Cellectar Biosciences Inc 2024年度报告

Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d)of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities ExchangeAct of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant wasrequired 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, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for the Registrant’s 2025 Annual Meeting of Stockholders are incorporated byreference in PartIII of this annual report on Form10-K. The definitive proxy statement will be filed with the U.S. Securities and ExchangeCommission within 120days after the end of the fiscalyear covered by this annual report on Form10-K. CELLECTAR BIOSCIENCES, INC.FORM 10-K TABLE OF CONTENTS Forward-Looking Statements2PART I4Item1.Business4Item1A.Risk Factors30Item1B.Unresolved Staff Comments55Item1C.Cybersecurity55Item2.Properties55Item3.Legal Proceedings55Item4.Mine Safety Disclosures55PART II56Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities56Item6.Reserved56Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations56Item7A.Quantitative and Qualitative Disclosures About Market Risk59Item8.Financial Statements60Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure84Item9A.Controls and Procedures84Item9B.Other Information85Item9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections86PART III86Item10.Directors, Executive Officers, and Corporate Governance86Item11.Executive Compensation86Item12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters92Item13.Certain Relationships and Related Transactions, and Director Independence93Item14.Principal Accounting Fees and Services93PART IV94Item15.Exhibits, Financial Statement Schedules94Item16Summary96Signatures97 FORWARD-LOOKING STATEMENTS This annual report on Form 10-K 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 of1934, 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 developmentactivities;●the progress of our product development programs, including clinical testing and the timing ofcommencement and results thereof;●our projected operating results, including research and development expenses;●our ability to continue development plans or to pursue strategic options for the further development andcommercialization of iopofosine I 131 (also known as iopofosine or CLR 131);●our ability to obtain additional funding via the sale of equity and/or debt securities, a strategictransaction