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Cellectar Biosciences raises about $5.8 million from warrant inducement deal

Tickers CLRB

Holders exercised warrants for 1,048,094 shares at $5.25 and received new warrants at $6.00. Cellectar says cash should last into the third quarter of 2026.

Key facts

Company
Cellectar Biosciences, Inc. (NASDAQ: CLRB)
News type
Financings
Primary source
Cellectar Biosciences, Inc. 8-K (2025-10-10)
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The inducement

Cellectar Biosciences, Inc. said in an 8-K that it received aggregate gross proceeds of approximately $5.8 million from a warrant inducement that closed on October 8, 2025. The filing's earliest event date is October 7, 2025. Under inducement letters with certain holders, the holders agreed to exercise for cash existing warrants to buy 1,048,094 shares of common stock at $5.25 per share. Each holder paid $0.125 for each new warrant it received.

The existing warrants were originally issued on October 25, 2022, July 21, 2024 and July 2, 2025. The company says the shares underlying the exercised warrants were registered under a Form S-1 filed June 26, 2025, or under earlier resale registration statements. The company agreed to file a resale registration statement for the inducement warrant shares within 15 calendar days after the closing.

The company issued the new warrants under the Section 4(a)(2) exemption of the Securities Act. The 8-K's Item 3.02 covers that sale.

The new warrants

The inducement warrants come in two series. Series I warrants are immediately exercisable at $6.00 per share and expire on October 8, 2030. Series II warrants are also immediately exercisable at $6.00 per share and expire on April 8, 2027. The new warrants are priced above the $5.25 exercise price of the warrants the holders exercised.

Cash and runway

The company anticipates that its cash and cash equivalents as of September 30, 2025, together with net proceeds of approximately $5.2 million from the inducement, will be sufficient to fund operations into the third quarter of 2026. The 8-K gives an estimated cash balance of approximately $12.6 million as of September 30, 2025. The company says that figure is preliminary, that its financial statements for the period have not been finalized or reviewed, and that the actual balance may differ materially.

The 8-K's Item 2.02 sentence says the company announced the estimate on October 9, 2023. That date conflicts with the September 30, 2025 date the same sentence describes, and the filing does not correct it.

The 8-K names no placement agent, financial adviser or law firm for the inducement.

The drug behind the cash

The company's annual report, filed March 13, 2025, describes iopofosine, a beta-emitting compound, in patients with relapsed or refractory Waldenstrom's macroglobulinemia in the CLOVER-WaM study. The report says CLOVER-WaM was a single-arm study with a target enrollment of 50 patients. Topline safety data were reported on 45 patients, and the efficacy-evaluable group was 41 patients.

The report says the study met its primary endpoint, with a major response rate of 61% and a 95% confidence interval of 44.50% to 75.80%. With 41 evaluable patients and no comparison group, that interval is wide. The report calls CLOVER-WaM a pivotal registration study in one place and a Phase 2 study in another.

The report says the FDA has communicated about a confirmatory study to support accelerated approval of iopofosine. It says the company is determining whether it can fund that study and is pursuing strategic options for further development. The report also lists other programs, including CLOVER-1 Phase 2b studies in multiple myeloma and central nervous system lymphoma, and two programs described as prepared to enter clinical trials in 2025.

What the filing does not settle

The 8-K does not say whether the company will need more capital before the third quarter of 2026. It gives no net loss or burn rate, and it does not give the status of the confirmatory study. The runway is a company estimate that depends on figures not yet finalized.

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