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Midas Edge

Cellectar Biosciences, Inc.

For the period ended Dec 31, 2025. Filed Mar 4, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 4, 2026

CLRB$1.22-4.7%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. Exhibits, Financial Statement Schedules

(a) Documents filed with this annual report on Form 10-K.

(1)Financial Statements

i. All financial statements of the Company as set forth under Item 8 of this annual report on Form 10-K.

Exhibit Index

Incorporated by Reference
ExhibitNo.​ ​ ​Description​ ​ ​Form​ ​ ​Filing Date​ ​ ​ExhibitNo.
2.1Agreement and Plan of Merger by and among Novelos Therapeutics, Inc., Cell Acquisition Corp. and Cellectar, Inc. dated April 8, 20118-KApril 11, 20112.1
3.1Second Amended and Restated Certificate of Incorporation8-KApril 11, 20113.1
3.2Certificate of Ownership and Merger of Cellectar Biosciences, Inc. with and into Novelos Therapeutics, Inc.8-KFebruary 13, 20143.1
3.3Certificate of Amendment to Second Amended and Restated Certificate of Incorporation8-KJune 13, 20143.1
3.4Certificate of Amendment to Second Amended and Restated Certificate of Incorporation8-KJune 19, 20153.2
3.5Certificate of Amendment to Second Amended and Restated Certificate of Incorporation8-KMarch 4, 20163.1
3.6Certificate of Amendment of Second Amended and Restated Certificate of Incorporation8-KJune 1, 20173.2
3.7Certificate of Amendment of Second Amended and Restated Certificate of Incorporation8-KJuly 13, 20183.1
3.8Certificate of Amendment of Second Amended and Restated Certificate of Incorporation8-KFebruary 25, 20213.1
3.9Certificate of Correction of Certificate of Amendment of Second Amended and Restated Certificate of Incorporation10-QMay 10, 20223.1
3.10Certificate of Amendment to Second Amended and Restated Certificate of Incorporation8-KJuly 21, 20223.1
3.11Certificate of Amendment to Second Amended and Restated Certificate of Incorporation8-KOctober 27, 20233.1
3.12Amended and Restated By-laws8-KDecember 2, 20223.1
3.13Certificate of Designation of Preferences, Rights and Limitations of the Series D Convertible Preferred Stock8-KDecember 28, 20203.1
3.14Certificate of Elimination of the Series A Convertible Preferred Stock, the Series B Convertible Preferred Stock and the Series C Convertible Preferred Stock8-KSeptember 8, 20233.1
3.15Amendment No. 1 to Certificate of Designation of the Series D Preferred Stock8-KSeptember 8, 20233.2
3.16Certificate of Designation of Preferences, Rights and Limitations of the Series E Convertible Voting Preferred Stock8-KSeptember 8, 20233.3
3.17​Certificate of Amendment to Second Amended and Restated Certificate of Incorporation​8-K​June 25, 2025​3.1
4.1​Form of common stock certificate​S-1/A​November 9, 2011​4.1
4.2Form of Series D Preferred Stock certificate8-K​December 28, 20204.1
4.3Form of Tranche A Warrant8-KSeptember 8, 20234.1
4.4Form of Tranche B Warrant8-K​September 8, 2023​4.2
4.5​Form of Common Stock Purchase Warrant A​8-K​July 22, 2024​4.1
4.6​Form of Common Stock Purchase Warrant B​8-K​July 22, 2024​4.2
4.7​Form of Common Stock Purchase Warrant C​8-K​July 22, 2024​4.3
4.8​Description of Securities Registered under Section 12(b) of the Securities Exchange Act of 1934​10-K/A​April 1, 2024​4.3
4.9​Form of Common Warrant​S-1/A​June 30, 2025​4.2
4.10​Form of Pre-Funded Warrant​S-1/A​June 30, 2025​4.3
4.11​Representative Warrant​S-1/A​June 30, 2025​4.4
4.12​Form of Series I Warrant​8-K​October 10, 2025​4.1
4.13​Form of Series II Warrant​8-K​October 10, 2025​4.2
10.1Form of Restricted Common Stock Agreement**10-QAugust 14, 201710.1
10.2Form of Series D Common Stock Purchase Warrant8-KOctober 11, 20174.1
10.3Registration Rights Agreement, dated as of October 10, 2017, by and among Cellectar Biosciences, Inc. and the Purchasers8-KOctober 11, 201710.2
10.4Form of Non-Statutory Stock Option**S-8November 9, 201710.2
10.5Stock Option Agreement with James V. Caruso**S-8November 9, 201710.4
10.6Stock Option Agreement with Jarrod Longcor**S-8November 9, 201710.5
10.7Series E Common Stock Purchase WarrantS-1/AJuly 18, 20184.5
10.8Form of Warrant Agency AgreementS-1/AJuly 18, 20184.7
10.9Agreement of Lease between the Company and KBS II 100-200 Campus Drive, LLCS-1/AJuly 18, 201810.35
10.10Form of Non-Statutory Stock Option (Definitive/Contingent – Employees)**10-QNovember 13, 201810.3
10.11Form of Non-Statutory Stock Option (Definitive/Contingent – Directors)**10-QNovember 13, 201810.4
10.12Amended and Restated Employment Agreement between the Company and James Caruso, dated April 15, 2019**8-KApril 19, 201910.1
10.13Amended and Restated Employment Agreement between the Company and Jarrod Longcor, dated April 15, 2019**8-KApril 19, 201910.2
10.14Form of Series F Common Stock Purchase Warrant8-KMay 20, 20194.1
10.15Form of Series G Common Stock Purchase Warrant8-KMay 20, 20194.2
10.16Registration Rights Agreement, dated as of May 16, 2019, by and among Cellectar Biosciences, Inc. and the Purchasers8-KMay 20, 201910.3
10.17Cellectar Biosciences, Inc. Amended and Restated 2015 Stock Incentive Plan**8-KJune 14, 201910.1
10.182021 Stock Incentive Plan**8-KJune 24, 202110.1
10.19Amendment 1 to the 2021 Stock Incentive Plan**8-KJune 27, 202210.1
10.202021 Stock Incentive Plan, as Amended**8-KJune 29, 202310.1
10.212021 Stock Incentive Plan, as Amended**8-KJune 14, 202410.1
10.22Amendment to Amended and Restated Employment Agreement between the Company and Jarrod Longcor dated November 10, 2019**10-QNovember 12, 201910.2
10.23Form of Underwriting AgreementS-1/AMay 20, 20201.1
10.24Form of Series H WarrantS-1/AMay 20, 20204.3
10.25Form of Warrant Agency Agreement8-KJune 5, 20204.3
10.26Equity Distribution Agreement between Cellectar Biosciences, Inc. and Oppenheimer & Co. Inc., dated August 11, 20208-KAugust 11, 202010.1
10.27Form of Securities Purchase Agreement8-KDecember 28, 202010.1
10.28​Form of Registration Rights Agreement​8-K​December 28, 2020​10.2
10.29Employment Agreement between the Company and Chad Kolean dated February 23, 2022​8-K​February 25, 2022​10.1
10.30Form of First Amendment of Lease, dated December 30, 20228-KJanuary 4, 2023​
10.31Form of Common Warrant8-KOctober 25, 20224.1
10.32Form of Pre-Funded Warrant8-KOctober 25, 20224.2
10.33Form of Registration Rights Agreement, dated as of October 20, 2022, by and between the Company and the purchasers named therein8-KOctober 25, 202210.3
10.34​Form of Indemnification Agreement​8-K​December 2, 2022​10.1
10.35​Inducement Letter in consideration for Exercise of the Tranche B warrants​8-K​July 22, 2024​10.1
10.36​Form of Indenture​S-3​May 24, 2024​4.7
16.1​Letter Regarding Change in Certifying Accountant​8-K​July 11, 2024​16.1
19.1​Insider Trading Policy​10-K​March 13, 2025​19.1
21.1List of Subsidiaries10-KMarch 13, 202521.1
23.1*Consent of Independent Registered Public Accounting Firm
31.1*Certification of chief executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*Certification of chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*Certification of chief executive officer and chief financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97Clawback Policy​10-K/A​April 1, 2024​97
101*Interactive Data Files (formatted in Inline XBRL)
104*​Cover Page Interactive Data File (embedded within the Inline XBRL document)​​​​​​
  • Filed herewith.

** Management contract or compensatory plan or arrangement.

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