Cellectar Biosciences Enters into Common Stock Agreements to Raise $2.5 Million Priced at Market Under Nasdaq Rules

Rhea-AI Summary

Cellectar Biosciences (NASDAQ: CLRB) has announced agreements to raise $2.5 million through the sale of common stock at market price. The deal involves immediate exercise of outstanding warrants for 8,301,322 shares at a reduced price of $0.3041 per share. These warrants were previously issued between 2020-2024. The offering is expected to close around June 6, 2025, with Ladenburg Thalmann & Co. Inc. serving as exclusive placement agent. The company plans to use the net proceeds for general corporate purposes, including working capital and operating expenses. All shares issuable through warrant exercise are registered or have registered resale under effective registration statements.

Positive

• Immediate access to $2.5 million in additional working capital
• All shares are already registered, streamlining the process
• No new warrants issued, preventing future dilution

Negative

• Warrant exercise price reduced to $0.3041, representing a discount
• Significant dilution from 8.3 million new shares
• Indicates possible cash flow concerns requiring immediate funding

Insights

Financial Analyst

Cellectar secured $2.5M through warrant exercises at discounted price, providing short-term capital but potentially diluting shareholder value.

Cellectar Biosciences has arranged to raise $2.5 million through the immediate exercise of previously issued warrants at a reduced price of $0.3041 per share. This transaction involves 8,301,322 shares from warrants issued across three different dates (June 2020, October 2022, and July 2024).

The pricing structure is notable - the company is offering these warrant exercises "at-market" according to Nasdaq rules, but at a reduced exercise price compared to the original warrant terms. This indicates the company needed to provide an incentive for warrant holders to exercise immediately rather than waiting.

For a late-stage clinical biopharmaceutical company, this $2.5 million represents relatively modest funding that will likely cover short-term operational needs rather than major clinical programs. The stated use for "general corporate purposes, including working capital and operating expenses" suggests this is primarily aimed at extending the company's operational runway.

The company's decision to raise capital through warrant exercises rather than a traditional equity offering or debt financing is significant. This approach leverages existing securities without issuing new warrants, which simplifies the capital structure but still results in dilution for current shareholders as these 8.3 million shares enter circulation.

With Ladenburg Thalmann serving as placement agent, the company will incur fees that will reduce the net proceeds below the $2.5 million gross amount. Given the company's late-stage clinical status, investors should view this as a bridge financing that provides near-term operating capital while the company works toward more significant clinical or business development milestones.

FLORHAM PARK, N.J., June 05, 2025 (GLOBE NEWSWIRE) -- Cellectar Biosciences, Inc. (NASDAQ: CLRB), a late-stage clinical biopharmaceutical company focused on the discovery and development of drugs for the treatment of cancer, today announced the entry into definitive agreements to raise $2.5 million from the sale of shares of the company’s common stock priced at-market for Nasdaq purposes. The closing of the offering is expected to occur on or about June 6, 2025, subject to satisfaction of customary closing conditions.

Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for the offering.

The agreements provide for the immediate exercise of certain outstanding warrants to purchase an aggregate of 8,301,322 shares of common stock, issued by the company on June 5, 2020, October 25, 2022 and July 21, 2024 (the “Existing Warrants”), at a reduced exercise price of $0.3041 per share. The shares of common stock issuable upon exercise of the Existing Warrants are all registered, or their resale is registered, pursuant to effective registration statements. The company did not issue any replacement warrants. The gross proceeds to the company from the exercise of the Existing Warrants are expected to be approximately $2.5 million, prior to deducting placement agent fees and offering expenses. The company intends to use the net proceeds for general corporate purposes, including working capital and operating expenses.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Cellectar Biosciences, Inc.

Cellectar Biosciences is a late-stage clinical biopharmaceutical company focused on the discovery and development of proprietary drugs for the treatment of cancer, independently and through research and development collaborations. The company’s core objective is to leverage its proprietary Phospholipid Drug Conjugate™ (PDC) delivery platform to develop the next-generation of cancer cell-targeting treatments, delivering improved efficacy and better safety as a result of fewer off-target effects.

The company’s product pipeline includes: iopofosine I 131, a PDC designed to provide targeted delivery of iodine-131 (radioisotope), for which the FDA has granted Breakthrough Therapy Designation; CLR 121225, an actinium-225 based program being targeted to several solid tumors with significant unmet need, such as pancreatic cancer; and CLR 121125, an iodine-125 Auger-emitting program targeted in other solid tumors, such as triple negative breast, lung and colorectal, as well as proprietary preclinical PDC chemotherapeutic programs and multiple partnered PDC assets.

In addition, iopofosine I 131 has been studied in Phase 2b trials for relapsed or refractory multiple myeloma (MM) and central nervous system (CNS) lymphoma, and the CLOVER-2 Phase 1b study, targeting pediatric patients with high-grade gliomas, for which Cellectar is eligible to receive a Pediatric Review Voucher from the FDA upon approval. The FDA has also granted iopofosine I 131 six Orphan Drug, four Rare Pediatric Drug and two Fast Track Designations for various cancer indications.

For more information, please visit www.cellectar.com or join the conversation by liking and following us on the company’s social media channels: X, LinkedIn, and Facebook.

Forward-Looking Statement Disclaimer

This news release contains forward-looking statements. You can identify these statements by our use of words such as "may," "expect," "believe," "anticipate," "intend," "could," "estimate," "continue," "plans," or their negatives or cognates. These statements are only estimates and predictions and are subject to known and unknown risks and uncertainties that may cause actual future experience and results to differ materially from the statements made. These statements are based on our current beliefs and expectations as to such future outcomes. Drug discovery and development involve a high degree of risk. Factors that might cause such a material difference include, among others, uncertainties related to the ability to identify suitable collaborators, partners, licensees or purchasers for our product candidates and, if we are able to do so, to enter into binding agreements with regard to any of the foregoing, or to raise additional capital to support our operations, or our ability to fund our operations if we are unsuccessful with any of the foregoing. A complete description of risks and uncertainties related to our business is contained in our periodic reports filed with the Securities and Exchange Commission including our Form 10-K for the year ended December 31, 2024, and our Form 10-Q for the quarter ended March 31, 2025. These forward-looking statements are made only as of the date hereof, and we disclaim any obligation to update any such forward-looking statements.

Contacts

INVESTORS:
Anne Marie Fields
Precision AQ
212-362-1200
annemarie.fields@precisionaq.com

FAQ

What is the size and purpose of Cellectar Biosciences' (CLRB) new stock offering?

Cellectar Biosciences is raising $2.5 million through common stock sales, with proceeds intended for general corporate purposes, working capital, and operating expenses.

How many shares are being issued in CLRB's June 2025 warrant exercise?

The agreement involves the exercise of warrants for 8,301,322 shares of common stock at $0.3041 per share.

What is the reduced warrant exercise price for CLRB's offering?

The warrant exercise price has been reduced to $0.3041 per share for warrants issued between 2020-2024.

When will Cellectar Biosciences' (CLRB) stock offering close?

The offering is expected to close on or about June 6, 2025, subject to customary closing conditions.

Who is the placement agent for CLRB's June 2025 stock offering?

Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for the offering.