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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):
August 13, 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 2.02. |
Results of Operations and Financial Condition. |
On August 13, 2026, we issued
a press release announcing our financial results for the quarter ended June 30, 2026, and provided a corporate update. A copy of the press
release is furnished as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01. |
Financial Statements and Exhibits |
(d) Exhibits
| Number |
|
Title |
| 99.1 |
|
Press release dated August 13, 2026, titled “Cellectar Biosciences Reports Second Quarter 2026 Financial Results and Provides Corporate Updates” |
| 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: August 13, 2026 |
By: |
/s/ Chad J. Kolean |
| |
Name: |
Chad J. Kolean |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1

Cellectar Biosciences
Reports Second Quarter 2026 Financial Results and Provides Corporate Updates
Site Activation Initiated for Confirmatory Phase 3 Study of Iopofosine
I 131 with New Drug Application Submission Planned for mid-2027 under the FDA's Accelerated Approval Program
Presented Data from CLOVER WaM Trial of Iopofosine
I 131 in relapsed/refractory Waldenström Macroglobulinemia (r/r WM) at the American Society of Clinical Oncology 2026 Annual Meeting
Initiated Enrollment and Dosed First Patients
in Phase 1b Clinical Trial of CLR 125 in Triple Negative Breast Cancer
Announced Publication of Phase 1 Data in Peer-Reviewed
Journal Cancers
Company to Hold Webcast and Conference Call
at 8:30 AM ET Today
FLORHAM PARK, N.J., August 13, 2026 (GLOBE NEWSWIRE) --
Cellectar Biosciences, Inc. (NASDAQ: CLRB), a late-stage clinical biopharmaceutical company focused on the discovery and development
of drugs for the treatment of cancer, today announced financial results for the quarter ended June 30, 2026, and provided a corporate
update.
“Our second quarter marked another period of significant execution
as we continued to advance multiple programs across our oncology pipeline while laying the foundation for several important near-term
catalysts,” said James Caruso, president and chief executive officer of Cellectar. “Most notably, we progressed our regulatory
strategy for iopofosine I 131 in Waldenström macroglobulinemia, including initiation of site activation activities for our confirmatory
Phase 3 trial, which is an important first step toward our accelerated approval application in the U.S., which we plan to submit in mid-2027.
The compelling data we continue to generate from the Phase 2b CLOVER WaM study reinforce our belief that iopofosine has the potential
to address a critical unmet need for WM patients, including those previously treated with BTK inhibitors and prior to off-label salvage
therapies.”
“At the same time, we continued to expand the clinical validation
of our proprietary PDC platform, achieving key enrollment and dosing milestones in our CLR 125 Phase 1b trial in triple-negative breast
cancer and advancing our broader radiopharmaceutical portfolio. Supported by a strengthened balance sheet and a clear operational roadmap,
we are entering the second half of 2026 with strong momentum, multiple anticipated data and development milestones, and a steadfast commitment
to creating long-term value for patients and stockholders.”
Second Quarter 2026 and Recent Corporate Highlights
| · | Iopofosine I 131, the company’s Phospholipid Drug Conjugate (PDC)
designed to provide targeted delivery of iodine-131 (radioisotope) |
| o | Presented data from the CLOVER WaM study of iopofosine I 131 in relapsed/refractory Waldenström macroglobulinemia (r/r WM)
patients at the American Society of Clinical Oncology 2026 Annual Meeting (ASCO). The poster presentation highlighted efficacy results
from a subset of patients treated with iopofosine I 131 immediately post-Bruton Tyrosine Kinase inhibitor (BTKi) therapy, which consisted
of two cycles administered at 15 mCi/m2 on days 1 and 15 of each 57-day cycle. Major response rate (MRR) was the primary efficacy
endpoint, while the subset analysis also assessed a modified intent-to-treat (mITT) population who were immediately post-BTKi treatment. |
| § | Efficacy from the evaluable patients (n=24) included: |
| · | 100% clinical benefit rate |
| · | 87.5% overall response rate (ORR) |
| · | 79.2% MRR, partial response (PR) or better |
| · | Median duration of response (DOR) of 16 months
(range: 7.3-25.4 months) |
| · | 20% of patients exceeded 30 months DOR |
| § | Treatment was well-tolerated with a manageable toxicity profile with cytopenias
as the only Grade 3 or greater adverse event. |
| o | Advanced preparations for the Phase 3 confirmatory trial of iopofosine I 131 and began site initiation activities. Sites are
expected to begin opening in the coming months with first patient to be dosed in early 2027. |
| § | The Phase 3 study will be a comparator, randomized controlled study with
approximately 100 WM patients per arm; full patient enrollment is projected within 18-24 months of the first patient admitted to the study. |
| § | The New Drug Application is planned for submission in mid-2027 under the
FDA’s Accelerated Approval Program. Based on the Breakthrough Therapy Designation awarded to iopofosine I 131 for r/r WM, an approximate
6-month review is anticipated. |
| o | Published results from a Phase 1 dose-escalation study of iopofosine I 131 in combination with low-dose dexamethasone in patients
with heavily pretreated relapsed/refractory multiple myeloma (r/r MM) in the peer-reviewed journal, Cancer. |
| § | Among 26 efficacy-evaluable patients, iopofosine I 131 achieved disease control
in 84.6% of patients and an ORR of 15.4%, including four partial responses, with evidence of enhanced clinical activity at higher administered
doses and a 30% ORR among evaluable patients receiving at least 60 mCi. |
| § | Treatment was generally well tolerated, with a favorable safety profile consisting
primarily of predictable and reversible hematologic toxicities, no new safety signals, and mostly low-grade non-hematologic adverse events. |
| § | Given that iopofosine I 131’s mechanism of action is not dependent
on a single target or mutation, the company believes these and other data underscore its potential to address a broad range of B-cell-mediated
malignancies, including WM, MM, diffuse large B-cell lymphoma and other difficult-to-treat hematologic cancers where new therapeutic options
are needed. |
| · | CLR 121125 (CLR 125), an iodine-125 Auger-emitting program targeted for
solid tumor |
| o | Initiated enrollment and dosing of the first patients in the Phase 1b trial evaluating CLR 125 in refractory triple negative breast
cancer (TNBC). |
| · | Phospholipid Drug Conjugate (PDC) Platform |
| o | On August 18th, Cellectar management will host a virtual educational webinar highlighting its validated PDC platform.
The webinar will highlight the company’s Phospholipid Drug Conjugates’ (PDCs)™ ability to target and gain intracellular
access to most primary tumors, metastatic sites, and cancer stem cells and will underscore how this approach may enhance drug efficacy
and simultaneously minimize side effects for patients. |
| o | The event will showcase how this next-generation proprietary PLE delivery platform was engineered to be conjugated (combined) with
a wide variety of therapeutic molecules, such as small-molecule chemotherapeutics, radiotherapeutics, and other molecules that utilize
alternative therapeutic approaches. |
| o | Details of the webinar are below: |
| § | Time: 11:30 am – 12:30 pm ET |
| o | In May 2026, the company entered into a securities purchase agreement with certain institutional investors and members of executive
management to issue and sell an aggregate of approximately $35 million upfront and up to $105 million milestone-based securities in a
registered direct offering of common stock and a concurrent private placement of common stock, pre-funded warrants and milestone-based
warrants. Proceeds from this financing will primarily be used to fund the Phase 3 confirmatory study of iopofosine I 131 in WM. |
2026 Financial Highlights
| · | Cash and Cash Equivalents: As of June 30, 2026, the company
had cash and cash equivalents of $34.0 million, compared to $13.2 million as of December 31, 2025, which reflects net proceeds of
approximately $31.7 million from the May 2026 offering. The company believes its cash balance as of June 30, 2026, is adequate
to fund its budgeted operations into the second quarter of 2027. |
| · | Research and Development Expenses: R&D expenses for the three
months ended June 30, 2026, were approximately $4.6 million, compared to approximately $2.4 million for the three months ended June 30,
2025. The initiation of the WM confirmatory iopofosine I 131 and CLR 125 Triple Negative Breast Cancer studies drove the increase. |
| · | General and Administrative Expenses: G&A expenses for the
three months ended June 30, 2026, were approximately $2.6 million, compared to approximately $3.6 million for the same period in
2025. The decrease was primarily a result of reduced commercialization efforts, professional fees, and lower personnel costs. |
| · | Net Loss: The net loss attributable to common stockholders for the
three months ended June 30, 2026, was $6.9 million, or $0.57 per share, compared to $5.4 million, or $3.39 per share, for the three
months ended June 30, 2025. |
Conference Call & Webcast Details
Cellectar management will host a conference call and webcast today,
August 13, 2026, at 8:30 AM Eastern Time to discuss these results and answer questions. Stockholders and other interested parties
may participate in the conference call by dialing 1-800-717-1738. A live webcast of the conference call can be accessed in the “Events &
Presentations” section of Cellectar’s website at www.cellectar.com. A recording of the webcast will be available and
archived on the company’s website for approximately 90 days.
About Cellectar Biosciences, Inc.
Cellectar Biosciences is a late-stage clinical biopharmaceutical company
focused on the discovery and development of proprietary drugs for the treatment of cancer, independently and through research and development
collaborations. The company’s core objective is to leverage its proprietary Phospholipid Drug Conjugate™ (PDC) delivery platform
to develop the next-generation of cancer cell-targeting treatments, delivering improved efficacy and better safety as a result of fewer
off-target effects.
The company’s product pipeline includes iopofosine I 131, which
is a PDC designed to provide targeted delivery of iodine-131 (radioisotope). Iopofosine I 131 has been tested in Phase 2b trials as a
treatment for relapsed or refractory Waldenström Macroglobulinemia (WM), in relapsed or refractory multiple myeloma (MM) and central
nervous system (CNS) lymphoma. The CLOVER-2 Phase 1b study is evaluating iopofosine I 131 in pediatric patients with high-grade gliomas,
for which Cellectar is eligible to receive a Pediatric Review Voucher from the FDA upon approval. The FDA has granted iopofosine I 131
Breakthrough, six Orphan Drug, four Rare Pediatric Drug and two Fast Track Designations for various cancer indications, and the EMA has
granted iopofosine I 131 PRIority MEdicines (PRIME) designation.
Cellectar is also developing CLR 121125 (CLR 125), an iodine-125 Auger-emitting
program targeted for solid tumors, such as triple negative breast (TNBC), lung, and colorectal cancer, and is currently being evaluated
in a Phase 1b study for TNBC, which will determine the recommended dose for the subsequent Phase 2 trial. CLR 125 has been well tolerated in
vivo and has demonstrated strong preclinical data showing reduction or inhibition of solid tumor growth.
In addition to these assets, the Cellectar team is developing CLR 121225
(CLR 225), an actinium-225 based program targeting solid tumors in indications with significant unmet need, such as pancreatic cancer,
as well as proprietary preclinical PDC chemotherapeutic programs and multiple partnered PDC assets.
For more information, please visit https://www.cellectar.com/or
join the conversation by liking and following us on the company’s social media channels: X, LinkedIn, and Facebook.
Forward Looking Statements Disclaimer
This news release contains
forward-looking statements. You can identify these statements by our use of words such as "may," "expect," "believe,"
"anticipate," "intend," "could," "estimate," "continue," "plans," or their
negatives or cognates. These statements are only estimates and predictions and are subject to known and unknown risks and uncertainties
that may cause actual future experience and results to differ materially from the statements made. These statements are based on our
current beliefs and expectations as to such future outcomes. Drug discovery and development involve a high degree of risk. Factors that
might cause such a material difference include, among others, uncertainties related to the ability to identify suitable collaborators,
partners, licensees or purchasers for our product candidates and, if we are able to do so, to enter into binding agreements with regard
to any of the foregoing, or to raise additional capital to support our operations, or our ability to fund our operations if we are unsuccessful
with any of the foregoing. A complete description of risks and uncertainties related to our business is contained in our periodic reports
filed with the Securities and Exchange Commission including our Form 10-K for the year ended December 31, 2025, and our Form 10-Q
for the quarterly period ended March 31, 2026. These forward-looking statements are made only as of the date hereof, and we disclaim
any obligation to update any such forward-looking statements.
INVESTORS:
Anne Marie Fields
Precision AQ
212-362-1200
annemarie.fields@precisionaq.com
+++ TABLES FOLLOW +++
CELLECTAR BIOSCIENCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| | |
June 30, | | |
December 31, | |
| | |
2026 | | |
2025 | |
| ASSETS | |
| | | |
| | |
| CURRENT ASSETS: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 33,993,982 | | |
$ | 13,196,033 | |
| Prepaid expenses and other current assets | |
| 883,659 | | |
| 842,432 | |
| Total current assets | |
| 34,877,641 | | |
| 14,038,465 | |
| Property, plant & equipment, net | |
| 304,173 | | |
| 549,405 | |
| Operating lease right-of-use asset | |
| 1,433,706 | | |
| 360,671 | |
| Other long-term assets | |
| 23,566 | | |
| 29,780 | |
| TOTAL ASSETS | |
$ | 36,639,086 | | |
$ | 14,978,321 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| CURRENT LIABILITIES: | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
$ | 5,218,681 | | |
$ | 4,423,548 | |
| Warrant liability | |
| 17,000 | | |
| 226,000 | |
| Lease liability, current | |
| 2,030 | | |
| 100,189 | |
| Total current liabilities | |
| 5,237,711 | | |
| 4,749,737 | |
| Lease liability, net of current portion | |
| 1,529,542 | | |
| 309,397 | |
| TOTAL LIABILITIES | |
| 6,767,253 | | |
| 5,059,134 | |
| COMMITMENTS AND CONTINGENCIES (Note 7) | |
| | | |
| | |
| MEZZANINE EQUITY: | |
| | | |
| | |
| Series D preferred stock, 111.11 shares authorized, 0.00 and 111.11 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | |
| — | | |
| 1,382,023 | |
| STOCKHOLDERS’ EQUITY: | |
| | | |
| | |
| Series E-2 preferred stock, 1,225 shares authorized; 0.00 and 35.60 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | |
| — | | |
| 520,778 | |
| Common stock, $0.00001 par value; 170,000,000 shares authorized; 8,252,108 and 4,240,129 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | |
| 83 | | |
| 42 | |
| Additional paid-in capital | |
| 311,589,849 | | |
| 277,149,844 | |
| Accumulated deficit | |
| (281,718,099 | ) | |
| (269,133,500 | ) |
| Total stockholders’ equity | |
| 29,871,833 | | |
| 8,537,164 | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 36,639,086 | | |
$ | 14,978,321 | |
CELLECTAR BIOSCIENCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| OPERATING EXPENSES: | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
$ | 4,557,383 | | |
$ | 2,389,801 | | |
$ | 7,564,612 | | |
$ | 5,816,896 | |
| General and administrative | |
| 2,638,629 | | |
| 3,647,728 | | |
| 5,425,341 | | |
| 6,621,624 | |
| Total operating expenses | |
| 7,196,012 | | |
| 6,037,529 | | |
| 12,989,953 | | |
| 12,438,520 | |
| | |
| | | |
| | | |
| | | |
| | |
| LOSS FROM OPERATIONS | |
| (7,196,012 | ) | |
| (6,037,529 | ) | |
| (12,989,953 | ) | |
| (12,438,520 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| OTHER INCOME (EXPENSE): | |
| | | |
| | | |
| | | |
| | |
| Gain (loss) on valuation of warrants | |
| 132,000 | | |
| 501,598 | | |
| 209,000 | | |
| 161,598 | |
| Interest income | |
| 133,359 | | |
| 88,020 | | |
| 196,355 | | |
| 224,982 | |
| Total other income (expense) | |
| 265,359 | | |
| 589,618 | | |
| 405,355 | | |
| 386,580 | |
| NET LOSS | |
$ | (6,930,653 | ) | |
$ | (5,447,911 | ) | |
$ | (12,584,598 | ) | |
$ | (12,051,940 | ) |
| NET LOSS PER SHARE — BASIC | |
$ | (0.57 | ) | |
$ | (3.39 | ) | |
$ | (1.52 | ) | |
$ | (7.66 | ) |
| NET LOSS PER SHARE — DILUTED | |
$ | (0.57 | ) | |
$ | (3.39 | ) | |
$ | (1.52 | ) | |
$ | (7.66 | ) |
| WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING — BASIC | |
| 12,231,851 | | |
| 1,608,799 | | |
| 8,258,067 | | |
| 1,572,598 | |
| WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING — DILUTED | |
| 12,231,851 | | |
| 1,608,799 | | |
| 8,258,067 | | |
| 1,572,598 | |