UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On November 29, 2022, Cellectar Biosciences, Inc. (the “Company”) entered into indemnification agreements (the “Indemnification Agreements”) with each of its directors and executive officers. The Indemnification Agreements provide for indemnification of the directors and executive officers of the Company to the fullest extent permitted under Delaware law as such law may be amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than were permitted prior thereto), against all expenses and losses incurred in connection with their service as a director or executive officer on behalf of the Company.
The foregoing description of the Indemnification Agreements is a general description only and is qualified in its entirety by reference to the form of the Indemnification Agreement, which is filed as Exhibit 10.1, and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 29, 2022, the board of directors (the “Board”) of the Company adopted the Amended and Restated By-Laws of the Company (the “By-Laws”), effective immediately. The By-Laws, among other things:
| · | Reflect the current name of the Company; |
| · | Enhance the procedural mechanics for the calling of special meetings of stockholders; |
| · | Enhance the procedural mechanics in connection with stockholder nominations of directors and submissions of stockholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended) at stockholder meetings and add eligibility requirements for director nominees; |
| · | Clarify the powers of the chair of stockholder meetings; |
| · | Clarify that stockholders are not permitted to act by written consent in lieu of stockholder meetings; |
| · | Provide that directors may only be removed for cause by the vote of the holders of a majority of the shares entitled to vote at an election of directors; |
| · | Permit a stockholder meeting to be postponed, rescheduled or cancelled, regardless of whether a quorum is present at such meeting; |
| · | Permit directors to hold a special meeting of the Board with 24 hours’ notice or less, if the person(s) calling such meeting deem necessary or appropriate under the circumstances; |
| · | Provide that the By-Laws may be amended by a majority of the voting power of the outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class; |
| · | Include an exclusive forum provision; |
| · | Outline Board procedures in the event of an emergency as referred to in Section 110 of the Delaware General Corporation Law (the “DGCL”); and |
| · | Make various other updates, including ministerial and conforming changes, as well as changes to reflect updates to the DGCL. |
The foregoing summary of the By-Laws does not purport to be complete and is qualified in its entirety by reference to the complete text of the By-Laws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
| Item 9.01. | Exhibits |
| Exhibit No. | Description |
| 3.1 | Amended and Restated Bylaws of Cellectar Biosciences, Inc., effective as of November 29, 2022 |
| 10.1 | Form of Indemnification Agreement |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 2, 2022 | By: | /s/ Chad J. Kolean |
| Chad J. Kolean | ||
| Chief Financial Officer | ||