Current Report Filing (8-k)
June 27 2022 - 4:31PM
Edgar (US Regulatory)
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2022-06-24
2022-06-24
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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):
June 24, 2022
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) | |
(IRS Employer
Identification No.) |
100
Campus Drive, Florham Park, NJ, 07932
(Address of principal executive offices) (Zip
Code)
Registrant’s telephone number, including
area code: (608) 441-8120
N/A
(Former Name or Former Address, if Changed
Since Last Report)
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 per share |
|
CLRB |
|
The 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. |
As described in Item 5.07 below, on June 24, 2022, at the 2022 Annual
Meeting of Stockholders (the “Meeting”) of Cellectar Biosciences, Inc. (the “Company”), the Company’s stockholders
approved an amendment (the “Plan Amendment”) to our 2021 Stock Incentive Plan (the “Plan”) in order to increase
the number of shares reserved for issuance under the Plan by 5,000,000 shares.
A summary of the Plan, as amended, is set forth in the Company’s
definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2022. A copy of the Plan Amendment is filed
as Exhibit 10.1 to this Current Report and is incorporated by reference in this Item 5.02.
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 June
24, 2022. The Meeting was held at the Executive Center on the first floor at 100 Campus Drive, Florham Park, New Jersey 07932, pursuant
to notice duly given.
At the close of business on April 26, 2022, the record date for the
determination of stockholders entitled to vote at the Meeting, there were 61,101,251 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 36,584,778 shares of the Company’s
Common Stock were represented in person or by proxy, constituting a quorum.
Five proposals were presented for stockholder approval at the Meeting:
Proposal No.1 – Election of Directors
Class II directors, James V. Caruso and Frederick W. Driscoll, were
nominated and elected to serve three-year terms. The vote was as follows:
Nominee | |
For | |
Withheld | |
Broker Non-Votes |
James V. Caruso | |
20,827,450 | |
4,359,866 | |
11,397,462 |
Frederick W. Driscoll | |
22,226,728 | |
2,960,588 | |
11,397,462 |
Proposal No. 2 – Approval of an Increase in the 2021 Stock
Incentive Plan Shares of 5,000,000
We requested approval of an increase in the number of shares of common
stock available for issuance under the 2021 Stock Incentive Plan by 5,000,000 shares. The stockholders approved the increase.
The vote was as follows:
For | |
Against | |
Abstain | |
Broker Non-Votes |
20,572,765 | |
4,538,820 | |
75,731 | |
11,397,462 |
Proposal No. 3 – Approval of Reverse Stock Split
We requested approval of an amendment to our Second Amended and Restated
Certificate of Incorporation to effect a reverse stock split of our common stock at a ratio between 1:5 and 1:10, if and when determined
by our Board of Directors. The stockholders approved the amendment. The vote was as follows:
For | |
Against | |
Abstain |
32,718,692 | |
3,651,593 | |
214,489 |
Proposal No. 4 – Ratification of Appointment of Independent
Registered Public Accounting Firm
We requested ratification of the appointment by the Audit Committee
of our Board of Directors of Baker Tilly US, LLP to be our independent registered public accounting firm for fiscal year 2022. The stockholders
ratified the appointment. The vote was as follows:
For | |
Against | |
Abstain |
34,879,744 | |
1,299,517 | |
405,517 |
Proposal No. 5 – Approval of Executive Compensation
We requested approval, on a non-binding advisory basis, of the compensation
of the Company’s named executive officers. The stockholders approved the compensation of the named executive officers. The vote
was as follows:
For | |
Against | |
Abstain | |
Broker Non-Votes |
13,454,611 | |
2,064,198 | |
281,386 | |
20,783,754 |
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.
|
CELLECTAR BIOSCIENCES, INC. |
|
|
|
Date: June 27, 2022 |
By: |
/s/ Chad J. Kolean |
|
Name: |
Chad J. Kolean |
|
Title: |
Chief Financial Officer |
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