Item 1.01. |
Entry into a Material Definitive Agreement. |
On October 20, 2022, Cellectar
Biosciences, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the
“Hybrid Offering Purchase Agreement”) with the investors signatories thereto (the “Investors”), pursuant to
which the Company agreed to issue and sell: (i) in a registered offering directly to the Investors an aggregate of 3,275,153 shares
(the “Registered Shares”) of common stock, par value $0.00001 per share, of the Company (“Common Stock”) at
an offering price of $2.085 per share (the “Registered Offering”) and (ii) in a concurrent private placement (the
“Concurrent Private Placement”) common warrants (the “Hybrid Offering Common Warrants”) to purchase up to an
aggregate of 3,275,153 shares of Common Stock.
In a separate concurrent private placement (the “Separate Concurrent
Private Placement” and, together with the Registered Offering and the Concurrent Private Placement, the “Transactions”),
the Company entered into a Private Placement Securities Purchase Agreement (the “PIPE Purchase Agreement”) with certain purchasers
named in the PIPE Purchase Agreement, pursuant to which the Company agreed to issue to the purchasers named therein pre-funded warrants
(the “Pre-Funded Warrants”) to purchase up to an aggregate of 1,875,945 shares of Common Stock and common warrants (the “PIPE
Common Warrants” and, together with the Hybrid Common Warrants, the “Common Warrants”) to purchase up to an aggregate
of 1,875,945 shares of Common Stock.
Gross proceeds from the Transactions will be approximately $10.7 million
before deducting the placement agent fee and related offering expenses.
The Common Warrants are immediately exercisable at an exercise price
of $1.96 per share and will expire on the fifth anniversary of their issuance. The purchase price of each Pre-Funded Warrant is $2.08499
and the Pre-Funded Warrants are immediately exercisable at an exercise price of $0.00001 per share and will not expire until exercised
in full.
The Registered Shares were offered by the
Company 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 (the “Registration Statement”). The offering and sale of the
Common Warrants, the Pre-Funded Warrants and the shares of Common Stock issuable upon the exercise of the Common Warrants and the
Pre-Funded Warrants was made pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”) provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.
The exercise price of the Common Warrants,
and the number of shares of Common Stock that may be exercised pursuant to the Common Warrants and the Pre-Funded Common Warrants
will be subject to adjustment in the event of any stock dividend or split, reverse stock split, recapitalization, reorganization or
similar transaction, as described in the Pre-Funded Warrants or Common Warrants. The Pre-Funded Warrants will be exercisable on a
“cashless basis” and the Common Warrants will also be exercisable on a “cashless” basis if at any time after
the six-month anniversary of the date of issuance there is no effective registration statement registering, or no current prospectus
available for, the resale of the shares of Common Stock that may be issued pursuant to the exercise of the Common Warrants.
On October 20, 2022, the Company entered into a Placement Agency Agreement
(the “Placement Agency Agreement”) with Oppenheimer & Co. Inc. (the “Placement Agent”), pursuant to which
the Company engaged the Placement Agent as the sole placement agent in connection with the Transactions. The Placement Agent agreed to
use its reasonable best efforts to arrange for the sale of the securities. The Company agreed to pay the Placement Agent a placement agent
fee in cash equal to 7% of the gross proceeds from the sale of the securities sold in the Transactions. The Placement Agency Agreement
also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.
In connection with the Transactions, the Company
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-3, or Form S-1 if Form S-3 is not available, within 30 calendar days of the closing of
the Transactions to provide for the registration of shares of Common Stock issuable upon the exercise of the Common Warrants and the Pre-Funded
Warrants. The Company will be obligated to use its commercially reasonable efforts to keep any registration statement effective until
the earlier of (i) the date on which the shares of Common Stock 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 Placement
Agency Agreement, the Common Warrants, the Pre-Funded Warrants, the Hybrid Offering Purchase Agreement, the PIPE Purchase Agreement
and the Registration Rights Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such
documents attached as Exhibits 1.1, 4.1, 4.2, 10.1 10.2 and 10.3, respectively, to this Current Report on Form 8-K, which are
incorporated herein by reference.
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 Common Warrants and the Pre-Funded Warrants is incorporated by reference in this Item 3.02.