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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 |
