Cellectar raises $24.5M via private placement of Series E-1 preferred stock and warrants

On September 7, 2023, the Company filed the Certificate of Designation with the Delaware Secretary of State designating 1,225 shares of its authorized and unissued preferred stock as Series E-1 Convertible Voting Preferred Stock, 1,225 shares as Series E-2 Convertible Voting Preferred Stock, 2,205 shares as Series E-3 Convertible Voting Preferred Stock and 1,715 shares as Series E-4 Convertible Voting Preferred Stock (all such series of preferred stock referred to herein collectively as “ Series E Preferred Stock ”), each with a stated value of $20,000 per share (the “ Original Per Share Price ”).

On September 7, 2023, the Company filed with the Delaware Secretary of State an Amendment No. 1 to Certificate of Designation of the Series D Preferred Stock, which, effective upon filing, decreased the authorized number of shares of Series D Preferred Stock from 1,519 to 111.1111 (the “ Amendment No. 1 to Certificate of Designation of the Series D Preferred Stock ”).

On September 7, 2023, the Company filed with the Delaware Secretary of State a Certificate of Elimination to the Certificate of Incorporation of the Company which, effective upon filing, eliminated all matters set forth in the applicable Certificates of Designations with respect to the Company’s Series A Convertible Preferred Stock, the Company’s Series B Convertible Preferred Stock and the Company’s Series C Convertible Preferred Stock (the “ Certificate of Elimination ”).

On September 5, 2023, Cellectar Biosciences, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with certain accredited investors (the “ Investors ”), pursuant to which the Company agreed to issue and sell, in a private placement (the “ Offering ”), (i) 1,225 shares of Series E-1 Convertible Voting Preferred Stock, par value $0.0001 per share (the “ Series E-1 Preferred Stock ”), (ii) Tranche A Warrants (the “ Tranche A Warrants ”) to acquire shares of Series E-3 Convertible Voting Preferred Stock, par value $0.00001 per share (the “ Series E-3 Preferred Stock ”) and (iii) Tranche B Warrants (the “ Tranche B Warrants ,” together with the Tranche A Warrants, the “ Warrants ”) to acquire shares of Series E-4 Convertible Voting Preferred Stock, par value $0.00001 per share (the “ Series E-4 Preferred Stock ” and together with the Series E-3 Preferred Stock, the “ Warrant Shares ”) for an aggregate offering price of $24.5 million.