Cellectar Biosciences, Inc.

Cellectar Biosciences, Inc._March 31, 2026

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, 2026

☐	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: 7,991,812 shares of common stock, $0.00001 par value per share, as of May 12, 2026.

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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	22
Item 4.	Controls and Procedures	32

PART II. OTHER INFORMATION		34

Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 6.	Exhibits	36

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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;

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

●

statements regarding execution of our regulatory strategy, including related to our potential initiation of a Phase 3 trial of iopofosine I 131 (also known as iopofosine or CLR 131) for the treatment of Waldenstrom macroglobulinemia (WM) patients;

●

our projected operating results, including research and development expenses;

●

our ability to continue developing iopofosine I 131;

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whether the milestones and other conditions to the mandatory exercise of the milestone-based warrants will be satisfied;

●

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

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

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

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our ability to advance our technologies into product candidates;

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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/WM, and the expected benefits of orphan drug status;

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any disruptions to our suppliers;

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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;

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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.

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,
		2026			2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	8,347,090		$	13,196,033
Prepaid expenses and other current assets			920,038			842,432
Total current assets			9,267,128			14,038,465
Property, plant & equipment, net			339,697			549,405
Operating lease right-of-use asset			1,483,156			360,671
Other long-term assets			29,780			29,780
TOTAL ASSETS		$	11,119,761		$	14,978,321

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued liabilities		$	4,724,826		$	4,423,548
Warrant liability			149,000			226,000
Lease liability, current			—			100,189
Total current liabilities			4,873,826			4,749,737
Lease liability, net of current portion			1,528,825			309,397
TOTAL LIABILITIES			6,402,651			5,059,134
COMMITMENTS AND CONTINGENCIES (Note 7)
MEZZANINE EQUITY:
Series D preferred stock, 111.11 shares authorized, issued and outstanding as of March 31, 2026 and December 31, 2025			1,382,023			1,382,023
STOCKHOLDERS’ EQUITY:
Series E-2 preferred stock, 1,225.00 shares authorized; 35.60 shares issued and outstanding as of March 31, 2026 and December 31, 2025			520,778			520,778
Common stock, $0.00001 par value; 170,000,000 shares authorized; 4,240,129 shares issued and outstanding as of March 31, 2026 and December 31, 2025			42			42
Additional paid-in capital			277,601,713			277,149,844
Accumulated deficit			(274,787,446)			(269,133,500)
Total stockholders’ equity (deficit)			3,335,087			8,537,164
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	11,119,761		$	14,978,321

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,
	2026		2025
OPERATING EXPENSES:
Research and development	$	3,007,229	$	3,427,095
General and administrative		2,786,713		2,973,896
Total operating expenses		5,793,942		6,400,991

LOSS FROM OPERATIONS		(5,793,942)		(6,400,991)

OTHER INCOME (EXPENSE):
Gain (loss) on valuation of warrants		77,000		(340,000)
Interest income		62,996		136,962
Total other income (expense)		139,996		(203,038)
NET LOSS	$	(5,653,946)	$	(6,604,029)
NET LOSS PER SHARE — BASIC AND DILUTED	$	(1.33)	$	(4.30)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING — BASIC AND DILUTED		4,240,129		1,535,995

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, 2024	111.11	$	1,382,023	35.60	$	520,778		1,535,996	$	15	$	261,116,351	$	(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		1,535,996		15		261,679,088		(253,946,492)		8,253,389

Balance at December 31, 2025	111.11	$	1,382,023	35.60	$	520,778		4,240,129	$	42	$	277,149,844	$	(269,133,500)	$	8,537,164
Stock-based compensation	—		—	—		—		—		—		451,869		—		451,869
Net loss	—		—	—		—		—		—		—		(5,653,946)		(5,653,946)
Balance at March 31, 2026	111.11	$	1,382,023	35.60	$	520,778		4,240,129	$	42	$	277,601,713	$	(274,787,446)	$	3,335,087

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)


	Three Months Ended
	March 31,
	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,653,946)	$	(6,604,029)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		(110,018)		56,295
Stock-based compensation expense		451,869		562,737
Change in operating lease right-of-use asset		(3,246)		17,958
Change in fair value of warrants		(77,000)		340,000
Changes in:
Prepaid expenses and other current assets		245,498		(25,830)
Lease liability		—		(19,654)
Accounts payable and accrued liabilities		301,278		(3,710,911)
Cash used in operating activities		(4,845,565)		(9,383,434)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant & equipment		(3,378)		—
Cash used in investing activities		(3,378)		—
CASH FLOWS FROM FINANCING ACTIVITIES:
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(4,848,943)		(9,383,434)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		13,196,033		23,288,607
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	8,347,090	$	13,905,173
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Right of use asset obtained in exchange for operating lease liability	$	1,119,239	$	—

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

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CELLECTAR BIOSCIENCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. NATURE OF BUSINESS AND ORGANIZATION

Cellectar Biosciences, Inc. (the Company) is a late-stage clinical biopharmaceutical company focused on the discovery, development and commercialization of drugs for the treatment of cancer, leveraging the Company’s proprietary phospholipid drug conjugate™ (PDC™) delivery platform that specifically targets cancer cells and delivers improved efficacy and better safety as a result of fewer off-target effects.

Going Concern — As a pre-revenue biotechnology company, the Company has, by design, incurred significant recurring losses and used net cash in its operations since its inception as it devotes substantially all of its efforts towards researching, developing and seeking approval for its product candidates to be commercialized in the marketplace. As a result of these efforts, the Company had an accumulated deficit of approximately $275,000,000 as of March 31, 2026, and incurred a net loss of approximately $5,700,000 during the three months ended March 31, 2026. The Company expects it will continue to generate significant losses and use net cash for the foreseeable future, until such time that one or more of its product candidates are approved and successfully commercialized in the marketplace. While management believes one or more of the Company’s product candidates will be approved and successfully commercialized in the marketplace, no assurance can be provided any products will be approved or commercialized in a profitable manner.

The Company has been heavily dependent on funding from private investors and public stockholders since its inception through the issuance of securities, such as common stock, convertible preferred stock, and warrants (outside capital) to fund its research, development and approval efforts. The Company expects to remain heavily dependent on outside capital to fund the Company’s operations for the foreseeable future until such time that one or more of its product candidates are approved and successfully commercialized in the marketplace. While management believes additional outside capital will be secured as needed, no assurance can be provided that additional outside capital will be secured, or secured on terms that are acceptable to the Company.

As of the date the accompanying consolidated financial statements were issued (the “issuance date”), the Company’s available liquidity to fund the Company’s operations over the next twelve months beyond the issuance date was limited to approximately $37 million of unrestricted cash and cash equivalents. Absent further action taken by management to increase its liquidity, the Company may be unable to fund its operations under normal course beyond the second quarter of 2027. Subsequent to the end of the quarter, the Company entered into a securities purchase agreement with certain institutional investors, and an additional securities purchase agreement with certain members of management, to issue and sell up to an aggregate of approximately $35 million upfront and $105 million in milestone-based securities. See Note 10.

To improve the Company’s liquidity, management plans to secure additional outside capital via the sale of equity and/or debt securities or execute a strategic transaction. Management also plans to preserve liquidity, as needed, by implementing temporary cost saving measures. While management believes their plans will be successful, no assurance can be provided such plans will be effectively implemented over the next twelve months beyond the issuance date. In the event management’s plans are not effectively implemented, the Company will be required to seek other alternatives which may include, among others, the sale of the Company or its assets, a merger or other strategic business combination, discontinuance of certain operations, a wind-down of operations and/or filing for bankruptcy protection.

These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates it will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.

The condensed consolidated financial statements have been prepared by Cellectar Biosciences, Inc. in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Management believes the disclosures made in this document are adequate with respect to interim reporting requirements.

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The accompanying Condensed Consolidated Balance Sheet as of December 31, 2025, has been derived from the Company’s audited financial statements. The accompanying Condensed Consolidated Balance Sheet as of March 31, 2026, and the Condensed Consolidated Statements of Operations, Cash Flows, and the Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity for the three months ended March 31, 2026 and 2025, and the related interim information contained within the Notes to the Condensed Consolidated Financial Statements, have been prepared in

SEC Form 10-Q filed by Cellectar Biosciences Inc.