U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[mark one]

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 1-36598

CELLECTAR BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)


DELAWARE	04-3321804
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)

100 Campus Drive

Florham Park, New Jersey 07932

(Address of principal executive offices, including zip code)

(608) 441-8120

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.00001	CLRB	NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes ⌧ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒	Smaller reporting company	☒	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares outstanding of the issuer’s common stock as of the latest practicable date: 61,101,251 shares of common stock, $0.00001 par value per share, as of May 6, 2022.


	Forward-Looking Statements	3

PART I. FINANCIAL INFORMATION		5

Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 4.	Controls and Procedures	26

PART II. OTHER INFORMATION		26

Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 6.	Exhibits	28


	March 31,
	2022		December 31,
	(Unaudited)		2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	30,634,122	$	35,703,975
Prepaid expenses and other current assets		760,420		867,485
Total current assets		31,394,542		36,571,460
Fixed assets, net		331,144		344,491
Right-of-use asset, net		183,286		204,644
Long-term and other assets		81,214		81,214
TOTAL ASSETS	$	31,990,186	$	37,201,809

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	4,511,716	$	3,854,914
Lease liability		139,594		135,449
Total current liabilities		4,651,310		3,990,363
Long-term lease liability, net of current portion		129,714		166,292
TOTAL LIABILITIES		4,781,024		4,156,655
COMMITMENTS AND CONTINGENCIES (Note 7)
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.00001 par value; 7,000 shares authorized; Series D preferred stock: 111 issued and outstanding as of March 31, 2022 and December 31, 2021		1,382,023		1,382,023
Common stock, $0.00001 par value; 160,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 61,101,251 and 61,101,263 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		611		611
Additional paid-in capital		182,864,114		182,560,309
Accumulated deficit		(157,037,586)		(150,897,789)
Total stockholders’ equity		27,209,162		33,045,154
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	31,990,186	$	37,201,809


	Three Months Ended March 31,
	2022		2021
COSTS AND EXPENSES:
Research and development	$	3,887,039	$	4,633,194
General and administrative		2,253,188		1,726,338
Total costs and expenses		6,140,227		6,359,532

LOSS FROM OPERATIONS		(6,140,227)		(6,359,532)

OTHER INCOME:
Interest income, net		430		2,362
Total other income, net		430		2,362
NET LOSS	$	(6,139,797)	$	(6,357,170)
BASIC AND DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER COMMON SHARE	$	(0.10)	$	(0.13)
SHARES USED IN COMPUTING BASIC AND DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER COMMON SHARE		61,101,262		48,139,189


											Total
	Preferred Stock			Common Stock			Additional		Accumulated		Stockholders’
	Shares	Amount		Shares	Par Amount		Paid‑In Capital		Deficit		Equity
BALANCE AT DECEMBER 31, 2020	1,734	$	20,035,849	45,442,729	$	454	$	161,533,653	$	(126,775,427)	$	54,794,529
Stock-based compensation	—		—	—		—		124,564		—		124,564
Conversion of preferred shares for common shares	(789)		(8,288,652)	6,278,236		63		8,288,589		—		—
Exercise of warrants for common shares	—		—	1,005,320		10		1,213,914		—		1,213,924
Retired shares	—		—	(7)		—		—		—		—
Net loss	—		—	—		—		—		(6,357,170)		(6,357,170)
BALANCE AT MARCH 31, 2021	945	$	11,747,197	52,726,278	$	527	$	171,160,720	$	(133,132,597)	$	49,775,847

BALANCE AT DECEMBER 31, 2021	111	$	1,382,023	61,101,263	$	611	$	182,560,309	$	(150,897,789)	$	33,045,154
Stock-based compensation	—		—	—		—		303,805		—		303,805
Retired shares	—		—	(12)		—		—		—		—
Net loss	—		—	—		—		—		(6,139,797)		(6,139,797)
BALANCE AT MARCH 31, 2022	111	$	1,382,023	61,101,251	$	611	$	182,864,114	$	(157,037,586)	$	27,209,162


	Three Months Ended
	March 31,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(6,139,797)	$	(6,357,170)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		43,417		35,130
Stock-based compensation expense		303,805		124,564
Noncash lease expense		21,358		18,322
Loss on disposal of fixed assets		—		2,938
Changes in:
Prepaid expenses and other current assets		107,065		(454)
Lease liability		(32,433)		(28,693)
Accounts payable and accrued liabilities		656,802		1,452,784
Cash used in operating activities		(5,039,783)		(4,752,579)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets		(30,070)		—
Cash used in investing activities		(30,070)		—
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of warrants		—		1,213,924
Cash provided by financing activities		—		1,213,924
NET DECREASE IN CASH AND CASH EQUIVALENTS		(5,069,853)		(3,538,655)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		35,703,975		57,165,377
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	30,634,122	$	53,626,722

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Conversion of preferred stock to common stock	$	—	$	8,288,652


	Number of Shares
	Issuable Upon
	Exercise of
	Outstanding	Exercise
Offering	Warrants	Price		Expiration Date
June 2020 Series H Warrants	7,207,969	$	1.2075	June 5, 2025
May 2019 Series F Warrants	1,957,000	$	2.40	May 20, 2024
May 2019 Series G Warrants	2,018,000	$	2.40	May 20, 2024
July 2018 Series E Warrants	4,140,000	$	4.00	July 31, 2023
October 2017 Series D Warrants	310,856	$	17.80	October 14, 2024
Total	15,633,825


				Weighted
	Number of			Average
	Shares Issuable			Remaining
	Upon Exercise	Weighted		Contracted	Aggregate
	of Outstanding	Average		Term in	Intrinsic
	Options	Exercise Price		Years	Value
Outstanding at December 31, 2021	4,238,200	$	2.27		$	—
Granted	2,778,500	$	0.55
Forfeited	(952,000)	$	1.86
Outstanding at March 31, 2022	6,064,700	$	1.64	9.03	$	338,910

Exercisable March 31, 2022	1,555,630	$	3.33	7.94	$	—
Unvested, March 31, 2022	4,509,070	$	1.05	9.41	$	338,910


Years ending December 31,
Remainder of 2022	$	119,000
2023		161,000
2024		13,000
Total undiscounted lease payments		293,000
Less: Imputed interest		(24,000)
Present value of lease liabilities	$	269,000

SEC Form 10-Q filed by Cellectar Biosciences Inc.