As filed with the Securities and Exchange Commission on January 21, 2021

 

Registration No.  333-                 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

CELLECTAR BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		2834		04-3321804
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

 

100 Campus Drive

Florham Park, New Jersey 07932
Telephone (608) 441-8120

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

 

 

James V. Caruso
President and Chief Executive Officer

100 Campus Drive

Florham Park, New Jersey 07932

Telephone (608) 441-8120

(Name, address, including zip code and telephone number, including area code, of agent for service)

 

 

With copies to:

Gregory J. Lynch, Esq.

Joshua B. Erekson, Esq.

Michael Best & Friedrich LLP

One South Pinckney Street, Suite 700

Madison, Wisconsin 53703

(608) 257-3501

 

 

From time to time after the effectiveness of this registration statement.

(Approximate date of commencement of proposed sale to the public)

 

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		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 to Section 7(a)(2)(B) of the Securities Act. ¨

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered(1)	Amount to be Registered(1)	Proposed Maximum Offering Price Per Security(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(2)
Common Stock, par value $0.00001 per share(2)	15,185,180	$1.975	$29,990,731	$3,272

 

(1)

Consists of shares of Common Stock issuable upon conversion of shares of Series D Preferred Stock, to be offered and sold by the Selling Stockholders identified in this registration statement. This registration statement also relates to an indeterminate number of shares of common stock that may be issued upon stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”)..

 

(2)

Estimated solely for the purpose of calculating the registration fee for the shares of Common Stock registered hereunder issuable upon the conversion of shares of Series D Preferred Stock to be registered in accordance with Rule 457(c) under the Securities Act, based upon the average of the high and low prices for a share of the registrant’s common stock as reported on the Nasdaq Capital Market on January 20, 2021, which date is a date within five business days of the filing of this registration statement.

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant files a further amendment that specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement becomes effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

 

 

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission (the “SEC”) is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED JANUARY 21, 2021

PROSPECTUS

 

 

CELLECTAR BIOSCIENCES, INC.

 

15,185,180 Shares of Common Stock Issuable upon Conversion of Series D Preferred Stock

 

Cellectar Biosciences, Inc. (“we,” “us” or the “Company”) are not selling any shares of our common stock under this prospectus and will not receive any proceeds from the sale of shares by the selling stockholders identified herein (the “Selling Stockholders”). This prospectus relates to the resale of up to 15,185,180 shares of our Common Stock issuable upon conversion of 1,518.5180 shares of our Series D Preferred Stock (the “Series D Preferred Shares”). The Series D 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). The Series D 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 held on February 25, 2021 (the “Special Meeting”). If our stockholders do not approve the Stockholder Proposal, then the Series D Preferred Shares will not be convertible into shares of Common Stock and we will be required to seek stockholder approval every three months following the date of the Special Meeting.

 

The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sale of the shares. We will bear all costs, expenses and fees in connection with the registration of the shares.

 

The Selling Stockholders may sell the shares of our Common Stock offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under “Plan of Distribution.” The prices at which the Selling Stockholder may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions.

 

Our common stock is listed on the Nasdaq Capital Market under the symbol “CLRB”. On January 20, 2021, the last reported sale price of our common stock on the Nasdaq Capital Market was $1.94 per share.

 

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 13 of this prospectus for more information.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

The date of this prospectus is , 2021.

 

 

TABLE OF CONTENTS

 

		Page
ABOUT THIS PROSPECTUS		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
SUMMARY		3
RISK FACTORS		14
USE OF PROCEEDS		14
SELLING STOCKHOLDERS		15
PLAN OF DISTRIBUTION		18
LEGAL MATTERS		19
EXPERTS		19
WHERE YOU CAN FIND ADDITIONAL INFORMATION		20
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		21

 

 

ABOUT THIS PROSPECTUS

 

You should rely only on the information we have provided or incorporated by reference into this prospectus and any related free writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or any related free writing prospectus. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or any related free writing prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus or any related free writing prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security.

 

We may authorize one or more free writing prospectuses to be provided to you that may contain material information relating to that offering. We may also use any related free writing prospectus to add, update or change any of the information contained in this prospectus or in documents we have incorporated by reference. This prospectus, together with any related free writing prospectuses and the documents incorporated by reference into this prospectus, includes all material information relating to this offering. Please carefully read both this prospectus together with the additional information described below under “Incorporation of Documents by Reference”.

 

Unless otherwise stated or unless the context otherwise requires, all references to “we”, “us”, “our”, “our company” or “the Company” in this prospectus refer collectively to Cellectar Biosciences, Inc., a Delaware corporation.

 

  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus, including the documents that we incorporate by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Examples of our forward-looking statements include:

 

·

our current views with respect to our business strategy, business plan and research and development activities;

 

·

the future impacts of the COVID-19 pandemic on our business, employees, operating results, ability to obtain additional funding, product development programs, research and development programs, suppliers and third-party manufacturers;

 

·

the progress of our product development programs, including clinical testing and the timing of commencement and results thereof;

 

·

our projected operating results, including research and development expenses;

 

·

our ability to continue development plans for CLR 131, CLR 1900 series, CLR 2000 series and CLR 12120;

 

·

our ability to continue development plans for our Phospholipid Drug Conjugates (PDC)™;

 

·

our ability to maintain orphan drug designation in the U.S. for CLR 131 as a therapeutic for the treatment of multiple myeloma, neuroblastoma, osteosarcoma, rhabdomyosarcoma, Ewing’s sarcoma and lymphoplasmacytic lymphoma, and the expected benefits of orphan drug status;

 

·

any disruptions at our sole supplier of CLR 131;

 

·

our ability to pursue strategic alternatives;

 

·

our ability to advance our technologies into product candidates;

 

·

our enhancement and consumption of current resources along with ability to obtain additional funding;

 

·

our current view regarding general economic and market conditions, including our competitive strengths;

 

·

uncertainty and economic instability resulting from conflicts, military actions, terrorist attacks, natural disasters, public health crises, including the occurrence of a contagious disease or illness, including the COVID-19 pandemic, cyber-attacks and general instability;

 

·

assumptions underlying any of the foregoing; and

 

·

any other statements that address events or developments that we intend or believe will or may occur in the future.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RISK FACTORS

 

An investment in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, prospective investors should consider carefully all of the information included and incorporated by reference or deemed to be incorporated by reference in this prospectus, including the risk factors incorporated by reference herein from our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as updated by annual, quarterly and other reports and documents we file with the SEC after the date of this prospectus and that are incorporated by reference herein. Each of these risk factors could have a material adverse effect on our business, results of operations, financial position or cash flows, which may result in the loss of all or part of your investment. For more information, see “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.”

 

In addition, you should carefully consider the following risks related to this offering, together with the other information about these risks contained in this prospectus, as well as the other information contained in this prospectus generally, before deciding to buy our securities. Any of the risks we describe below could adversely affect our business, financial condition, operating results, or prospects. The market price for our securities could decline if one or more of these risks and uncertainties develop into actual events and you could lose all or part of your investment. Additional risks and uncertainties that we do not yet know of, or that we currently think are immaterial, may also impair our business operations.

 

USE OF PROCEEDS

 

All proceeds from the resale of the shares of common stock underlying the Series D Preferred Shares offered by this prospectus will belong to the Selling Stockholders. We will not receive any proceeds from the sale or other disposition by the Selling Stockholders of the shares of our common stock covered by this prospectus.

 

  

SELLING STOCKHOLDERS

 

The Common Stock being offered by the Selling Stockholders are those issuable to the Selling Stockholders upon conversion of the Series D Preferred Shares. We are registering the shares of common stock in order to permit the Selling Stockholders to offer the shares for resale from time to time upon obtaining the Stockholder Approval. For additional information regarding the issuance of Series D Preferred Shares, see "Description of the December 2020 Financing" above. Except for the ownership of the Series D Preferred Shares and the purchase of securities in prior financings in the case of some Selling Stockholders, the Selling Stockholders have not had any material relationship with us within the past three years.

 

The table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder, based on its ownership of the Series D Preferred Shares, assuming conversion of the Series D Preferred Shares held by the Selling Stockholders.

 

The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholders.

 

In accordance with the terms of the Registration Rights Agreement with the Selling Stockholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of the Series D Preferred Shares, determined as if the outstanding Series D Preferred Shares were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the Registration Rights Agreement.

 

The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus.

 

Under the terms of the Series D Preferred Shares, a Selling Stockholder may not convert the Series D Preferred Shares to the extent such conversion would cause such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% (or at the election of the Selling Stockholder, 9.99%) of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of the Series D Preferred Shares that have not been converted. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." The percentage of beneficial ownership after this offering is based on 60,632,909 shares outstanding as of January 15, 2021 assuming all Series D Preferred Shares have been sold in this offer.

 

 

Name of Selling Stockholder (1)		Number of Shares of Common Stock Owned Prior to Offering				Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus				Number of Shares of Common Stock Owned After Offering				Percentage of Common Stock Owned After Offering
Consonance Capital Management LP			11,111,111 (2)				7,037,037				4,074,074				6.72	%
SilverArc Capital Alpha Fund I, L.P.			150,681 (3)				103,222				47,459				*
SilverArc Capital Alpha Fund II, L.P.			1,325,103 (4)				936,111				388,992				*
2B LLC			101,605 (5)				71,778				29,827				*
Laurence Lytton			5,305,355 (6)				1,296,296				4,009,059				7.26	%
CVI Investments, Inc.			2,440,517 (7)				925,925				1,514,592				2.50	%
Investor Company ITF Rosalind Master Fund L.P.			2,068,511 (8)				1,111,111				957,400				1.58	%
683 Capital Partners, LP			1,851,850 (9)				925,925				925,925				1.53	%
Altium Growth Fund, LP			1,992,592 (10)				740,740				1,251,852				2.06	%
AIGH Investment Partners L.P.			1,448,573 (11)				553,036				895,537				1.48	%
WVP Emerging Manager Onshore Fund, LLC – AIGH Series			296,311 (12)				143,704				152,607				*
WVP Emerging Manager Onshore Fund, LLC – Optimized Equity Series			90,956 (13)				44,000				46,956				*
Lincoln Park Capital Fund, LLC			2,302,378 (14)				555,555				1,746,823				2.88	%
Maven Investment Partners US Limited			1,111,110 (15)				370,370				740,740				1.22	%
Granite Point Capital Panacea Global Healthcare Fund			888,888 (16)				370,370				518,518				*

 

* Less than one percent.

 

(1)	This table and the information in the notes below are based upon information supplied by the selling stockholders as of January 15, 2021.

 

(2)

Consonance Capital Opportunity Master Fund, LP (“Consonance Opportunity Master”) directly holds 3,031,111 shares of Common Stock and 5,235,556 shares of Common Stock issuable upon conversion of Series D Preferred Shares (the “Opportunity Master Account Shares”). An account (the “Managed Account”) managed by Consonance Capital Management LP (the “Adviser”) directly holds 1,042,963 shares of Common Stock and 1,801,481 shares of Common Stock issuable upon conversion of Series D Preferred Shares (the “Managed Account Shares”). The Adviser is the investment adviser of Consonance Opportunity Master and the Managed Account, and pursuant to investment advisory agreements, the Adviser exercises voting and investment power over the Opportunity Master Account Shares directly held by Consonance Opportunity Master and the Managed Account Shares directly held by the Managed Account. Consonance Capman GP LLC (“Capman”) is the general partner of the Adviser and Mitchell Blutt, as the Manager & Member of Capman and Chief Executive Officer of the Adviser, may be deemed to control Capman and the Adviser. Each of the Adviser, Capman and Mr. Blutt may be deemed to beneficially own the Opportunity Master Account Shares and the Managed Account Shares. The address for the Adviser, Capman and Mr. Blutt is 1370 Avenue of the Americas, Floor 33, New York, NY 10019.

(3)	Consists of 47,459 shares of Common Stock and 103,222 shares of Common Stock issuable upon conversion of Series D Preferred Shares. SilverArc Capital Management, LLC is the investment adviser to SilverArc Capital Alpha Fund I, L.P.  The address for SilverArc Capital Management, LLC is 20 Park Plaza, 4th Floor, Boston, Massachusetts 02116.
(4)	Consists of 388,992 shares of Common Stock and 936,111 shares of Common Stock issuable upon conversion of Series D Preferred Shares. SilverArc Capital Management, LLC is the investment adviser to SilverArc Capital Alpha Fund II, L.P.  The address for SilverArc Capital Management, LLC is 20 Park Plaza, 4th Floor, Boston, Massachusetts 02116.

 

 

(5)

Consists of 29,827 shares of Common Stock and 71,778 shares of Common Stock issuable upon conversion of Series D Preferred Shares. SilverArc Capital Management, LLC is the investment adviser to 2B LLC.  The address for SilverArc Capital Management, LLC is 20 Park Plaza, 4th Floor, Boston, Massachusetts 02116.

 

(6)	Consists of 2,270,059 shares of Common Stock, 1,739,000 shares of Common Stock issuable upon exercise of outstanding warrants and 1,296,296 shares of Common Stock issuable upon conversion of Series D Preferred Shares. The address of Mr. Lytton is 467 Central Park West, New York, New York 10025.

 

(7)

Consists of 1,514,592 shares of Common Stock issuable upon exercise of outstanding warrants and 925,925 shares of Common Stock issuable upon conversion of Series D Preferred Shares. Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc. ("CVI"), has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares. CVI is affiliated with one or more FINRA member, none of whom are currently expected to participate in the ale pursuant to the prospectus contained in the Registration Statement of shares purchased by the investor in this offering. The principal address of Heights Capital Management, Inc. is 101 California Street, Suite 3250, San Francisco, CA 94111.

 

(8)

Consists of 544,300 shares of Common Stock, 413,060 shares of Common Stock issuable upon exercise of outstanding warrants and 1,111,111 shares of Common Stock issuable upon conversion of Series D Preferred Shares. Rosalind Advisors, Inc. is the investment advisor to Rosalind Master Fund L.P. and may be deemed the beneficial owner of shares held by Rosalind Master Fund L.P. Steven Salamon is the portfolio manager of Rosalind Advisors, Inc. and may be deemed to beneficially own the securities held by Rosalind Master Fund L.P. The address of each of Investor Company ITF Rosalind Master Fund L.P., Rosalind Advisors, Inc. and Mr. Salamon is c/o TD Waterhouse, 77 Bloor Street West, 3rd Floor, Toronto, ON M5S 1M2, Canada.

 

(9)

Consists of 925,925 shares of Common Stock and 925,925 shares of Common Stock issuable upon conversion of Series D Preferred Shares. 683 Capital Management, LLC is the investment manager of 683 Capital Partners, LP and may be deemed to have beneficial ownership over the securities held by 683 Capital Partners, LP. Ari Zweiman, as the managing member of 683 Capital Management, LLC, may be deemed to beneficially own the securities held by 683 Capital Partners, LP. The address of 683 Capital Partners, L.P., 683 Capital Management LLC and Avi Zweiman is 3 Columbus Circle, Suite 2205, New York, NY 10019.

 

(10)

Consists of 851,852 shares of Common Stock, 400,000 shares of Common Stock issuable upon exercise of outstanding warrants and 740,740 shares of Common Stock issuable upon conversion of Series D Preferred Shares. Altium Capital Management, LP, the investment manager of Altium Growth Fund, LP, has voting and investment power over these securities. Jacob Gottlieb is the managing member of Altium Capital Growth GP, LLC, which is the general partner of Altium Growth Fund, LP. Each of Altium Growth Fund, LP and Jacob Gottlieb disclaims beneficial ownership over these securities. The principal address of Altium Capital Management, LP is 152 West 57 Street, 20th Floor New York, New York 10019.

 

(11)

Consists of 895,537 shares of Common Stock issuable upon exercise of outstanding warrants and 553,036 shares of Common Stock issuable upon conversion of Series D Preferred Shares. AIGH Capital Management (“AIGH CM”) is the Investment Advisor or Sub-Advisor to AIGH Investment Partners LP (“AIGH LP”) and may be deemed to have beneficial ownership over the securities held by AIGH LP. Orin Hirschman is the Manager of AIGH CM and may be deemed to have beneficial ownership over the securities held by AIGH CM. The address for Orin Hirschman, AIGH CM and AIGH  L.P. is 6006 Berkeley Avenue, Baltimore, Maryland, 21209.

 

(12)

Consists of 152,607 shares of Common Stock issuable upon exercise of outstanding warrants and 143,704 shares of Common Stock issuable upon conversion of Series D Preferred Shares. AIGH Capital Management (“AIGH CM”) is the Investment Advisor or Sub-Advisor to WVP Emerging Manager Onshore Fund, LLC – AIGH Series (“WVP AIGH”) and may be deemed to have beneficial ownership over the securities held by WVP AIGH. Orin Hirschman is the Manager of AIGH CM and may be deemed to have beneficial ownership over the securities held by AIGH CM. The address for Orin Hirschman, AIGH CM, and WVP AIGH is 6006 Berkeley Avenue, Baltimore, Maryland, 21209.

 

(13)

Consists of 46,956 shares of Common Stock issuable upon exercise of outstanding warrants and 44,000 shares of Common Stock issuable upon conversion of Series D Preferred Shares. AIGH Capital Management (“AIGH CM”) is the Investment Advisor or Sub-Advisor to WVP Emerging Manager Onshore Fund, LLC – Optimized Equity Series (“WVP OE”) and may be deemed to have beneficial ownership over the securities held by WVP OE. Orin Hirschman is the Manager of AIGH CM and may be deemed to have beneficial ownership over the securities held by AIGH CM. The address for Orin Hirschman, AIGH CM, and WVP OE is 6006 Berkeley Avenue, Baltimore, Maryland, 21209.

 

 

(14)

Consists of 1,746,823 shares of Common Stock issuable upon exercise of outstanding warrants and 555,555 shares of Common Stock issuable upon conversion of Series D Preferred Shares. Lincoln Park Capital, LLC is the managing member of Lincoln Park Capital Fund, LLC. Rockledge Capital Corporation and Alex Noah Investors, Inc. are the managing members of Lincoln Park Capital, LLC. Joshua Scheinfeld is the president and sole shareholder of Rockledge Capital Corporation, as well as a principal of Lincoln Park Capital, LLC. Jonathan Cope is the president and sole shareholder of Alex Noah Investors, Inc., as well as a principal of Lincoln Park Capital, LLC. As a result of the foregoing, Mr. Scheinfeld and Mr. Cope have shared voting and shared investment power over the securities held directly by Lincoln Park Capital Fund, LLC. The principal address of Lincoln Park Capital Fund, LLC is 440 N. Wells St., Suite 410, Chicago, IL 60654.

 

(15)

Consists of  740,740 shares of Common Stock and 370,370 shares of Common Stock issuable upon conversion of Series D Preferred Shares Anand K. Sharma may be deemed to have investment discretion and voting power over the shares held by Maven Investment Partners US Ltd. The address of Maven is 675 3rd Ave., 15th Floor, New York, New York 10017.

 

(16)	Consists of 518,518 shares of Common Stock and 370,370 shares of Common Stock issuable upon conversion of Series D Preferred Shares. The address for Granite Point Capital Panacea Global Healthcare Fund is 109 State Street, 5th Floor, Boston, MA 02109.

 

PLAN OF DISTRIBUTION

 

Each Selling Stockholder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the Nasdaq Stock Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:

 

·

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

 

·

block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

 

·

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

 

·

an exchange distribution in accordance with the rules of the applicable exchange;

 

·

privately negotiated transactions;

 

·

settlement of short sales;

 

·

in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;

 

·

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

 

·

a combination of any such methods of sale; or

 

·

any other method permitted pursuant to applicable law.

 

The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

 

Broker-dealers engaged by the Selling Stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

 

 

In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

 

The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

 

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

 

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect, or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

 

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

 

LEGAL MATTERS

 

The validity of the securities being offered by this prospectus has been passed upon for us by Michael Best & Friedrich LLP, Madison, Wisconsin.

 

EXPERTS

 

The audited financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of Baker Tilly US, LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

 

 

WHERE YOU CAN FIND MORE INFORMATION

 

We are a reporting company and file annual, quarterly and special reports, and other information with the SEC. Copies of the reports and other information may be read and copied at the SEC’s Public Reference Room at 100 F Street NE, Washington, D.C. 20549. You can request copies of such documents by writing to the SEC and paying a fee for the copying cost. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a web site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

 

This prospectus is part of a registration statement on Form S-3 that we filed with the SEC. Certain information in the registration statement has been omitted from this prospectus in accordance with the rules and regulations of the SEC. We have also filed exhibits and schedules with the registration statement that are excluded from this prospectus. For further information you may:

 

·

read a copy of the registration statement, including the exhibits and schedules, without charge at the SEC’s Public Reference Room; or

 

·

obtain a copy from the SEC upon payment of the fees prescribed by the SEC.

 

We are subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, are required to file periodic reports, proxy statements and other information with the SEC. We make available free of charge, on or through the investor relations section of our website, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information found on our website, other than as specifically incorporated by reference in this prospectus, is not part of this prospectus.

 

  

INCORPORATION OF DOCUMENTS BY REFERENCE

 

The SEC allows us to “incorporate by reference” information into this prospectus. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus, except for any information that is superseded by other information that is included in this prospectus.

 

We incorporate by reference into this prospectus the following document, which we have previously filed with the SEC:

 

·

our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 9, 2020;

 

·

our Quarterly Report on Form 10-Q for the quarter year ended March 31, 2020, filed with the SEC on May 7, 2020;

 

·

our Quarterly Report on Form 10-Q for the quarter year ended June 30, 2020, filed with the SEC on August 10, 2020;

 

·

our Quarterly Report on Form 10-Q for the quarter year ended September 30, 2020, filed with the SEC on November 9, 2020;

 

·

our Definitive Proxy Statement on Schedule 14A for the annual meeting of stockholders, filed with the SEC on April 28, 2020;

 

·

our Current Report on Form 8-K, filed with the SEC on January 7, 2020;

 

·

our Current Report on Form 8-K, filed with the SEC on May 26, 2020;

 

·

our Current Report on Form 8-K, filed with the SEC on June 1, 2020;

 

·

our Current Report on Form 8-K, filed with the SEC on June 5, 2020;

 

·

our Current Report on Form 8-K, filed with the SEC on June 25, 2020;

 

·

our Current Report on Form 8-K, filed with the SEC on July 1, 2020;

 

·

our Current Report on Form 8-K, filed with the SEC on August 11, 2020;

 

·

our Current Report on Form 8-K, filed with the SEC on December 23, 2020;

 

·

our Current Report on Form 8-K, filed with the SEC on December 28, 2020; and

 

·

the description of our securities contained in our Registration Statement on Form 8-A filed on April 18, 2016, including any amendment or report filed for the purpose of updating such description.

 

In addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering will be deemed to be incorporated by reference into this prospectus.

 

You should rely only on the information contained in this prospectus, as updated and supplemented by any prospectus, or that information to which this prospectus or any prospectus has referred you by reference. We have not authorized anyone to provide you with any additional information.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

 

You may request and obtain a copy of any of the filings incorporated herein by reference, at no cost, by writing or telephoning us at the following address or phone number:

 

Cellectar Biosciences, Inc.

100 Campus Drive

Florham Park, New Jersey 07932

Attention: Chief Financial Officer (608) 441-8120

 

 

 

 

 

CELLECTAR BIOSCIENCES, INC.

 

15,185,180 Shares of Common Stock Issuable upon Conversion of Series D Preferred Stock

 

 

PROSPECTUS

 

 

January         , 2021

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 14. Other Expenses of Issuance and Distribution

 

We estimate that expenses in connection with the distribution described in this registration statement (other than brokerage commissions, discounts or other expenses relating to the sale of the shares by the selling stockholders) will be as set forth below. We will pay all of the expenses with respect to the distribution, and such amounts, with the exception of the Securities and Exchange Commission registration fee and FINRA fee, are estimates.

 

Securities and Exchange Commission registration fee		$	3,272
Transfer agent’s and trustee’s fees and expenses			*
Printing and engraving expenses			*
Legal fees and expenses			*
Accounting fees and expenses			*
Miscellaneous expenses			*
Total		$	*

 

Item 15. Indemnification of Directors and Officers

 

Our charter contains provisions to indemnify our directors and officers to the maximum extent permitted by Delaware law. We believe that indemnification under our charter covers at least negligence on the part of an indemnified person. Our charter permits us to advance expenses incurred by an indemnified person in connection with the defense of any action or proceeding arising out of the person’s status or service as our director, officer, employee or other agent upon an undertaking by the person to repay those advances if it is ultimately determined that the person is not entitled to indemnification.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

The underwriting agreement to be filed as Exhibit 1.1 to this Registration Statement provides for indemnification by the underwriter of us and our directors and officers for certain liabilities under the Securities Act, or otherwise.

 

Item 16. Exhibits.

 

(a) Exhibits.

 

The exhibits to the registration statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.

 

(b) Financial Statement Schedules.

 

Financial statement schedules have been omitted, as the information required to be set forth therein is included in the consolidated financial statements or notes thereto appearing in the prospectus made part of this registration statement.

 

 

EXHIBIT INDEX

 

				Incorporated by Reference
Exhibit No.		Description		Form		Filing Date		Exhibit No.
2.1		Agreement and Plan of Merger by and among Novelos Therapeutics, Inc., Cell Acquisition Corp. and Cellectar, Inc. dated April 8, 2011		8-K		April 11, 2011		2.1
3.1		Second Amended and Restated Certificate of Incorporation		8-K		April 11, 2011		3.1
3.2		Certificate of Ownership and Merger of Cellectar Biosciences, Inc. with and into Novelos Therapeutics, Inc.		8-K		February 13, 2014		3.1
3.3		Certificate of Amendment to Second Amended and Restated Certificate of Incorporation		8-K		June 13, 2014		3.1
3.4		Certificate of Amendment to Second Amended and Restated Certificate of Incorporation		8-K		June 19, 2015		3.2
3.5		Certificate of Amendment to Second Amended and Restated Certificate of Incorporation		8-K		March 4, 2016		3.1
3.6		Certificate of Amendment to Second Amended and Restated Certificate of Incorporation		8-K		June 1, 2017		3.2
3.7		Certificate of Amendment of Second Amended and Restated Certificate of Incorporation		8-K		July 13, 2018		3.1
3.8		Form of Certificate of Designation of Series D Preferred Stock		8-K		December 28, 2020		3.1
3.9		Amended and Restated By-laws		8-K		June 1, 2011		3.1
4.1		Form of Common Stock Certificate		S-1/A		November 9, 2011		4.1
4.2		Form of Series D Preferred Stock Certificate		8-K		December 28, 2020		4.1
10.1		Form of Securities Purchase Agreement		8-K		December 28, 2020		10.1
10.2		Form of Registration Rights Agreement		8-K		December 28, 2020		10.2
5.1*		Opinion of Michael Best & Friedrich LLP
23.1*		Consent of Independent Registered Public Accounting Firm
23.2*		Consent of Michael Best & Friedrich LLP (included in Exhibit 5.1)
24.1**		Power of Attorney (included on signature page)

 

*	Filed herewith.
**	Included on the signature page to the registration statement.

 

 

Item 17. Undertakings.

 

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(a) The undersigned registrant hereby undertakes:

 

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

provided however, that paragraphs (a)(1)(i), (ii), and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement or contained in a form of prospectus filed pursuant to § 230.424(b) of the Securities Act that is part of the registration statement.

 

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

4. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

(A)  Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

(B)  Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

 

5. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

The undersigned registrant hereby undertakes that:

 

(1)     For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

 

(2)     For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Florham Park, State of New Jersey, on January 21, 2021.

 

	CELLECTAR BIOSCIENCES, INC.
	By:	/s/ James V. Caruso
		James V. Caruso
		President and Chief Executive Officer

 

POWER OF ATTORNEY

 

We, the undersigned officers and directors of Cellectar Biosciences, Inc., hereby severally constitute and appoint James V. Caruso and Dov Elefant, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign for us and in our names in the capacities indicated below any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/James V. Caruso		Chief Executive Officer and Director		January 21, 2021
James V. Caruso		(principal executive officer)
/s/ Dov Elefant		Chief Financial Officer		January 21, 2021
Dov Elefant		(principal financial officer and
		principal accounting officer)
/s Frederick W. Driscoll		Director		January 21, 2021
Frederick W. Driscoll
/s/ Stephen A. Hill		Director		January 21, 2021
Stephen A. Hill
/s/ Stefan D. Loren, Ph.D.		Director		January 21, 2021
Stefan D. Loren, Ph.D.
/s/ John Neis		Director		January 21, 2021
John Neis
/s/ Douglas J. Swirsky		Director		January 21, 2021
Douglas J. Swirsky