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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

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
May 19, 2014
Author
Matthew Eckert
Form
CORRESP
Company
Cellectar Biosciences, Inc. (CLRB) (CIK 0001279704)

Letter

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

Show Raw Text
CORRESP
1
filename1.htm

        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