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
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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