Current Report Filing (8-k)
June 05 2020 - 4:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 3, 2020
CELLECTAR
BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware
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1-36598
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04-3321804
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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100 Campus Drive, Florham Park, New Jersey
07932
(Address of principal executive offices, and zip code)
(608) 441-8120
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.00001
Warrant to purchase common stock,
expiring April 20, 2021
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CLRB
CLRBZ
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NASDAQ Capital Market
NASDAQ Capital Market
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into
a Material Definitive Agreement
On June 3, 2020, Cellectar Biosciences, Inc.,
a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”)
with Oppenheimer & Co. Inc. as representative of the several underwriters named therein (the “Representative”).
Pursuant to the Underwriting Agreement, the Company agreed to sell to the Representative 14,601,628 shares of common stock, par
value $0.00001 per share, of the Company (“Common Stock”), 2,789,700 pre-funded warrants exercisable for one share
of our Common Stock at an exercise price of $0.00001 per share (the “Pre-Funded Warrants”) and 8,694,664 Series H warrants
(the “Series H Warrants”) to purchase 8,695,664 shares of Common Stock. The public offering price of a share of Common
Stock together with one-half of a Series H Warrant to purchase one share of common stock was $1.15. The public offering price of
a Pre-Funded Warrant together with one-half of a Series H Warrant was $1.1499. The Series H Warrants have an exercise price of
$1.2075 per share and are exercisable for five years from the date of issuance.
The net proceeds to the Company, after deducting
the underwriting discounts and commissions and estimated offering expenses payable by the Company were approximately $18.2 million.
The Common Stock, Pre-Funded Warrants and
Series H Warrants were offered by the Company pursuant to a Registration Statement on Form S-1 filed on May 8, 2020 with the Securities
and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”) (File
No. 333-238132), and an additional registration statement filed on June 2, 2020 pursuant to Rule 462(b) under the Act (File No.
333-238892).
The Underwriting
Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.
Pursuant to the Underwriting Agreement, the Company and its directors and officers agreed, subject to certain exceptions, not to
offer, issue or sell any shares of common stock or securities convertible into or exercisable or exchangeable for shares of common
stock for a period of ninety (90) days following June 5, 2020 without the prior written consent of the Representative.
The foregoing summaries of the Underwriting
Agreement, Pre-Funded Warrants and Series H Warrants do not purport to be complete and are subject to, and qualified in their entirety
by, such documents, which are incorporated herein by reference.
Item 7.01 REGULATION
FD DISCLOSURE
On June 5, 2020, the Company issued a press
release announcing the closing of its underwritten public offering. A copy of the press release is furnished as Exhibit 99.1 and
is incorporated by reference herein.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits
* Filed
herewith.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 5, 2020
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CELLECTAR BIOSCIENCES, INC.
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By:
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/s/ Dov Elefant
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Name: Dov Elefant
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Title: Chief Financial Officer
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