[8-K] Cellectar Biosciences INC NEW Reports Material Event

Rhea-AI Filing Summary

Cellectar Biosciences, Inc. (Nasdaq: CLRB) has filed a Form 8-K to disclose that its stockholders approved, and the board of directors has subsequently set, a one-for-thirty reverse stock split of the company’s common stock. The split will take effect at 12:01 a.m. ET on June 24, 2025 (the “Effective Time”).

At the Effective Time, every 30 shares of issued and outstanding common stock will be automatically combined into 1 share; fractional shares will be paid out in cash. The filing notes that the reverse split will proportionately adjust (i) the share reserves under all company equity-incentive plans, (ii) the share quantities and exercise or conversion prices of outstanding stock options and warrants, and (iii) the conversion ratios of any outstanding preferred stock, thereby keeping the aggregate economic value of each instrument unchanged.

The company attached a press release (Exhibit 99.1) titled “Cellectar Biosciences Announces One-for-Thirty Reverse Stock Split” and an Inline XBRL cover page file (Exhibit 104). No other operational or financial data were provided in this filing.

Positive

• None.

Negative

• Board authorized a 1-for-30 reverse stock split effective June 24, 2025, materially reducing share float

Insights

Financial Analyst

TL;DR: Reverse split restructures share count; no direct change to fundamentals—impact neutral.

The 1-for-30 consolidation merely compresses the share base without altering market capitalization, cash flows, or pipeline prospects. The filing clarifies that all derivative securities—options, warrants, preferred stock—will be mechanically adjusted to maintain their pre-split economic value, so existing holders neither gain nor lose proportional ownership. Because no balance-sheet or P&L metrics accompany the action, it should be viewed as an administrative capital-markets move. Liquidity could tighten as shares outstanding decline materially, but that consideration is external and not quantified here. Overall, the event is structural rather than fundamental, meriting a neutral assessment.

Corporate Actions Specialist

TL;DR: Large 1-for-30 ratio is significant but provides no economic gain; modestly negative sentiment.

Reverse splits above 10-to-1 are generally undertaken when issuers face sustained low share prices. Although the Form 8-K does not cite a compliance trigger, the chosen ratio is substantial, indicating previous share-price pressure. Investors will receive cash instead of fractional shares, simplifying cap-table reporting, yet outstanding shares will shrink by 96.7%, which can reduce trading float. Because the transaction is value-neutral on paper but often signals market-perception challenges, I assign a slightly negative impact rating while acknowledging that no dilution or change in rights occurs.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 18, 2025

Cellectar Biosciences, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware		1-36598		04-3321804
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 Campus Drive, Florham Park, NJ, 07932

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (608) 441-8120

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001 per share		CLRB		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

On June 18, 2025, Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), issued a press release announcing that a reverse stock split was approved by the Company’s stockholders at an annual meeting held on June 13, 2025, with the final ratio subsequently determined by the Company’s board of directors. The board of directors approved a one-for-thirty reverse stock split of the Company’s common stock, par value $0.00001, which will become effective at 12:01 a.m. Eastern Time on Tuesday, June 24, 2025 (the “Effective Time”). A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

In connection with the reverse stock split, every 30 shares of the Company’s common stock issued and outstanding as of the Effective Time will be automatically converted into one share of the Company’s common stock. Stockholders who would otherwise hold a fractional share of common stock will receive a cash payment in lieu of such fractional share.

As a result of the reverse stock split, the number of shares of common stock available for issuance under the Company’s equity incentive plans will be proportionately affected. Additionally, under the terms of our outstanding stock options and warrants, when the reverse stock split becomes effective, the number of shares of our common stock covered by each of them would be divided by the number of shares being combined into one share of our common stock in the reverse stock split and the exercise or conversion price per share would be increased to a dollar amount equal to the current exercise or conversion price, multiplied by the number of shares being combined into one share of our common stock in the reverse stock split. This results in the same aggregate price being required to be paid upon exercise as was required immediately preceding the reverse stock split. Furthermore, the conversion ratio of our outstanding preferred stock would also adjust proportionately.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Number		Title
99.1		Press release dated June 18, 2025, titled “Cellectar Biosciences Announces One-for-Thirty Reverse Stock Split”
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CELLECTAR BIOSCIENCES, INC.
Date: June 18, 2025	By:	/s/ Chad J. Kolean
	Name:	Chad J. Kolean
	Title:	Chief Financial Officer

FAQ

When will Cellectar Biosciences' (CLRB) reverse stock split take effect?

The split becomes effective at 12:01 a.m. Eastern Time on June 24, 2025.

What is the ratio of the CLRB reverse stock split?

Every 30 shares of common stock will be automatically converted into 1 share.

How will fractional shares be handled after the split?

Shareholders entitled to a fraction of a share will receive a cash payment instead of fractional shares.

Will the reverse split affect CLRB stock options and warrants?

Yes. The number of shares underlying each option or warrant will be divided by 30 and the exercise price multiplied by 30, leaving total economic value unchanged.

Did shareholders approve the CLRB reverse stock split?

Yes. Stockholders approved the reverse split at the company’s annual meeting on June 13, 2025.