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Cellectar Biosciences is registering up to 2,096,188 shares of common stock for resale by existing holders, all issuable upon exercise of previously issued Series I and Series II Inducement Warrants. These resale shares will be sold from time to time by the selling stockholders, and the company will not receive proceeds from their sales, only from any cash warrant exercises. Assuming full exercise of the Inducement Warrants, shares outstanding would be 6,336,322.
The October 2025 warrant inducement and related new warrants generated approximately $5.8 million in gross proceeds, and a July 2025 underwritten offering added about $6.9 million. As of September 30, 2025, estimated cash was about $12.6 million, which management believes can fund operations into the third quarter of 2026, while explicitly highlighting substantial doubt about continuing as a going concern without new capital or a strategic transaction.
Clinically, lead asset iopofosine I 131 for Waldenstrom macroglobulinemia has FDA Breakthrough Therapy designation and EMA scientific advice indicating a conditional marketing authorization filing "could be acceptable," potentially allowing commercial availability in EMA countries as early as 2027, subject to successful submissions and studies.
Cellectar Biosciences (CLRB) furnished an 8-K announcing it issued a press release with third‑quarter 2025 financial results and a corporate update. The press release covers the quarter ended September 30, 2025 and is provided as Exhibit 99.1 dated November 13, 2025. The company’s common stock trades on The Nasdaq Capital Market under the symbol CLRB.
Cellectar Biosciences reported a narrower quarterly loss and lower expenses while highlighting liquidity risks. For the three months ended September 30, 2025, net loss was $4.44 million, down from $14.66 million a year ago, as operating expenses fell to $4.85 million from $13.33 million. For the nine months, net loss was $16.50 million versus $42.23 million in 2024.
Cash and cash equivalents were $12.55 million at September 30, 2025. Management disclosed “substantial doubt” about the company’s ability to continue as a going concern and estimated available liquidity of approximately $15.6 million as of the issuance date, with runway potentially extending beyond the third quarter of 2026 if actions are taken.
Financing activity included a $6.9 million underwritten offering on July 2, 2025 and approximately $2.5 million of gross proceeds from warrant exercises on June 6, 2025. A 1‑for‑30 reverse stock split became effective on June 24, 2025. Shares outstanding were 3,192,040 as of September 30, 2025, and 4,240,134 as of November 10, 2025. The FDA granted Breakthrough Therapy Designation for iopofosine I 131 in relapsed/refractory Waldenström macroglobulinemia on June 4, 2025.
Cellectar Biosciences filed an S-1 for a resale of up to 2,096,188 shares of common stock by selling stockholders. These shares are issuable upon exercise of previously issued Inducement Warrants from an October 2025 warrant inducement transaction. The company states it will not receive proceeds from selling stockholder resales; it would receive cash only if holders exercise the warrants.
The Inducement Warrants consist of two series, each immediately exercisable at $6.00 per share: Series I (up to 1,048,094 shares) expiring October 8, 2030, and Series II (up to 1,048,094 shares) expiring April 8, 2027. Cellectar previously received approximately $5.8 million gross proceeds from the cash exercise of certain existing warrants and the sale of the Inducement Warrants tied to this transaction.
As context, the company lists 6,336,322 shares outstanding after completion of this offering assuming full warrant exercise. Cellectar’s common stock trades on Nasdaq as “CLRB”; on October 17, 2025, the last reported sale price was $4.50.
Cellectar Biosciences, Inc. disclosed a Form 8-K reporting the release of a corporate press statement and related communications. The filing identifies certain securities‑law communication categories including written communications under Rule 425 and soliciting/pre‑commencement communications under Rules 14a‑12, 14d‑2(b), and 13e‑4(c). The company also flagged its status as an emerging growth company and furnished the press release as Exhibit 99.1, with the cover page interactive data included as Exhibit 104. The document is signed by the company’s Chief Financial Officer, indicating formal disclosure and corporate authorization.
Cellectar Biosciences, Inc. Schedule 13G/A filing reports that ADAR1-related parties collectively beneficially own 2,962 shares of the issuer's common stock, representing approximately 0.1% of the 2,677,039 shares outstanding referenced from the issuer's July 2, 2025 prospectus. The holdings consist of 2,540 shares held by ADAR1 Partners, LP and 422 shares held by Spearhead Insurance Solutions IDF, LLC. ADAR1 Capital Management, its GP, and Daniel Schneeberger report indirect shared voting and dispositive power over these shares and state the securities were acquired in the ordinary course of business.
Laurence W. Lytton filed an Amendment to Schedule 13G reporting beneficial ownership of warrants to acquire 51,391 shares of Cellectar Biosciences, Inc. common stock. The filing states these warrants represent 1.6% of the outstanding common stock, calculated using 3,192,040 shares outstanding reported by the issuer for the quarter ended June 30, 2025. The reporting person indicates sole voting and dispositive power over the 51,391 underlying shares and certifies the securities were not acquired to change or influence control of the issuer.
Cellectar Biosciences, Inc. (CLRB) disclosure shows that Nantahala Capital Management, LLC and two individuals, Wilmot B. Harkey and Daniel Mack, may be deemed beneficial owners of 1,109 shares of the company’s common stock, representing 0.06% of the class. The shares are held by funds and separately managed accounts under Nantahala's control and the Reporting Persons report shared voting and dispositive power over those 1,109 shares. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of influencing control.
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