On October 21, 2022 Cellectar Biosciences, Inc. (NASDAQ: CLRB), a late-stage clinical biopharmaceutical company focused on the discovery, development and commercialization of drugs for the treatment of cancer, reported that it has entered into definitive agreements with several institutional investors (the "Investors") for the purchase of 3,275,153 shares of the company’s common stock at $2.085 per share in a registered direct offering and warrants to purchase up to an aggregate of 3,275,153 shares of common stock in a concurrent private placement priced at-the-market under Nasdaq rules (Press release, Cellectar Biosciences, OCT 21, 2022, View Source [SID1234622345]).

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In a separate concurrent private placement transaction, Cellectar has agreed to sell pre-funded warrants to purchase up to an aggregate of 1,875,945 shares of common stock and warrants to purchase up to an aggregate of 1,875,945 shares of common stock.

The warrants will be immediately exercisable at an exercise price of $1.96 per share and will expire on the fifth anniversary of the closing date. The purchase price of each pre-funded warrant will be $2.08499 and the pre-funded warrants will be immediately exercisable at an exercise price of $0.00001 per share and will not expire until exercised in full.

The registered direct offering and private placements are expected to result in total gross proceeds of approximately $10.7 million before deducting estimated offering expenses. The company intends to use the net proceeds from the registered direct offering and the private placements for funding clinical studies, research and development, working capital and general corporate purposes.

Oppenheimer & Co. Inc. served as sole placement agent for the transaction. The registered direct offering and private placements are expected to close on October 25, 2022, subject to customary closing conditions.

The registered direct offering described above is being made pursuant to a Registration Statement previously filed with and subsequently declared effective by the Securities and Exchange Commission ("SEC"). Copies of the prospectus supplement, when available, and the accompanying base prospectus relating to the registered direct offering may be obtained from Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY, 10004, by telephone at (212) 667-8055, or by email at [email protected], or by accessing the SEC’s website, www.sec.gov.

The pre-funded warrants, warrants and shares of common stock issuable upon the exercise of warrants or pre-funded warrants were offered pursuant to the exemption from registration afforded by Section 4(a)(2) under the Securities Act of 1933, as amended (the "Act") and Regulation D promulgated thereunder. Such warrants, pre-funded warrants, and shares of common stock issuable upon exercise of the warrants and the pre-funded warrants have not been registered under the Act or applicable state securities laws, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement registering for resale the shares of common stock issuable upon exercise of the warrants and the pre-funded warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.