Cellectar Biosciences shareholders back equity and warrant plans

Cellectar Biosciences, Inc. held its 2026 Annual Meeting of Stockholders on July 7, 2026.

Rhea-AI Filing Summary

Cellectar Biosciences, Inc. held its 2026 Annual Meeting of Stockholders on July 7, 2026. Stockholders elected Class III directors Andrew Gu and Douglas J. Swirsky to new three-year terms. They approved an amendment to the 2021 Stock Incentive Plan to increase shares reserved for issuance by 2,000,000 shares of common stock. Stockholders also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2026 and, on a non-binding advisory basis, approved executive officer compensation. In addition, stockholders approved the exercise of warrants to purchase up to 39,618,078 shares of common stock under Nasdaq rules, making a planned adjournment proposal moot.

Insights

Corporate governance & equity compensation analyst

Shareholders backed directors, equity plans, pay, and warrant exercises, enabling future share issuance.

Stockholders of Cellectar Biosciences, Inc. supported the board’s slate and key proposals at the July 7, 2026 annual meeting. Approval of the 2021 Stock Incentive Plan amendment adds 2,000,000 common shares to the plan’s reserve, giving the company additional capacity for equity-based compensation.

They also approved the exercise of warrants covering up to 39,618,078 shares of common stock under Nasdaq rules, which could lead to future share issuance if holders choose to exercise. Ratification of Deloitte & Touche LLP as independent registered public accounting firm and advisory approval of executive compensation suggest broad support for current governance, though actual dilution effects will depend on how many awards and warrants ultimately convert into shares.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

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.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Additional plan shares: 2,000,000 shares Warrants exercise capacity: 39,618,078 shares Director election votes for Andrew Gu: 2,134,395 +3 more

6 metrics

Additional plan shares 2,000,000 shares Increase in number of shares reserved under the 2021 Stock Incentive Plan approved at the 2026 Annual Meeting

Warrants exercise capacity 39,618,078 shares Aggregate common shares underlying warrants approved for exercise under Nasdaq rules

Director election votes for Andrew Gu 2,134,395 Votes cast for election of Class III director Andrew Gu, with 25,493 withheld and 1,382,976 broker non-votes

Director election votes for Douglas J. Swirsky 2,126,590 Votes cast for election of Class III director Douglas J. Swirsky, with 33,298 withheld and 1,382,976 broker non-votes

Auditor ratification for votes 3,518,084 Votes in favor of ratifying Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2026

Say-on-pay for votes 1,438,422 Votes approving, on a non-binding advisory basis, compensation of named executive officers, with 712,362 against

Key Terms

Stock Incentive Plan, Broker Non-Votes, independent registered public accounting firm, non-binding advisory basis, +1 more

5 terms

Stock Incentive Plan financial

"approved an amendment to the Company’s 2021 Stock Incentive Plan to increase the number of shares"

A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

Broker Non-Votes financial

"Adnrew Gu | | 2,134,395 | | 25,493 | | 1,382,976"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"appointment of Deloitte & Touche LLP to be the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding advisory basis financial

"approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

warrants financial

"approval the exercise of warrants issued by the Company to purchase up to an aggregate of 39,618,078 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What directors were elected at Cellectar Biosciences (CLRB) 2026 Annual Meeting?

Stockholders elected Andrew Gu and Douglas J. Swirsky as Class III directors to three-year terms. Gu received 2,134,395 votes for, and Swirsky received 2,126,590 votes for, with broker non-votes recorded for both.

How many additional shares were approved for the CLRB 2021 Stock Incentive Plan?

Stockholders approved an increase of 2,000,000 shares of common stock available under Cellectar Biosciences’ 2021 Stock Incentive Plan. The proposal received 1,706,640 votes for, 439,422 against, 13,825 abstentions, and 1,382,977 broker non-votes.

What was approved regarding Cellectar Biosciences (CLRB) warrant exercises?

Stockholders approved the exercise of warrants to purchase up to 39,618,078 shares of common stock under Nasdaq rules. The warrant exercise proposal received 1,881,936 votes for, 55,004 against, 222,946 abstentions, and 1,382,977 broker non-votes.

Did Cellectar Biosciences (CLRB) shareholders approve executive compensation?

Yes. On a non-binding advisory basis, stockholders approved executive officer compensation, with 1,438,422 votes for, 712,362 against, 9,102 abstentions, and 1,382,978 broker non-votes recorded on the say-on-pay proposal.

Which auditor did Cellectar Biosciences (CLRB) shareholders ratify for 2026?

Stockholders ratified Deloitte & Touche LLP as Cellectar Biosciences’ independent registered public accounting firm for fiscal year 2026, with 3,518,084 votes for, 13,956 against, and 10,824 abstentions and no broker non-votes listed.

What happened to the adjournment proposal at the CLRB 2026 Annual Meeting?

Because the warrant exercise proposal was approved, the adjournment proposal became moot. As a result, the planned sixth agenda item to adjourn the Annual Meeting was not presented for a shareholder vote.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/10/2026 - 05:13 PM EDT Learn about SEC filing dates

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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): July 7, 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.

As described in Item 5.07 below, on July 7, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Cellectar Biosciences, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s 2021 Stock Incentive Plan (the “Plan”) to increase the number of shares reserved for issuance under the Plan by 2,000,000 shares.

A copy of the Plan, as amended, is filed as Exhibit 10.1 to this Current Report and is incorporated by reference in this Item 5.02.

Item 5.07. Submission of Matters to a Vote of Security Holders

The Company held the Annual Meeting at 10:00 a.m., local time, on July 7, 2026.

The proposals presented for stockholder approval at the Annual Meeting are described below:

Proposal No. 1 – Election of Directors

Class III directors, Andrew Gu and Douglas J. Swirsky, were nominated and elected to serve three-year terms. The vote was as follows:

Nominee		For		Withhold		Broker Non-Votes
Adnrew Gu		2,134,395		25,493		1,382,976
Douglas J. Swirsky		2,126,590		33,298		1,382,976

Proposal No. 2 – Approval of an Increase in the Number of Shares Available for Issuance Under the 2021 Stock Incentive Plan

The Company requested approval of an increase in the number of shares of common stock available for issuance under the Plan by 2,000,000 shares. The stockholders approved the proposal. The vote was as follows:

For		Against		Abstain		Broker Non-Votes
1,706,640		439,422		13,825		1,382,977

Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm

The Company requested ratification of the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP to be the Company’s independent registered public accounting firm for fiscal year 2026. The stockholders ratified the appointment. The vote was as follows:

For		Against		Abstain
3,518,084		13,956		10,824

Proposal No. 4 – Approval of Executive Officer Compensation

The Company requested approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers. The stockholders approved the compensation of the named executive officers. The vote was as follows:

For		Against		Abstain		Broker Non-Votes
1,438,422		712,362		9,102		1,382,978

Proposal No. 5 – Approval of Exercise of Warrants

The Company requested approval the exercise of warrants issued by the Company to purchase up to an aggregate of 39,618,078 shares of common stock under applicable rules and regulations of the Nasdaq Stock Market LLC (the “Warrant Exercise Proposal”). The stockholders approved the proposal. The vote was as follows:

For		Against		Abstain		Broker Non-Votes
1,881,936		55,004		222,946		1,382,977

Proposal No. 6 – Adjournment of Annual Meeting

Because the Warrant Exercise Proposal was approved, the sixth proposal on the agenda regarding adjournment of the Annual Meeting was rendered moot and was not presented.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Number		Title
10.1		Cellectar Biosciences, Inc. 2021 Stock Incentive Plan, as Amended
104		Cover Page Interactive Data File (formatted in 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: July 10, 2026	By:	/s/ Chad J. Kolean
	Name:	Chad J. Kolean
	Title:	Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 75.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB