Cellectar Biosciences Inc美股招股说明书(2025-02-07版)

Up to 19,221,348 Shares of Common Stock Offered by the Selling Stockholders CELLECTAR BIOSCIENCES, INC. Common Stock This prospectus relates to the resale, from time to time by the selling stockholders named in this prospectus(the “selling stockholders”), of up to 19,221,348 shares of our common stock (the “Shares”) issuable upon exerciseof common stock purchase warrants (the “Inducement Warrants”) issued to the selling stockholders in a warrantinducement transaction (the “Warrant Inducement”) which closed on July 21, 2024. For additional informationabout the transaction, see “Summary—Description of the Warrant Inducement.” Our registration of the shares of common stock covered by this prospectus does not mean that the sellingstockholders will offer or sell any such shares. We are registering the offer and resale of the Shares to fulfill ourcontractual obligations set forth in the Inducement Letters (as defined below) entered into on July 21, 2024. We will not receive any of the proceeds from the sale of our Shares by the selling stockholders, althoughwe will receive proceeds from the cash exercise of any Inducement Warrants. Any shares of our common stock subject to resale hereunder will have been issued by us and received bythe selling stockholders prior to any resale of such shares pursuant to this prospectus. The selling stockholders, or their donees, pledgees, transferees or other successors-in-interest may offer orresell the Shares from time to time through public or private transactions at prevailing market prices, at pricesrelated to prevailing market prices or at privately negotiated prices. The selling stockholders will bear allcommissions and discounts and similar selling expenses, if any, attributable to the sale of Shares. We will bear all costs, expenses and fees (other than commissions and discounts and similar selling expenses) in connection with theregistration of the Shares. For additional information on the methods of sale that may be used by the sellingstockholders, see “Plan of Distribution” beginning on page 90 of this prospectus. Our common stock is listed on the Nasdaq Capital Market under the symbol “CLRB.” On January 28,2025, the last reported sale price of our common stock was $0.2592. Table of Contents Investing in our securities involves significant risks. We strongly recommend that you read carefully therisks we describe in “Risk Factors” beginning on page 8 of this prospectus and in any accompanying prospectussupplement, as well as the risk factors that are incorporated by reference into this prospectus from our filings madewith the Securities and Exchange Commission, before investing in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation tothe contrary is a criminal offense. The date of this prospectus is February 6, 2025. Table of Contents TABLE OF CONTENTS About This ProspectusSummaryRisk FactorsForward-Looking StatementsUse of ProceedsDividend Policy Determination of Offering Price33Selling Stockholders34Management’s Discussion and Analysis of Financial Condition and Results of Operations38Business44Management70Corporate Governance73Compensation of Executive Officers and Directors78Certain Relationships and Related-Person Transactions83Security Ownership of Certain Beneficial Owners and Management85Description of Securities to be Registered87Plan of Distribution90Legal Matters92Experts92Where You Can Find More Information92Information Incorporated by Reference93Index to Financial Statements for Cellectar Biosciences, Inc.94 Table of Contents ABOUT THIS PROSPECTUS You should rely only on the information contained or incorporated by reference in this prospectus and anyapplicable prospectus supplement. We have not, and the selling stockholders have not, authorized any other personto provide you with different or additional information. If anyone provides you with different or additionalinformation, you should not rely on it. This prospectus is not an offer to sell, nor are the selling stockholders seekingan offer to buy, the shares offered by this prospectus in any jurisdiction where the offer and sale is not permitted. Nooffers or sales of any of the shares of our common stock are to be made in any jurisdiction in which such an offer orsale is not permitted. You should assume that the information contained in this prospectus or any applicableprospectus supplement is accurate only as of the date on the front cover thereof or the date of the documentincorporated by reference, regardless of the time of delivery of this prospectus or any applicable prospectussupplement or any sales of the shares of our common stock offered hereby or thereby. You should read the entire prospectus and any prospectus supplement and any related issuer free writingprospectus, as well as the documents incorpora