of the Advisor which advises RMF. Gilad Aharon is the portfolio manager and member of the Advisor which advises RMF.
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| (b) | Address of the Principal Office or, if none, residence 15 Wellesley Street West Suite 326 Toronto, Ontario M4Y 0G7 Canada
Rosalind Master Fund L.P. P.O. Box 309 Ugland House, Grand Cayman KY1-1104, Cayman Islands
Steven Salamon 15 Wellesley Street West Suite 326 Toronto, Ontario M4Y 0G7 Canada
Gilad Aharon 15 Wellesley Street West Suite 326 Toronto, Ontario M4Y 0G7 Canada |
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| (c) | The principal business of Rosalind Advisors, Inc. is to operate as an investment advisory firm and to make public equity investments. The principal occupation of Mr. Salamon is serving as the Portfolio Manager and President of Rosalind Advisors, Inc., which advises Rosalind Master Fund L.P. and Rosalind Opportunities Fund I L.P. |
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| (d) | No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
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| (e) | No Reporting Person has, during the last five years, been 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. |
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| (f) | Mr. Salamon and Mr. Aharon are citizens of Canada, resident in Ontario |
NYC#: 139632.2
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CUSIP No. 15117F500 |
| 13G/A |
| Page 8 of 10 Pages |
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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) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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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.
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| (a) |
| Amount beneficially owned:
Rosalind Master Fund L.P. is the record owner of 3,064,119 shares of common stock. Rosalind Opportunities Fund I L.P is the record owner of 607,431 shares of common stock. Rosalind Advisors, Inc. is the investment advisor to RMF and may be deemed to be the beneficial owner of shares held by RMF. Steven Salamon is the portfolio manager of the Advisor and may be deemed to be the beneficial owner of shares held by RMF. Notwithstanding the foregoing, the Advisor and Mr. Salamon disclaim beneficial ownership of the shares. | |
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| (b) |
| Percent of class: Rosalind Advisors, Inc. – 9.9% Rosalind Master Fund L.P. – 9.9% Rosalind Opportunities Fund I L.P. - 1.6% Steven Salamon – 9.9% Gilad Aharon – 9.9% | |
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NYC#: 139632.2
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CUSIP No. 15117F500 |
| 13G/A |
| Page 9 of 10 Pages | |||
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| (c) |
| Number of shares as to which the person has: | ||||
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| (i) | Shared power to vote or to direct the vote Rosalind Advisors, Inc. – 3,671,550 Rosalind Master Fund L.P. – 3,064,119 Rosalind Opportunities Fund I LP– 607,431 Steven Salamon – 3,671,550 Gilad Aharon - 3,671,550 | |||
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| (ii) | Sole power to dispose or to direct the disposition of Gilad Aharon – 3,900 | |||
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| (iii) | Shared power to dispose or to direct the disposition of Rosalind Advisors, Inc. – 3,671,550 Rosalind Master Fund L.P. – 3,064,119 Rosalind Opportunities Fund I LP– 607,431 Steven Salamon – 3,671,550 Gilad Aharon - 3,671,550 | |||
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Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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 ¨.
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Item 7 – 9. Not Applicable
NYC#: 139632.2
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CUSIP No. 15117F500 |
| 13G/A |
| Page of 10 Pages |
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Item 10. Certification.
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| 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. |
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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.
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8/14/2024 Date |
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Signature |
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Steven Salamon/President Rosalind Advisors, Inc. Name/Title |
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Exhibit A
Joint Filing Agreement
The undersigned hereby agree that this Statement on Schedule 13G/A with respect to the beneficial ownership of shares of Common Stock of Cellectar Biosciences, Inc. is filed jointly, on behalf of each of them.
Rosalind Advisors, Inc.
By: _____________________________
Name: Steven Salamon
Title: President
Rosalind Master Fund L.P.
By: _____________________________
Name: Mike McDonald
Title: Director, Rosalind (Cayman) Ltd. (as General Partner to Rosalind Master Fund)
By: _____________________________
Name: Steven Salamon
Rosalind Opportunities Fund I L.P.
By: _____________________________
Name: Steven Salamon
Title: Director, Rosalind Opportunities Fund I GP. Inc. (as General Partners to Rosalind Opportunities Fund I)
NYC#: 139632.2
NYC#: 139632.2
Exhibit A
Joint Filing Agreement
The undersigned hereby agree that this Statement on Schedule 13G/A with respect to the beneficial ownership of shares of Common Stock of Cellectar Biosciences, Inc. is filed jointly, on behalf of each of them.
Rosalind Advisors, Inc.
By: _____________________________
Name: Steven Salamon
Title: President
Rosalind Master Fund L.P.
By: _____________________________
Name: Mike McDonald
Title: Director, Rosalind (Cayman) Ltd. (as General Partner to Rosalind Master Fund)
By: _____________________________
Name: Steven Salamon
Rosalind Opportunities Fund I L.P.
By: _____________________________
Name: Steven Salamon
Title: Director, Rosalind Opportunities Fund I GP. Inc. (as General Partners to Rosalind Opportunities Fund I)
NYC#: 139632.2