Cellectar Biosciences, Inc. 8-K

What Happened

• Cellectar Biosciences (CLRB) announced on May 4–6, 2026 that it completed a registered direct offering and a concurrent private placement that, together, generated approximately $35.0 million in gross proceeds (before fees and expenses). The Offering included 1,618,053 registered shares, 2,116,887 unregistered shares, pre‑funded warrants for 9,471,086 shares, and milestone‑based Tranche A/B/C warrants (13,206,026 warrants per tranche). The Offering closed on May 6, 2026.
• The company also disclosed positive 12‑month follow‑up results from its Phase 2b CLOVER WaM trial of iopofosine I‑131 in relapsed/refractory Waldenström macroglobulinemia (WM): overall response rate (ORR) 83.6%, major response rate (MRR) 61.8% (primary endpoint achieved), median duration of response (DoR) 17.8 months, and median progression‑free survival (PFS) 13.5 months. Safety findings: mostly transient adverse events, low infection rates (<10%), cytopenias were most common.

Key Details

• Offering economics and instruments:
  • Registered shares: 1,618,053; Unregistered shares: 2,116,887.
  • Pre‑Funded Warrants cover 9,471,086 shares; Milestone Warrants: 13,206,026 each for Tranches A, B and C.
  • Gross proceeds expected ~ $35 million (excluding any future proceeds from warrant exercises); post‑issuance common shares outstanding: 7,975,069 (ex‑warrants).
• Placement agent: Ladenburg Thalmann — fees include 8.0% cash fee, placement agent warrants equal to 6.0% of aggregate Shares/Pre‑Funded Warrants sold, and reimbursement of expenses up to $110,000.
• Management participation: Certain executives bought shares in the private placement at $2.88 per share with accompanying milestone warrants at a $2.88 exercise price.
• Governance and registration rights: Nantahala received a side letter allowing it to nominate one board designee (to be selected by June 5, 2026, subject to board approval). The company must file a resale registration statement for the unregistered securities by May 19, 2026 and use best efforts to have it effective within 60 days of May 4, 2026.

Why It Matters

• Capital and runway: The offering provides near‑term capital (approximately $35M) the company says it will use for working capital and to support plans to initiate a Phase 3 trial of iopofosine I‑131 in WM — a key next step for the program.
• Dilution and future upside: Investors should note dilution potential from the significant number of pre‑funded warrants and milestone warrants outstanding and the placement agent warrants; future exercises could raise more cash but will increase share count.
• Clinical progress: The Phase 2b CLOVER WaM results reported strong response rates and multi‑month durability in a heavily pretreated WM population, which supports the company’s Phase 3 plans but will require successful regulatory and trial execution.
• Governance: Nantahala’s board nomination right may affect board composition and oversight going forward.

Forward‑looking statements in the filing note risks and uncertainties; review the full 8‑K and the underlying offering and warrant documents for complete terms and risks.