Cellectar Biosciences announces up to $103M private placement financing

Cellectar Biosciences has entered into a securities purchase agreement with certain institutional investors for a private placement financing that is expected to result in gross proceeds of up to $102.9 million, including an initial funding of $24.5 million priced at the company’s common stock closing price on September 1, 2023 of $1.82 per share. The financing is being led by Rosalind Advisors with participation from AIGH Capital, ADAR1, Second Line, Nantahala Capital, AuGC, and other new and existing institutional investors. Pursuant to the $102.9 million securities purchase agreement, Cellectar will issue to purchasers an aggregate $24.5 million in shares of the Company’s Series E-1 Preferred Stock and two tranches of warrants that are exercisable as follows: Tranche A warrants for an aggregate exercise price of approximately $44.1 million that are exercisable for Series E-3 Preferred Stock until the earlier of September 6, 2026, or 10 days following the Company’s announcement of top-line data from the WM CLOVER-WaM pivotal trial; and Tranche B warrants for an aggregate exercise price of approximately $34.3 million that are exercisable for Series E-3 Preferred Stock until the earlier of September 6, 2028, or 10 days following disclosure of the Company’s public announcement of its receipt of written approval from the FDA of its New Drug Application for iopofosine I 131. Shares of Series E Preferred Stock will be issued at a price of $20,000 per share. Conversion of the Series E Preferred Stock into shares of common stock of the Company is subject to approval by the Company’s stockholders. The conversion price for the Series E-1 Preferred Stock will be $1.82 per share of Common Stock, for the Series E-3 Preferred Stock will be $3.185 per share of Common Stock, and for the Series E-4 Preferred Stock will be $4.7775 per share of Common Stock, in each case subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization. Oppenheimer & Co. Inc. acted as the sole placement agent for the private placement.