U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[mark one]

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 1-36598

CELLECTAR BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)


DELAWARE	04-3321804
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)

100 Campus Drive

Florham Park, New Jersey 07932

(Address of principal executive offices, including zip code)

(608) 441-8120

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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	CLRB	NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒	Smaller reporting company	☒	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares outstanding of the issuer’s common stock as of the latest practicable date: 9,740,507 shares of common stock, $0.00001 par value per share, as of May 2, 2023.


	Forward-Looking Statements	3

PART I. FINANCIAL INFORMATION		5

Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 4.	Controls and Procedures	26

PART II. OTHER INFORMATION		27

Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 6.	Exhibits	28


	March 31,		December 31,
	2023		2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	12,682,691	$	19,866,358
Prepaid expenses and other current assets		1,163,745		663,243
Total current assets		13,846,436		20,529,601
Fixed assets, net		376,084		418,641
Right-of-use asset, net		546,505		560,334
Long-term assets		63,217		75,000
Other assets		6,214		6,214
TOTAL ASSETS	$	14,838,456	$	21,589,790

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	6,904,545	$	5,478,443
Lease liability		51,106		50,847
Total current liabilities		6,955,651		5,529,290
Long-term lease liability, net of current portion		548,344		552,981
TOTAL LIABILITIES		7,503,995		6,082,271
COMMITMENTS AND CONTINGENCIES (Note 7)
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.00001 par value; 7,000 shares authorized; Series D preferred stock: 111 issued and outstanding as of March 31, 2023 and December 31, 2022		1,382,023		1,382,023
Common stock, $0.00001 par value; 160,000,000 shares authorized; 9,740,507 and 9,385,272 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		97		94
Additional paid-in capital		194,032,651		193,624,445
Accumulated deficit		(188,080,310)		(179,499,043)
Total stockholders’ equity		7,334,461		15,507,519
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	14,838,456	$	21,589,790


	Three Months Ended March 31,
	2023		2022
COSTS AND EXPENSES:
Research and development	$	6,654,094	$	3,887,039
General and administrative		2,051,207		2,253,188
Total costs and expenses		8,705,301		6,140,227

LOSS FROM OPERATIONS		(8,705,301)		(6,140,227)

OTHER INCOME:
Interest income, net		124,034		430
Total other income, net		124,034		430
NET LOSS	$	(8,581,267)	$	(6,139,797)
BASIC AND DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER COMMON SHARE	$	(0.76)	$	(1.00)
SHARES USED IN COMPUTING BASIC AND DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER COMMON SHARE		11,261,217		6,110,125


											Total
	Preferred Stock			Common Stock			Additional		Accumulated		Stockholders’
	Shares	Amount		Shares	Par Amount		Paid‑In Capital		Deficit		Equity
BALANCE AT DECEMBER 31, 2021	111	$	1,382,023	6,110,125	$	61	$	182,560,859	$	(150,897,789)	$	33,045,154
Stock-based compensation	—		—	—		—		303,805		—		303,805
Net loss	—		—	—		—		—		(6,139,797)		(6,139,797)
BALANCE AT MARCH 31, 2022	111	$	1,382,023	6,110,125	$	61	$	182,864,664	$	(157,037,586)	$	27,209,162

BALANCE AT DECEMBER 31, 2022	111	$	1,382,023	9,385,272	$	94	$	193,624,445	$	(179,499,043)	$	15,507,519
Stock-based compensation	—		—	—		—		408,206		—		408,206
Conversion of pre-funded warrants into common shares	—		—	355,235		3		—		—		3
Net loss	—		—	—		—		—		(8,581,267)		(8,581,267)
BALANCE AT MARCH 31, 2023	111	$	1,382,023	9,740,507	$	97	$	194,032,651	$	(188,080,310)	$	7,334,461


	Three Months Ended
	March 31,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(8,581,267)	$	(6,139,797)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		42,557		43,417
Stock-based compensation expense		408,206		303,805
Noncash lease expense		13,829		21,358
Changes in:
Prepaid expenses and other current assets		(488,719)		107,065
Lease liability		(4,378)		(32,433)
Accounts payable and accrued liabilities		1,426,102		656,802
Cash used in operating activities		(7,183,670)		(5,039,783)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets		—		(30,070)
Cash used in investing activities		—		(30,070)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of pre-funded warrants		3		—
Cash provided by financing activities		3		—
NET DECREASE IN CASH AND CASH EQUIVALENTS		(7,183,667)		(5,069,853)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		19,866,358		35,703,975
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	12,682,691	$	30,634,122


	Number of Shares
	Issuable Upon
	Exercise of
	Outstanding	Exercise
Offering	Warrants	Price		Expiration Date
2022 Common Warrants	5,151,098	$	1.96	October 25, 2027
2022 Pre-Funded Warrants	1,520,710	$	0.00001	N/A
June 2020 Series H Warrants	720,796	$	12.075	June 5, 2025
May 2019 Series F Warrants	195,700	$	24.00	May 20, 2024
May 2019 Series G Warrants	201,800	$	24.00	May 20, 2024
July 2018 Series E Warrants	414,000	$	40.00	July 31, 2023
October 2017 Series D Warrants	31,085	$	178.00	October 14, 2024
Total	8,235,189


				Weighted
	Number of			Average
	Shares Issuable			Remaining
	Upon Exercise	Weighted		Contracted	Aggregate
	of Outstanding	Average		Term in	Intrinsic
	Options	Exercise Price		Years	Value
Outstanding at December 31, 2022	746,257	$	13.48		$	—
Granted	732,500	$	1.68
Forfeited	(1)	$	14,800
Outstanding at March 31, 2023	1,478,756	$	7.59	9.06	$	—

Exercisable March 31, 2023	370,959	$	20.06	7.74	$	—
Unvested, March 31, 2023	1,107,797	$	3.42	9.51	$	—


Years ending March 31,
2023	$	106,000
2024		132,000
2025		147,000
2026		150,000
2027		153,000
Thereafter		207,000
Total undiscounted lease payments		895,000
Less: Imputed interest		(295,000)
Present value of lease liabilities	$	600,000


			Incorporation by Reference
Exhibit No.	Description	Filedwith this Form 10-Q	Form	Filing Date	Exhibit No.

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X

101	Interactive Data Files	X

104	Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).	X

	CELLECTAR BIOSCIENCES, INC.

Date: May 4, 2023	By:	/s/ James V. Caruso
		James V. Caruso
		President and Chief Executive Officer


	Three Months Ended
	March 31,
	2023		2022		Variance
Clinical project costs	$	2,625,000	$	1,452,000	$	1,173,000
Manufacturing and related costs		1,914,000		1,090,000		824,000
Pre-clinical project costs		183,000		60,000		123,000
General research and development costs		1,932,000		1,285,000		647,000
	$	6,654,000	$	3,887,000	$	2,767,000

SEC Form 10-Q filed by Cellectar Biosciences Inc.