Cellectar Biosciences, Inc.

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

**Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

**Cellectar Biosciences, Inc.

100 Campus Drive

Florham Park, New Jersey 07932

**Notice of 2026 Annual Meeting of Stockholders

To Be Held on July 7, 2026

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Cellectar Biosciences, Inc. (the “Company”) will be held on Tuesday, July 7, 2026, at 10:00 A.M., local time, virtually over the internet. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions online by visiting https://web.viewproxy.com/clrb/2026 and entering the 11-digit control number included in the notice containing instructions on how to access Annual Meeting materials, your proxy card, or the voting instructions that accompanied the proxy materials. We will hold the Annual Meeting for the following purposes:

1. To vote upon the election of two Class III directors named in this proxy statement;

2. To approve an increase in the number of shares of common stock available for issuance under our 2021 Stock Incentive Plan by 2,000,000 shares;

3. To ratify the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

4. To hold a non-binding advisory vote to approve named executive officer compensation;

5. To approve the exercise of warrants issued by the Company to purchase up to an aggregate of 39,618,078 shares of common stock under applicable rules and regulations of the Nasdaq Stock Market LLC (the “Warrant Exercise Proposal”);

6. To approve the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve the Warrant Exercise Proposal; and

7. To transact such other business as may properly come before the Annual Meeting.

Stockholders of record at the close of business on Tuesday, May 19, 2026, are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please authorize proxies to cast your votes today by following the easy instructions in the Notice of Internet Availability of Proxy Materials or, if you requested a printed set of proxy materials, on the proxy card enclosed with the proxy materials.

YOUR VOTE IS IMPORTANT

You may cast your vote over the Internet, by telephone or by completing and mailing a proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares virtually in person.

Proxies forwarded by or for banks, brokers or other nominees should be returned as requested by them. We encourage you to vote promptly to ensure your vote is represented at the Annual Meeting, regardless of whether you plan to attend virtually in person.

You can find detailed information regarding voting in the section entitled “General Information” in the accompanying proxy statement.

**IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 7, 2026:

The Notice of the Annual Meeting, the Proxy Statement and the Company’s Annual Report on Form 10-K, as amended by Amendment No. 1 on Form 10-K/A, for the fiscal year ended December 31, 2025, are available athttps://web.viewproxy.com/clrb/2026.

By order of the Board of Directors

Chad J. Kolean, Secretary

Florham Park, New Jersey

May 28, 2026

TABLE OF CONTENTS

APPENDIX A

Amended 2021 Stock Incentive Plan

**PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

To be held on July 7, 2026