SEC Comment Letter for Cellectar Biosciences, Inc. (CLRB) (CIK 0001279704) (CLRB) — Jan 15, 2015
Cellectar Biosciences, Inc. (CLRB) (CIK 0001279704)
Date: Jan. 15, 2015 · CIK: 0001279704 · Accession: 0000000000-15-002243
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File numbers found in text: 333-2014
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January 15, 2015 Via E -mail Simon Pedder, Ph.D. Cellectar Biosciences, Inc. President and Chief Executive Officer 3301 Agriculture Drive Madison, Wisconsin 53716 Re: Cellectar Biosciences, Inc. Registration Statement on Form S-3 Filed January 9 , 2015 File No. 333-2014 29 Dear Mr. Pedder : This is to advise you that we have not reviewed and will not review your registration statement . We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In the event you request acceleration of the effective date of the pending regist ration statement please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing ef fective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its f ull responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under Simon Pedder , Ph.D. Cellectar Biosciences, Inc. January 15, 2015 Page 2 the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities . You may contact Tara Keating Bro oks at (202) 551 -8336 or me at (202) 551 -3715 with any questions. Sincerely, /s/ Jeffrey P. Riedler Jeffrey P. Riedler Assistant Director cc: Via E -mail Paul Bork, Esq. Foley Hoag LLP