Cellectar Biosciences, Inc.

Cellectar Biosciences, Inc._March 31, 2025

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, 2025

☐	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: 46,079,875 shares of common stock, $0.00001 par value per share, as of May 9, 2025.

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CELLECTAR BIOSCIENCES, INC.

FORM 10-Q INDEX


	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	21
Item 4.	Controls and Procedures	31

PART II. OTHER INFORMATION		33

Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 6.	Exhibits	34

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FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q of Cellectar Biosciences, Inc. (the “Company”, “Cellectar”, “we”, “us”, “our”) contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. Examples of our forward-looking statements include:

●

our current views with respect to our business strategy, business plan and research and development activities;

●

the progress of our product development programs, including clinical testing and the timing of commencement and results thereof;

●

our projected operating results, including research and development expenses;

●

our ability to identify a strategic partner with the resources to develop iopofosine I 131 (also known as iopofosine or CLR 131) or otherwise continue the development or pursue other strategic options in connection with iopofosine ;

●

our ability to obtain additional funding via the sale of equity and/or debt securities, a strategic transaction or otherwise;

●

our ability to initiate a Phase 1 imaging and dose escalation safety study for CLR 121225 and obtain the necessarty additional funding for such study;

●

our ability to initiate a Phase 1b dose finding study for CLR 121125 and obtain the necessarty additional funding for such study;

●

our ability to continue development plans for our clinical and preclinical assets;

●

our ability to continue development plans for our Phospholipid Drug Conjugates (PDC)™;

●

our ability to advance our technologies into product candidates;

●

our ability to maintain orphan drug designation in the U.S. for iopofosine as a therapeutic for the treatment of multiple myeloma, neuroblastoma, osteosarcoma, rhabdomyosarcoma, Ewing’s sarcoma and lymphoplasmacytic lymphoma//Waldenstrom macroglobulinemia, and the expected benefits of orphan drug status;

●

any disruptions to our suppliers;

●

our current view regarding general economic and market conditions, including our competitive strengths;

●

uncertainty and economic instability resulting from conflicts, military actions, terrorist attacks, natural disasters, public health crises, including the occurrence of a contagious disease or illness, cyber-attacks and general instability;

●

the future impacts of legislative and regulatory developments in the United States on the pricing and reimbursement of our product candidates;

●

our ability to meet the continued listing standards of Nasdaq;

●

assumptions underlying any of the foregoing; and

●

any other statements that address events or developments that we intend or believe will or may occur in the future.

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In some cases, you can identify forward-looking statements by terminology, such as “expects,” “anticipates,” “intends,” “estimates,” “plans,” “believes,” “seeks,” “may,” “should,” “could”, “would” or the negative of such terms or other similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Forward-looking statements also involve risks and uncertainties, many of which are beyond our control. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this quarterly report.

You should read this report completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this report is accurate as of the date hereof only. Because the risk factors referred to herein could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

This quarterly report on Form 10-Q contains trademarks and service marks of Cellectar Biosciences, Inc. Unless otherwise provided in this quarterly report on Form 10-Q, trademarks identified by ™ are trademarks of Cellectar Biosciences, Inc. All other trademarks are the property of their respective owners.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CELLECTAR BIOSCIENCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	March 31,		December 31,
	2025		2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	13,905,173	$	23,288,607
Prepaid expenses and other current assets		987,495		961,665
Total current assets		14,892,668		24,250,272
Property, plant & equipment, net		700,826		757,121
Operating lease right-of-use asset		418,916		436,874
Other long-term assets		29,780		29,780
TOTAL ASSETS	$	16,042,190	$	25,474,047

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	3,874,429	$	7,585,340
Warrant liability		2,058,000		1,718,000
Lease liability, current		88,146		84,417
Total current liabilities		6,020,575		9,387,757
Lease liability, net of current portion		386,203		409,586
TOTAL LIABILITIES		6,406,778		9,797,343
COMMITMENTS AND CONTINGENCIES (Note 7)
MEZZANINE EQUITY:
Series D preferred stock, 111.11 shares authorized, issued and outstanding as of March 31, 2025 and December 31, 2024		1,382,023		1,382,023
STOCKHOLDERS’ EQUITY (DEFICIT):
Series E-2 preferred stock, 1,225.00 shares authorized; 35.60 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		520,778		520,778
Common stock, $0.00001 par value; 170,000,000 shares authorized; 46,079,875 shares issued and outstanding as of March 31, 2025 and December 31, 2024		461		461
Additional paid-in capital		261,678,642		261,115,905
Accumulated deficit		(253,946,492)		(247,342,463)
Total stockholders’ equity (deficit)		8,253,389		14,294,681
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	16,042,190	$	25,474,047

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CELLECTAR BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended March 31,
	2025		2024
OPERATING EXPENSES:
Research and development	$	3,427,095	$	7,088,042
General and administrative		2,973,896		4,913,444
Total operating expenses		6,400,991		12,001,486

LOSS FROM OPERATIONS		(6,400,991)		(12,001,486)

OTHER INCOME (EXPENSE):
Loss on valuation of warrants		(340,000)		(14,960,346)
Interest income		136,962		319,849
Total other expense		(203,038)		(14,640,497)
NET LOSS	$	(6,604,029)	$	(26,641,983)
NET LOSS PER SHARE — BASIC AND DILUTED	$	(0.14)	$	(0.91)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING — BASIC AND DILUTED		46,079,875		29,346,679

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CELLECTAR BIOSCIENCES, INC.

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)


	Series D Preferred													Total
	Stock			Preferred Stock			Common Stock			Additional		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Par Amount		Paid-In Capital		Deficit		(Deficit) Equity
Balance at December 31, 2023	111.11	$	1,382,023	319.76	$	4,677,632	20,744,110	$	207	$	182,924,210	$	(202,761,017)	$	(15,158,968)
Stock-based compensation	—		—	—		—	—		—		454,363		—		454,363
Conversion of pre-funded warrants into common shares	—		—	—		—	1,079,132		11		3,972,529		—		3,972,540
Exercise of warrants for preferred stock, net of issuance costs (Note 2)	—		—	2,205.00		47,577,000	—		—		—		—		47,577,000
Conversion of Series E-3 preferred stock into common stock	—		—	(1,575.00)		(33,983,571)	9,890,099		100		33,983,471		—		—
Exercise of warrants for common stock	—		—	—		—	547,177		5		2,298,138		—		2,298,143
Conversion of Series E-2 preferred stock into common stock	—		—	(82.26)		(1,203,346)	903,956		9		1,203,337		—		—
Retired shares	—		—	—		—	(8)		—		—		—		—
Net loss	—		—	—		—	—		—		—		(26,641,983)		(26,641,983)
Balance at March 31, 2024	111.11		1,382,023	867.50		17,067,715	33,164,466		332		224,836,048		(229,403,000)		12,501,095

Balance at December 31, 2024	111.11	$	1,382,023	35.60	$	520,778	46,079,875	$	461	$	261,115,905	$	(247,342,463)	$	14,294,681
Stock-based compensation	—		—	—		—	—		—		562,737		—		562,737
Net loss	—		—	—		—	—		—		—		(6,604,029)		(6,604,029)
Balance at March 31, 2025	111.11	$	1,382,023	35.60	$	520,778	46,079,875	$	461	$	261,678,642	$	(253,946,492)	$	8,253,389

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CELLECTAR BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

SEC Form 10-Q filed by Cellectar Biosciences Inc.