Current Report Filing (8-k)
February 25 2021 - 04:11PM
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): February 25,
2021
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 5.03 |
AMENDMENTS TO ARTICLES OF INCORPORATION OR
BYLAWS |
Effective as of February 25, 2021, Cellectar Biosciences, Inc. (the
“Company”) amended our Second Amended and Restated Certificate of
Incorporation, as amended (the “Certificate of Amendment”), to
increase the authorized shares of common stock of the Company from
80,000,000 to 160,000,000.
As described in Item 5.07 below, on February 25, 2021 at a Special
Meeting of Stockholders (the “Meeting”), our stockholders approved
the Certificate of Amendment.
A copy of the Certificate of Amendment is attached as Exhibit 3.1
and is incorporated by reference herein.
| ITEM 5.07 |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS |
The Company convened the Meeting at 10:00 a.m., local time, on
February 25, 2021. The Meeting was held at 100 Campus Drive,
Florham Park, New Jersey 07932, pursuant to notice duly given.
At the close of business on December 28, 2020, the record date for
the determination of stockholders entitled to vote at the Meeting,
there were 45,409,104 shares of the Company’s common stock, each
share being entitled to vote, constituting all of the outstanding
voting securities of the Company.
At the Meeting, the holders of 29,993,317 shares of the Company’s
common stock were represented in person or by proxy constituting a
quorum.
Two proposals were presented for stockholder approval at the
Meeting:
Proposal 1 – Approval, in accordance with Nasdaq Listing
Rule 5635(d), of the issuance of shares of the Company’s common
stock upon the conversion of the Series D Preferred Stock issued in
a private placement on December 28, 2020.
The vote at the Meeting was as follows:
|
For |
Against |
Abstain |
Broker Non-Votes |
|
16,752,479 |
1,109,025 |
73,800 |
12,058,013 |
The stockholders approved Proposal 1.
Proposal 2 – To approve the amendment of the Company’s
Second Amended and Restated Certificate of Incorporation, as
amended, to increase the authorized common stock from 80,000,000
shares to 160,000,000 shares.
The vote at the Meeting was as follows:
|
For |
Against |
Abstain |
|
28,126,603 |
1,782,114 |
84,600 |
The stockholders approved Proposal 2.
|
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:
February 25, 2021 |
CELLECTAR
BIOSCIENCES, INC. |
| |
|
|
| |
|
|
| |
By: |
/s/
Dov Elefant |
| |
|
Name:
Dov Elefant |
| |
|
Title:
Chief Financial Officer |
