Cellectar Biosciences Inc SEC Filings

Form 4 highlights for Cellectar Biosciences (CLRB): On 07/02/2025, Chief Executive Officer and Director James V. Caruso purchased 10,000 shares of common stock at $4.99 per share. He simultaneously acquired 10,000 warrants exercisable at $5.25, expiring 07/02/2030, at a stated price of $0.01 per warrant. Following these transactions, Caruso directly owns 11,638 shares and 10,000 warrants. All share amounts reflect the 1-for-30 reverse split effected on 06/24/2025.

Schedule 13G Overview: The joint filing discloses that Kanen Wealth Management LLC, its managing member David L. Kanen, and two affiliated investment vehicles—Philotimo Fund LP and Philotimo Focused Growth & Income Fund (PHLOX)—collectively own 381,805 shares of AYTU BioPharma, Inc. (AYTU) common stock, representing approximately 6.2 % of the 6,170,246 shares outstanding as of 1 May 2025.

The ownership is split as follows: Philotimo Fund holds 255,810 shares (4.1 %), PHLOX holds 125,995 shares (2.0 %), while Kanen Wealth Management and Mr. Kanen are deemed to beneficially own the aggregate total by virtue of their control positions. All voting and dispositive powers are reported as shared; no individual entity has sole authority over the shares. The filing is made pursuant to Rule 13d-1(c), indicating a passive investment intent. Certifications clarify the securities were not acquired to influence or change control of the issuer.

Investor take-aways: 1) A single concentrated investment adviser has crossed the 5 % threshold, adding a noteworthy institutional holder to AYTU’s register. 2) Although passive, the group’s stake could still provide support for future capital raises or governance matters given AYTU’s relatively small float. 3) No new purchase price, cost basis, or transactional timeline beyond the 14 May 2025 “event date” is disclosed, limiting insight into buying momentum.

Medicus Pharma Ltd. (NASDAQ: MDCX) filed Prospectus Supplement No. 3 to register 2.26 million common shares issuable from outstanding public warrants (exercise price $4.64; expiry Nov 15 2029). The supplement incorporates an accompanying Current Report detailing the issuance of a $2.5 million third debenture to YA II PN, Ltd. (Yorkville) on June 17 2025, the final tranche under a previously disclosed $5 million secured debenture facility.

Key terms of the Yorkville financing

• Total debenture principal issued to date: $5 million (three tranches of $1.25 m, $1.25 m and $2.5 m)
• Aggregate net proceeds received: $4.5 million after original-issue discounts
• Coupon: 8.0% annual; increases to 18.0% upon default
• Maturity: February 2 2026; guaranteed by all subsidiaries via a global guaranty

The transaction strengthens near-term liquidity but layers additional secured debt on the balance sheet and introduces accelerated interest-rate risk in the event of default. The warrants remain out-of-the-money (share price $2.58 vs. strike $4.64), limiting immediate dilution yet signaling potential future share issuance if the stock appreciates.

Investors should weigh the improved cash position against a compressed maturity schedule, 8% fixed interest expense, and a possible 18% penalty rate, as well as eventual equity dilution from both the debenture terms (if convertible) and registered warrants.

Cellectar Biosciences (Nasdaq: CLRB) filed Amendment No. 1 to its Form S-1 on 30 June 2025, seeking to register a follow-on public offering of up to 755,667 Class A Units or, at investors’ election, an equal number of Class B Units. Each Class A Unit contains one share of common stock and one five-year common warrant; each Class B Unit substitutes the share with a pre-funded warrant priced at $0.00001 to mitigate ownership-limit issues (4.99% or 9.99% caps).

The filing covers up to 1,556,674 shares issuable upon exercise of pre-funded, common and representative warrants, plus an underwriters’ 45-day over-allotment option for up to 113,350 additional shares and/or warrants. Representative warrants equal to 6% of units sold will also be issued. The assumed public offering price is $7.94, the last closing price on 25 June 2025; final pricing will be set through negotiation with lead underwriter Ladenburg Thalmann.

On 24 June 2025 the company completed a 1-for-30 reverse stock split, leaving authorized share count and par value unchanged. Following the split, Cellectar remains a non-accelerated filer and smaller reporting company. The S-1 reiterates that investing in the securities involves a “high degree of risk,” directing readers to a dedicated Risk Factors section starting on page 17. Proceeds, net of underwriting fees and expenses, are not quantified here and will depend on final pricing and warrant exercise, while the company reserves the right to delay effectiveness until it files a further amendment.

Cellectar Biosciences (Nasdaq:CLRB) filed an 8-K to update investors on pipeline progress in connection with a proposed securities offering.

• CLR 125 (Auger I-125): favorable pre-clinical safety, strong uptake in triple-negative breast cancer; Phase 1b dose-finding study planned for 2H 2025.
• CLR 225 (Ac-225 α-emitter): tumor reduction in pancreatic, colorectal and breast models; Phase 1 imaging/dose-escalation study also slated for 2H 2025.
• Both trials depend on new financing.
• Iopofosine CLOVER-WaM Phase 2b in refractory Waldenström macroglobulinemia met its primary endpoint, posting a 58.2% major response rate (vs 20% FDA hurdle) and 83.6% ORR; responses durable with median DOR not reached at 11.4 mo.

Offering proceeds are expected to fund operating expenses and the CLR 125 trial; amount and timing were not disclosed.

Cellectar Biosciences (Nasdaq: CLRB) filed a Form S-1 to raise up to ≈$6.0 million through the sale of up to 755,667 Class A Units (or the same number of Class B Units). Each unit contains one share (or a pre-funded warrant) and one five-year common warrant.

The registration also covers 45,340 representative warrants and up to 1,556,674 shares issuable upon warrant exercise. Underwriters hold a 45-day option to purchase an additional 113,350 shares and/or warrants. The assumed public price matches the 25 Jun 2025 close of $7.94.

A 1-for-30 reverse stock split became effective 24 Jun 2025 to restore Nasdaq compliance. Proceeds, net of underwriting fees, are expected to fund operations; investors should review the Risk Factors section (p.17) for clinical, liquidity and dilution risks.

Cellectar Biosciences (Nasdaq: CLRB) filed an 8-K disclosing a one-for-thirty reverse stock split of its common stock, effective June 24 2025, through an amendment to its Second Amended and Restated Certificate of Incorporation.

No fractional shares will be issued; instead, all fractional interests will be aggregated, sold by the transfer agent at prevailing market prices, and net cash proceeds distributed pro-rata to affected holders. The action is reported under Item 3.03 (Material Modification to Rights of Security Holders) and Item 5.03 (Charter Amendment). Exhibit 3.1 contains the full amendment and Exhibit 104 provides the Inline XBRL cover page.

The filing, signed by CFO Chad J. Kolean on June 25 2025, materially alters the capital structure and share count for existing investors.