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): ~~May~~July 177, 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.

OnAs ~~May~~described ~~17,~~in ~~2026~~Item 5.07 below, ~~Stefan~~on D.July ~~Loren~~7, ~~Ph.D.~~2026, ~~notified~~ at the ~~board~~2026 Annual Meeting of ~~directors~~Stockholders (the “~~Board~~Annual Meeting”) of Cellectar Biosciences, Inc. (the “Company”), ~~that~~the heCompany’s stockholders ~~does~~approved ~~not~~an ~~intend~~amendment to ~~stand~~ ~~for reelection as a Class III director at~~ the ~~upcoming~~Company’s ~~2026~~2021 ~~annual~~Stock ~~meeting~~Incentive ofPlan ~~the stockholders of the Company~~ (the “~~Annual Meeting~~Plan”), ~~at which time his current term as a director will expire. Dr. Loren’s decision~~ to ~~not~~increase ~~to stand for reelection was not~~ the ~~result~~number of shares ~~any~~reserved ~~disagreement~~for ~~with~~issuance ~~the~~under ~~Company on any matter relating to~~ the ~~Company’s~~Plan ~~operations~~by 2,000,000 ~~policies or practices~~shares.

~~The~~A ~~Company~~copy ~~has entered into a consulting agreement with Dr. Loren, effective July 8, 2026. Dr. Loren will provide consulting services promoting the success~~ of the ~~Company for a term of one year and will be compensated $15~~Plan,~~000~~ ~~per~~as ~~quarter during the term. Additionally~~amended, atis ~~the~~filed ~~end~~as ofExhibit ~~the term, Dr~~10.1 ~~Loren~~to ~~will~~this ~~receive a stock~~Current ~~option~~Report ~~grant of 15,000 shares. The granted options~~ and ~~the~~is ~~option~~incorporated ~~grants~~by ~~that~~reference hein ~~has~~this ~~previously~~Item ~~received shall remain exercisable for 10 years from their respective grant dates~~5.02.

AsItem previously announced, the Company entered into a securities purchase agreement on May 4, 2026, with certain institutional investors to issue and sell shares of the Company’s common stock, and concurrently entered into a letter agreement (the “Board Designation Side Letter”) with Nantahala Capital Management, LLC (“Nantahala”). Pursuant to the Board Designation Side Letter, the Company has agreed, subject to certain qualifications and approval by the Board (which approval shall not be unreasonably withheld, conditioned or delayed), to appoint one individual selected by Nantahala (the “Board Designee”) to the Board no later than June 5~~, 2026~~. ~~Nantahala selected Andrew Gu as its Board Designee~~07. On ~~May~~Submission ~~18, 2026, the Board appointed Mr. Gu to serve as a member~~ of ~~the~~Matters ~~Board as a Class III director. The Board also appointed Mr. Gu~~ to ~~serve as~~ a ~~member~~Vote of ~~the~~Security ~~Audit Committee of the Board.~~Holders

~~Mr.~~The GuCompany isheld ~~currently~~the anAnnual ~~analyst~~Meeting at ~~Nantahala,~~10:00 a ~~Connecticut-based~~.m., ~~hedge~~local ~~fund~~time, ~~where he focuses~~ on ~~investments in the biotechnology sector, a position he has held since June 2021. Mr.~~July ~~Gu holds a Bachelor of Science degree in Economics (with a Finance concentration) and a Bachelor of Arts degree in Neuroscience from the University of Pennsylvania~~7, ~~where he graduated from the Roy and Diana Vagelos Life Sciences and Management Program in 2021~~2026. ~~He was also a recipient of the Robert L. Benz and Marie Uberti-Benz Family Prize in Life Sciences and Management.~~

~~Mr.~~The Guproposals ~~has~~presented nofor ~~family~~stockholder ~~relationships~~approval ~~with~~at ~~any director or executive officer of~~ the ~~Company.~~Annual ~~There~~ Meeting are nodescribed ~~transactions in which Mr. Gu has an interest requiring disclosure under Item 404(a) of Regulation S-K.~~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: May 18, 2026	By:	/s/ Chad J. Kolean
Date: July 10, 2026	By:	/s/ Chad J. Kolean
	Name:	Chad J. Kolean
	Title:	Chief Financial Officer

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