Cellectar Biosciences raises up to $140 million in oversubscribed financing

Cellectar Biosciences Inc. (NASDAQ: CLRB) announced it entered into securities purchase agreements to raise up to $140 million through a registered direct offering and concurrent private placement. The financing includes $35 million upfront and $105 million in milestone-based securities.

Nantahala Capital Management led the oversubscribed financing, with participation from Balyasny Asset Management, Caligan Partners, Janus Henderson Investors, SilverArc Capital Management, Stonepine Capital Management, Empery Asset Management LP, StemPoint Capital LP and other healthcare funds, along with members of the executive management team.

The company will issue 1,618,053 shares of common stock in the registered direct offering and 2,116,887 shares of common stock plus pre-funded warrants for 9,471,086 shares in the private placement. The transaction includes 13,206,026 each of three tranches of milestone-based warrants with exercise prices of $2.65.

The milestone warrants become exercisable upon stockholder approval and are callable by the company upon achieving specific events. Tranche A warrants have a one-year term and become callable after initiating a confirmatory pivotal trial. Tranche B warrants have a two-year term and become callable after FDA acceptance of the New Drug Application. Tranche C warrants have a five-year term and become callable after FDA approval of the drug application.

Andrew Gu of Nantahala Capital Management will join Cellectar's Board of Directors upon closing. The company stated the funding will support a confirmatory study and NDA filing for accelerated approval of iopofosine I 131 in Waldenström macroglobulinemia.

Ladenburg Thalmann & Co. Inc. served as exclusive placement agent for the financing. Executive management team members agreed to participate at a purchase price of $2.88 per share with accompanying milestone warrants at the same exercise price.

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