Form 8-K

8-K — Cellectar Biosciences, Inc.

Accession: 0001104659-26-060693

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0001279704

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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2026-05-14

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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):

May 14, 2026

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 2.02.

Results of Operations and Financial Condition.

On May 14, 2026, we issued

a press release announcing our financial results for the quarter ended March 31, 2026, and provided a corporate update. A copy of

the press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

Number

Title

99.1

Press release dated May 14, 2026, titled “Cellectar Biosciences Reports First Quarter 2026 Financial Results and Provides Corporate Updates”

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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: May 14, 2026

By:

/s/ Chad J. Kolean

Name:

Chad J. Kolean

Title:

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2614602d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Cellectar Biosciences

Reports First Quarter 2026 Financial Results and Provides Corporate Updates

Announced Positive

12-month Follow-on Data for Iopofosine I 131 in relapsed/refractory Waldenström Macroglobulinemia (r/r WM)

Completed Financing

of up to $140 Million to Support Initiation of Confirmatory Study of Iopofosine I 131 in r/r WM and Subsequent U.S. FDA Filing for Accelerated

Approval

Efficacy Results

from r/r WM Patients in CLOVER-WaM Phase 2b Study Treated with Iopofosine I 131 Immediately Following BTK Inhibitor Therapy Selected

for Presentation at ASCO 2026

Dosed First Patients

in Phase 1b Dose Finding Study for CLR 125 in Triple Negative Breast Cancer with Early Dosimetry, Safety and Efficacy Data Expected Mid-year

2026

Company to Hold

Webcast and Conference Call at 8:30 AM ET Today

FLORHAM PARK, N.J., May 14,

2026 (GLOBE NEWSWIRE) -- Cellectar Biosciences, Inc. (NASDAQ: CLRB), a late-stage clinical biopharmaceutical company focused

on the discovery and development of drugs for the treatment of cancer, today announced financial results for the quarter ended March 31,

2026, and provided a corporate update.

“The first part of 2026 was a

pivotal period for Cellectar as we executed across our pipeline and capital strategies to position the company for value creation,”

said James Caruso, president and chief executive officer of Cellectar. “With the support of industry-leading healthcare focused

investors, we successfully completed a financing of up to $140 million, providing the necessary resources to advance iopofosine through

key U.S. regulatory milestones and potential commercialization. The recently reported positive 12-month follow-on data from our CLOVER

WaM study reinforce our confidence that iopofosine can provide meaningful patient benefits and meet regulatory expectations, supporting

our plans to initiate a Phase 3 confirmatory study and file for accelerated approval with the FDA,” Mr. Caruso continued.

“In parallel, we expanded our

radio-conjugate pipeline with the enrollment of the first patients in our Phase 1b study of CLR 125 in triple negative breast cancer,

a challenging solid tumor cancer with a substantial unmet medical need. Together, these advances underscore the strength of our radiopharmaceutical

platform and potential to deliver meaningful new treatment options to patients battling a variety of difficult-to-treat cancers,”

concluded Mr. Caruso.

First Quarter 2026 and Recent Corporate

Highlights

· Iopofosine

I 131, the company’s Phospholipid Drug Conjugate (PDC) designed to provide targeted

delivery of iodine-131 (radioisotope)

o Reported

positive 12-month follow-up data from all patients in the Phase 2b CLOVER WaM study evaluating

iopofosine I 131 in relapsed/refractory Waldenström Macroglobulinemia, which demonstrated

strong and consistent efficacy in both BTKi-exposed and BTKi-refractory patients. The minimum

12-month follow-up data aligns with the expectations set by the U.S. Food and Drug Administration

(FDA) and positions the company for accelerated approval submission and the initiation of

the confirmatory study.

§ Notably,

the primary and secondary endpoints were both achieved in the protocol study population (n=55),

with 61.8% achieving a major response rate (MRR) and a median duration of response (DoR)

of 17.8 months. Additional data points included:

· Overall

response rate (ORR): 83.6%

· Median

progression-free survival (PFS): 13.5 months

· Very

good partial response/complete response rate (VGPR/CR): 14.5%

· Disease

control rate (DCR):98.2

o Selected

to present data from the CLOVER WaM study of iopofosine I 131 in r/r WM patients at the upcoming

American Society of Clinical Oncology Annual Meeting (ASCO) taking place May 29

- June 2, 2026. The poster presentation will highlight efficacy results from a subset

of patients treated with iopofosine I 131 immediately post-Bruton Tyrosine Kinase inhibitor

(BTKi) therapy. Details of the poster presentation are as follows:

§ Title:

“Iopofosine I-131 after BTK inhibitors in Waldenström macroglobulinemia: CLOVER-WaM

subgroup efficacy and safety”

§ Poster:

592

§ Date/Time:

June 1, 2026, 9:00 AM – 12:00pm CDT

§ Presenter:

Jarrod Longcor

o Advancing

plans to initiate a Phase 3 confirmatory trial of iopofosine I 131 as a treatment for WM

and file for accelerated approval with the U.S. FDA in alignment with the FDA requirements.

This Phase 3 study will be a comparator, randomized controlled study with approximately 100

WM patients per arm, with full patient enrollment projected within 18-24 months of the first

patient admitted to the study.

o Continuing

to work with the European Medicines Agency (EMA) to file for a Conditional Marketing Approval

(CMA) for iopofosine I 131 as a treatment option for post-BTKi refractory patients with

WM.

· CLR

121125 (CLR 125), an iodine-125 Auger-emitting program targeted for solid tumors

o Announced

the enrollment of the first patient in the Phase 1b trial evaluating CLR 125 in refractory

triple negative breast cancer (TNBC). The Company anticipates activating additional study

sites throughout the second quarter and will provide dosimetry, safety and efficacy updates

in the second quarter and throughout the balance of 2026.

· Corporate

o In

May 2026, the Company entered into a securities purchase agreement with certain institutional

investors to issue and sell an aggregate of approximately $35 million upfront and up to $105

million of milestone-based securities in a registered direct offering of common stock and

a concurrent private placement of common stock, pre-funded warrants and milestone-based warrants.

§ The

oversubscribed financing was led by Nantahala Capital, with participation from Balyasny Asset

Management, Caligan Partners, Janus Henderson Investors, SilverArc Capital Management and

other dedicated healthcare funds. In connection with the Offering, Andrew Gu of Nantahala

Capital Management, LLC will join Cellectar’s Board of Directors.

2026 Financial Highlights

· Cash

and Cash Equivalents: As of March 31, 2026, the company had cash and cash equivalents

of $8.3 million, compared to $13.2 million as of December 31, 2025, which does not reflect

net proceeds of approximately $31 million from the May 2026 offering. The company believes

its cash balance as of March 31, 2026, along with funds from the May 2026 financing,

are adequate to fund its budgeted operations into the second quarter of 2027, including the

initiation costs for the iopofosine I 131 confirmatory study in WM.

· Research

and Development Expenses: R&D expenses for the three months ended March 31,

2026, were approximately $3.0 million, compared to approximately $3.4 million for the three

months ended March 31, 2025. The overall decrease was primarily a result of reduced

clinical and preclinical study costs, partially offset by increased spending for product

manufacturing processes.

· General

and Administrative Expenses: G&A expenses for the three months ended March 31,

2026, were approximately $2.8 million, compared to approximately $3.0 million for the same

period in 2025. The decrease was primarily a result of reduced personnel costs.

· Net

Loss: The net loss attributable to common stockholders for the three months ended March 31,

2026, was $5.7 million, or $1.33 per share, compared to $6.6 million, or $4.30 per share,

in the three months ended March 31, 2025.

Conference Call & Webcast

Details

Cellectar management will host a conference

call and webcast today, May 14, 2026, at 8:30 AM Eastern Time to discuss these results and answer questions. Stockholders and other

interested parties may participate in the conference call by dialing 1-800-717-1738. A live webcast of the conference call can be accessed

in the “Events & Presentations” section of Cellectar’s website at www.cellectar.com. A recording of

the webcast will be available and archived on the Company’s website for approximately 90 days.

About Cellectar Biosciences, Inc.

Cellectar Biosciences is a late-stage

clinical biopharmaceutical company focused on the discovery and development of proprietary drugs for the treatment of cancer, independently

and through research and development collaborations. The company’s core objective is to leverage its proprietary Phospholipid Drug

Conjugate™ (PDC) delivery platform to develop the next-generation of cancer cell-targeting treatments, delivering improved efficacy

and better safety as a result of fewer off-target effects.

The company’s product pipeline

includes iopofosine I 131, which is a PDC designed to provide targeted delivery of iodine-131 (radioisotope). Iopofosine I 131 has been

tested in Phase 2b trials as a treatment for relapsed or refractory Waldenström Macroglobulinemia (WM), in relapsed or refractory

multiple myeloma (MM) and central nervous system (CNS) lymphoma. The CLOVER-2 Phase 1b study is evaluating iopofosine I 131 in pediatric

patients with high-grade gliomas, for which Cellectar is eligible to receive a Pediatric Review Voucher from the FDA upon approval. The

FDA has granted iopofosine I 131 Breakthrough, six Orphan Drug, four Rare Pediatric Drug and two Fast Track Designations for various

cancer indications, and the EMA has granted iopofosine I 131 PRIority MEdicines (PRIME) designation.

Cellectar is also developing CLR 121125

(CLR 125), an iodine-125 Auger-emitting program targeted for solid tumors, such as triple negative breast (TNBC), lung, and colorectal

cancer, and is currently being evaluated in a Phase 1b study for TNBC, which will determine the recommended dose for the subsequent Phase

2 trial. CLR 125 has been well tolerated in vivo and has demonstrated strong preclinical data showing reduction or inhibition of solid

tumor growth.

In addition to these assets, the Cellectar

team is developing CLR 121225 (CLR 225), an actinium-225 based program targeting solid tumors in indications with significant unmet need,

such as pancreatic cancer, as well as proprietary preclinical PDC chemotherapeutic programs and multiple partnered PDC assets.

For more information, please visit https://www.cellectar.com/or

join the conversation by liking and following us on the company’s social media channels: X, LinkedIn, and Facebook.

Forward Looking Statements Disclaimer

This news release contains forward-looking

statements. You can identify these statements by our use of words such as "may," "expect," "believe," "anticipate,"

"intend," "could," "estimate," "continue," "plans," or their negatives or cognates.

These statements are only estimates and predictions and are subject to known and unknown risks and uncertainties that may cause actual

future experience and results to differ materially from the statements made. These statements are based on our current beliefs and expectations

as to such future outcomes. Drug discovery and development involve a high degree of risk. Factors that might cause such a material difference

include, among others, uncertainties related to the ability to identify suitable collaborators, partners, licensees or purchasers for

our product candidates and, if we are able to do so, to enter into binding agreements with regard to any of the foregoing, or to raise

additional capital to support our operations, or our ability to fund our operations if we are unsuccessful with any of the foregoing.

A complete description of risks and uncertainties related to our business is contained in our periodic reports filed with the Securities

and Exchange Commission including our Form 10-K for the quarterly period ended March 31, 2026. These forward-looking statements

are made only as of the date hereof, and we disclaim any obligation to update any such forward-looking statements.

INVESTORS:

Anne Marie Fields

Precision AQ

212-362-1200

annemarie.fields@precisionaq.com

+++ TABLES TO

FOLLOW +++

CELLECTAR BIOSCIENCES, INC.

CONDENSED CONSOLIDATED

BALANCE SHEETS

March 31,

December 31,

2026

2025

ASSETS

CURRENT ASSETS:

Cash

and cash equivalents

$ 8,347,090

$ 13,196,033

Prepaid

expenses and other current assets

920,038

842,432

Total

current assets

9,267,128

14,038,465

Property, plant & equipment,

net

339,697

549,405

Operating lease right-of-use

asset

1,483,156

360,671

Other long-term

assets

29,780

TOTAL

ASSETS

$ 11,119,761

$ 14,978,321

LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT)

CURRENT LIABILITIES:

Accounts

payable and accrued liabilities

$ 4,724,826

$ 4,423,548

Warrant

liability

149,000

226,000

Lease

liability, current

—

100,189

Total

current liabilities

4,873,826

4,749,737

Lease liability,

net of current portion

1,528,825

309,397

TOTAL LIABILITIES

6,402,651

5,059,134

COMMITMENTS AND CONTINGENCIES

(Note 7)

MEZZANINE EQUITY:

Series D

preferred stock, 111.11 shares authorized, issued and outstanding as of March 31, 2026 and December 31, 2025

1,382,023

STOCKHOLDERS’ EQUITY:

Series E-2

preferred stock, 1,225.00 shares authorized; 35.60 shares issued and outstanding as of March 31, 2026 and December 31, 2025

520,778

Common

stock, $0.00001 par value; 170,000,000 shares authorized; 4,240,129 shares issued and outstanding as of March 31, 2026

and December 31, 2025

Additional

paid-in capital

277,601,713

277,149,844

Accumulated

deficit

(274,787,446 )

(269,133,500 )

Total stockholders’

equity (deficit)

3,335,087

8,537,164

TOTAL

LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 11,119,761

$ 14,978,321

CELLECTAR BIOSCIENCES, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS

Three

Months Ended March 31,

2026

2025

OPERATING EXPENSES:

Research

and development

$ 3,007,229

$ 3,427,095

General

and administrative

2,786,713

2,973,896

Total

operating expenses

5,793,942

6,400,991

LOSS FROM OPERATIONS

(5,793,942 )

(6,400,991 )

OTHER INCOME (EXPENSE):

Gain

(loss) on valuation of warrants

77,000

(340,000 )

Interest

income

62,996

136,962

Total

other income (expense)

139,996

(203,038 )

NET LOSS

$ (5,653,946 )

$ (6,604,029 )

NET LOSS PER SHARE — BASIC

AND DILUTED

$ (1.33 )

$ (4.30 )

WEIGHTED-AVERAGE

COMMON SHARES OUTSTANDING — BASIC AND DILUTED

4,240,129

1,535,995

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May 14, 2026

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration