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: June 15, 2015
(Date of earliest event reported)
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 Number) |
3301 Agriculture Drive
Madison, WI 53716
(Address of principal executive offices)
(608) 441-8120
(Registrant’s telephone number, including area code)
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))
| ITEM 3.03 | MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS |
On June 15, 2015, Cellectar Biosciences, Inc. (the “Company”) filed an amendment toOur Second Amended and Restated Articles of Incorporation, which increases the number of authorized shares of common stock, par value $0.00001, to 40,000,000 from 20,000,000 shares. The Certificate of Amendment is filed as Exhibit 3.2 and is incorporated by reference in this Item.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| Number | | Title |
| | | |
| 3.2 | | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Cellectar Biosciences, Inc. |
SIGNATURE
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.
| Dated: June 19, 2015 | CELLECTAR BIOSCIENCES, INC. |
| | |
| | |
| | By: | /s/ Chad J. Kolean |
| | | Name: Chad J. Kolean
Title: Vice President and Chief Financial Officer |
EXHIBIT INDEX
| Number | | Title |
| | | |
| 3.2 | | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Cellectar Biosciences, Inc. |
