ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
Effective at the close of business on June 13, 2014, we amended our second
amended and restated certificate of incorporation to effect a 1-for-20 reverse
split of our common stock (the "Reverse Split") and to reduce the number of
authorized shares of our common stock to 20,000,000 from 150,000,000.
Immediately following the effectiveness of the Reverse Split, there were
approximately 2,869,739 shares of our common stock outstanding. Stockholders
will receive a cash payment in lieu of any issuance of fractional shares. The
number of shares of common stock issuable upon exercise or conversion of all
outstanding options, warrants and convertible debt and the associated exercise
or conversion prices will be adjusted accordingly for the Reverse Split.
At our annual meeting of stockholders held on May 22, 2014, our stockholders
approved an amendment to our certificate of incorporation that would (1) effect
a reverse split of our common stock at a ratio between 1:10 to 1:20 to be
determined by the board of directors in its discretion and (2) if the reverse
split is effected, decrease the number of shares of Common Stock that the
Corporation is authorized to issue from 150,000,000 to the greater of (A)
20,000,000 and (B) the number of shares equal to three (3) times the sum of the
number of all shares of our common stock outstanding and the number of shares of
common stock issuable upon exercise or conversion of all outstanding options,
warrants and convertible debt. Our stockholders further authorized the board of
directors to determine the ratio at which the reverse split would be effected
and the corresponding reduction in authorized shares of common stock by filing
an appropriate amendment to our certificate of incorporation. Our board of
directors authorized the ratio of the Reverse Split and corresponding reduction
in authorized shares on June 6, 2014.
A copy of the amendment to our certificate of incorporation is attached as
Exhibit 3.1 and is incorporated by reference herein.
ITEM 7.01 REGULATION FD DISCLOSURE
A copy of the press release issued by us on June 13, 2014 announcing the Reverse
Split is furnished as Exhibit 99.1 and is incorporated by reference herein.
ITEM 8.01 OTHER ITEMS
On June 9, 2014
and June 10, 2014
presentations relating to our technology were
made at the 2014 Annual Meeting of the Society of Nuclear Medicine
presentations are attached as Exhibit 99.2 and 99.3 and are incorporated by
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
3.1 Certificate of Amendment to the Second Amended and Restated Articles
of Incorporation of Cellectar Biosciences, Inc.
99.1 Press Release dated June 13, 2014 entitled "Cellectar Biosciences
Announces 1-for-20 Reverse Stock Split and Reduction in Authorized
Shares of Common Stock"
99.2 Presentation entitled "A Phase 1 Study of 131I-CLR1404 in Patients
with Relapsed or Refractory Advanced Solid Tumors; Dosimetry,
Biodistribution, Pharmacokinetics and Safety"
99.3 Presentation entitled "Comparison of MRI and PET Tumor Volumes with
124I-CLR1404 PET/CT in Primary and Metastatic Brain Tumors"