Cellectar Biosciences, Inc DEFA14A, filed Jun 20, 2023
Cellectar Biosciences, Inc. (CLRB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
______________________
| Filed by the Registrant x | |
| Filed by a party other than the Registrant ¨ | |
| Check the appropriate box: | |
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material under §240.14a-12 |
CELLECTAR BIOSCIENCES, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required. | |
| ¨ | Fee paid previously with preliminary materials. | |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 14, 2023
Cellectar Biosciences, Inc.
(Exact name of Registrant as Specified in its Charter)
| Delaware | 1-36598 | 04-3321804 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
100 Campus Drive, Florham Park, NJ, 07932
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (608) 441-8120
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 per share | CLRB | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Item 8.01. | Other Events. |
The Adjourned Cellectar Annual Meeting of Stockholders Reconvenes Friday, June 23, 2023 at www.virtualshareholdermeeting.com/CLRB2023
As previously announced and disclosed in a Form 8-K filed by Cellectar Biosciences, Inc., (the “Company”) on June 14, 2023 (the “Original 8-K”), the Company convened and then determined to adjourn its 2023 Annual General Meeting of Stockholders (the “Annual Meeting”), because the Company did not have a sufficient number of shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting to have constituted a quorum.
The Original 8-K indicated that the adjourned meeting would be held at the Company’s headquarters. This amendment to the Original 8-K is being filed to correct this disclosure and specify that the adjourned meeting will continue to be held virtually, reconvening on Friday, June 23, 2023 at 10:00 A.M., local time, at www.virtualshareholdermeeting.com/CLRB2023.
Stockholders at the close of business on April 25, 2023 will be able to attend the reconvened Annual Meeting, vote shares electronically and submit questions online by visiting www.virtualshareholdermeeting.com/CLRB2023 and entering the 16-digit control number included in the notice containing instructions on how to access Annual Meeting materials, the proxy card, or the voting instructions that accompanied the proxy materials.
No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Company encourages all of its stockholders to read the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2023 (the “Proxy Statement”), which is available on the SEC’s website at www.sec.gov, on the Company’s website at https://investor.cellectar.com/sec-filings and on the voting platform at www.proxyvote.com.
The Company will continue to solicit votes from its stockholders with respect to the proposals set forth in the Proxy Statement. The Company encourages all stockholders who have not yet voted to do so before Thursday, June 22, 2023 at 11:59 p.m., Eastern Time.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CELLECTAR BIOSCIENCES, INC. | ||
| Date: June 20, 2023 | By: |
/s/ Chad J. Kolean |
| Name: | Chad J. Kolean | |
| Title: | Chief Financial Officer | |