Cellectar Biosciences, Inc. — Board/Management Information 2021

May 3, 2021

8-K 1 tm2114999d1_8k.htm FORM 8-K

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 29, 2021

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)	(I.R.S. Employer Identification No.)

100 Campus Drive, Florham Park, New Jersey 07932 ( Address of principal executive offices, and zip code )

(608) 441-8120 ( Registrant's telephone number, including area code )

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	CLRB	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. ¨

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

(b) On April 29, 2021, Dr. Stephen Hill provided notice to Cellectar Biosciences, Inc. (the “Company”) that he will not stand for reelection at the 2021 Annual Meeting of Stockholders. Dr. Hill will continue to serve on the Company’s Board of Directors (the “Board”) until the 2021 Annual Meeting of Stockholders, when his current term will expire. Dr. Hill’s decision to not stand for reelection is not the result of any disagreement relating to the Company’s operations, policies or practices. Dr. Hill will continue to serve as chair of the Compensation Committee and a member of the Nominating and Corporate Governance Committee of the Board until the 2021 Annual Meeting of Stockholders.

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SIGNATURE

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.

Dated: May 3, 2021
By:	/s/ Dov Elefant
Name: Dov Elefant
Title: Chief Financial Officer

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