Current Report Filing (8-k)
July 01 2020 - 4:02PM
Edgar (US Regulatory)
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):
July 1, 2020
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)
|
(I.R.S. Employer
Identification No.)
|
100 Campus Drive, Florham Park, New Jersey
07932
(Address of principal executive offices, and zip code)
(608) 441-8120
(Registrant's telephone number, including area code)
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
Warrant to purchase common stock,
expiring April 20, 2021
|
|
CLRB
CLRBZ
|
|
NASDAQ Capital Market
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.
|
On July 1, 2020,
Cellectar Biosciences, Inc. (the “Company”) announced the appointment of John Friend II, M.D., as Vice President and
Chief Medical Officer effective as of July 1, 2020.
Dr. Friend returns
to the Company bringing more than 17 years of global drug development and medical affairs expertise in hematology/oncology as well
as a variety of other therapeutic indications. Most recently, he was chief medical officer of DRGT and prior to his earlier tenure
at the Company, Dr. Friend served as Senior Vice President of Research and Development at Helsinn Therapeutics (U.S.), Inc. leading
its research and development, clinical, medical affairs and regulatory affairs divisions. Prior to his time at Helsinn, Dr. Friend
held executive responsibility for clinical research, medical affairs, pharmacovigilance and risk management at various pharmaceutical
companies including Akros Pharma, Actavis, Alpharma, Hospira and Abbott. Dr. Friend completed his post-graduate residency program
in family medicine and subsequently served as Clinical Director and faculty attending physician at Cabarrus Family Medicine Residency
Program in North Carolina. He earned his medical degree from UMDNJ-Robert Wood Johnson Medical School (now Rutgers, RWJMS) and
received his undergraduate degree in Chemistry from Southern Methodist University.
In connection
with the appointment of Dr. Friend to the position of Vice President and Chief Medical Officer, the Company entered into an employment
agreement with Dr. Friend (the “Employment Agreement”). The Employment Agreement provides that Dr. Friend will be an
employee “at will” and includes his expected compensation package. Pursuant to the Employment Agreement, Dr. Friend
will receive an annual base salary of $400,000 and a targeted annual bonus of 30 percent of base salary, and will be granted an
option to purchase 100,000 shares of the Company’s common stock, vesting annually over three years. This grant was approved
by both the Compensation Committee of the Company’s Board of Directors and the full Board of Directors and made as an inducement
material to Dr. Friend’s entering into employment with the Company as contemplated by Nasdaq Listing Rule 5635(c)(4). In
the event of a dismissal without cause, or resignation by Dr. Friend for good reason, Dr. Friend will be entitled to nine months
of severance. In the event of dismissal without cause, or resignation by Dr. Friend for good reason, within the twelve months following
a change in control, Dr. Friend will be entitled to twelve months of severance.
The foregoing
description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment
Agreement (Exhibit 10.1 to this Current Report on Form 8-K) and incorporated herein by reference. The Company’s press release
announcing the appointment of Dr. Friend is filed as Exhibit 99.1 hereto and incorporated by reference herein.
ITEM 9.01
|
FINANCIAL STATEMENTS AND EXHIBITS
|
(d) Exhibits
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.
Dated: July 1, 2020
|
CELLECTAR BIOSCIENCES, INC.
|
|
|
|
|
|
By:
|
/s/ Dov Elefant
|
|
Name: Dov Elefant
|
|
Title: Chief Financial Officer
|
Cellectar Biosciences (NASDAQ:CLRB)
Historical Stock Chart
From Mar 2024 to Apr 2024
Cellectar Biosciences (NASDAQ:CLRB)
Historical Stock Chart
From Apr 2023 to Apr 2024