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  4. [8-K] Cellectar Biosciences, Inc. Reports Material Event

Cellectar (NASDAQ: CLRB) raises $35M, plans Phase 3 WM trial

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cellectar Biosciences entered financing deals combining a registered direct offering of 1,618,053 common shares and a concurrent private placement of 2,116,887 shares, 9,471,086 pre-funded warrants and three milestone warrant tranches of 13,206,026 each at exercise prices largely around $2.65–$2.88.

The gross proceeds are expected to be about $35 million before fees, with an 8% cash fee and additional warrant compensation to the placement agent. After issuing these shares, Cellectar will have 7,975,069 common shares outstanding, excluding any shares from warrant exercises.

The company plans to use net proceeds mainly for working capital and to support initiation of a Phase 3 trial of iopofosine I 131 for Waldenström macroglobulinemia. In Phase 2b WM data, iopofosine showed an 83.6% overall response rate, 61.8% major response rate, 17.8‑month median duration of response and 13.5‑month median progression‑free survival with mostly low‑grade, manageable toxicities.

Positive

  • Robust clinical data in Waldenström macroglobulinemia: iopofosine I 131 achieved 83.6% overall response, 61.8% major response, 17.8‑month median duration of response and 13.5‑month median progression‑free survival, supporting progression to a Phase 3 trial.
  • Non‑dilutive catalysts embedded in warrant milestones: milestone warrants are callable after key events such as Phase 3 initiation, NDA acceptance and NDA approval, aligning additional potential cash inflows with clinical and regulatory progress.

Negative

  • Significant equity dilution and warrant overhang: new shares plus 9.47 million pre‑funded warrants and three 13.2 million milestone warrant tranches introduce substantial potential dilution relative to the 7.98 million shares outstanding after the offering.

Insights

Cellectar secures $35M and strong WM data to back a Phase 3 trial.

Cellectar Biosciences is raising about $35 million through a mix of registered shares, privately placed shares, pre-funded warrants and milestone-based warrants. This provides non‑revenue funding to advance iopofosine I 131 without relying on near‑term product sales.

The company intends to use net proceeds for working capital and to support a Phase 3 trial in Waldenström macroglobulinemia. Prior Phase 2b data in WM showed an 83.6% overall response rate, 61.8% major response rate, median duration of response of 17.8 months and median progression‑free survival of 13.5 months, with mainly low‑grade toxicities.

Dilution from new equity and large warrant overhang is meaningful, but the financing extends runway into a pivotal program. The value impact will depend on Phase 3 design and subsequent results referenced around the planned Phase 3 initiation and NDA milestones embedded in the warrant triggers.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Registered direct shares 1,618,053 shares Registered direct offering under existing Form S-3 shelf
Private placement shares 2,116,887 shares Unregistered common stock sold in concurrent private placement
Pre-funded warrants 9,471,086 warrants Pre-funded warrants to purchase common stock issued in private placement
Milestone warrants per tranche 13,206,026 warrants Each of Tranche A, B and C milestone warrants at $2.65 exercise price
Gross proceeds $35 million Expected gross proceeds from the offering before fees and expenses
Placement agent cash fee 8.0% of gross proceeds Cash fee on aggregate gross proceeds from sale of shares and warrants
Shares outstanding post-offering 7,975,069 shares Common stock outstanding after issuance of new shares, excluding warrant exercises
Overall response rate 83.6% Phase 2b CLOVER WaM trial in relapsed/refractory WM, per protocol population
registered direct offering financial
"to issue and sell in a registered direct offering (the “Registered Offering”)"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
Pre-Funded Warrants financial
"Pre-Funded Warrants to purchase 9,471,086 shares of Common Stock"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Waldenström macroglobulinemia medical
"for the treatment of Waldenström macroglobulinemia (“WM”) patients"
A rare type of blood cancer in which a specific white blood cell makes too much of a single antibody protein, causing blood to become thick and organs to be affected; symptoms can include fatigue, bleeding, nerve problems and vision changes. Investors care because new tests, drugs or approvals for this condition can create meaningful markets or revenue shifts for healthcare companies, similar to how a new product launch can change a company’s prospects.
Overall Response Rate medical
"83.6% Overall Response Rate (“ORR”) and 61.8% Major Response Rate"
Overall response rate is the percentage of patients in a clinical study whose measurable disease shrinks or disappears after receiving a treatment. Investors watch it like a product’s “hit rate” because higher response rates can signal a drug’s effectiveness, boost chances of regulatory approval and market demand, and affect a company’s future revenue prospects, similar to how a higher batting average suggests a more reliable player.
Randomized Confirmatory Pivotal Clinical Trial medical
"after the initiation of the Randomized Confirmatory Pivotal Clinical Trial"
Registration Rights Agreement regulatory
"the Company entered into a registration rights agreement (the “Registration Rights Agreement”)"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 4, 2026

 

 

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)  (I.R.S. Employer Identification
Number)

 

100 Campus Drive, Florham Park, NJ, 07932

(Address of Principal Executive Offices) (Zip Code)

 

(608) 441-8120

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

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

 

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   NASDAQ

 

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:

 

¨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))

 

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

 

¨ Emerging growth company

 

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

 

 

 

 

 

 

Item 1.01Entry into a Material Definitive Agreement.

 

Registered Direct Offering and Concurrent Private Placement

 

On May 4, 2026, Cellectar Biosciences, Inc., a Delaware corporation (the “Company”) entered into a securities purchase agreement with certain institutional investors (the “Investor Purchaser Agreement”), to issue and sell in a registered direct offering (the “Registered Offering”) 1,618,053 shares (the “Registered Shares”) of the Company’s common stock, $0.00001 par value per share (the “Common Stock”)

  

The Registered Offering was made pursuant to the Company’s existing shelf registration statement on Form S-3 (File No. 333-279731) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), which was filed on May 24, 2024 and declared effective by the SEC on July 23, 2024, and a prospectus supplement dated May 4, 2026.

 

In a concurrent private placement pursuant to the Investor Purchase Agreement (the “Private Placement” and, together with the Registered Offering, the “Offering”) and pursuant to an additional securities purchase agreement with certain members of the executive management team of the Company (the “Management Purchase Agreement” and together with the Investor Purchase Agreement, the “Purchase Agreements”), the Company agreed to issue and sell (i) 2,116,887 shares of Common Stock (the “Unregistered Shares”, and together with the Registered Shares, the “Shares”), (ii) Pre-Funded Warrants to purchase 9,471,086 shares of Common Stock (the “Pre-Funded Warrants”, and the shares issuable upon exercise of the Pre-Funded Warrants, the “Pre-Funded Warrant Shares”) and (iii) 13,206,026 each of milestone based Tranche A, Tranche B and Tranche C Warrants (“Milestone Warrants”, and the shares issuable upon exercise of the Milestone Warrants, together with the Pre-Funded Warrant Shares, the “Warrant Shares”).

 

The Milestone Warrants will be exercisable upon approval by the Company’s stockholders, are callable by the Company upon the achievement of certain events and have the following terms:

 

Tranche A Warrant shall have a one-year term from the date of stockholder approval and have an exercise price of $2.65. The company may call the Tranche A Warrant after the initiation of the Randomized Confirmatory Pivotal Clinical Trial (defined as enrollment of the first patient in the study) for iopofosine I 131 and the price of the common stock exceeds 130% of the exercise price for 20 consecutive trading days, with average daily volume of at least $500,000.

 

Tranche B Warrant shall have a two-year term from the date of stockholder approval and have an exercise price of $2.65. The company may call the Tranche B Warrant for cash after the acceptance for review of the New Drug Application (“NDA”) for iopofosine I 131 with the U.S. Food and Drug Administration (“FDA”) and the price of the common stock exceeds 130% of the exercise price for 20 consecutive trading days, with average daily volume of at least $500,000.

 

Tranche C Warrant shall have five-year term from the date of stockholder approval and have an exercise price of $2.65. The company may call the Tranche C Warrant for cash after the approval of the NDA for iopofosine I 131 with the FDA and the price of the common stock exceeds 130% of the exercise price for 20 consecutive trading days, with average daily volume of at least $500,000.

 

 

 

 

Pursuant to the Management Purchase Agreement, certain members of the executive management team of the Company have agreed to participate in the Private Placement at a purchase price of $2.88 per share of Common Stock and accompanying milestone-based Tranche A, Tranche B and Tranche C Warrants with an exercise price of $2.88 per share. All other terms of the Milestone Warrants are identical to those being purchased by the institutional investors.

 

The Unregistered Shares, the Pre-Funded Warrants and the Milestone Warrants issued and sold in the Private Placement have not been registered with the SEC. Accordingly, the Unregistered Shares, the Pre-Funded Warrants and the Milestone Warrants, and the Warrant Shares underlying the Pre-Funded Warrants and the Milestone Warrants and issuable upon the exercise of the Pre-Funded Warrants and the Milestone Warrants, may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

 

The Purchase Agreements contain customary representations, warranties and agreements by the Company, customary indemnification obligations of the Company, including for liabilities under the Securities Act, and other customary obligations of the parties. The representations, warranties and covenants contained in the Purchase Agreements were made only for purposes of such Purchase Agreements and as of specific dates, were solely for the benefit of the parties to such Purchase Agreements and may be subject to limitations agreed upon by the contracting parties.

 

Registration Rights Agreement

 

In connection with the Private Placement, on May 4, 2026, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with certain investors pursuant to which the Company has agreed to file a registration statement (the “Registration Statement”) to register the resale of the Unregistered Shares and the Warrant Shares no later than May 19, 2026 and to use best efforts to cause such Registration Statement to become effective as promptly as possible after the filing thereof, but in any event to have such Registration Statement declared effective no later than 60 days after May 4, 2026. The Registration Rights Agreement contains customary representations, warranties and agreements by the Company and customary penalties for failure to timely have the registration statement timely filed or declared effective.

 

Placement Agency Agreement

 

In connection with the Offering, on May 4, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Placement Agent”), pursuant to which the Company engaged the Placement Agent as the sole placement agent for the Company in connection with the Offering. The Company will pay the Placement Agent (i) a cash fee equal to 8.0% of the aggregate gross proceeds received by the Company from the sale of the Shares, the Milestone Warrants and the Pre-Funded Warrants in the Offering, (ii) such number of Common Stock purchase warrants (the “Placement Agent Warrants”) to purchase shares of Common Stock equal to 6.0% of the aggregate number of Shares and Pre-Funded Warrants sold in the Offering and (iii) a cash fee equal to 4.0% of the gross proceeds received by the Company from the cash exercise of any Milestone Warrants sold in the Private Placement. The Company also agreed to reimburse the Placement Agent for certain of its expenses in an aggregate amount up to $110,000. The Placement Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, and customary indemnification obligations of the Company, including for liabilities under the Securities Act, other obligations of the parties, and termination provisions.

 

Board Designation Side Letter

 

In connection with the Investor Purchaser Agreement, on May 4, 2026, the Company entered into a letter agreement (the “Board Designation Side Letter”, together with the Purchase Agreements, the Registration Rights Agreement and the Placement Agency Agreement, the “Transaction Documents”) with Nantahala Capital Management, LLC (“Nantahala”) pursuant to which the Company will, subject to approval by the Board of Directors of the Company (which approval shall not be unreasonably withheld, conditioned or delayed), appoint one individual selected by Nantahala (the “Board Designee”) to the Company’s Board of Directors. The Board Designee must be selected by Nantahala no later than June 5, 2026. The Board Designee must at the time of nomination qualify as “independent” pursuant to applicable SEC and Trading Market (as defined in the Investor Purchaser Agreement) rules and be eligible under the Delaware General Corporation Law and the rules and policies of any Trading Market to serve as a director of the Company. The Board Designee must at all times satisfy all applicable requirements regarding service as a director of the Company under applicable law and SEC and Trading Market rule.

 

 

 

 

The gross proceeds to the Company from the Offering, excluding any future proceeds from the exercise of the Pre-Funded Warrants and/or Milestone Warrants, are expected to be approximately $35 million, before deducting the Placement Agent’s fees and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes, including to support its plans to initiate a Phase 3 trial of iopofosine I 131 for the treatment of Waldenström macroglobulinemia (“WM”) patients.

 

Upon the issuance of the Shares in connection with the Offering, the Company will have 7,975,069 shares of Common Stock outstanding, excluding any shares of Common Stock issuable upon the exercise of any of the Pre-Funded Warrants, the Milestone Warrants or the Placement Agent Warrants.

 

The Offering closed on May 6, 2026.

 

The foregoing description of the Transaction Documents, the Pre-Funded Warrants, the Milestone Warrants and the Placement Agent Warrants is not complete and is qualified in its entirety by reference to the full text of the applicable Transaction Documents, the Pre-Funded Warrants and the Milestone Warrants, copies of which are filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 10.1, 10.2, 10.3, 10.4 and 10.5 to this report and are incorporated by reference herein. A copy of the opinion of Sidley Austin LLP, counsel to the Company, relating to the shares of Common Stock to be issued in the Registered Offering is attached as Exhibit 5.1 to this report.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The Company issued the Unregistered Shares, the Pre-Funded Warrants and the Milestone Warrants issued in the Private Placement pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder. The description of the Pre-Funded Warrants and the Milestone Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein. The forms of the Pre-Funded Warrants and Milestone Warrants have been filed as an exhibit to this Form 8-K and are incorporated by reference herein.

 

Item 8.01 Other Events.

 

On May 5, 2025, the Company reported positive 12-month follow-up data from its Phase 2b CLOVER WaM clinical trial evaluating iopofosine I 131 in patients with relapsed or refractory (r/r) WM. The Company announced that 83.6% Overall Response Rate (“ORR”) and 61.8% Major Response Rate (“MRR”) were observed in the heavily pretreated population with median duration of response of 17.8 months. A summary of the efficacy results in the per protocol study population (n=55) is below:

 

·ORR: 83.6%
·MRR: 61.8% (primary endpoint achieved)
·Median Duration of Response (DoR): 17.8 months (secondary endpoint achieved)
·Median Progression-Free Survival (PFS): 13.5 months
·Very Good Partial Response/Complete Response Rate: 14.5%
·Disease Control Rate: 98.2%

 

Additionally, summaries of the efficacy results in BTKi-exposed and BTKi-refractory subsets of the trial population are below:

 

BTKi-Exposed Patients (n=39):

 

·MRR: 64.1%
·Median DoR: 18.2 months
·Median PFS: 15.9 months

 

 

 

 

BTKi-Refractory Patients (n=33):

 

·MRR: 63.6%
·Median DoR: 18.2 months
·Median PFS: 14.8 months

 

In the trial, observed adverse events were transient and there were no significant bleeding events and low rates of infection (<10%). Cytopenias were the most common treatment-emergent adverse events. Non-hematologic toxicities were primarily low grade (Grade <2).

 

Forward Looking Statements

 

This Report on Form 8-K contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s control. For this reason, among others, you should not place undue reliance upon the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Report on Form 8-K.

 

Item 9.01Financial Statements and Exhibits.

 

Exhibit
Number		   Description
4.1   Form of Pre-Funded Common Stock Purchase Warrant
4.2   Form of Series A Common Stock Purchase Warrant
4.3   Form of Series B Common Stock Purchase Warrant
4.4   Form of Series C Common Stock Purchase Warrant
4.5   Form of Placement Agent Warrant
5.1   Opinion of Sidley Austin LLP
10.1   Form of Securities Purchase Agreement, dated May 4, 2026, by and among the Company and the institutional investors identified on the signatures pages thereto
10.2   Form of Securities Purchase Agreement, dated May 4, 2026, by and among the Company and the members of management identified on the signatures pages thereto
10.3   Form of Registration Rights Agreement, dated May 4, 2026, by and among the Company and the investors identified on the signature pages thereto
10.4   Form of Placement Agency Agreement, dated May 4, 2026, by and between the Company and Ladenburg Thalmann & Co. Inc.
10.5   Letter Agreement, dated May 4, 2026, by and between the Company and Nantahala Capital Management, LLC
23.1   Consent of Sidley Austin LLP (included in Exhibit 5.1)
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

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: May 8, 2026 By: /s/ Chad J. Kolean
  Name: Chad J. Kolean
  Title: Chief Financial Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What capital is Cellectar Biosciences (CLRB) raising in this transaction?

Cellectar expects gross proceeds of about $35 million from this financing. The deal combines 1,618,053 registered shares, 2,116,887 privately placed shares, 9,471,086 pre‑funded warrants and three 13,206,026‑share milestone warrant tranches tied to clinical and regulatory milestones.

How will Cellectar (CLRB) use the proceeds from this offering?

Cellectar plans to use net proceeds for working capital and general corporate purposes. A key stated priority is funding its plans to initiate a Phase 3 trial of iopofosine I 131 for Waldenström macroglobulinemia, building on positive Phase 2b CLOVER WaM data.

What efficacy results did Cellectar report for iopofosine in Waldenström macroglobulinemia?

The Phase 2b trial showed strong responses in relapsed or refractory WM. In 55 per‑protocol patients, overall response rate was 83.6%, major response rate 61.8%, median duration of response 17.8 months and median progression‑free survival 13.5 months, with favorable disease control.

How many Cellectar (CLRB) shares will be outstanding after this offering?

After issuing the new shares, Cellectar will have 7,975,069 common shares outstanding. This figure excludes any additional shares that could be issued upon exercise of the pre‑funded warrants, milestone warrants or placement agent warrants associated with the transaction.

What are the key terms of Cellectar’s milestone-based warrants?

The Tranche A, B and C milestone warrants each cover 13,206,026 shares at $2.65. They become callable after specified milestones: Phase 3 initiation, NDA acceptance and NDA approval for iopofosine I 131, with stock price and trading volume conditions also required.

Did Cellectar management participate in the private placement?

Certain executive management members agreed to participate in the private placement. Under the management purchase agreement, they will buy common shares and accompanying milestone-based warrants at a purchase price of $2.88 per share and $2.88 exercise price, matching institutional warrant terms.

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