Cellectar Biosciences Inc美股招股说明书(2025-11-21版)

Up to 2,096,188 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 “sellingstockholders”), of up to 2,096,188 shares of our common stock (the “Shares”) issuable upon exercise of common stock purchasewarrants (the “Inducement Warrants”) issued to the selling stockholders in a warrant inducement transaction (the “WarrantInducement”) which closed on October8, 2025. For additional information about the transaction, see “Summary-Description of theWarrant Inducement.” Our registration of the shares of common stock covered by this prospectus does not mean that the selling stockholders willoffer or sell any such shares. We are registering the offer and resale of the Shares to fulfill our contractual obligations set forth in theInducement Letters (as defined below) entered into on October7, 2025. We will not receive any of the proceeds from the sale of our Shares by the selling stockholders, although we will receiveproceeds 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 by the sellingstockholders 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 or resell the Shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or atprivately negotiated prices. The selling stockholders will bear all commissions 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 sellingexpenses) in connection with the registration of the Shares. For additional information on the methods of sale that may be used by theselling stockholders, see “Plan of Distribution” beginning on page42 of this prospectus. Our common stock is listed on the Nasdaq Capital Market under the symbol “CLRB.” On November 20, 2025, the lastreported sale price of our common stock was $2.86. Investing in our securities involves significant risks. We strongly recommend that you read carefully the risks wedescribe in “Risk Factors” beginning on page 9 of this prospectus and in any accompanying prospectus supplement, as well asthe risk factors that are incorporated by reference into this prospectus from our filings made with the Securities and ExchangeCommission, before investing in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is November 21, 2025. TABLE OF CONTENTS About This Prospectus1Summary2Selected Financial Data5The Offering6Risk Factors9Forward-Looking Statements34Use of Proceeds35Dividend Policy35Determination of Offering Price35Selling Stockholders36Description of Securities to be Registered38Plan of Distribution42Legal Matters44Experts44Where You Can Find More Information44Information Incorporated by Reference45 ABOUT THIS PROSPECTUS You should rely only on the information contained or incorporated by reference in this prospectus and any applicableprospectus supplement. We have not, and the selling stockholders have not, authorized any other person to provide you withdifferent or additional information. If anyone provides you with different or additional information, you should not rely on it.This prospectus is not an offer to sell, nor are the selling stockholders seeking an offer to buy, the shares offered by thisprospectus in any jurisdiction where the offer and sale is not permitted. No offers or sales of any of the shares of our commonstock are to be made in any jurisdiction in which such an offer or sale is not permitted. You should assume that the informationcontained in this prospectus or any applicable prospectus supplement is accurate only as of the date on the front cover thereofor the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any applicableprospectus supplement 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 writing prospectus, as wellas the documents incorporated by reference into this prospectus or any prospectus supplement or any related issuer free writingprospectus, before making an investment decision. Neither the delivery of this prospectus or any prospectus supplement or any issuerfree writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained orincorporated by referenc