Cellectar Biosciences Files 8-K on Key Corporate Events

TL;DR

Cellectar dropped an 8-K detailing new deals, financials, and stock sales. Watch closely.

AI Summary

Cellectar Biosciences, Inc. filed an 8-K on October 10, 2025, reporting on events as of October 7, 2025. The filing indicates the entry into a material definitive agreement, results of operations and financial condition, unregistered sales of equity securities, material modifications to rights of security holders, and other events. Specific details regarding the nature of the agreement, financial results, and equity sales are not provided in this excerpt.

Why It Matters

This 8-K filing signals significant corporate activities for Cellectar Biosciences, including potential new agreements and financial updates that could impact its business and stock.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and material modifications to rights, which can introduce uncertainty and potential dilution.

Key Players & Entities

• Cellectar Biosciences, Inc. (company) — Registrant
• October 7, 2025 (date) — Earliest event reported
• October 10, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share CLRB NASDAQ Check the a
• $5.25 — s common stock, at an exercise price of $5.25 per share, and pay $0.125 per new warra
• $0.125 — rcise price of $5.25 per share, and pay $0.125 per new warrant (the "Inducement Warran
• $5.8 million — gregate gross proceeds of approximately $5.8 million from the exercise of the Existing Warra
• $6.00 — ely exercisable at an exercise price of $6.00 per share and will expire on October 8,
• $12.6 million — sh equivalents balance of approximately $12.6 million as of September 30, 2025. Because the
• $5.2 m — he Inducement Warrants of approximately $5.2 million, will be sufficient to fund the C

Filing Documents

• tm2528473d1_8k.htm (8-K) — 38KB
• tm2528473d1_ex4-1.htm (EX-4.1) — 109KB
• tm2528473d1_ex4-2.htm (EX-4.2) — 110KB
• tm2528473d1_ex10-1.htm (EX-10.1) — 45KB
• 0001104659-25-098725.txt ( ) — 530KB
• clrb-20251007.xsd (EX-101.SCH) — 3KB
• clrb-20251007_lab.xml (EX-101.LAB) — 33KB
• clrb-20251007_pre.xml (EX-101.PRE) — 22KB
• tm2528473d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On October 7, 2025, 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 certain existing warrants (the "Existing Warrants"), which were originally issued on October 25, 2022, July 21, 2024, and July 2, 2025, pursuant to which the Holders agreed to exercise for cash their Existing Warrants to purchase 1,048,094 shares of the Company's common stock, at an exercise price of $5.25 per share, and pay $0.125 per new warrant (the "Inducement Warrants"), in exchange for the Company's agreement to issue the Inducement Warrants, with terms as described below. The transactions contemplated by the Inducement Letters closed on October 8, 2025, and the Company received aggregate gross proceeds of approximately $5.8 million from the exercise of the Existing Warrants by the Holders and the sale of the Inducement Warrants. The sale of the shares of common stock underlying the Existing Warrants has either been registered pursuant to the registration statement on Form S-1 filed with the Securities and Exchange Commission (the "SEC") on June 26, 2025, as amended (File No, 333-288333), or registered for resale pursuant to either the registration statement on Form S-1 filed with the SEC on November 23, 2022 (File No. 333-268544) or the registration The Company also agreed to file a registration statement on Form S-1 covering the resale of the Inducement Warrant Shares (as defined below) (the "Resale Registration For purposes of this Current Report on Form 8-K, the term "Inducement Warrant Shares" means the shares of the Company's common stock, par value $0.00001 per share, issuable upon exercise of the Inducem

02

Item 2.02 Results of Operations and Financial Condition. On October 9, 2023, the Company announced an estimated cash and cash equivalents balance of approximately $12.6 million as of September 30, 2025. Because the Company's consolidated financial cash and cash equivalents as of September 30, 2025 in this Item 2.02 is subject to change, and the Company's actual cash and cash equivalents as of September 30, 2025 may differ materially from this preliminary estimate. Accordingly, you should not place undue reliance on this preliminary estimate.

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) of the Series Act 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 Company issued the shares of common stock upon exercise of the Existing Warrants issued on October 25, 2022 and July 21, 2024, pursuant to the exemption from the registration requirements of the Securities Act available under Section 4(a)(2) 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 8.01 Other Events. The Company anticipates that its cash and cash equivalents as of September 30, 2025, together with net proceeds from the exercise of the Existing Warrants by the Holders and the sale of the Inducement Warrants of approximately $5.2 million, will be sufficient to fund the Company's operations into the third quarter of 2026. This Current Report on Form 8-K contains forward-looking regarding the Company's cash and cash equivalents as of September 30, 2025, and its projected cash runway. The forward-looking statements included in this Current Report are subject to a number of risks, uncertainties and assumptions, including, without limitation known and unknown risks, uncertainties and other important factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed under the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, and other filings with the Securities and Exchange Commission. These statements are based only on facts currently known by the Company and speak only as of the date of this Current Report on Form 8-K. As a result, you are cautioned not to rely on these forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit Number Description 4.1 Form of Series I Common Stock Purchase Warrant 4.2 Form of Series II Common Stock Purchase Warrant 10.1 Form of Inducement Letter 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: October 10, 2025 By: / s/ Chad J. Kolean Chad J. Kolean Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR