Cellectar Biosciences, Inc.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Cellectar Biosciences, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Cellectar Biosciences, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, statements of convertible preferred stock and stockholders’ equity (deficit), and cash flows, for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred significant losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Initial Accounting for the July 2025 Underwritten Public Offering — Refer to “Note 2. Summary of Significant Accounting Policies” and “Note 6. Stockholders’ Equity” to the financial statements

Critical Audit Matter Description

As more fully described in Note 6 to the financial statements, on July 2, 2025, the Company completed an underwritten public offering for gross proceeds of approximately $6.9 million, prior to deducting underwriting commissions and offering expenses. The offering was composed of shares of the Company’s common stock, pre-funded common stock purchase warrants (Pre-funded Warrants), and common warrants to purchase shares of the Company’s common stock (Common Warrants). The Company determined that the Common Warrants and Pre-Funded Warrants met all of the criteria for equity classification and recorded them as a component of additional paid-in capital upon the closing of the transaction in July 2025.

We identified the assessment of the initial accounting for the Common Warrants and Pre-funded Warrants as a critical audit matter because of the complexity in applying the accounting framework and the significant judgments made by management in the determination of the classification of the warrants. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s classification.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the classification of the Common Warrants and Pre-funded Warrants included the following, among others:

Initial Accounting for the October 2025 Warrant Inducement — Refer to “Note 2. Summary of Significant Accounting Policies” and “Note 6. Stockholders’ Equity” to the financial statements

Critical Audit Matter Description

As more fully described in Note 6 to the financial statements, on October 7, 2025, the Company entered into warrant exercise inducement offer letters with certain holders of certain existing warrants, pursuant to which the holders agreed to exercise for cash their existing warrants in exchange for the Company’s agreement to issue two new warrants for each warrant exercised (October 2025 Inducement Warrants). The gross proceeds to the company from the warrant exercises and new warrant issuances was approximately $5.8 million, prior to deducting placement agent fees and offering expenses. The Company determined that the October 2025 Inducement Warrants met all of the criteria for equity classification and recorded them as a component of additional paid-in capital upon the closing of the transaction in October 2025.

We identified the assessment of the initial accounting for the October 2025 Inducement Warrants as a critical audit matter because of the complexity in applying the accounting framework and the significant judgments made by management in the determination of the classification and valuation of the securities. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s classification, as well as the valuation of the securities.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the classification and valuation of the October 2025 Inducement Warrants included the following, among others:

/s/ Deloitte & Touche LLP

Morristown, New Jersey

March 4, 2026

We have served as the Company’s auditor since 2024.