UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 23, 2023

Cellectar Biosciences, Inc.

(Exact name of Registrant as Specified in its Charter)

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):

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

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. ¨

As described in Item 5.07 below, on June 23, 2023, at the 2023 Annual Meeting of Stockholders (the “Meeting”) of Cellectar Biosciences, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Company’s 2021 Stock Incentive Plan (the “Plan”) in order to increase the number of shares reserved for issuance under the Plan by 1,100,000 shares.

Appendix A to the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 28, 2023, presents the Plan, as amended, and with marked changes reflecting the impact of the 2023 Amendment, which is presented in Proposal No. 2 of the proxy statement. A copy of the Plan, as amended is filed as Exhibit 10.1 to this Current Report and is incorporated by reference in this Item 5.02.

The Company originally convened the Meeting on June 14, 2023, where the Meeting was adjourned and then reconvened at 10.00 a.m., local time, on June 23, 2023.

Four proposals were presented for stockholder approval at the reconvened Meeting:

Proposal No.1 – Election of Directors

Class III directors, Stefan D. Loren, Ph.D. and Douglas J. Swirsky, were nominated and elected to serve three-year terms. The vote was as follows:

Proposal No. 2 – Approval of an Increase in Shares Available under the 2021 Stock Incentive Plan by 1,100,000 Shares

The Company requested approval of an increase in the number of shares of common stock available for issuance under the 2021 Stock Incentive Plan by 1,100,000 shares. The stockholders approved the increase. The vote was as follows:

Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm

The Company requested ratification of the appointment by the Audit Committee of the Board of Directors of Baker Tilly US, LLP to be the Company’s independent registered public accounting firm for fiscal year 2023. The stockholders ratified the appointment. The vote was as follows:

Proposal No. 4 – Approval of Executive Compensation

The Company requested approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers. The stockholders approved the compensation of the named executive officers. The vote was as follows:

(d) Exhibits

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.