Cellectar Biosciences Files 10-K/A Amendment

TL;DR

<b>Cellectar Biosciences filed an amendment to its 2023 annual report, providing updated information for its common stock trading on Nasdaq.</b>

AI Summary

Cellectar Biosciences, Inc. (CLRB) filed a Amended Annual Report (10-K/A) with the SEC on April 1, 2024. Cellectar Biosciences, Inc. filed an amendment (10-K/A) to its annual report for the fiscal year ended December 31, 2023. The company's common stock trades on the Nasdaq Capital Market under the symbol CLRB. The filing is an amendment, indicating updates or corrections to the original 10-K filing. Cellectar Biosciences is incorporated in Delaware and headquartered in Florham Park, New Jersey. The company was formerly known as NOVELOS THERAPEUTICS, INC. and COMMON HORIZONS INC.

Why It Matters

For investors and stakeholders tracking Cellectar Biosciences, Inc., this filing contains several important signals. This amendment suggests that the original 10-K filing may have contained errors or omissions that needed correction, potentially impacting the accuracy of previously reported financial or operational data. As a 10-K/A filing, it signifies ongoing SEC compliance and transparency efforts by Cellectar Biosciences, which is crucial for investor confidence and regulatory adherence.

Risk Assessment

Risk Level: low — Cellectar Biosciences, Inc. shows low risk based on this filing. The risk is low as this is an amendment to a standard annual report (10-K/A) and does not appear to indicate any immediate financial distress or significant new risks based on the provided header information.

Analyst Insight

Review the specific amendments made in this 10-K/A filing to understand any changes to Cellectar Biosciences' financial position, business operations, or risk factors.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reported fiscal year end)
• 001-36598 — Commission File Number (SEC Commission File Number)
• 04-3321805 — IRS Employer Identification Number (IRS EIN for the company)
• 07932 — ZIP Code (Company's ZIP code)
• 608-441-8120 — Business Phone (Company's phone number)

Key Players & Entities

• Cellectar Biosciences, Inc. (company) — Registrant name
• CLRB (company) — Trading symbol for common stock
• Nasdaq Capital Market (company) — Exchange where CLRB is traded
• Delaware (company) — State of incorporation
• Florham Park, New Jersey (company) — Address of principal executive offices
• NOVELOS THERAPEUTICS, INC. (company) — Former company name
• COMMON HORIZONS INC (company) — Former company name
• 2023-12-31 (date) — Fiscal year end

FAQ

Industry Context

Cellectar Biosciences operates in the pharmaceutical preparations industry, focusing on developing therapies.

Regulatory Implications

The company is subject to standard SEC reporting requirements for publicly traded companies, including filing annual reports (10-K) and amendments (10-K/A).

What Investors Should Do

1. Analyze the specific changes and additions within the 10-K/A filing.
2. Verify if the amendment impacts any previously disclosed financial figures or operational details.
3. Monitor future filings for any further updates or disclosures from Cellectar Biosciences.

Year-Over-Year Comparison

This is an amendment (10-K/A) to the previously filed 10-K for the fiscal year ended December 31, 2023, indicating updates or corrections.

Key Financial Figures

• $0.00001 — ch Registered Common Stock, par value $0.00001 CLRB Nasdaq Capital Market Securi

Filing Documents

• tm2410252d1_10ka.htm (10-K/A) — 111KB
• tm2410252d1_ex4-3.htm (EX-4.3) — 29KB
• tm2410252d1_ex31-1.htm (EX-31.1) — 3KB
• tm2410252d1_ex31-2.htm (EX-31.2) — 3KB
• tm2410252d1_ex97.htm (EX-97) — 21KB
• 0001104659-24-041930.txt (&nbsp;) — 399KB
• clrb-20231231.xsd (EX-101.SCH) — 3KB
• clrb-20231231_lab.xml (EX-101.LAB) — 35KB
• clrb-20231231_pre.xml (EX-101.PRE) — 23KB
• tm2410252d1_10ka_htm.xml (XML) — 6KB

Exhibits, Financial Statement Schedules

Item 15. Exhibits, Financial Statement Schedules. (a) Documents filed with this annual report on Form 10-K. (1)

Financial Statements

Financial Statements i. All financial statements of the Company as set forth under Item 8 of the Original Filing. (2) Exhibits – The exhibits to this annual report on Form 10-K are listed on the Exhibit Index below. EXHIBIT INDEX Incorporated by Reference Exhibit No. Description Form Filing Date Exhibit No. 2.1 Agreement and Plan of Merger by and among Novelos Therapeutics, Inc., Cell Acquisition Corp. and Cellectar, Inc. dated April 8, 2011 8-K April 11, 2011 2.1 3.1 Second Amended and Restated Certificate of Incorporation 8-K April 11, 2011 3.1 3.2 Certificate of Ownership and Merger of Cellectar Biosciences, Inc. with and into Novelos Therapeutics, Inc. 8-K February 13, 2014 3.1 3.3 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation 8-K June 13, 2014 3.1 3.4 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation 8-K June 19, 2015 3.2 3.5 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation 8-K March 4, 2016 3.1 3.6 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation 8-K June 1, 2017 3.2 3.7 Certificate of Amendment of Second Amended and Restated Certificate of Incorporation 8-K July 13, 2018 3.1 3.8 Certificate of Amendment of Second Amended and Restated Certificate of Incorporation 8-K February 25, 2021 3.1 3.9 Certificate of Correction of Certificate of Amendment of Second Amended and Restated Certificate of Incorporation 10-Q May 10, 2022 3.1 3.10 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation 8-K July 21, 2022 3.1 3.11 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation 8-K October 27, 2023 3.1 3.12 Amended and Restated By-laws 8-K November 29, 2022 3.1 3.13 Form of Certificate of Designation of Series D Preferred Stock certificate 8-K December 28, 2020 3.1 3.14

Description of Securities Registered under Section 12(b) of the Securities Exchange Act of 1934

Description of Securities Registered under Section 12(b) of the Securities Exchange Act of 1934 4.4 Form of Tranche A Warrant 8-K September 8, 2023 4.1 4.5 Form of Tranche B Warrant 8-K September 8, 2023 4.2 10.1 Form of Restricted Common Stock Agreement** 10-Q August 14, 2017 10.1 10.2 Form of Series D Common Stock Purchase Warrant 8-K October 11, 2017 4.1 10.3 Registration Rights Agreement, dated as of October 10, 2017, by and among Cellectar Biosciences, Inc. and the Purchasers 8-K October 11, 2017 10.2 10.4 Form of Non-Statutory Stock Option** S-8 November 9, 2017 10.2 10.5 Stock Option Agreement with James V. Caruso** S-8 November 9, 2017 10.4 10.6 Stock Option Agreement with Jarrod Longcor** S-8 November 9, 2017 10.5 10.7 Series E Common Stock Purchase Warrant S-1/A July 18, 2018 4.5 10.8 Form of Warrant Agency Agreement S-1/A July 18, 2018 4.7 10.9 Agreement of Lease between the Company and KBS II 100-200 Campus Drive, LLC S-1/A July 18, 2018 10.35 10.10 Form of Non-Statutory Stock Option (Definitive/Contingent – Employees)** 10-Q November 13, 2018 10.3 10.11 Form of Non-Statutory Stock Option (Definitive/Contingent – Directors)** 10-Q November 13, 2018 10.4 10.12 Amended and Restated Employment Agreement between the Company and James Caruso, dated April 15, 2019** 8-K April 19, 2019 10.1 10.13 Amended and Restated Employment Agreement between the Company and Jarrod Longcor, dated April 15, 2019** 8-K April 19, 2019 10.2 10.14 Form of Series F Common Stock Purchase Warrant 8-K May 20, 2019 4.1 10.15 Form of Series G Common Stock Purchase Warrant 8-K May 20, 2019 4.2 10.16 Registration Rights Agreement, dated as of May 16, 2019, by and among Cellectar Biosciences, Inc. and the Purchasers 8-K May 20, 2019 10.3 10.17 Cellectar Biosciences, Inc. Amended and Restated 2015 Stock Incentive Plan** 8-K June 14, 2019 10.1 10.18 2021 Stock Incenti

SIGNATURES

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused Amendment No. 1 to this report to be signed on its behalf by the undersigned, thereunto duly authorized. CELLECTAR BIOSCIENCES, INC. By: /s/ James V. Caruso James V. Caruso Title: Chief Executive Officer April 1, 2024

View Full Filing

View this 10-K/A filing on SEC EDGAR