Form 8-K

8-K — Cellectar Biosciences, Inc.

Accession: 0001104659-26-057460

Filed: 2026-05-08

Period: 2026-05-04

CIK: 0001279704

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2613728d1_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (tm2613728d1_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2613728d1_ex4-2.htm)

EX-4.3 — EXHIBIT 4.3 (tm2613728d1_ex4-3.htm)

EX-4.4 — EXHIBIT 4.4 (tm2613728d1_ex4-4.htm)

EX-4.5 — EXHIBIT 4.5 (tm2613728d1_ex4-5.htm)

EX-5.1 — EXHIBIT 5.1 (tm2613728d1_ex5-1.htm)

EX-10.1 — EXHIBIT 10.1 (tm2613728d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2613728d1_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2613728d1_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (tm2613728d1_ex10-4.htm)

EX-10.5 — EXHIBIT 10.5 (tm2613728d1_ex10-5.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2613728d1_8k.htm · Sequence: 1

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0001279704

2026-05-04

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington, DC 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 4, 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)

(I.R.S. Employer Identification

Number)

100

Campus Drive, Florham Park, NJ, 07932

(Address of Principal Executive Offices) (Zip

Code)

(608) 441-8120

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed

Since Last Report)

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

NASDAQ

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:

¨ 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))

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange

Act of 1934.

¨ Emerging

growth company

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

Registered Direct Offering

and Concurrent Private Placement

On May 4, 2026, Cellectar

Biosciences, Inc., a Delaware corporation (the “Company”) entered into a securities purchase agreement with certain institutional

investors (the “Investor Purchaser Agreement”), to issue and sell in a registered direct offering (the “Registered Offering”)

1,618,053 shares (the “Registered Shares”) of the Company’s common stock, $0.00001 par value per share (the “Common

Stock”)

The Registered Offering was

made pursuant to the Company’s existing shelf registration statement on Form S-3 (File No. 333-279731) filed by the Company

with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities

Act”), which was filed on May 24, 2024 and declared effective by the SEC on July 23, 2024, and a prospectus supplement

dated May 4, 2026.

In a concurrent private placement

pursuant to the Investor Purchase Agreement (the “Private Placement” and, together with the Registered Offering, the “Offering”)

and pursuant to an additional securities purchase agreement with certain members of the executive management team of the Company (the

“Management Purchase Agreement” and together with the Investor Purchase Agreement, the “Purchase Agreements”),

the Company agreed to issue and sell (i) 2,116,887 shares of Common Stock (the “Unregistered Shares”, and together with

the Registered Shares, the “Shares”), (ii) Pre-Funded Warrants to purchase 9,471,086 shares of Common Stock (the “Pre-Funded

Warrants”, and the shares issuable upon exercise of the Pre-Funded Warrants, the “Pre-Funded Warrant Shares”) and (iii) 13,206,026

each of milestone based Tranche A, Tranche B and Tranche C Warrants (“Milestone Warrants”, and the shares issuable upon exercise

of the Milestone Warrants, together with the Pre-Funded Warrant Shares, the “Warrant Shares”).

The Milestone Warrants will

be exercisable upon approval by the Company’s stockholders, are callable by the Company upon the achievement of certain events and

have the following terms:

Tranche A Warrant shall have

a one-year term from the date of stockholder approval and have an exercise price of $2.65. The company may call the Tranche A Warrant

after the initiation of the Randomized Confirmatory Pivotal Clinical Trial (defined as enrollment of the first patient in the study) for

iopofosine I 131 and the price of the common stock exceeds 130% of the exercise price for 20 consecutive trading days, with average daily

volume of at least $500,000.

Tranche B Warrant shall have

a two-year term from the date of stockholder approval and have an exercise price of $2.65. The company may call the Tranche B Warrant

for cash after the acceptance for review of the New Drug Application (“NDA”) for iopofosine I 131 with the U.S. Food and Drug

Administration (“FDA”) and the price of the common stock exceeds 130% of the exercise price for 20 consecutive trading days,

with average daily volume of at least $500,000.

Tranche C Warrant shall have

five-year term from the date of stockholder approval and have an exercise price of $2.65. The company may call the Tranche C Warrant for

cash after the approval of the NDA for iopofosine I 131 with the FDA and the price of the common stock exceeds 130% of the exercise price

for 20 consecutive trading days, with average daily volume of at least $500,000.

Pursuant to the Management

Purchase Agreement, certain members of the executive management team of the Company have agreed to participate in the Private Placement

at a purchase price of $2.88 per share of Common Stock and accompanying milestone-based Tranche A, Tranche B and Tranche C Warrants with

an exercise price of $2.88 per share. All other terms of the Milestone Warrants are identical to those being purchased by the institutional

investors.

The Unregistered Shares, the

Pre-Funded Warrants and the Milestone Warrants issued and sold in the Private Placement have not been registered with the SEC. Accordingly,

the Unregistered Shares, the Pre-Funded Warrants and the Milestone Warrants, and the Warrant Shares underlying the Pre-Funded Warrants

and the Milestone Warrants and issuable upon the exercise of the Pre-Funded Warrants and the Milestone Warrants, may not be offered or

sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements

of the Securities Act and such applicable state securities laws.

The Purchase Agreements contain

customary representations, warranties and agreements by the Company, customary indemnification obligations of the Company, including for

liabilities under the Securities Act, and other customary obligations of the parties. The representations, warranties and covenants contained

in the Purchase Agreements were made only for purposes of such Purchase Agreements and as of specific dates, were solely for the benefit

of the parties to such Purchase Agreements and may be subject to limitations agreed upon by the contracting parties.

Registration Rights Agreement

In connection with the Private

Placement, on May 4, 2026, the Company entered into a registration rights agreement (the “Registration Rights Agreement”)

with certain investors pursuant to which the Company has agreed to file a registration statement (the “Registration Statement”)

to register the resale of the Unregistered Shares and the Warrant Shares no later than May 19, 2026 and to use best efforts to cause

such Registration Statement to become effective as promptly as possible after the filing thereof, but in any event to have such Registration

Statement declared effective no later than 60 days after May 4, 2026. The Registration Rights Agreement contains customary representations,

warranties and agreements by the Company and customary penalties for failure to timely have the registration statement timely filed or

declared effective.

Placement Agency Agreement

In connection with the Offering,

on May 4, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Ladenburg

Thalmann & Co. Inc. (the “Placement Agent”), pursuant to which the Company engaged the Placement Agent as the sole

placement agent for the Company in connection with the Offering. The Company will pay the Placement Agent (i) a cash fee equal to

8.0% of the aggregate gross proceeds received by the Company from the sale of the Shares, the Milestone Warrants and the Pre-Funded Warrants

in the Offering, (ii) such number of Common Stock purchase warrants (the “Placement Agent Warrants”) to purchase shares

of Common Stock equal to 6.0% of the aggregate number of Shares and Pre-Funded Warrants sold in the Offering and (iii) a cash fee

equal to 4.0% of the gross proceeds received by the Company from the cash exercise of any Milestone Warrants sold in the Private Placement.

The Company also agreed to reimburse the Placement Agent for certain of its expenses in an aggregate amount up to $110,000. The Placement

Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, and customary

indemnification obligations of the Company, including for liabilities under the Securities Act, other obligations of the parties, and

termination provisions.

Board Designation Side

Letter

In connection with the Investor

Purchaser Agreement, on May 4, 2026, the Company entered into a letter agreement (the “Board Designation Side Letter”,

together with the Purchase Agreements, the Registration Rights Agreement and the Placement Agency Agreement, the “Transaction Documents”)

with Nantahala Capital Management, LLC (“Nantahala”) pursuant to which the Company will, subject to approval by the Board

of Directors of the Company (which approval shall not be unreasonably withheld, conditioned or delayed), appoint one individual selected

by Nantahala (the “Board Designee”) to the Company’s Board of Directors. The Board Designee must be selected by Nantahala

no later than June 5, 2026. The Board Designee must at the time of nomination qualify as “independent” pursuant to applicable

SEC and Trading Market (as defined in the Investor Purchaser Agreement) rules and be eligible under the Delaware General Corporation

Law and the rules and policies of any Trading Market to serve as a director of the Company. The Board Designee must at all times

satisfy all applicable requirements regarding service as a director of the Company under applicable law and SEC and Trading Market rule.

The gross proceeds to the

Company from the Offering, excluding any future proceeds from the exercise of the Pre-Funded Warrants and/or Milestone Warrants, are expected

to be approximately $35 million, before deducting the Placement Agent’s fees and other estimated offering expenses payable by the

Company. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes, including to

support its plans to initiate a Phase 3 trial of iopofosine I 131 for the treatment of Waldenström macroglobulinemia (“WM”)

patients.

Upon the issuance of the Shares

in connection with the Offering, the Company will have 7,975,069 shares of Common Stock outstanding, excluding any shares of Common Stock

issuable upon the exercise of any of the Pre-Funded Warrants, the Milestone Warrants or the Placement Agent Warrants.

The Offering closed on May 6,

2026.

The foregoing description

of the Transaction Documents, the Pre-Funded Warrants, the Milestone Warrants and the Placement Agent Warrants is not complete and is

qualified in its entirety by reference to the full text of the applicable Transaction Documents, the Pre-Funded Warrants and the Milestone

Warrants, copies of which are filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 10.1, 10.2, 10.3, 10.4 and 10.5 to this report and are incorporated

by reference herein. A copy of the opinion of Sidley Austin LLP, counsel to the Company, relating to the shares of Common Stock to be

issued in the Registered Offering is attached as Exhibit 5.1 to this report.

Item 3.02

Unregistered Sales of Equity Securities.

The Company issued the Unregistered

Shares, the Pre-Funded Warrants and the Milestone Warrants issued in the Private Placement pursuant to the exemption from the registration

requirements of the Securities Act of 1933, as amended (the “Securities Act”), available under Section 4(a)(2) and/or

Rule 506(b) of Regulation D promulgated thereunder. The description of the Pre-Funded Warrants and the Milestone Warrants under

Item 1.01 of this Form 8-K is incorporated by reference herein. The forms of the Pre-Funded Warrants and Milestone Warrants have

been filed as an exhibit to this Form 8-K and are incorporated by reference herein.

Item 8.01

Other Events.

On May 5, 2025, the

Company reported positive 12-month follow-up data from its Phase 2b CLOVER WaM clinical trial evaluating iopofosine I 131 in patients

with relapsed or refractory (r/r) WM. The Company announced that 83.6% Overall Response Rate (“ORR”) and 61.8% Major Response

Rate (“MRR”) were observed in the heavily pretreated population with median duration of response of 17.8 months. A summary

of the efficacy results in the per protocol study population (n=55) is below:

· ORR: 83.6%

· MRR: 61.8% (primary endpoint achieved)

· Median Duration of Response (DoR): 17.8 months

(secondary endpoint achieved)

· Median Progression-Free Survival (PFS): 13.5

months

· Very Good Partial Response/Complete Response

Rate: 14.5%

· Disease Control Rate: 98.2%

Additionally, summaries of

the efficacy results in BTKi-exposed and BTKi-refractory subsets of the trial population are below:

BTKi-Exposed Patients (n=39):

· MRR: 64.1%

· Median DoR: 18.2 months

· Median PFS: 15.9 months

BTKi-Refractory Patients

(n=33):

· MRR: 63.6%

· Median DoR: 18.2 months

· Median PFS: 14.8 months

In the trial, observed adverse

events were transient and there were no significant bleeding events and low rates of infection (<10%). Cytopenias were the most common

treatment-emergent adverse events. Non-hematologic toxicities were primarily low grade (Grade <2).

Forward Looking Statements

This Report on Form 8-K

contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of

1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs or expectations,

but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond

the Company’s control. For this reason, among others, you should not place undue reliance upon the Company’s forward looking

statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order

to reflect any event or circumstance that may arise after the date of this Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit

Number

Description

4.1

Form of Pre-Funded Common Stock Purchase Warrant

4.2

Form of Series A Common Stock Purchase Warrant

4.3

Form of Series B Common Stock Purchase Warrant

4.4

Form of Series C Common Stock Purchase Warrant

4.5

Form of Placement Agent Warrant

5.1

Opinion of Sidley Austin LLP

10.1

Form of Securities Purchase Agreement, dated May 4, 2026, by and among the Company and the institutional investors identified on the signatures pages thereto

10.2

Form of Securities Purchase Agreement, dated May 4, 2026, by and among the Company and the members of management identified on the signatures pages thereto

10.3

Form of Registration Rights Agreement, dated May 4, 2026, by and among the Company and the investors identified on the signature pages thereto

10.4

Form of Placement Agency Agreement, dated May 4, 2026, by and between the Company and Ladenburg Thalmann & Co. Inc.

10.5

Letter Agreement, dated May 4, 2026, by and between the Company and Nantahala Capital Management, LLC

23.1

Consent of Sidley Austin LLP (included in Exhibit 5.1)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

CELLECTAR BIOSCIENCES, INC.

Date: May 8, 2026

By:

/s/ Chad J. Kolean

Name:

Chad J. Kolean

Title:

Chief Financial Officer

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2613728d1_ex4-1.htm · Sequence: 2

Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH

THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE

IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,

ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN

CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PRE-FUNDED COMMON STOCK PURCHASE WARRANT

cellectar

biosciences, inc.

Warrant Shares: [______]

Initial Exercise Date: [_______], 2026

THIS PRE-FUNDED COMMON STOCK

PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination

Date”) but not thereafter, to subscribe for and purchase from Cellectar Biosciences, Inc., a Delaware corporation (the

“Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of

Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in

Section 2(b).

Section 1. Definitions.

In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Bid Price”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed

or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading

Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New

York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average

price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock

is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market

(or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common

Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser

selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,

the fees and expenses of which shall be paid by the Company.

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized

or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally

are open for use by customers on such day.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.00001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Subsidiary”

means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed

or acquired after the date hereof.

“Trading

Day” means a day on which the Common Stock is traded on a Trading Market.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock

Exchange, the OTCQB or the OTCQX (or any successors to any of the foregoing).

“Transfer

Agent” means Equiniti Trust Company, LLC, the current transfer agent of the Company, and any successor transfer agent of the

Company.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed

or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30

a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume

weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if

the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the

Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per

share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined

by an independent appraiser selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably

acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Warrants”

means this Warrant and other Pre-Funded Common Stock purchase warrants issued by the Company on or about the date hereof.

Section 2.               Exercise.

a)             Exercise

of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on

or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted

by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within

the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as

defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise

Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States

bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise.

No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of

any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender

this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised

in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable after

the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of

a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant

Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall

maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection

to any Notice of Exercise on the Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant,

acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder,

the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b)             Exercise

Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.00001 per Warrant Share, was pre-funded

to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exercise

price of $0.00001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant.

The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any

circumstance or for any reason whatsoever. The remaining unpaid exercise price per share of Common Stock under this Warrant shall be

$0.00001, subject to adjustment hereunder (the “Exercise Price”).

c)             Cashless

Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in

which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A),

where:

(A) = as applicable: (i) the VWAP on the

Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice

of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof

on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof

on a Trading Day prior to the close of “regular trading hours” (as defined in

Rule 600(b) of Regulation NMS promulgated under the federal securities laws) until

the close of “regular trading hours” on such Trading Day or (ii) the VWAP

on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is

a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof

after the close of “regular trading hours” on such Trading Day;

(B) =

the Exercise Price of this Warrant, as adjusted

hereunder; and

(X) =

the number of Warrant Shares that would be issuable

upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather

than a cashless exercise.

If Warrant Shares

are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities

Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period

of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

d) Mechanics of Exercise.

i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased

hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s

balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if

the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance

of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant Shares are eligible for resale by the Holder

without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by

physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the

number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice

of Exercise by the date that is the earlier of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise

and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of

Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall

be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has

been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other

than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number

of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason

to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay

to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based

on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day for each Trading Day after such

Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a

transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein,

“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s

primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

ii.             Delivery

of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and

upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing

the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects

be identical with this Warrant.

iii.             Rescission

Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by

the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv.             Compensation

for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if

the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above

pursuant to an exercise on or before the Warrant Share Delivery Date and the Holder has paid any required Exercise Price for the portion

of this Warrant being exercised on or prior to such Warrant Share Delivery Date (or utilized cashless exercise, if available), and if

after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage

firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder

anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the

amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of

Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was

required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise

to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent

number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to

the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery

obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with

respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000,

under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide

the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence

of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder,

at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s

failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

v.             No

Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this

Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,

at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the

Exercise Price or round up to the next whole share.

vi.             Charges,

Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental

expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant

Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,

that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for

exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as

a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all

Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another

established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii.             Closing

of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,

pursuant to the terms hereof.

e)             Holder’s

Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise

any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise

as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting

as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,

the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number

of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant

beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised

or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject

to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its

Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial

ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated

thereunder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of

the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the

number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the

Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement

by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common

Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in

writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common

Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the

Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported.

The “Beneficial Ownership Limitation” shall be 4.99% (or upon election by a Holder prior to the issuance of any Warrants,

9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock

issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation

provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares

of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant

held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership

Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph

shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct

this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein

contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained

in this paragraph shall apply to a successor holder of this Warrant.

Section 3.               Certain

Adjustments.

a)             Stock

Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes

a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of

Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this

Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way

of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of

shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction

of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before

such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the

number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this

Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the

record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately

after the effective date in the case of a subdivision, combination or re-classification.

b)             Subsequent

Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues

or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders

of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the

terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the

number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof,

including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant,

issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common

Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s

right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder

shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as

a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until

such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c)             Pro

Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution

of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including,

without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,

corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after

the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent

that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise

of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)

immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the

record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however,

to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership

Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of

any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance

for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership

Limitation).

d)             Fundamental

Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related

transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary,

directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially

all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange

offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender

or exchange their shares for other securities, cash or property and has been accepted by the holders of greater than 50% of the outstanding

Common Stock and greater than 50% of the voting power of all outstanding securities with voting rights, on an as-converted basis, of the

Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization

or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into

or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions

consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,

spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires greater

than 50% of the outstanding Common Stock and greater than 50% of the voting power of all outstanding securities with voting rights, on

an as-converted basis, of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this

Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately

prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on

the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it

is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result

of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately

prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For

purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration

based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the

Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any

different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property

to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives

upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental

Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations

of the Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements in form

and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental

Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity

evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding

number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable

and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental

Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account

the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock,

such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant

immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to

the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so

that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall

refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations

of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. For the avoidance

of doubt, if, at any time while this Warrant is outstanding, a Fundamental Transaction occurs, pursuant to the terms of this Section 3(d),

the Holder shall not be entitled to receive more than one of (i) the consideration receivable as a result of such Fundamental Transaction

by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction,

or (ii) the assumption by the Successor Entity of all of the obligations of the Company under this Warrant and the option to receive

a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant.

e)             Calculations.

All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For

purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be

the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

f)             Notice

to Holder.

i.             Adjustment

to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly

deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number

of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii.             Notice

to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the

Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the

Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of

capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection

with any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party,

any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted

into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation

or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its

last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record

or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,

distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock

of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on

which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the

date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock

for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange;

provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the

corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains,

material, non-public information regarding the Company or any of the Subsidiaries, the Company shall promptly file such notice with the

Commission pursuant to a Current Report on Form 8-K or other method permitted by Regulation FD promulgated under the Exchange Act.

The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date

of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4.               Transfer

of Warrant.

a)             Transferability.

Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including, without limitation, any registration

rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated

agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its

agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if

required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable,

and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing

the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary,

the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full,

in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder

delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may

be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b)             New

Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,

together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or

its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,

the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance

with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date of this Warrant and shall be

identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c)             Warrant

Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant

Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder

of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other

purposes, absent actual notice to the contrary.

d)             Representation

by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise

hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or

reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant

to sales registered or exempted under the Securities Act.

Section 5.               Miscellaneous.

a)             No

Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends

or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly

set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant

to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in

no event shall the Company be required to net cash settle an exercise of this Warrant.

b)             Loss,

Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory

to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case

of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include

the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make

and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c)             Saturdays,

Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or

granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business

Day.

d)             Authorized

Shares.

The Company covenants

that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number

of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further

covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the

necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action

as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,

or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares

which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented

by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable

and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any

transfer occurring contemporaneously with such issue).

Except and to the

extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate

of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or

any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all

times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate

to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the

Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately

prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly

and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable

efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may

be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any

action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,

the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory

body or bodies having jurisdiction thereof.

e)             Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and

construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of

law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders,

partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.

Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough

of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed

herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally

subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.

Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding

by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address

in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and

notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted

by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in

such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and

expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

f)             Restrictions.

The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not

utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g)             Nonwaiver

and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as

a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this

Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages

to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but

not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts

due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h)             Notices.

Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice

of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service, addressed

to the Company, at 100 Campus Drive, Florham Park, NJ 07932, Attention: Chad Kolean, CFO and Corporate Secretary, email address: ckolean@cellectar.com,

or such other email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other

communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, or sent

by a nationally recognized overnight courier service addressed to each Holder at the e-mail address or address of such Holder appearing

on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest

of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this

Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission,

if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section on a day that is not a Trading

Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing,

if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is

required to be given. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding

the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on

Form 8-K.

i)             Limitation

of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant

Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase

price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the

Company.

j)             Remedies.

The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific

performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss

incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any

action for specific performance that a remedy at law would be adequate.

k)             Successors

and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the

benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.

The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable

by the Holder or holder of Warrant Shares.

l)             Amendment.

Other than Section 2(e) above and this Section 5(l), which may not be amended, modified or waived, this Warrant may be

modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

m)             Severability.

Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,

but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the

extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n)             Headings.

The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company

has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

cellectar biosciences, inc.

By:

Name:

Title:

NOTICE OF EXERCISE

To:       cellectar

biosciences, inc.

(1)            The

undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised

in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)            Payment

shall take the form of (check applicable box):

[ ] in lawful money of the United States;

[ ] if permitted the cancellation of

such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with

respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3)            Please

issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following

DWAC Account Number:

_______________________________

(4) Accredited Investor.

The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name of Investing Entity:

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this

form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and

all rights evidenced thereby are hereby assigned to

Name:

(Please

Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated:

_______________ __, ______

Holder’s

Signature: __________________________________

Holder’s

Address: __________________________________

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2613728d1_ex4-2.htm · Sequence: 3

Exhibit 4.2

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH

THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE

IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,

ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN

CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

SERIES A COMMON STOCK PURCHASE WARRANT

cellectar

biosciences, inc.

Warrant Shares and/or Pre-Funded Warrants: [______]

Issue Date: May [__], 2026

THIS SERIES A COMMON STOCK PURCHASE

WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

the date on which the Requisite Stockholder Approval is obtained (the “Initial Exercise Date”) and on or prior to 5:00

p.m. (New York City time) on the date that is one year following the Initial Exercise Date (the “Termination Date”)

but not thereafter, to subscribe for and purchase from Cellectar Biosciences, Inc., a Delaware corporation (the “Company”),

up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock and/or Pre-Funded

Warrants. The purchase price of one share of Common Stock or one Pre-Funded Warrant under this Warrant shall be equal to the applicable

Exercise Price, as defined in Section 2(b).