Cellectar Biosciences Files S-1

TL;DR

Cellectar Biosciences filed an S-1, check financials for Sept 30, 2024.

AI Summary

Cellectar Biosciences, Inc. filed an S-1 form on January 29, 2025, detailing its financial status. The company, previously known as NOVELOS THERAPEUTICS, INC. and COMMON HORIZONS INC, is in the pharmaceutical preparations industry. The filing includes financial data points such as $9.38 million in costs and expenses and $20.74 million in total assets as of September 30, 2024.

Why It Matters

This S-1 filing provides a crucial update on Cellectar Biosciences' financial health and operational details, which is essential for investors and stakeholders to assess the company's current standing and future prospects.

Risk Assessment

Risk Level: medium — The company has undergone name changes and is in the pharmaceutical sector, which inherently carries significant research and development risks.

Key Numbers

• $9.38M — Costs and Expenses (As of September 30, 2024, indicating operational spending.)
• $20.74M — Total Assets (As of September 30, 2024, reflecting the company's total resources.)
• $42.77M — Total Liabilities (As of September 30, 2024, showing the company's financial obligations.)
• $28.60M — Total Equity (As of September 30, 2024, representing the net worth of the company.)

Key Players & Entities

• Cellectar Biosciences, Inc. (company) — Filer
• NOVELOS THERAPEUTICS, INC. (company) — Former Company Name
• COMMON HORIZONS INC (company) — Former Company Name
• 20250129 (date) — Filing Date
• 2024-09-30 (date) — Reporting Date for Financials
• $9.38 million (dollar_amount) — Costs and Expenses
• $20.74 million (dollar_amount) — Total Assets

FAQ

Key Financial Figures

• $0.2592 — rted sale price of our common stock was $0.2592. Table of Contents Investing in our
• $0.00001 — tible Voting Preferred Stock, par value $0.00001 per share (the "Series E-4 Preferred St
• $2.52 — nverted common stock exercised price of $2.52 per share, in exchange for our agreemen
• $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 Tranche C I
• $7.5 million — annual operating costs by approximately $7.5 million. Additionally, the Company estimates th
• $1.7 m — regate severance costs of approximately $1.7 million, which will be recorded primarily
• $12.075 — 2029, and exercise prices ranging from $12.075 to $1.96 per share. Summary Risk Fact
• $1.96 — exercise prices ranging from $12.075 to $1.96 per share. Summary Risk Factors An
• $34.3 million — olidated cash balance was approximately $34.3 million. We believe our cash balance as of Sept

Filing Documents

• clrb-20240930xs1.htm (S-1) — 7439KB
• clrb-20240930xex5d1.htm (EX-5.1) — 13KB
• clrb-20240930xex23d2.htm (EX-23.2) — 2KB
• clrb-20240930xexfees.htm (EX-FILING FEES) — 28KB
• clrb-20240930xs1009.jpg (GRAPHIC) — 13KB
• clrb-20240930xex5d1001.jpg (GRAPHIC) — 3KB
• 0001410578-25-000060.txt ( ) — 34237KB
• clrb-20240930.xsd (EX-101.SCH) — 77KB
• clrb-20240930_cal.xml (EX-101.CAL) — 60KB
• clrb-20240930_def.xml (EX-101.DEF) — 529KB
• clrb-20240930_lab.xml (EX-101.LAB) — 449KB
• clrb-20240930_pre.xml (EX-101.PRE) — 806KB
• clrb-20240930xs1_htm.xml (XML) — 9671KB

Forward-Looking Statements

Forward-Looking Statements 31

Use of Proceeds

Use of Proceeds 33 Dividend Policy 33 Determination of Offering Price 33 Selling Stockholders 34

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 38

Business

Business 44 Management 70 Corporate Governance 73 Compensation of Executive Officers and Directors 78 Certain Relationships and Related-Person Transactions 82

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 84

Description of Securities to be Registered

Description of Securities to be Registered 86 Plan of Distribution 89 Legal Matters 91 Experts 91 Where You Can Find More Information 91 Information Incorporated by Reference 92 Index to Financial Statements for Cellectar Biosciences, Inc. 93 Table of Contents About This Prospectus You should rely only on the information contained or incorporated by reference in this prospectus and any applicable prospectus supplement. We have not, and the selling stockholders have not, authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. This prospectus is not an offer to sell, nor are the selling stockholders seeking an offer to buy, the shares offered by this prospectus in any jurisdiction where the offer and sale is not permitted. No offers or sales of any of the shares of our common stock are to be made in any jurisdiction in which such an offer or sale is not permitted. You should assume that the information contained in this prospectus or any applicable prospectus supplement is accurate only as of the date on the front cover thereof or the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any applicable prospectus supplement or any sales of the shares of our common stock offered hereby or thereby. You should read the entire prospectus and any prospectus supplement and any related issuer free writing prospectus, as well as the documents incorporated by reference into this prospectus or any prospectus supplement or any related issuer free writing prospectus, before making an investment decision. Neither the delivery of this prospectus or any prospectus supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated by reference herein or in any prospectus supplement or issuer free

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the resale of the shares of common stock by the selling stockholders. See "Use of Proceeds" beginning on page 33 for additional information on the use of proceeds.

Risk Factors

Risk Factors See "Risk Factors" on page 8 and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding whether to purchase our securities. Nasdaq symbol for common stock "CLRB" The number of shares of our common stock outstanding before and after this offering is based on 46,079,876 shares of common stock outstanding as of January 27, 2025, and excludes, as of that date: an aggregate of 5,359,624 shares of common stock issuable upon the exercise of outstanding stock options issued to employees, directors and consultants; an aggregate of 391,209 shares of common stock issuable upon the conversion of outstanding shares of Series E-2 preferred stock; an aggregate of 111,111 shares of common stock issuable upon the conversion of outstanding shares of Series D preferred stock; and an aggregate of 24,582,748 additional shares of common stock reserved for issuance under outstanding warrants having expiration dates between October 2024 and July 2029, and exercise prices ranging from $12.075 to $1.96 per share. Summary Risk Factors An investment in our common stock involves substantial risk. The occurrence of one or more of the events or circumstances described in the section entitled "Risk Factors," alone or in combination with other events or circumstances, may have a material adverse effect on our business, cash flows, financial condition and results of operations. Important factors and risks that could cause actual results to differ materially from those in the forward-looking statements include, among others, the following: Risks Related to Capital and Our Operations We will require additional capital in order to continue our operations and may have difficulty raising additional capital. 4 Table of Contents Conflicts, military actions, terrorist attacks, natural disasters. public health crises, including the occurrence of a contagious disease or illness, cyber-attacks and general inst

Risk Factors

Risk Factors An investment in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, prospective investors should consider carefully all of the information included in this prospectus, including the risk factors set forth herein, as updated by annual, quarterly and other reports and documents we file with the SEC after the date of this prospectus and that are incorporated by reference herein. Each of these risk factors could have a material adverse effect on our business, results of operations, financial position or cash flows, which may result in the loss of all or part of your investment. Risks Related to Capital and Our Operations We will require additional capital in order to continue our operations and may have difficulty raising additional capital. We expect that we will continue to generate operating losses for the foreseeable future. As of September 30, 2024, our consolidated cash balance was approximately $34.3 million. We believe our cash balance as of September 30, 2024, is adequate to fund our basic budgeted operations into the fourth quarter of 2025. During the third quarter ended Septem

View Full Filing

View this S-1 filing on SEC EDGAR