Cellectar Biosciences Inc美股招股说明书(2026-06-02版)

CELLECTAR BIOSCIENCES,INC. This prospectus relates to the resale, from time to time by the selling stockholders named in this prospectus (the “sellingstockholders”) of up to 51,998,413 shares of our common stock (the “Shares”), consisting of (i)up to 2,116,887 shares issued to theselling stockholders in a private placement that closed on May6, 2026 (the “Private Placement”), (ii)up to 9,471,086 shares of ourcommon stock issuable to the selling stockholders upon exercise of the Pre-Funded Warrants (as defined below), (iii)up to 13,206,026shares of our common stock issuable to the selling stockholders upon exercise of the Series A Warrants (as defined below), (iv)up to13,206,026 shares of our common stock issuable to the selling stockholders upon exercise of the Series B Warrants (as defined below),(v)up to 13,206,026 shares of our common stock issuable to the selling stockholders upon exercise of the Series C Warrants (asdefined below), and (vi) up to 792,362 shares of our common stock issuable to the selling stockholders upon exercise of the PlacementAgent Warrants (as defined below). For additional information about the transaction, see “Summary-Description of the Private Placement.” 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 thePurchase Agreements (as defined below) entered into on May4, 2026. 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 Placement Agent Warrants, Pre-Funded Warrants or Warrants (as defined below). 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 Sharesfrom 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 page41 of this prospectus. Our common stock is listed on the Nasdaq Capital Market under the symbol “CLRB.” On May29, 2026, the last reported saleprice of our common stock was $3.14 per share. Investing in our securities involves significant risks. We strongly recommend that you read carefully the risks wedescribe in “Risk Factors” beginning on page7 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 COMMISSIONHAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACYOF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is June 1, 2026. TABLE OF CONTENTS About This Prospectus1Summary1Selected Financial Data1The Offering4Risk Factors7Forward-Looking Statements33Use of Proceeds34Dividend Policy34Determination of Offering Price34Selling Stockholders35Description of Securities to be Registered37Plan of Distribution41Legal Matters42Experts42Where You Can Find More Information42Information Incorporated by Reference43 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 hereofor thereof or the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any