8-K – Current report

On September 28, 2015 Cellectar Biosciences, Inc. (NASDAQ:CLRB) ("Cellectar") reported the pricing of a registered direct offering of 1,017,272 shares of its common stock and Series B pre-funded warrants to purchase 482,728 shares of common stock at a price of $2.20 per share (Filing, 8-K, Cellectar Biosciences, SEP 28, 2015, View Source [SID:1234507596]).

Concurrently in a private placement, Cellectar is issuing Series A warrants to purchase 1,500,000 shares of common stock at an exercise price of $2.83 per share, which are not exercisable for six months from issuance and are exercisable for five years thereafter. Pursuant to a registration rights agreement, the Company has agreed to file a registration statement for the resale of the shares of common stock issuable upon exercise the Series A Warrants.

Gross proceeds from this offering are expected to be approximately $3,300,000, before deducting the estimated offering expenses payable by the company. The offering is expected to close on or about September 30, 2015, subject to customary closing conditions.

Ladenburg Thalmann & Co., Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSE MKT: LTS), acted as the exclusive placement agent for the offering.

Cellectar expects to use the net proceeds of the offering to support the Phase I clinical trial of CLR 131 for the potential treatment and management of multiple myeloma, as well as the continued development of targeted therapeutic cancer agents using the company’s proprietary phospholipid drug conjugate (PDC) delivery platform. The proceeds will also be applied to working capital, general corporate purposes and business development applications.

The shares, the pre-funded warrants and the shares issuable upon the exercise of such warrants described above are being offered by Cellectar pursuant to a shelf registration statement (File No. 333-201429) previously filed with and subsequently declared effective by the Securities and Exchange Commission ("SEC"). A prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC’s website at View Source

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to this offering may be obtained from Ladenburg Thalmann & Co., Inc., 570 Lexington Avenue, 11th Fl., New York, NY 10022, (212) 409-2000 or by accessing the SEC’s website, www.sec.gov or by emailing Cellectar Biosciences, Inc. via [email protected].

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