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SEC Company Response from Cellectar Biosciences, Inc. (CLRB) (CIK 0001279704) (CLRB) — Jun 30, 2016

Cellectar Biosciences, Inc. (CLRB) (CIK 0001279704)
Date: June 30, 2016 · CIK: 0001279704 · Accession: 0001144204-16-110980

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File numbers found in text: 333-175284, 333-180631, 333-185053, 333-196091

Date
June 30, 2016
Author
/s/ Paul Bork
Form
CORRESP
Company
Cellectar Biosciences, Inc. (CLRB) (CIK 0001279704)

Letter

Seaport West

155 Seaport Boulevard

Boston, MA 02210-2600

617 832 1000 main

617 832 7000 fax

June 30, 2016 Paul Bork

617 832 1113 direct

pbork@foleyhoag.com

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Re:

Cellectar Biosciences, Inc.

Post-Effective Amendment No. 1 to

Registration Statement on Form S-1 (No. 333-196091)

Ladies and Gentlemen:

This letter constitutes supplemental correspondence on behalf of Cellectar Biosciences, Inc., a Delaware Corporation (the “Company”) with respect to the Company’s filing of Post-Effective Amendment No. 1 to its Registration Statement on Form S-1 (No 333-196091). The Registration Statement was declared effective on August 14, 2014 and related to an underwritten offering of shares of its common stock and warrants to purchase shares of common stock. The Post-Effective Amendment No. 1 relates to the issuance of common stock upon exercise of said warrants.

In addition, the Post-Effective Amendment constitutes, pursuant to Rule 429, a second Post-Effective Amendment to the Company’s Registration Statements on Form S-1 No. 333-175284, No. 333-180631 and No. 333-185053, which were filed in July, 2011, April, 2012 and November 2012, respectively.

The Prospectus included in Post-Effective Amendment No. 1 also related to the issuance of common stock upon the exercise of warrants issued in the registered prior offerings.

Please be advised that the email address of the Company’s CEO, James Caruso is jcaruso@cellectar.com. My email address is pbork@foleyhoag.com.

ATTORNEYS AT LAW BOSTON | NEW YORK | PARIS | WASHINGTON | FOLEYHOAG.COM

United States Securities and Exchange Commission

June 30, 2016

Page 2

Should the Staff have any comments or questions, please direct them to me at 617-832-1113 or in my absence to Gabrielle Bernstein, Esq. at 617-832-1161.

Very truly yours,
/s/ Paul Bork

Show Raw Text
CORRESP
1
filename1.htm

        Seaport West

        155 Seaport Boulevard

        Boston, MA 02210-2600

        617 832 1000 main

        617 832 7000 fax

    June 30, 2016
    Paul Bork

        617 832 1113 direct

        pbork@foleyhoag.com

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

    Re:

        Cellectar Biosciences, Inc.

        Post-Effective Amendment No. 1 to

        Registration Statement on Form S-1 (No. 333-196091)

Ladies and Gentlemen:

This letter constitutes supplemental correspondence
on behalf of Cellectar Biosciences, Inc., a Delaware Corporation (the “Company”) with respect to the Company’s
filing of Post-Effective Amendment No. 1 to its Registration Statement on Form S-1 (No 333-196091). The Registration Statement
was declared effective on August 14, 2014 and related to an underwritten offering of shares of its common stock and warrants to
purchase shares of common stock. The Post-Effective Amendment No. 1 relates to the issuance of common stock upon exercise of said
warrants.

In addition, the Post-Effective Amendment
constitutes, pursuant to Rule 429, a second Post-Effective Amendment to the Company’s Registration Statements on Form S-1
No. 333-175284, No. 333-180631 and No. 333-185053, which were filed in July, 2011, April, 2012 and November 2012, respectively.

The Prospectus included in Post-Effective
Amendment No. 1 also related to the issuance of common stock upon the exercise of warrants issued in the registered prior offerings.

Please be advised that the email address
of the Company’s CEO, James Caruso is jcaruso@cellectar.com. My email address is pbork@foleyhoag.com.

    ATTORNEYS AT LAW
    BOSTON   |
      NEW YORK   |   PARIS   |   WASHINGTON   |   FOLEYHOAG.COM

United States Securities and Exchange Commission

June 30, 2016

Page 2

Should the Staff have any comments or questions,
please direct them to me at 617-832-1113 or in my absence to Gabrielle Bernstein, Esq. at 617-832-1161.

Very truly yours,

/s/ Paul Bork

Paul Bork

PB:lmr

cc: Mr. James Caruso