0001104659-26-057460
SEC filingCellectar Biosciences closed a $35M registered direct offering and concurrent private placement, issuing shares, pre-funded warrants, and milestone warrants tied to iopofosine I 131 clinical milestones, while reporting positive Phase 2b trial data.
Cellectar Biosciences executed a hybrid financing raising ~$35M gross through a registered direct offering of 1.6M shares via its S-3 shelf and concurrent private placement of 2.1M unregistered shares plus warrants. The deal structure minimizes immediate dilution while providing significant potential future dilution via pre-funded warrants (9.5M shares at nominal $0.00001 exercise) and three-tranche milestone warrants (39.6M total shares at $2.65 exercise, stockholder approval required). Tranche A (1-year term) callable post pivotal trial initiation if stock >130% exercise price for 20 days with $500k avg volume; Tranche B (2-year) post-NDA acceptance; Tranche C (5-year) post-NDA approval. Management participated at premium $2.88 pricing. Post-deal fully-diluted shares ~47M vs. 8M basic. Proceeds target Phase 3 iopofosine I 131 for Waldenström macroglobulinemia (WM), supported by strong Phase 2b CLOVER-WaM data (83.6% ORR, 61.8% MRR, 17.8mo DoR in heavily pretreated r/r patients, favorable safety). Nantahala secures board seat. Placement agent Ladenburg earns 8% cash fee, 6% warrants (155% exercise), 4% on future exercises. High dilution risk but funds key trial; clinical momentum bolsters value proposition.