Cellectar Biosciences, Inc. Enters Into Agreements to Raise $5.8 Million

Rhea-AI Summary

Cellectar Biosciences (NASDAQ:CLRB) announced agreements with institutional investors resulting in the immediate exercise of existing warrants and gross proceeds of approximately $5.8 million prior to placement agent fees and offering expenses. An aggregate of 1,048,094 existing warrants were exercised.

In the transactions, holders paid $5.25 per existing warrant and $0.125 per new warrant, receiving 1,048,094 Series I and 1,048,094 Series II new unregistered warrants exercisable at $6.00. Series I term: 5 years; Series II term: 18 months. Net proceeds will fund working capital, the Phase 1b CLR 121125 trial in triple-negative breast cancer, and preparation of a CMA filing with the European Medicines Agency. The company will file a registration statement covering resale of shares issuable upon exercise.

Positive

• Gross proceeds of approximately $5.8 million
• Proceeds allocated to Phase 1b CLR 121125 triple-negative breast cancer trial
• Company agreed to file a registration statement for resale of issuable shares

Negative

• Issued 1,048,094 Series I and 1,048,094 Series II warrants
• New warrants exercisable immediately at $6.00 per share
• Placement agent fees and offering expenses will reduce net proceeds

Insights

Corporate Finance Analyst

Cellectar secured approximately $5.8 million via warrant exercises and issued new Series I/II warrants.

The transaction generated gross proceeds of approximately $5.8 million through the immediate cash exercise of 1,048,094 existing warrants at an exercise price of $5.25 each, and the payment of $0.125 per new warrant. In return the holders received 1,048,094 unregistered Series I and 1,048,094 unregistered Series II warrants exercisable at $6.00 per share; Series I expires in five years and Series II in 18 months. The placement agent was Ladenburg Thalmann & Co. Inc. and the company will register resale shares for the new warrants' underlying common stock.

The company states it will apply net proceeds to working capital and general corporate purposes, its Phase 1b study of CLR 125 in triple-negative breast cancer, and preparing a CMA filing with the European Medicines Agency. Monitor the actual net proceeds after placement fees and offering expenses, the timing and progress milestones for the Phase 1b study, and the filing status of the CMA registration; these items determine whether the financing meaningfully supports the stated clinical and regulatory plans.

Clinical Development Analyst

Funding earmarked partly for the Phase 1b study of CLR 125 and for CMA preparation with the EMA.

The company explicitly allocates proceeds to the Phase 1b trial in triple-negative breast cancer and to preparation and filing for a Conditional Marketing Authorization with the European Medicines Agency. The press release confirms the financing source and that the securities offered are limited to accredited investors under Section 4(a)(2) of the 1933 Act.

Key near-term items to watch are clear timelines and milestone disclosures for the Phase 1b study and public notice of the CMA filing submission; those will show whether the proceeds are being applied to the specified development and regulatory activities. Also track the practical runway extension after fees, since the press release lists gross proceeds but not net proceeds.

FLORHAM PARK, N.J., Oct. 07, 2025 (GLOBE NEWSWIRE) -- Cellectar Biosciences, Inc. (NASDAQ:CLRB) (“Cellectar” or the “company”), a late-stage biotechnology company focused on the discovery and development of drugs for the treatment of cancer, today announced an agreement between the company and several institutional investors to exercise certain existing warrants (the “Existing Warrants”) for gross proceeds to the company of approximately $5.8 million prior to deducting placement agent fees and estimated offering expenses.

Ladenburg Thalmann & Co. Inc. acted as the exclusive placement agent for this transaction.

The Existing Warrants were issued by the company on October 25, 2022, July 21, 2024, and July 2, 2025. An aggregate of 1,048,094 Existing Warrants were exercised. The shares of common stock issuable upon exercise of the Existing Warrants are registered pursuant to registration statements which were filed and declared effective by the Securities and Exchange Commission (the “SEC”).

In consideration for the immediate exercise for cash at an exercise price of $5.25 per Existing Warrant and the payment of $0.125 per new warrant, the exercising holders will receive 1,048,094 new unregistered Series I and 1,048,094 new unregistered Series II warrants to purchase shares of common stock in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”). The Series I and Series II warrants will be exercisable immediately upon issuance at an exercise price of $6.00 per share. The Series I warrants have a term of exercise equal to five years from the date of initial exercise. The Series II warrants have a term of exercise equal to 18 months from the date of initial exercise. The Series I and Series II warrants do not contain any variable price features or anti-dilution provisions.

The company intends to use the net proceeds from the offering for working capital and general corporate purposes, its Phase 1b clinical study of our compound CLR 121125 (CLR 125) in triple-negative breast cancer, and the preparation and filing for a Conditional Marketing Authorization (CMA) with the European Medicines Agency.

The Series I and Series II warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the 1933 Act and, along with the shares of common stock issuable upon their exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the Series I and Series II Warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such 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 its lead assets: iopofosine I 131, a PDC designed to provide targeted delivery of iodine-131 (radioisotope); 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 Statements 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 FDA and EMA regulatory pathways, ability to execute strategic alternatives, 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 quarterly period ending June 30, 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.

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

FAQ

How much did Cellectar (CLRB) raise from the warrant exercise on October 7, 2025?

The company received approximately $5.8 million in gross proceeds prior to fees and offering expenses.

What warrants were issued in the CLRB private placement and what are their exercise prices?

Holders received 1,048,094 Series I and 1,048,094 Series II warrants, both exercisable at $6.00 per share; Series I term is 5 years, Series II term is 18 months.

How will CLRB use the net proceeds from the offering?

Net proceeds are intended for working capital, the Phase 1b CLR 121125 trial in triple-negative breast cancer, and preparation of a CMA filing with the European Medicines Agency.

Did CLRB register the shares issuable upon warrant exercise with the SEC?

Shares issuable upon exercise of the existing warrants are registered; the new Series I and II warrants and resulting shares were offered in a private placement and the company agreed to file a registration statement covering resale.

Who acted as placement agent for the CLRB transaction?

Ladenburg Thalmann & Co. acted as the exclusive placement agent for the transaction.

Are the new Series I and II warrants transferable or registered for public sale now?

The Series I and II warrants were issued in a private placement to accredited investors and are unregistered; resale requires registration or an applicable exemption until the company’s registration statement is effective.