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Midas Edge

Cellectar Biosciences Inc

For the period ended Dec 31, 2024. Filed Mar 13, 2025.

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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.

FY2024 · Filed Mar 13, 2025

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
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
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​​​​​​
21.1*List of Subsidiaries
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​​​​​​
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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.