UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 14, 2024
Cellectar Biosciences, Inc.
(Exact name of Registrant as Specified in its Charter)
| Delaware | | 1-36598 | | 04-3321804 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
100 Campus Drive, Florham Park, NJ, 07932
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (608) 441-8120
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading
Symbol(s) | | Name of each exchange
on which registered |
| Common Stock, par value $0.00001 per share | | CLRB | | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described in Item 5.07 below, on June 14, 2024, at the 2024 Annual Meeting of Stockholders (the “Meeting”) of Cellectar Biosciences, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Company’s 2021 Stock Incentive Plan (the “Plan”) in order to increase the number of shares reserved for issuance under the Plan by 7,000,000 shares.
Appendix A to the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 26, 2024, presents the Plan, as amended, and with marked changes reflecting the impact of the 2024 Amendment, which is presented in Proposal No. 2 of the proxy statement. A copy of the Plan, as amended, is filed as Exhibit 10.1 to this Current Report and is incorporated by reference in this Item 5.02.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
The Company convened the Meeting at 10:00 a.m., local time, on June 14, 2024.
Four proposals were presented for stockholder approval at the Meeting:
Proposal No.1 – Election of Directors
Class I directors, Asher Chanan-Khan, M.B.B.S., M.D. and John Neis, were nominated and elected to serve three-year terms. The vote was as follows:
| Nominee | | For | | Against | | Abstain | | Broker Non-Votes |
| Asher Chanan-Khan, M.B.B.S., M.D. | | 15,427,511 | | 164,733 | | 47,081 | | 10,395,668 |
| John Neis | | 14,867,723 | | 725,688 | | 45,914 | | 10,395,668 |
Proposal No. 2 – Approval of an Increase in Shares Available under the 2021 Stock Incentive Plan by 7,000,000 Shares
The Company requested approval of an increase in the number of shares of common stock available for issuance under the 2021 Stock Incentive Plan of 7,000,000 shares. The stockholders approved the increase. The vote was as follows:
| For | | Against | | Abstain | | Broker Non-Votes |
| 14,514,048 | | 1,062,401 | | 63,186 | | 10,395,668 |
Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm
The Company requested ratification of the appointment by the Audit Committee of the Board of Directors of Baker Tilly US, LLP to be the Company’s independent registered public accounting firm for fiscal year 2024. The stockholders ratified the appointment. The vote was as follows:
| For | | Against | | Abstain |
| 25,763,034 | | 183,060 | | 89,209 |
Proposal No. 4 – Approval of Executive Compensation
The Company requested approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers. The stockholders approved the compensation of the named executive officers. The vote was as follows:
| For | | Against | | Abstain | | Broker Non-Votes |
| 15,128,525 | | 435,912 | | 75,198 | | 10,395,668 |
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | CELLECTAR BIOSCIENCES, INC. |
| | |
| | |
| Date: June 14, 2024 | By: | | /s/ Chad J. Kolean |
| | Name: | | Chad J. Kolean |
| | Title: | | Chief Financial Officer |
