8-K: Cellectar Biosciences Implements One-for-Thirty Reverse Stock Split

Cellectar Biosciences, Inc. has effected a one-for-thirty reverse stock split of its common stock, effective June 24, 2025, to consolidate shares and adjust its per-share price.

Summary

• Cellectar Biosciences, Inc. (the "Company") completed a one-for-thirty (1:30) reverse stock split of its common stock, par value $0.00001 per share.
• The reverse stock split became effective at 12:01 AM Eastern Time on June 24, 2025, through an amendment to the Company's Second Amended and Restated Certificate of Incorporation.
• No fractional shares were issued in connection with the Reverse Split; instead, the aggregate of all fractional shares will be sold by the transfer agent at prevailing market prices.
• Holders of record who would have received fractional shares will receive their pro rata share of the total net proceeds from the sale of these fractional interests.
• The total authorized shares of the Corporation remain 170,007,000, consisting of 170,000,000 shares of Common Stock and 7,000 shares of Preferred Stock, each with a par value of $0.00001 per share.

Sentiment

Score: 5

Explanation: The document is a factual report of a corporate action (reverse stock split) and does not contain language that expresses positive or negative sentiment. The action itself can have mixed market interpretations, but the filing is neutral.

Future Outlook

The document does not provide any forward-looking statements or guidance beyond the immediate effects of the reverse stock split.

Management Comments

• Chad J. Kolean, Chief Financial Officer and Corporate Secretary, signed the Amendment to the Certificate of Incorporation and the Form 8-K.

Industry Context

Reverse stock splits are a common corporate action, particularly for smaller biotechnology companies, often undertaken to increase the per-share price of their common stock to meet minimum bid price requirements for continued listing on exchanges like The Nasdaq Capital Market.

Corporate Governance

Stakeholder Impact

• Shareholders will hold fewer shares of common stock, but each share will represent a proportionally larger ownership interest and a higher per-share price.
• Shareholders who would have received fractional shares will receive cash proceeds from the sale of those fractions, rather than actual shares.

Next Steps

• The transfer agent will sell all fractional interests as soon as practicable after the effective time.
• The transfer agent will pay pro rata net proceeds from the sale of fractional interests to eligible holders of record.

Key Dates

Keywords

Cellectar Biosciences, Reverse Stock Split, Common Stock, Corporate Action, SEC Filing, 8-K, Share Consolidation, Biotechnology