Does Cellectar disclose any related-party transactions involving new director Andrew Gu?

Cellectar states there are no transactions involving new director Andrew Gu requiring disclosure under Item 404(a) of Regulation S-K, and notes he has no family relationships with any director or executive officer of the company.

Cellectar (NASDAQ: CLRB) reshapes board with Loren exit and Andrew Gu appointment

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Cellectar Biosciences announced upcoming board changes and a new consulting role for an exiting director. Stefan D. Loren, Ph.D. informed the board he will not stand for reelection as a Class III director at the 2026 annual meeting, and his current term will end at that time. The company states his decision is not due to any disagreement over operations, policies, or practices.

Cellectar entered into a one-year consulting agreement with Dr. Loren, effective July 8, 2026, under which he will receive $15,000 per quarter and a stock option grant for 15,000 shares at the end of the term, with all his granted options remaining exercisable for 10 years from their grant dates. Separately, under a previously disclosed board designation side letter linked to a May 4, 2026 securities purchase agreement, Nantahala Capital Management selected Andrew Gu as its board designee. The board appointed Gu on May 18, 2026 as a Class III director and member of the Audit Committee. The company notes he has no disclosable related-party transactions or family relationships with its directors or officers.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Consulting fee: $15,000 per quarter Option grant: 15,000 shares Option exercisability term: 10 years +3 more

6 metrics

Consulting fee $15,000 per quarter Paid to Stefan D. Loren under one-year consulting agreement

Option grant 15,000 shares Stock options to be granted to Loren at end of consulting term

Option exercisability term 10 years All granted options exercisable for 10 years from grant dates

Consulting term length 1 year Loren consulting agreement effective July 8, 2026

Board designee deadline June 5, 2026 Company agreed to appoint Nantahala’s designee by this date

Board appointment date May 18, 2026 Date Andrew Gu was appointed Class III director and Audit Committee member

Key Terms

consulting agreement, Audit Committee, securities purchase agreement, Board Designation Side Letter, +1 more

5 terms

consulting agreement financial

"The Company has entered into a consulting agreement with Dr. Loren, effective July 8, 2026."

Audit Committee financial

"The Board also appointed Mr. Gu to serve as a member of the Audit Committee of the Board."

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

securities purchase agreement financial

"the Company entered into a securities purchase agreement on May 4, 2026, with certain institutional investors"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Board Designation Side Letter financial

"concurrently entered into a letter agreement (the “Board Designation Side Letter”) with Nantahala Capital Management, LLC"

Regulation S-K regulatory

"There are no transactions in which Mr. Gu has an interest requiring disclosure under Item 404(a) of Regulation S-K."

A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

Understanding 8-K Material Events →

05/18/2026 - 04:15 PM

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): May 17, 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)		(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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 17, 2026, Stefan D. Loren, Ph.D. notified the board of directors (the “Board”) of Cellectar Biosciences, Inc. (the “Company”), that he does not intend to stand for reelection as a Class III director at the upcoming 2026 annual meeting of the stockholders of the Company (the “Annual Meeting”), at which time his current term as a director will expire. Dr. Loren’s decision to not to stand for reelection was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

The Company has entered into a consulting agreement with Dr. Loren, effective July 8, 2026. Dr. Loren will provide consulting services promoting the success of the Company for a term of one year and will be compensated $15,000 per quarter during the term. Additionally, at the end of the term, Dr. Loren will receive a stock option grant of 15,000 shares. The granted options and the option grants that he has previously received shall remain exercisable for 10 years from their respective grant dates.

As previously announced, the Company entered into a securities purchase agreement on May 4, 2026, with certain institutional investors to issue and sell shares of the Company’s common stock, and concurrently entered into a letter agreement (the “Board Designation Side Letter”) with Nantahala Capital Management, LLC (“Nantahala”). Pursuant to the Board Designation Side Letter, the Company has agreed, subject to certain qualifications and approval by the Board (which approval shall not be unreasonably withheld, conditioned or delayed), to appoint one individual selected by Nantahala (the “Board Designee”) to the Board no later than June 5, 2026. Nantahala selected Andrew Gu as its Board Designee. On May 18, 2026, the Board appointed Mr. Gu to serve as a member of the Board as a Class III director. The Board also appointed Mr. Gu to serve as a member of the Audit Committee of the Board.

Mr. Gu is currently an analyst at Nantahala, a Connecticut-based hedge fund, where he focuses on investments in the biotechnology sector, a position he has held since June 2021. Mr. Gu holds a Bachelor of Science degree in Economics (with a Finance concentration) and a Bachelor of Arts degree in Neuroscience from the University of Pennsylvania, where he graduated from the Roy and Diana Vagelos Life Sciences and Management Program in 2021. He was also a recipient of the Robert L. Benz and Marie Uberti-Benz Family Prize in Life Sciences and Management.

Mr. Gu has no family relationships with any director or executive officer of the Company. There are no transactions in which Mr. Gu has an interest requiring disclosure under Item 404(a) of Regulation S-K.

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: May 18, 2026	By:	/s/ Chad J. Kolean
	Name:	Chad J. Kolean
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What board changes did Cellectar Biosciences (CLRB) announce in this 8-K?

Cellectar reported that director Stefan D. Loren, Ph.D. will not stand for reelection at the 2026 annual meeting, and the board appointed Nantahala Capital Management’s designee, Andrew Gu, as a Class III director and Audit Committee member.

Why is Cellectar director Stefan D. Loren leaving the CLRB board?

Stefan D. Loren, Ph.D. notified Cellectar that he will not stand for reelection as a Class III director at the 2026 annual meeting. The company states his decision is not due to any disagreement over operations, policies, or practices.

What are the terms of Stefan Loren’s consulting agreement with Cellectar (CLRB)?

Cellectar entered a one-year consulting agreement with Stefan D. Loren, effective July 8, 2026. He will receive $15,000 per quarter and a stock option grant of 15,000 shares at the end of the term, with all granted options exercisable for 10 years.

Who is Andrew Gu and what role will he have at Cellectar Biosciences (CLRB)?

Andrew Gu is an analyst at Nantahala Capital Management focused on biotechnology investments. Cellectar’s board appointed him as a Class III director and member of the Audit Committee on May 18, 2026, pursuant to a board designation right held by Nantahala.

How is Nantahala Capital Management involved with Cellectar Biosciences (CLRB)?

Cellectar previously entered a securities purchase agreement with institutional investors and a Board Designation Side Letter with Nantahala Capital Management. Under that side letter, Nantahala selected Andrew Gu as its board designee, and the board appointed him as a Class III director.

Filing Exhibits & Attachments

3 documents