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): December 23,
2020
CELLECTAR BIOSCIENCES, INC.
(Exact name of registrant as
specified in 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 communication pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| ¨ |
Pre-commencement communication pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(17 CFR §230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §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. ¨
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 |
|
CLRB |
|
NASDAQ Capital Market |
| Warrant to purchase common stock,
expiring April 20, 2021 |
|
CLRBZ |
|
NASDAQ Capital Market |
Item 1.01 Entry into a
Material Definitive Agreement
On December 23, 2020, Cellectar Biosciences, Inc., a
Delaware corporation (the “Company”), entered into an underwriting
agreement (the “Underwriting Agreement”) with
Oppenheimer & Co. Inc. as representative of the several
underwriters named therein (the “Representative”). Pursuant to the
Underwriting Agreement, the Company agreed to sell to the
Representative 18,148,136 shares of common stock (the “Common
Shares”), par value $0.00001 per share, of the Company (“Common
Stock”) at a public offering price of $1.35 per share of common
stock, prior to deducting underwriting discounts and commissions
and estimated offering expenses (the “Public Offering”). The Common
Shares in the Public Offering were offered pursuant to a
registration statement on Form S-3 (File No. 333-244362),
which was declared effective by the Securities and Exchange
Commission on August 20, 2020.
On December 23, 2020, in a separate concurrent private
placement, the Company entered into a Securities Purchase Agreement
(the “Purchase Agreement”) with certain purchasers named therein
(the “Purchasers”), pursuant to which the Company agreed to issue
and sell, 1,518.5180 shares of Series D convertible preferred
stock (the “Preferred Shares”). The Preferred Shares are
convertible into a number of shares of common stock equal to
$13,500 divided by $1.35 (or 10,000 shares of common stock for each
share of Series D Preferred Stock converted), at a price of
$13,500 per share of Series D Preferred Stock (the “PIPE” and
together with the Public Offering, the “Offerings”). The Preferred
Shares will only be convertible into common stock upon receipt of
stockholder approval of the issuance of the underlying shares of
common stock (“Stockholder Approval”) as required by Nasdaq
Marketplace Rule 5635(d) at a special stockholder meeting
to be called for that purpose. The Preferred Sharers and the shares
of our common stock issuable upon the exercise of the Series D
Preferred Stock issued in the PIPE were offered pursuant to the
exemption provided in Section 4(a)(2) under the
Securities Act of 1933, as amended (the “Securities Act”) and
Rule 506(b) promulgated thereunder.
The net proceeds of the Offerings to the Company, after deducting
the underwriting discounts and commissions, placement agency fees
and estimated offering expenses payable by the Company were
approximately $41.4 million.
The Underwriting Agreement also contains representations,
warranties, indemnification and other provisions customary for
transactions of this nature. Pursuant to the Underwriting
Agreement, the Company and its directors and officers agreed,
subject to certain exceptions, not to offer, issue or sell any
shares of common stock or securities convertible into or
exercisable or exchangeable for shares of common stock for a period
of ninety (90) days following December 28, 2020 without
the prior written consent of the Representative.
Pursuant to the Purchase Agreement, the Company has agreed to hold
a special meeting of stockholders at the earliest practical date in
any event on or before March 31, 2021 for the purpose of
obtaining Stockholder Approval. In connection with the entry into
the Purchase Agreement, the Company and the Purchasers entered into
a registration rights agreement (the “Registration Rights
Agreement”), pursuant to which the Company is required to file a
registration statement on Form S-1 or Form S-3 within 30
calendar days of the closing of the PIPE to provide for the resale
of the shares of Common Stock issuable upon the exercise of the
Preferred Shares. The Company will be obligated to use its
reasonable best efforts to keep any registration statement
effective until the earlier of (i) the date on which the
shares of Common Stock issuable upon the exercise of the Preferred
Shares subject to the registration statement may be sold without
registration pursuant to Rule 144 under the Securities Act, or
(ii) the date on which all of the shares of Common Stock
subject to the registration statement have been sold under the
registration statement or pursuant to Rule 144 under the
Securities Act or any other rule of similar effect.
The foregoing summaries of the Underwriting Agreement, Securities
Purchase Agreement and Registration Rights Agreement do not purport
to be complete and are subject to, and qualified in their entirety
by, such documents, which are incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer
to sell any securities or a solicitation of an offer to buy any
securities, nor shall there be any sale of any securities in any
state or jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
A copy of the opinion of Michael Best & Friedrich LLP
relating to the legality of the issuance and sale of the Shares is
attached as Exhibit 5.1 hereto.
| Item 3.02 |
UNREGISTERED SALE OF
SECURITIES |
The information contained in Item 1.01 of this Current Report on
Form 8-K in relation to the Preferred Shares is incorporated
by reference in this Item 3.02.
| Item 5.03 |
AMENDMENT TO ARTICLES OF
INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR |
In connection with the closing of the PIPE on December 28,
2020 discussed in Item 1.01 above, on December 23, 2020, the
Company filed a Certificate of Designation of Preferences, Rights
and Limitations of the Series D Preferred (the “Certificate of
Designation”) with the Secretary of State of the State of
Delaware.
With certain exceptions, as described in the Certificate of
Designation, the Preferred Shares have no voting rights. However,
as long as any Preferred Shares remain outstanding, the Certificate
of Designation provides that the Company shall not, without the
affirmative vote of holders of a majority of the then outstanding
Preferred Shares, (a) alter or change adversely the powers,
preferences or rights given to the Series D Preferred Stock or
alter or amend the Certificate of Designation, (b) amend our
certificate of incorporation or other charter documents in any
manner that adversely affects any rights of the holders of
Series D Preferred Stock, (c) increase the number of
authorized shares of Series D Preferred Stock or
(d) enter into any agreement with respect to any of the
foregoing.
| Item 7.01 |
REGULATION FD
DISCLOSURE |
On December 23, 2020, the Company issued a press release
announcing the pricing of the Offerings. A copy of the press
release is furnished as Exhibit 99.1 and is incorporated by
reference herein.
On December 28, 2020, the Company issued a press release
announcing the closing of the Offerings. A copy of the press
release is furnished as Exhibit 99.2 and is incorporated by
reference herein.
| Item 9.01 |
Financial Statements and
Exhibits |
(d) Exhibits
* Filed herewith
SIGNATURE
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:
December 28, 2020 |
CELLECTAR
BIOSCIENCES, INC. |
|
|
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|
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By: |
/s/ Dov Elefant |
|
|
|
Name: |
Dov Elefant |
| |
|
Title: |
Chief
Financial Officer |
