Cellectar Biosciences Files 8-K on Securities Purchase Agreement

TL;DR

Cellectar just did a stock deal with investors, details in the 8-K.

AI Summary

On July 21, 2024, Cellectar Biosciences, Inc. entered into a material definitive agreement, specifically a Securities Purchase Agreement, with certain investors. This agreement involves the unregistered sale of equity securities, details of which are disclosed under Regulation FD. The filing also covers material modifications to the rights of security holders and includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates Cellectar Biosciences is raising capital through a securities purchase, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing concerns unregistered sales of equity securities and modifications to security holder rights, suggesting potential dilution or changes in shareholder value.

Key Players & Entities

• Cellectar Biosciences, Inc. (company) — Registrant
• July 21, 2024 (date) — Date of earliest event reported
• Securities Purchase Agreement (agreement) — Material definitive agreement

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share CLRB NASDAQ Check the a
• $2.52 — nverted common stock exercised price of $2.52 per share, in exchange for the Company'
• $19.4 million — gregate gross proceeds of approximately $19.4 million from the exercise of the Existing Warra
• $4.00 — ely exercisable at an exercise price of $4.00 per share and will expire the earlier o
• $5.50 — ely exercisable at an exercise price of $5.50 per share and will expire the earlier o
• $10 million — I 131 in the United States in excess of $10 million and (ii) July 20, 2029 The exercise pr

Filing Documents

• tm2419897d1_8k.htm (8-K) — 34KB
• tm2419897d1_ex4-1.htm (EX-4.1) — 172KB
• tm2419897d1_ex4-2.htm (EX-4.2) — 172KB
• tm2419897d1_ex4-3.htm (EX-4.3) — 167KB
• tm2419897d1_ex10-1.htm (EX-10.1) — 36KB
• tm2419897d1_ex99-1.htm (EX-99.1) — 11KB
• tm2419897d1_ex99-1img001.jpg (GRAPHIC) — 15KB
• 0001104659-24-081307.txt ( ) — 932KB
• clrb-20240721.xsd (EX-101.SCH) — 3KB
• clrb-20240721_lab.xml (EX-101.LAB) — 33KB
• clrb-20240721_pre.xml (EX-101.PRE) — 22KB
• tm2419897d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On July 21, 2024, Cellectar Biosciences, Inc., a Delaware corporation (the "Company"), entered into a warrant exercise inducement offer letters (the "Inducement Letters") with certain holders (each a "Holder") of its Tranche B warrants (the "Existing Warrants"), which were originally issued in September 8, 2023, pursuant to which the Holders agreed to exercise for cash their Existing Warrants to purchase an amount of shares of the Company's Series E-4 Convertible Voting Preferred Stock, par value $0.00001 per share (the "Series E-4 Preferred Stock") which is convertible to 6,739,918 shares of the Company's common stock (the "Existing Warrant Shares"), in the aggregate, at a reduced, as-converted common stock exercised price of $2.52 per share, in exchange for the Company's agreement to issue new warrants (the "Inducement Warrants"), with terms as described below. The Company received aggregate gross proceeds of approximately $19.4 million from the exercise of the Existing Warrants by the Holders and the sale of the Inducement Warrants. The Series E-4 Preferred Stock has not been registered with the Securities and Exchange Commission (the "SEC"); however, the Existing Warrant Shares have been registered for resale by the Holder pursuant to a registration statement on Form S-3 (File No. 333-274880). The Company also agreed to file a registration statement on Form S-3 covering the resale of the Inducement Warrant Shares (as defined below) (the "Resale Registration Statement") within 30 days of the date of the Inducement Letter. The Company also agreed with one of the investors, Rosalind Advisors, Inc., not to effect or agree to effect any Subsequent Equity Issuances (as defined in the Inducement Letter) until 60 days from the effectiveness of the Resale Registration Statement, unless waived by Rosalind Advisors, Inc. The following description of the Inducement Letters is qualified in its entirety by reference

02

Item 3.02 Unregistered Sales of Equity Securities. The Company issued the Inducement Warrants pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder and intends to issue the Inducement Warrant Shares pursuant to the same exemption or pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. The description of the Inducement Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein. The form of the Inducement Warrants has been filed as an exhibit to this Form 8-K and is incorporated by reference herein.

03

Item 3.03 Material Modifications to Rights of Security Holders. The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03 in its entirety.

01

Item 7.01 Regulation FD Disclosure On July 22, 2024, the Company issued a press release announcing transaction described in Item 1.01. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit Number Description 4.1 Form of Common Stock Purchase Warrant A 4.2 Form of Common Stock Purchase Warrant B 4.3 Form of Common Stock Purchase Warrant C 10.1 Form of Inducement Letter 99.1 Press Release, dated July 22, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CELLECTAR BIOSCIENCES, INC. Date: July 22, 2024 By: / s/ Chad J. Kolean Chad J. Kolean Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR