SEC Company Response from Cellectar Biosciences, Inc. (CLRB) (CIK 0001279704) (CLRB) — Nov 24, 2015
Cellectar Biosciences, Inc. (CLRB) (CIK 0001279704)
Date: Nov. 24, 2015 · CIK: 0001279704 · Accession: 0001144204-15-067788
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CORRESP
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Seaport West
155 Seaport Boulevard
Boston, MA 02210-2600
617 832 1000 main
617 832 7000 fax
November 24, 2015
Gabrielle A. Bernstein
617 832 1161 direct
gbernstein@foleyhoag.com
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549
Re:
Cellectar Biosciences, Inc. (CIK 0001279704)
Registration Statement on Form S-3
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-3 (the “Registration Statement”). The Registration Statement covers
the resale by the selling stockholders identified therein (the “Selling Stockholders”) of up to 1,500,000 shares of
the Company’s common stock, $0.00001 par value per share (“Common Stock”), issuable upon exercise of outstanding
warrants to purchase Common Stock (the “Warrants”). The Warrants were issued in a private placement which closed on
October 1, 2015. The Company was required to file this Registration Statement within 60 days after October 1, 2015 pursuant to
a registration rights agreement with the Selling Stockholders, even though the Warrants will not become exercisable until April
1, 2016.
Please direct any communications concerning
the Registration Statement to Paul Bork at (617) 832-1113, email—pbork@foleyhoag.com, or, in his absence, Daniel Clevenger
at (617) 832-1283, email—dclevenger@foleyhoag.com, or me at the telephone number and email address set forth above.
Sincerely,
/s/ Gabrielle
A. Bernstein
Gabrielle A. Bernstein
cc: Paul Bork, Esq.
Daniel Clevenger, Esq.