Cellectar Biosciences Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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| Item 8.01. | Other Events. |
On June 18, 2025, Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), issued a press release announcing that a reverse stock split was approved by the Company’s stockholders at an annual meeting held on June 13, 2025, with the final ratio subsequently determined by the Company’s board of directors. The board of directors approved a one-for-thirty reverse stock split of the Company’s common stock, par value $0.00001, which will become effective at 12:01 a.m. Eastern Time on Tuesday, June 24, 2025 (the “Effective Time”). A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
In connection with the reverse stock split, every 30 shares of the Company’s common stock issued and outstanding as of the Effective Time will be automatically converted into one share of the Company’s common stock. Stockholders who would otherwise hold a fractional share of common stock will receive a cash payment in lieu of such fractional share.
As a result of the reverse stock split, the number of shares of common stock available for issuance under the Company’s equity incentive plans will be proportionately affected. Additionally, under the terms of our outstanding stock options and warrants, when the reverse stock split becomes effective, the number of shares of our common stock covered by each of them would be divided by the number of shares being combined into one share of our common stock in the reverse stock split and the exercise or conversion price per share would be increased to a dollar amount equal to the current exercise or conversion price, multiplied by the number of shares being combined into one share of our common stock in the reverse stock split. This results in the same aggregate price being required to be paid upon exercise as was required immediately preceding the reverse stock split. Furthermore, the conversion ratio of our outstanding preferred stock would also adjust proportionately.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Number | Title | |
| 99.1 | Press release dated June 18, 2025, titled “Cellectar Biosciences Announces One-for-Thirty Reverse Stock Split” | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
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.
| CELLECTAR BIOSCIENCES, INC. | ||
| Date: June 18, 2025 | By: | /s/ Chad J. Kolean |
| Name: | Chad J. Kolean | |
| Title: | Chief Financial Officer | |