Cellectar Biosciences Inc 2025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 Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling 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 to Rule405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submitsuch files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew 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 its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared 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 registrant included inthe 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-based compensationreceived 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☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which thecommon equity was last sold, or the average bid and asked price of such common equity, as of June30, 2025, was $12,846,737.As of February 24, 2026, there were 4,240,129 shares of the registrant’s $0.00001 par value common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for the Registrant’s 2026 Annual Meeting of Stockholders are incorporated by referencein PartIII of this annual report on Form10-K. The definitive proxy statement will be filed with the U.S. Securities and Exchange Commissionwithin 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 I4Item 1. Business4Item1A.Risk Factors37Item1B.Unresolved Staff Comments64Item1C.Cybersecurity64Item 2.Properties64Item 3.Legal Proceedings64Item 4.Mine Safety Disclosures64PART II65Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities65Item 6. Reserved65Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations65Item7A.Quantitative and Qualitative Disclosures About Market Risk69Item 8. Financial Statements70Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure94Item9A.Controls and Procedures94Item9B.Other Information96Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections96PART III97Item10.Directors, Executive Officers, and Corporate Governance97Item11.Executive Compensation97Item12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters101Item13.Certain Relationships and Related Transactions, and Director Independence102Item14.Principal Accounting Fees and Services102PART IV103Item15.Exhibits, Financial Statement Schedules103Item16.Summary105Signatures106 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 of 1934, asamended, 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 ofcommencement and results thereof;●statements