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    Cellectar Biosciences Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

    6/25/25 5:22:03 PM ET
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    false --12-31 0001279704 0001279704 2025-06-24 2025-06-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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): June 24, 2025

     

     

    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 3.03. Material Modification to Rights of Security Holders.

     

    The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

     

    Item 5.03. Amendments to Articles of Incorporation or Bylaws

     

    On June 24, 2025, Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), effected a one-for-thirty reverse stock split of the Company’s common stock, par value $0.00001 (the “Reverse Split”) by amending its Second Amended and Restated Certificate of Incorporation (the “Amendment”). No fractional shares were issued in connection with the Reverse Split. In lieu thereof, the aggregate of all fractional shares otherwise issuable to the holders of record of common stock shall be issued to the transfer agent, as agent for the accounts of all holders of record of common stock and otherwise entitled to have a fraction of a share issued to them. The sale of all of the fractional interests will be effected by the transfer agent as soon as practicable after the effective time on the basis of the prevailing market prices of the common stock at the time of the sale. After such sale, the transfer agent will pay to such holders of record their pro rata share of the total net proceeds derived from the sale of the fractional interests.

     

    The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     

    Item 9.01. Financial Statements and Exhibits

     

    (d) Exhibits

     

    Number   Title
    3.1   Amendment to Second Amended and Restated Certificate of Incorporation of Cellectar Biosciences, Inc.
    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: June 25, 2025 By: /s/ Chad J. Kolean 
      Name: Chad J. Kolean
      Title: Chief Financial Officer

     

     

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