SEC Company Response from Cellectar Biosciences, Inc. (CLRB) (CIK 0001279704) (CLRB) — May 19, 2014
Cellectar Biosciences, Inc. (CLRB) (CIK 0001279704)
Date: May 19, 2014 · CIK: 0001279704 · Accession: 0001144204-14-032190
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Seaport World Trade Center
West
155 Seaport Boulevard
Boston, MA 02210-2600
617 832 1000 main
617 832 7000 fax
May 19, 2014
Matthew
Eckert
617 832 3057 direct
meckert@foleyhoag.com
Via Edgar
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549
Re: Cellectar Biosciences, Inc.
Registration Statement on Form S-1
Ladies and Gentlemen:
This letter constitutes supplemental correspondence
on behalf of Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), related to and filed together with
the Company’s Registration Statement on Form S-1 (the “Registration Statement”). The Registration Statement covers
a proposed underwritten public offering (the “Offering”) by the Company of combinations consisting of shares of the
Company’s common stock, par value $0.00001 per share (the “Common Stock”), and warrants to purchase shares of
common stock, for an aggregate purchase price of up to $20,000,000, plus an additional $3,000,000 of proceeds that may be received
pursuant to the exercise of a 45-day option to be granted to Aegis Capital Corp., the underwriter for the Offering, for purposes
of covering over-allotments. We are also registering the issuance of the shares of Common Stock issuable upon the due exercise
of the aforementioned warrants.
In relation to the Offering, the Company
is currently seeking shareholder approval to complete a reverse stock split at one of a number of ratios between 1:10 and 1:20,
to be selected by the Company’s board of directors. The purpose of the reverse split will be to increase the market price
per share of the Common Stock above the minimum required for listing on The Nasdaq Capital Market, which listing the Company intends
to secure in connection with the Offering. The Company would register under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), in connection with such listing. The Company currently reports pursuant to Section 15(d) of the Exchange
Act. In the event the Company elects to proceed with the reverse split, the disclosure in the Registration Statement will be updated
by pre-effective amendment to reflect the effects of the reverse split on, among other things, the Company’s capitalization
and per share financial data. The remaining terms of the offering, other than those that may be included by supplement pursuant
to Rule 424(b)(1) promulgated under the Securities Actof 1933, as amended, as well as the remaining required exhibits, will also
be included by pre-effective amendment.
ATTORNEYS AT LAW
BOSTON | WASHINGTON | EMERGING
ENTERPRISE CENTER | FOLEYHOAG.COM
Securities and Exchange Commission
May 19, 2014
Page 2
Should a member of the Staff have any questions
concerning this filing, it is requested that he or she contact the undersigned, Paul Bork, at (617) 832-1113, or in his absence,
the undersigned, Matthew Eckert, at (617) 832-3057.
Very
truly yours,
/s/
Matthew Eckert
Matthew Eckert
ME
Enclosures
cc: Ms. Joanne Protano
Mr. Paul Bork