false --12-31 2022 FY 0001279704

 0001279704

 2023-01-01
 2023-12-31

 0001279704

 2023-06-30

 0001279704

 2024-03-21

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 Amendment No. 1

 x

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
 OF 1934

 For the fiscal year ended December
31, 2023

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 ACT OF 1934

 For the transition period from ______ to ______

 Commission File Number 001-36598

 CELLECTAR BIOSCIENCES, INC.

 (Exact name of registrant as specified in its
charter)

 Delaware

 04-3321805

 (State
 or other jurisdiction of

 incorporation or organization)

 (IRS Employer

 Identification Number)

 100 Campus
 Drive

 Florham Park, New Jersey

 07932

 (Address of principal executive
 offices)

 (Zip Code)

 ( 608) 441-8120

 (Registrant's telephone number, including
area code)

 Securities registered pursuant to Section 12(b) of
the Act:

 Title of Each
 Class

 Trading

 Symbol(s)

 Name
 of Each Exchange

 on Which Registered

 Common Stock, par value $0.00001

 CLRB

 Nasdaq Capital Market

 Securities registered pursuant to Section 12(g) of
the Act:

None

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
 x

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No x

 Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject
to such filing requirements for the past 90 days. Yes x No

 Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company"
and "emerging growth company" in Rule 12b-2 of the Exchange Act. Yes No

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer x

 Smaller reporting company

 x

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of
the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an
error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes No x

 The aggregate market value of the registrant's
voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold,
or the average bid and asked price of such common equity, as of June 30, 2023, was $ 18,922,339.

 As of March 21, 2024, there were 32,260,510
shares of the registrant's $0.00001 par value common stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 Portions of the registrant's definitive proxy statement for the registrant's 2024 Annual Meeting of Stockholders are incorporated by reference
in Part III of the annual report on Form 10-K. The definitive proxy statement will be filed with the U.S. Securities and Exchange Commission
within 120 days after the end of the fiscal year covered by the annual report on Form 10-K.

 Auditor Name

 Auditor Location

 Auditor Firm ID

 Baker Tilly US, LLP

 Philadelphia, PA

 EXPLANATORY NOTE

 This Amendment No. 1 on Form
10-K/A ("Amendment No. 1") is being filed to amend our Annual Report on Form 10-K for the year ended December 31, 2023 (the
"Original Filing"), filed with the U.S. Securities and Exchange Commission on March 27, 2024 (the "Original Filing Date").
The sole purpose of this Amendment No. 1 is to append Exhibits 3.9, 3.10, 3.11, 3.13, 3.14, 3.15, 3.16, 3.17, 4.4, 4.5, 10.18, 10.19,
10.20, 10.29, 10.30, 10.31, 10.32, 10.33 and 97, which were inadvertently omitted from the Original Filing, and to correct Exhibit 3.9
of the Original Filing. Except as described above, no changes have been made to the Original Filing and this Amendment No. 1 does not
modify, amend or update in any way any of the financial or other information contained in the Original Filing. Part IV of the Original
Filing is also amended to add new certifications in accordance with Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

 Item 15.
 Exhibits, Financial Statement Schedules.

 (a)
 Documents filed with this annual report on Form 10-K.

 (1)

 Financial Statements

 i.
 All financial statements of the Company as set forth under Item 8 of the Original Filing.

 (2)

 Exhibits – The exhibits to this annual report on Form 10-K are listed on the Exhibit Index below.

 EXHIBIT INDEX

 Incorporated by Reference

 Exhibit
 No.

 Description

 Form

 Filing Date

 Exhibit
 No.

 2.1

 Agreement and Plan of Merger by and among Novelos Therapeutics, Inc., Cell Acquisition Corp. and Cellectar, Inc. dated April 8, 2011

 April 11, 2011

 2.1

 3.1

 Second Amended and Restated Certificate of Incorporation

 April 11, 2011

 3.1

 3.2

 Certificate of Ownership and Merger of Cellectar Biosciences, Inc. with and into Novelos Therapeutics, Inc.

 February 13, 2014

 3.1

 3.3

 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation

 June 13, 2014

 3.1

 3.4

 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation

 June 19, 2015

 3.2

 3.5

 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation

 March 4, 2016

 3.1

 3.6

 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation

 June 1, 2017

 3.2

 3.7

 Certificate of Amendment of Second Amended and Restated Certificate of Incorporation

 July 13, 2018

 3.1

 3.8

 Certificate of Amendment of Second Amended and Restated Certificate of Incorporation

 February 25, 2021

 3.1

 3.9

 Certificate of Correction of Certificate of Amendment of Second Amended and Restated Certificate of Incorporation

 May 10, 2022

 3.1

 3.10

 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation

 July 21, 2022

 3.1

 3.11

 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation

 October 27, 2023

 3.1

 3.12

 Amended and Restated By-laws

 November 29, 2022

 3.1

 3.13

 Form of Certificate of Designation of Series D Preferred Stock certificate

 December 28, 2020

 3.1

 3.14

 Certificate of Elimination of the Series A Convertible Preferred Stock, the Series B Convertible Preferred Stock and the Series C Convertible Preferred Stock

 3.1

 3.15

 Amendment No. 1 to Certificate of Designation of the Series D Preferred Stock

 3.2

 3.16

 Certificate of Designation of Preferences, Rights and Limitations of the Series E Convertible Voting Preferred Stock

 3.3

 4.1

 Form of common stock certificate

 S-1/A

 November 9, 2011

 4.1

 4.2

 Form of Series D Preferred Stock certificate

 December 28, 2020

 4.1

 4.3

 Description of Securities Registered under Section 12(b) of the Securities Exchange Act of 1934

 4.4

 Form of Tranche A Warrant

 4.1

 4.5

 Form of Tranche B Warrant

 4.2

 10.1

 Form of Restricted Common Stock Agreement**

 August 14, 2017

 10.1

 10.2

 Form of Series D Common Stock Purchase Warrant

 October 11, 2017

 4.1

 10.3

 Registration Rights Agreement, dated as of October 10, 2017, by and among Cellectar Biosciences, Inc. and the Purchasers

 October 11, 2017

 10.2

 10.4

 Form of Non-Statutory Stock Option**

 S-8

 November 9, 2017

 10.2

 10.5

 Stock Option Agreement with James V. Caruso**

 S-8

 November 9, 2017

 10.4

 10.6

 Stock Option Agreement with Jarrod Longcor**

 S-8

 November 9, 2017

 10.5

 10.7

 Series E Common Stock Purchase Warrant

 S-1/A

 July 18, 2018

 4.5

 10.8

 Form of Warrant Agency Agreement

 S-1/A

 July 18, 2018

 4.7

 10.9

 Agreement of Lease between the Company and KBS II 100-200 Campus Drive, LLC

 S-1/A

 July 18, 2018

 10.35

 10.10

 Form of Non-Statutory Stock Option (Definitive/Contingent – Employees)**

 November 13, 2018

 10.3

 10.11

 Form of Non-Statutory Stock Option (Definitive/Contingent – Directors)**

 November 13, 2018

 10.4

 10.12

 Amended and Restated Employment Agreement between the Company and James Caruso, dated April 15, 2019**

 April 19, 2019

 10.1

 10.13

 Amended and Restated Employment Agreement between the Company and Jarrod Longcor, dated April 15, 2019**

 April 19, 2019

 10.2

 10.14

 Form of Series F Common Stock Purchase Warrant

 May 20, 2019

 4.1

 10.15

 Form of Series G Common Stock Purchase Warrant

 May 20, 2019

 4.2

 10.16

 Registration Rights Agreement, dated as of May 16, 2019, by and among Cellectar Biosciences, Inc. and the Purchasers

 May 20, 2019

 10.3

 10.17

 Cellectar Biosciences, Inc. Amended and Restated 2015 Stock Incentive Plan**

 June 14, 2019

 10.1

 10.18

 2021 Stock Incentive Plan**

 June 24, 2021

 10.1

 10.19

 Amendment 1 to the 2021 Stock Incentive Plan**

 June 27, 2022

 10.1

 10.20

 2021 Stock Incentive Plan, as Amended**

 June 29, 2023

 10.1

 10.21

 Amendment to Amended and Restated Employment Agreement between the Company and Jarrod Longcor dated November 10, 2019**

 November 12, 2019

 10.2

 10.22

 Form of Underwriting Agreement

 S-1/A

 May 20, 2020

 1.1

 10.23

 Form of Series H Warrant

 S-1/A

 May 20, 2020

 4.3

 10.24

 Form of Warrant Agency Agreement

 June 5, 2020

 4.3

 10.25

 Equity Distribution Agreement between Cellectar Biosciences, Inc. and Oppenheimer & Co. Inc., dated August 11, 2020

 August 11, 2020

 10.1

 10.26

 Form of Securities Purchase Agreement

 December 28, 2020

 10.1

 10.27

 Form of Registration Rights Agreement

 December 28, 2020

 10.2

 10.28

 Employment Agreement between the Company and Chad Kolean, dated February 23, 2022

 February 25, 2022

 10.1

 10.29

 Form of First Amendment of Lease, dated December 30, 2022

 January 4, 2023

 10.30

 Form of Common Warrant

 October 25, 2022

 10.31

 Form of Pre-Funded Warrant

 October 25, 2022

 10.32

 Form of Registration Rights Agreement, dated as of October 20, 2022, by and between the Company and the purchasers named therein

 October 25, 2022

 10.33

 Form of Indemnification Agreement

 December 2, 2022

 21.1*

 List of Subsidiaries

 23.1*

 Consent
 of Independent Registered Public Accounting Firm (Baker Tilly US, LLP, Philadelphia, PA, PCAOB ID: 23)

 24.1*

 Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K)

 31.1

 Certification of chief executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 Certification of chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1*

 Certification of chief executive officer and chief financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 Clawback Policy

 101*

 Interactive Data Files

 104*

 Cover Page Interactive Data File

 *Previously filed with the Original Filing.

** Management contract or compensatory plan or arrangement.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused Amendment No. 1 to this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

 CELLECTAR BIOSCIENCES, INC.

 By:

 /s/ James V. Caruso

 James V. Caruso

 Title: Chief Executive Officer

 April 1, 2024