--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-099368" form_type: "8-K" ticker: "CLRB" cik: "0001279704" company_name: "Cellectar Biosciences, Inc." filed_at: "2023-09-08T23:59:59+00:00" generated_at: "2026-06-10T22:01:43.322367+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Cellectar raises $24.5M via private placement of Series E-1 preferred stock and warrants ## Summary - Raised $24.5M selling 1,225 shares Series E-1 Preferred Stock at $20,000/share plus warrants for additional preferred shares. - Series E-1 convertible into common at $1.82/share (subject to stockholder approval); warrants have exercise prices $3.185-$4.7775/share. - Warrants exercisable upon milestones: positive CLOVER-WaM topline data (Tranche A ~$44.1M) or FDA NDA approval for iopofosine I 131 (Tranche B ~$34.3M). - Filed Certificate of Elimination for Series A/B/C preferred; reduced Series D authorized shares from 1,519 to 111.1111. - Proceeds for working capital; Oppenheimer & Co. placement agent with 7% cash fee. ## SEC filing metadata - accession: 0001104659-23-099368 - form_type: 8-K - ticker: CLRB - cik: 0001279704 - company_name: Cellectar Biosciences, Inc. - filed_at: 2023-09-08T23:59:59+00:00 - event_type: other_material - sentiment: positive - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 3.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1279704/000110465923099368/0001104659-23-099368-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1279704/000110465923099368/tm2325751d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-099368 - JSON: https://secwatch.observer/filing/0001104659-23-099368.json - Plain text: https://secwatch.observer/filing/0001104659-23-099368.txt ## Key facts - Governance Changes Cellectar Biosciences, Inc.: Filed Certificate of Designation designating 1,225 shares of Series E-1, 1,225 shares of Series E-2, 2,205 shares of Series E-3, and 1,715 shares of Series E-4 Convertible Voting Preferred Stock, each with a stated value of $20,000 per share, setting forth rights, preferences and limitations (effective 2023-09-07). - Change: charter amendment - Effective: 2023-09-07 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1279704/000110465923099368/0001104659-23-099368-index.htm - Governance Changes Cellectar Biosciences, Inc.: Filed Amendment No. 1 to Certificate of Designation of Series D Preferred Stock decreasing authorized shares from 1,519 to 111.1111 (effective 2023-09-07). - Change: charter amendment - Effective: 2023-09-07 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1279704/000110465923099368/0001104659-23-099368-index.htm - Governance Changes Cellectar Biosciences, Inc.: Filed Certificate of Elimination eliminating all matters set forth in the Certificates of Designations for Series A, Series B, and Series C Convertible Preferred Stock (effective 2023-09-07). - Change: charter amendment - Effective: 2023-09-07 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1279704/000110465923099368/0001104659-23-099368-index.htm - Material Agreements Cellectar Biosciences, Inc. entered into Securities Purchase Agreement with certain accredited investors valued at $24,500,000 (effective 2023-09-05). - Action: entry - Agreement: equity purchase - Counterparty: certain accredited investors - Value: $24,500,000 - Effective: 2023-09-05 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1279704/000110465923099368/0001104659-23-099368-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.