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SEC Comment Letter for Cellectar Biosciences, Inc. (CLRB) (CIK 0001279704) (CLRB) — May 23, 2016

Cellectar Biosciences, Inc. (CLRB) (CIK 0001279704)
Date: May 23, 2016 · CIK: 0001279704 · Accession: 0000000000-16-077465

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File numbers found in text: 001-36598

Date
May 23, 2016
Author
/s/ Erin K. Jaskot, for
Form
UPLOAD
Company
Cellectar Biosciences, Inc. (CLRB) (CIK 0001279704)

Letter

Mail Stop 4720 May 23, 2016 Chad J. Kolean Vice President, Chief Financial Officer and Treasurer Cellectar Biosciences, Inc. 3301 Agriculture Drive Madison, Wisconsin 53716

Re: Cellectar Biosciences, Inc. Form PRE 14A Filed May 13, 2016 File No. 001-36598

Dear Mr. Kolean :

We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circums tances , please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Proposal No. 4 Approval of the Issuance of Certain Warrants, . . . page 7

1. In connection with your P roposal No. 4 and Proposal N o. 5, please include in your filing the Warrant Restructuring Agreement. See Item 12(e) of Schedule 14A.

2. Please include in your filing the financial information required by Item 13 of Schedule 14A. See Item 11( e) and Item 12( f) of Schedule 14A.

We urge all persons who are responsib le for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possessi on of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Chad J. Kolean Cellectar Biosciences, Inc. May 23, 2016 Page 2

In responding to our comments, please provide a written statement from the company acknowledging that:

 the compan y is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Dorrie Yale at 202-551-8776 or Erin Jaskot, Special Counsel, at 202-551- 3442 with any questions.

Sincerely,
/s/ Erin K. Jaskot, for

Show Raw Text
Mail Stop 4720
May 23, 2016

Chad J. Kolean
Vice President, Chief Financial Officer and Treasurer
Cellectar Biosciences, Inc.
3301 Agriculture Drive
Madison, Wisconsin 53716

Re: Cellectar Biosciences, Inc.
 Form PRE 14A
Filed May 13, 2016
File No. 001-36598

Dear Mr. Kolean :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circums tances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Proposal No. 4
Approval of the Issuance of Certain Warrants, . . . page 7

1. In connection with your P roposal  No. 4 and Proposal N o. 5, please include in your filing
the Warrant Restructuring Agreement.  See Item 12(e) of Schedule 14A.

2. Please include in your filing the financial information required by Item 13 of Schedule
14A. See Item 11( e) and Item 12( f) of Schedule 14A.

We urge all persons who are responsib le for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possessi on of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Chad J. Kolean
Cellectar Biosciences, Inc.
May 23, 2016
Page 2

  In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the compan y is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Dorrie Yale at 202-551-8776  or Erin Jaskot, Special Counsel, at 202-551-
3442  with any questions.

Sincerely,

 /s/ Erin K. Jaskot, for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Paul Bork, Foley Hoag LLP