Cellectar Biosciences, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

RESTATEMENT OF PREVIOUSLY ISSUED QUARTERLY FINANCIAL STATEMENTS (Unaudited)

RESTATEMENT OF PREVIOUSLY ISSUED QUARTERLY FINANCIAL STATEMENTS (Unaudited)

12 Months Ended

Dec. 31, 2023

RESTATEMENT OF PREVIOUSLY ISSUED QUARTERLY FINANCIAL STATEMENTS (Unaudited)

RESTATEMENT OF PREVIOUSLY ISSUED QUARTERLY FINANCIAL STATEMENTS (Unaudited)

15. RESTATEMENT OF PREVIOUSLY ISSUED QUARTERLY FINANCIAL STATEMENTS (Unaudited)

As described previously, when the Company determined that it was necessary to re-evaluate its accounting treatment for previously issued warrants and preferred stock and restate previously filed financial statements, the previously reported quarterly financial statements also required restatement. The statements below present the unaudited restated condensed consolidated balance sheets and the restated condensed consolidated statements of operations, convertible preferred stock and stockholders’ equity, and cash flows, with adjustments, for the quarters ended March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2022, June 30, 2022, and September 30, 2022. The lettered references are consistent with those in Note 14.

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	March 31, 2023
	As Previously		Restatement
	Reported		Adjustments		Reference	As Restated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	12,682,691	$	—		$	12,682,691
Prepaid expenses and other current assets		1,163,745		—			1,163,745
Total current assets		13,846,436		—			13,846,436
Property, plant & equipment, net		376,084		—			376,084
Operating lease right-of-use asset		546,505		—			546,505
Other long-term assets		69,431		—			69,431
TOTAL ASSETS	$	14,838,456	$	—		$	14,838,456

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	6,904,545	$	—		$	6,904,545
Warrant liability		—		4,581,455	A		4,581,455
Lease liability, current		51,106		—			51,106
Total current liabilities		6,955,651		4,581,455			11,537,106
Lease liability, net of current portion		548,344		—			548,344
TOTAL LIABILITIES		7,503,995		4,581,455			12,085,450
COMMITMENTS AND CONTINGENCIES (Note 10)
MEZZANINE EQUITY:
Series D convertible preferred stock; 111.11 shares authorized, issued and outstanding as of March 31, 2023		—		1,382,023	A		1,382,023
STOCKHOLDERS’ (DEFICIT) EQUITY:
Series D convertible preferred stock, 111.11 shares authorized, issued and outstanding as of March 31, 2023		1,382,023		(1,382,023)	A		—
Common stock, $0.00001 par value; 170,000,000 shares authorized; 9,740,507 shares issued and outstanding as of March 31, 2023		97		—			97
Additional paid-in capital		194,032,651		(25,480,888)	A, B, F		168,551,763
Accumulated deficit		(188,080,310)		20,899,433	B, D, F		(167,180,877)
Total stockholders’ equity		7,334,461		(5,963,478)			1,370,983
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	14,838,456	$	—		$	14,838,456

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	June 30, 2023
	As Previously		Restatement
	Reported		Adjustments		Reference	As Restated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	5,152,972	$	—		$	5,152,972
Prepaid expenses and other current assets		456,679		—			456,679
Total current assets		5,609,651		—			5,609,651
Property, plant & equipment, net		337,434		—			337,434
Operating lease right-of-use asset		532,300		—			532,300
Other long-term assets		29,780		—			29,780
TOTAL ASSETS	$	6,509,165	$	—		$	6,509,165

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	6,391,673	$	—		$	6,391,673
Warrant liability		—		6,538,873	A		6,538,873
Lease liability, current		53,640		—			53,640
Total current liabilities		6,445,313		6,538,873			12,984,186
Lease liability, net of current portion		530,856		—			530,856
TOTAL LIABILITIES		6,976,169		6,538,873			13,515,042
COMMITMENTS AND CONTINGENCIES (Note 10)
MEZZANINE EQUITY:
Series D convertible preferred stock; 111.11 shares authorized, issued and outstanding as of June 30, 2023		—		1,382,023	A		1,382,023
STOCKHOLDERS’ (DEFICIT) EQUITY:
Series D convertible preferred stock; 111.11 shares authorized, issued and outstanding as of June 30, 2023		1,382,023		(1,382,023)	A		—
Common stock, $0.00001 par value; 170,000,000 shares authorized; 9,740,507 shares issued and outstanding as of June 30 2023		97		—			97
Additional paid-in capital		194,452,408		(25,480,888)	A, B, F		168,971,520
Accumulated deficit		(196,301,532)		18,942,015	B, D, F		(177,359,517)
Total stockholders’ (deficit) equity		(467,004)		(7,920,896)			(8,387,900)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	6,509,165	$	—		$	6,509,165

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	September 30, 2023
	As Previously		Restatement
	Reported		Adjustments		Reference	As Restated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	18,986,443	$	—		$	18,986,443
Prepaid expenses and other current assets		1,123,467		—			1,123,467
Total current assets		20,109,910		—			20,109,910
Property, plant & equipment, net		893,509		—			893,509
Operating lease right-of-use asset		517,566		—			517,566
Other long-term assets		29,780		—			29,780
TOTAL ASSETS	$	21,550,765	$	—		$	21,550,765

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	7,814,590	$	—		$	7,814,590
Warrant liability		8,600,000		13,365,401	A, C		21,965,401
Lease liability, current		56,263		—			56,263
Total current liabilities		16,470,853		13,365,401			29,836,254
Lease liability, net of current portion		512,750		—			512,750
TOTAL LIABILITIES		16,983,603		13,365,401			30,349,004
COMMITMENTS AND CONTINGENCIES (Note 10)
MEZZANINE EQUITY:
Preferred stock, $0.00001 par value; Series E-1 preferred stock; 1,225 shares authorized, issued and outstanding as of September 30, 2023; Series D convertible preferred stock; 111.11 shares issued and outstanding as of September 30, 2023		17,920,000		1,282,023	A		19,202,023
STOCKHOLDERS’ (DEFICIT) EQUITY:
Series D convertible preferred stock; 111.11 shares authorized, issued and outstanding as of September 30, 2023		1,382,023		(1,382,023)	A		—
Common stock, $0.00001 par value; 170,000,000 shares authorized; 9,918,384 shares issued and outstanding as of September 30 2023		99		—			99
Additional paid-in capital		195,298,922		(28,419,388)	A, B, C, F		166,879,534
Accumulated deficit		(210,033,882)		15,153,987	B, D, F		(194,879,895)
Total stockholders’ (deficit) equity		(13,352,838)		(14,647,424)			(28,000,262)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	21,550,765	$	—		$	21,550,765

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended March 31, 2023
	As Previously
	Reported		Adjustments		Reference	As Restated

OPERATING EXPENSES:
Research and development	$	6,654,094	$	(294,838)	E	$	6,359,256
General and administrative		2,051,207		294,838	E		2,346,045
Total operating expenses		8,705,301		—			8,705,301

LOSS FROM OPERATIONS		(8,705,301)		—			(8,705,301)

OTHER INCOME:
Gain on valuation of warrants		—		1,390,797	D		1,390,797
Interest income		124,034		—			124,034
Total other income, net		124,034		1,390,797			1,514,831
NET LOSS	$	(8,581,267)	$	1,390,797		$	(7,190,470)
NET LOSS PER SHARE — BASIC AND DILUTED	$	(0.76)	$	0.12		$	(0.64)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING — BASIC AND DILUTED		11,261,217		—			11,261,217

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended June 30, 2023
	As Previously
	Reported		Adjustments		Reference	As Restated

OPERATING EXPENSES:
Research and development	$	6,308,430	$	(173,420)	E	$	6,135,010
General and administrative		1,985,572		173,420	E		2,158,992
Total operating expenses		8,294,002		—			8,294,002

LOSS FROM OPERATIONS		(8,294,002)		—			(8,294,002)

OTHER INCOME (EXPENSE):
Gain (loss) on valuation of warrants		—		(1,957,418)	D		(1,957,418)
Interest income		72,780		—			72,780
Total other income (expense), net		72,780		(1,957,418)			(1,884,638)
NET LOSS	$	(8,221,222)	$	(1,957,418)		$	(10,178,640)
NET LOSS PER SHARE — BASIC AND DILUTED	$	(0.73)	$	(0.17)		$	(0.90)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING — BASIC AND DILUTED		11,261,217		—			11,261,217

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)


	Six Months Ended June 30, 2023
	As Previously
	Reported		Adjustments		Reference	As Restated

OPERATING EXPENSES:
Research and development	$	12,962,524	$	(468,258)	E	$	12,494,266
General and administrative		4,036,779		468,258	E		4,505,037
Total operating expenses		16,999,303		—			16,999,303

LOSS FROM OPERATIONS		(16,999,303)		—			(16,999,303)

OTHER INCOME (EXPENSE):
Loss on valuation of warrants		—		(566,621)	D		(566,621)
Interest income		196,814		—			196,814
Total other income (expense), net		196,814		(566,621)			(369,807)
NET LOSS	$	(16,802,489)	$	(566,621)		$	(17,369,110)
NET LOSS PER SHARE — BASIC AND DILUTED	$	(1.49)	$	(0.05)		$	(1.54)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING — BASIC AND DILUTED		11,261,217		—			11,261,217

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)


	Three Months Ended September 30, 2023
	As Previously
	Reported		Adjustments		Reference	As Restated

OPERATING EXPENSES:
Research and development	$	7,312,504	$	(277,848)	E	$	7,034,656
General and administrative		2,100,956		277,848	E		2,378,804
Total operating expenses		9,413,460		—			9,413,460

LOSS FROM OPERATIONS		(9,413,460)		—			(9,413,460)

OTHER INCOME (EXPENSE):
Warrant issuance expense		(470,000)		—			(470,000)
Loss on valuation of warrants		(3,900,000)		(3,788,028)	D		(7,688,028)
Interest income		51,110		—			51,110
Total other income (expense), net		(4,318,890)		(3,788,028)			(8,106,918)
NET LOSS	$	(13,732,350)	$	(3,788,028)		$	(17,520,378)
NET LOSS PER SHARE — BASIC AND DILUTED	$	(1.21)	$	(0.33)		$	(1.55)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING — BASIC AND DILUTED		11,308,738		—			11,308,738

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)


	Nine Months Ended September 30, 2023
	As Previously
	Reported		Adjustments		Reference	As Restated

OPERATING EXPENSES:
Research and development	$	20,275,004	$	(746,106)	E	$	19,528,898
General and administrative		6,137,760		746,106	E		6,883,866
Total operating expenses		26,412,764		—			26,412,764

LOSS FROM OPERATIONS		(26,412,764)		—			(26,412,764)

OTHER INCOME (EXPENSE):
Warrant issuance expense		(470,000)		—			(470,000)
Loss on valuation of warrants		(3,900,000)		(4,354,649)	D		(8,254,649)
Interest income		247,925		—			247,925
Total other income (expense), net		(4,122,075)		(4,354,649)			(8,476,724)
NET LOSS	$	(30,534,839)	$	(4,354,649)		$	(34,889,488)
NET LOSS PER SHARE — BASIC AND DILUTED	$	(2.71)	$	(0.39)		$	(3.09)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING — BASIC AND DILUTED		11,277,231		—			11,277,231

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY

(Unaudited)


	Series D and Series E-1
	Preferred Stock			Preferred Stock			Common Stock							Total
								Par		Additional		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Shares	Amount		Paid-In Capital		Deficit		Equity (Deficit)
Previously Reported
Balance at December 31, 2022	—	$	—	111.11	$	1,382,023	9,385,272	$	94	$	193,624,445	$	(179,499,043)	$	15,507,519
Conversion of pre-funded warrants into common shares	—		—	—		—	355,235		3		—		—		3
Stock-based compensation	—		—	—		—	—		—		408,206		—		408,206
Net loss (B, D)	—		—	—		—	—		—		—		(8,581,267)		(8,581,267)
Balance at March 31, 2023	—		—	111.11		1,382,023	9,740,507		97		194,032,651		(188,080,310)		7,334,461
Stock-based compensation	—		—	—		—	—		—		419,757		—		419,757
Net loss (D)	—		—	—		—	—		—		—		(8,221,222)		(8,221,222)
Balance at June 30, 2023	—		—	111.11		1,382,023	9,740,507		97		194,452,408		(196,301,532)		(467,004)
Issuance of Series E-1 preferred stock, net of issuance costs (Note 6)	1,225.00		17,920,000	—		—	—		—		—		—		—
Stock-based compensation	—		—	—		—	—		—		497,878		—		497,878
Exercise of warrants into common shares	—		—	—		—	177,877		2		348,636		—		348,638
Net loss	—		—	—		—	—		—		—		(13,732,350)		(13,732,350)
Balance at September 30, 2023	1,225.00	$	17,920,000	111.11	$	1,382,023	9,918,384	$	99	$	195,298,922	$	(210,033,882)	$	(13,352,838)

Adjustments
Balance at December 31, 2022 (A, F)	111.11	$	1,382,023	(111.11)	$	(1,382,023)	—	$	—	$	(25,480,888)	$	19,508,636	$	(7,354,275)
Net loss	—		—	—		—	—		—		—		1,390,797		1,390,797
Balance at March 31, 2023	111.11		1,382,023	(111.11)		(1,382,023)	—		—		(25,480,888)		20,899,433		(5,963,478)
Net loss	—		—	—		—	—		—		—		(1,957,418)		(1,957,418)
Balance at June 30, 2023	111.11		1,382,023	(111.11)		(1,382,023)	—		—		(25,480,888)		18,942,015		(7,920,896)
Issuance of Series E-1 preferred stock, net of issuance costs (Note 6) (D)	—		(100,000)	—		—	—		—		—		—		—
Reclassification of warrants to liability (C)	—		—	—		—	—		—		(3,239,112)		—		(3,239,112)

Exercise of warrants into common stock (A)	—		—	—		—	—		—		300,612		—		300,612
Net loss	—		—	—		—	—		—		—		(3,788,028)		(3,788,028)
Balance at September 30, 2023	111.11	$	1,282,023	(111.11)	$	(1,382,023)	—	$	—	$	(28,419,388)	$	15,153,987	$	(14,647,424)

As Restated
Balance at December 31, 2022	111.11	$	1,382,023	—	$	—	9,385,272	$	94	$	168,143,557	$	(159,990,407)	$	8,153,244
Conversion of pre-funded warrants into common shares	—		—	—		—	355,235		3		—		—		3
Stock-based compensation	—		—	—		—	—		—		408,206		—		408,206
Net loss	—		—	—		—	—		—		—		(7,190,470)		(7,190,470)
Balance at March 31, 2023	111.11		1,382,023	—		—	9,740,507		97		168,551,763		(167,180,877)		1,370,983
Stock-based compensation	—		—	—		—	—		—		419,757		—		419,757
Net loss	—		—	—		—	—		—		—		(10,178,640)		(10,178,640)
Balance at June 30, 2023	111.11		1,382,023	—		—	9,740,507		97		168,971,520		(177,359,517)		(8,387,900)
Issuance of Series E-1 preferred stock, net of issuance costs (Note 6)	1,225.00		17,820,000	—		—	—		—		—		—		—
Stock-based compensation	—		—	—		—	—		—		497,878		—		497,878
Exercise of warrants into common stock	—		—	—		—	177,877		2		649,248		—		649,250
Reclassification of pre-funded warrants to liability	—		—	—		—	—		—		(3,239,112)		—		(3,239,112)
Net loss	—		—	—		—	—		—		—		(17,520,378)		(17,520,378)
Balance at September 30, 2023	1,336.11	$	19,202,023	—	$	—	9,918,384	$	99	$	166,879,534	$	(194,879,895)	$	(28,000,262)

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31, 2023
	As Previously
	Reported		Adjustments		Reference	As Restated

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(8,581,267)	$	1,390,797	D	$	(7,190,470)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		42,557		—			42,557
Stock-based compensation		408,206		—			408,206
Change in fair value of warrants		—		(1,390,797)	D		(1,390,797)
Change in operating lease right-of-use asset		13,829		—			13,829
Changes in:
Prepaid expenses and other assets		(488,719)		—			(488,719)
Accounts payable and accrued liabilities		1,426,102		—			1,426,102
Lease liability		(4,378)		—			(4,378)
Cash used in operating activities		(7,183,670)		—			(7,183,670)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant & equipment		—		—			—
Cash used in investing activities		—		—			—
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of pre-funded warrants		3		—			3
Cash provided by financing activities		3		—			3
DECREASE IN CASH AND CASH EQUIVALENTS		(7,183,667)		—			(7,183,667)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		19,866,358		—			19,866,358
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	12,682,691	$	—		$	12,682,691

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)


	Six Months Ended June 30, 2023
	As Previously
	Reported		Adjustments		Reference	As Restated

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(16,802,489)	$	(566,621)	D	$	(17,369,110)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		81,207		—			81,207
Stock-based compensation		827,963		—			827,963
Change in fair value of warrants		—		566,621	D		566,621
Change in operating lease right-of-use asset		28,034		—			28,034
Changes in:
Prepaid expenses and other assets		257,998		—			257,998
Lease liability		(19,332)		—			(19,332)
Accounts payable and accrued liabilities		913,230		—			913,230
Cash used in operating activities		(14,713,389)		—			(14,713,389)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant & equipment		—		—			—
Cash used in investing activities		—		—			—
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of pre-funded warrants		3		—			3
Cash provided by financing activities		3		—			3
DECREASE IN CASH AND CASH EQUIVALENTS		(14,713,386)		—			(14,713,386)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		19,866,358		—			19,866,358
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	5,152,972	$	—		$	5,152,972

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)


	Nine Months Ended September 30, 2023
	As Previously
	Reported		Adjustments		Reference	As Restated

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(30,534,839)	$	(4,354,649)	D	$	(34,889,488)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		122,415		—			122,415
Stock-based compensation		1,325,841		—			1,325,841
Costs to issue warrants		470,000		—			470,000
Change in fair value of warrants		3,900,000		4,354,649	D		8,254,649
Change in operating lease right-of-use asset		42,768		—			42,768
Changes in:
Prepaid expenses and other assets		(408,790)		—			(408,790)
Accounts payable and accrued liabilities		2,336,146		—			2,336,146
Lease liability		(34,815)		—			(34,815)
Cash used in operating activities		(22,781,274)		—			(22,781,274)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant & equipment		(597,282)		—			(597,282)
Cash used in investing activities		(597,282)		—			(597,282)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred stock and warrants, net of issuance costs		22,150,000		—			22,150,000
Proceeds from exercise of warrants		348,641		—			348,641
Cash provided by financing activities		22,498,641		—			22,498,641
DECREASE IN CASH AND CASH EQUIVALENTS		(879,915)		—			(879,915)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		19,866,358		—			19,866,358
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	18,986,443	$	—		$	18,986,443

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	March 31, 2022
	As Previously		Restatement
	Reported		Adjustments		Reference	As Restated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	30,634,122	$	—		$	30,634,122
Prepaid expenses and other current assets		760,420		—			760,420
Total current assets		31,394,542		—			31,394,542
Property, plant & equipment, net		331,144		—			331,144
Operating lease right-of-use asset		183,286		—			183,286
Other long-term assets		81,214		—			81,214
TOTAL ASSETS	$	31,990,186	$	—		$	31,990,186

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	4,511,716	$	—		$	4,511,716
Warrant liability		—		2,700,000	A		2,700,000
Lease liability, current		139,594		—			139,594
Total current liabilities		4,651,310		2,700,000			7,351,310
Lease liability, net of current portion		129,714		—			129,714
TOTAL LIABILITIES		4,781,024		2,700,000			7,481,024
COMMITMENTS AND CONTINGENCIES (Note 10)
MEZZANINE EQUITY:
Series D convertible preferred stock; 111.11 shares authorized, issued and outstanding as of March 31, 2022		—		1,382,023	A		1,382,023
STOCKHOLDERS’ EQUITY:
Series D convertible preferred stock, 111.11 shares authorized, issued and outstanding as of March 31, 2022		1,382,023		(1,382,023)	A		—
Common stock, $0.00001 par value; 160,000,000 shares authorized; 6,110,124 shares issued and outstanding as of March 31, 2022		61		—			61
Additional paid-in capital		182,864,664		(25,300,000)	A, B, F		157,564,664
Accumulated deficit		(157,037,586)		22,600,000	D		(134,437,586)
Total stockholders’ equity		27,209,162		(4,082,023)			23,127,139
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	31,990,186	$	—		$	31,990,186

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	June 30, 2022
	As Previously		Restatement
	Reported		Adjustments		Reference	As Restated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	24,805,565	$	—		$	24,805,565
Prepaid expenses and other current assets		479,668		—			479,668
Total current assets		25,285,233		—			25,285,233
Property, plant & equipment, net		364,838		—			364,838
Operating lease right-of-use asset		161,111		—			161,111
Other long-term assets		81,214		—			81,214
TOTAL ASSETS	$	25,892,396	$	—		$	25,892,396

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	5,462,267	$	—		$	5,462,267
Warrant liability		—		900,000	A		900,000
Lease liability, current		143,843		—			143,843
Total current liabilities		5,606,110		900,000			6,506,110
Lease liability, net of current portion		92,214		—			92,214
TOTAL LIABILITIES		5,698,324		900,000			6,598,324
COMMITMENTS AND CONTINGENCIES (Note 10)
MEZZANINE EQUITY:
Series D convertible preferred stock; 111.11 shares authorized, issued and outstanding as of June 30, 2022		—		1,382,023	A		1,382,023
STOCKHOLDERS’ EQUITY:
Series D convertible preferred stock; 111.11 shares authorized, issued and outstanding as of June 30, 2022		1,382,023		(1,382,023)	A		—
Common stock, $0.00001 par value; 160,000,000 shares authorized; 6,110,122 shares issued and outstanding as of June 30 2022		61		—			61
Additional paid-in capital		183,284,617		(25,300,000)	A, B, F		157,984,617
Accumulated deficit		(164,472,629)		24,400,000	D		(140,072,629)
Total stockholders’ equity		20,194,072		(2,282,023)			17,912,049
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	25,892,396	$	—		$	25,892,396

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	September 30, 2022
	As Previously		Restatement
	Reported		Adjustments		Reference	As Restated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	17,785,322	$	—		$	17,785,322
Prepaid expenses and other current assets		975,936		—			975,936
Total current assets		18,761,258		—			18,761,258
Property, plant & equipment, net		338,944		—			338,944
Operating lease right-of-use asset		138,097		—			138,097
Other long-term assets		81,214		—			81,214
TOTAL ASSETS	$	19,319,513	$	—		$	19,319,513

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	6,367,035	$	—		$	6,367,035
Warrant liability		—		600,000	A, C		600,000
Lease liability, current		148,200		—			148,200
Total current liabilities		6,515,235		600,000			7,115,235
Lease liability, net of current portion		53,769		—			53,769
TOTAL LIABILITIES		6,569,004		600,000			7,169,004
COMMITMENTS AND CONTINGENCIES (Note 10)
MEZZANINE EQUITY:
Preferred stock, $0.00001 par value; Series D convertible preferred stock; 111.11 shares issued and outstanding as of September 30, 2022		—		1,382,023	A		1,382,023
STOCKHOLDERS’ EQUITY:
Series D convertible preferred stock; 111.11 shares authorized, issued and outstanding as of September 30, 2022		1,382,023		(1,382,023)	A		—
Common stock, $0.00001 par value; 160,000,000 shares authorized; 6,110,118 shares issued and outstanding as of September 30 2022		61		—			61
Additional paid-in capital		183,652,376		(25,300,000)	A, B, C, F		158,352,376
Accumulated deficit		(172,283,951)		24,700,000	D		(147,583,951)
Total stockholders’ equity		12,750,509		(1,982,023)			10,768,486
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	19,319,513	$	—		$	19,319,513

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended March 31, 2022
	As Previously
	Reported		Adjustments		Reference	As Restated

OPERATING EXPENSES:
Research and development	$	3,887,039	$	(183,208)	E	$	3,703,831
General and administrative		2,253,188		183,208	E		2,436,396
Total operating expenses		6,140,227		—			6,140,227

LOSS FROM OPERATIONS		(6,140,227)		—			(6,140,227)

OTHER INCOME (EXPENSE):
Loss on valuation of warrants		—		(100,000)	D		(100,000)
Interest income		430		—			430
Total other income (expense), net		430		(100,000)			(99,570)
NET LOSS	$	(6,139,797)	$	(100,000)		$	(6,239,797)
NET LOSS PER SHARE — BASIC AND DILUTED	$	(1.00)	$	(0.02)		$	(1.02)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING — BASIC AND DILUTED		6,110,126		—			6,110,126

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended June 30, 2022
	As Previously
	Reported		Adjustments		Reference	As Restated

OPERATING EXPENSES:
Research and development	$	4,498,657	$	(353,739)	E	$	4,144,918
General and administrative		2,936,867		353,739	E		3,290,606
Total operating expenses		7,435,524		—			7,435,524

LOSS FROM OPERATIONS		(7,435,524)		—			(7,435,524)

OTHER INCOME:
Gain on valuation of warrants		—		1,800,000	D		1,800,000
Interest income		481		—			481
Total other income, net		481		1,800,000			1,800,481
NET LOSS	$	(7,435,043)	$	1,800,000		$	(5,635,043)
NET LOSS PER SHARE — BASIC AND DILUTED	$	(1.22)	$	0.29		$	(0.92)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING — BASIC AND DILUTED		6,110,124		—			6,110,124

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)


	Six Months Ended June 30, 2022
	As Previously
	Reported		Adjustments		Reference	As Restated

OPERATING EXPENSES:
Research and development	$	8,385,656	$	(536,947)	E	$	7,848,709
General and administrative		5,190,095		536,947	E		5,727,042
Total operating expenses		13,575,751		—			13,575,751

LOSS FROM OPERATIONS		(13,575,751)		—			(13,575,751)

OTHER INCOME:
Gain on valuation of warrants		—		1,700,000	D		1,700,000
Interest income		911		—			911
Total other income, net		911		1,700,000			1,700,911
NET LOSS	$	(13,574,840)	$	1,700,000		$	(11,874,840)
NET LOSS PER SHARE — BASIC AND DILUTED	$	(2.22)	$	0.28		$	(1.94)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING — BASIC AND DILUTED		6,110,125		—			6,110,125

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)


	Three Months Ended September 30, 2022
	As Previously
	Reported		Adjustments		Reference	As Restated
OPERATING EXPENSES:
Research and development	$	5,380,190	$	(169,365)	E	$	5,210,825
General and administrative		2,435,296		169,365	E		2,604,661
Total operating expenses		7,815,486		—			7,815,486
LOSS FROM OPERATIONS		(7,815,486)		—			(7,815,486)
OTHER INCOME:
Gain on valuation of warrants		—		300,000	D		300,000
Interest income		4,164		—			4,164
Total other income, net		4,164		300,000			304,164
NET LOSS	$	(7,811,322)	$	300,000		$	(7,511,322)
NET LOSS PER SHARE — BASIC AND DILUTED	$	(1.28)	$	0.05		$	(1.23)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING — BASIC AND DILUTED		6,110,119		—			6,110,119

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)


	Nine Months Ended September 30, 2022
	As Previously
	Reported		Adjustments		Reference	As Restated

OPERATING EXPENSES:
Research and development	$	13,765,846	$	(706,312)	E	$	13,059,534
General and administrative		7,625,391		706,312	E		8,331,703
Total operating expenses		21,391,237		—			21,391,237
LOSS FROM OPERATIONS		(21,391,237)		—			(21,391,237)
OTHER INCOME:
Gain on valuation of warrants		—		2,000,000	D		2,000,000
Interest income		5,075		—			5,075
Total other income, net		5,075		2,000,000			2,005,075
NET LOSS	$	(21,386,162)	$	2,000,000		$	(19,386,162)
NET LOSS PER SHARE — BASIC AND DILUTED	$	(3.50)	$	0.33		$	(3.17)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING — BASIC AND DILUTED		6,110,123		—			6,110,123

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

(Unaudited)


	Series D Preferred Stock			Preferred Stock			Common Stock							Total
								Par		Additional		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Shares	Amount		Paid-In Capital		Deficit		Equity
Previously Reported
Balance at December 31, 2021	—	$	—	111.11	$	1,382,023	6,110,125	$	61	$	182,560,859	$	(150,897,789)	$	33,045,154
Stock-based compensation	—		—	—		—	—		—		303,805		—		303,805
Retired shares	—		—	—		—	(1)		—		—		—		—
Net loss	—		—	—		—	—		—		—		(6,139,797)		(6,139,797)
Balance at March 31, 2022	—		—	111.11		1,382,023	6,110,124		61		182,864,664		(157,037,586)		27,209,162
Stock-based compensation	—		—	—		—	—		—		419,953		—		419,953
Retired shares	—		—	—		—	(2)		—		—		—		—
Net loss	—		—	—		—	—		—		—		(7,435,043)		(7,435,043)
Balance at June 30, 2022	—		—	111.11		1,382,023	6,110,122		61		183,284,617		(164,472,629)		20,194,072
Stock-based compensation	—		—	—		—	—		—		367,759		—		367,759
Retired shares	—		—	—		—	(4)		—		—		—		—
Net loss	—		—	—		—	—		—		—		(7,811,322)		(7,811,322)
Balance at September 30, 2022	—	$	—	111.11	$	1,382,023	6,110,118	$	61	$	183,652,376	$	(172,283,951)	$	12,750,509
Adjustments
Balance at December 31, 2021 (A, F)	111.11	$	1,382,023	(111.11)	$	(1,382,023)	—	$	—	$	(25,300,000)	$	22,700,000	$	(3,982,023)
Net loss	—		—	—		—	—		—		—		(100,000)		(100,000)
Balance at March 31, 2022	111.11		1,382,023	(111.11)		(1,382,023)	—		—		(25,300,000)		22,600,000		(4,082,023)
Net loss	—		—	—		—	—		—		—		1,800,000		1,800,000
Balance at June 30, 2022	111.11		1,382,023	(111.11)		(1,382,023)	—		—		(25,300,000)		24,400,000		(2,282,023)
Net loss	—		—	—		—	—		—		—		300,000		300,000
Balance at September 30, 2022	111.11	$	1,382,023	(111.11)	$	(1,382,023)	—	$	—	$	(25,300,000)	$	24,700,000	$	(1,982,023)
As Restated
Balance at December 31, 2021	111.11	$	1,382,023	—	$	—	6,110,125	$	61	$	157,260,859	$	(128,197,789)	$	29,063,131
Stock-based compensation	—		—	—		—	—		—		303,805		—		303,805
Retired shares	—		—	—		—	(1)		—		—		—		—
Net loss	—		—	—		—	—		—		—		(6,239,797)		(6,239,797)
Balance at March 31, 2022	111.11		1,382,023	—		—	6,110,124		61		157,564,664		(134,437,586)		23,127,139
Stock-based compensation	—		—	—		—	—		—		419,953		—		419,953
Retired shares	—		—	—		—	(2)		—		—		—		—
Net loss	—		—	—		—	—		—		—		(5,635,043)		(5,635,043)
Balance at June 30, 2022	111.11		1,382,023	—		—	6,110,122		61		157,984,617		(140,072,629)		17,912,049
Stock-based compensation	—		—	—		—	—		—		367,759		—		367,759
Retired shares	—		—	—		—	(4)		—		—		—		—
Net loss	—		—	—		—	—		—		—		(7,511,322)		(7,511,322)
Balance at September 30, 2022	111.11	$	1,382,023	—	$	—	6,110,118	$	61	$	158,352,376	$	(147,583,951)	$	10,768,486

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31, 2022
	As Previously
	Reported		Adjustments		Reference	As Restated

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(6,139,797)	$	(100,000)	D	$	(6,239,797)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		43,417		—			43,417
Stock-based compensation		303,805		—			303,805
Change in fair value of warrants		—		100,000	D		100,000
Change in operating lease right-of-use asset		21,358		—			21,358
Changes in:
Prepaid expenses and other assets		107,065		—			107,065
Accounts payable and accrued liabilities		656,802		—			656,802
Lease liability		(32,433)		—			(32,433)
Cash used in operating activities		(5,039,783)		—			(5,039,783)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant & equipment		(30,070)		—			(30,070)
Cash used in investing activities		(30,070)		—			(30,070)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of warrants		—		—			—
Cash provided by financing activities		—		—			—
DECREASE IN CASH AND CASH EQUIVALENTS		(5,069,853)		—			(5,069,853)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		35,703,975		—			35,703,975
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	30,634,122	$	—		$	30,634,122

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)


	Six Months Ended June 30, 2022
	As Previously
	Reported		Adjustments		Reference	As Restated

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(13,574,840)	$	1,700,000	D	$	(11,874,840)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		77,316		—			77,316
Stock-based compensation		723,758		—			723,758
Change in fair value of warrants		—		(1,700,000)	D		(1,700,000)
Change in operating lease right-of-use asset		43,533		—			43,533
Loss on disposal of property, plant & equipment		3,386					3,386
Changes in:
Prepaid expenses and other assets		387,817		—			387,817
Lease liability		(65,684)		—			(65,684)
Accounts payable and accrued liabilities		1,607,353		—			1,607,353
Cash used in operating activities		(10,797,361)		—			(10,797,361)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant & equipment		(101,049)		—			(101,049)
Cash used in investing activities		(101,049)		—			(101,049)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of pre-funded warrants		—		—			—
Cash provided by financing activities		—		—			—
DECREASE IN CASH AND CASH EQUIVALENTS		(10,898,410)		—			(10,898,410)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		35,703,975		—			35,703,975
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	24,805,565	$	—		$	24,805,565

CELLECTAR BIOSCIENCES, INC.

RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)


	Nine Months Ended September 30, 2022
	As Previously
	Reported		Adjustments		Reference	As Restated

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(21,386,162)	$	2,000,000	D	$	(19,386,162)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		110,276		—			110,276
Stock-based compensation		1,091,517		—			1,091,517
Change in fair value of warrants		—		(2,000,000)	D		(2,000,000)
Change in operating lease right-of-use asset		66,547		—			66,547
Loss on disposal of property, plant & equipment		3,386					3,386
Changes in:
Prepaid expenses and other assets		(108,451)		—			(108,451)
Accounts payable and accrued liabilities		2,512,121		—			2,512,121
Lease liability		(99,772)		—			(99,772)
Cash used in operating activities		(17,810,538)		—			(17,810,538)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant & equipment		(108,115)		—			(108,115)
Cash used in investing activities		(108,115)		—			(108,115)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred stock and warrants, net of issuance costs		—		—			—
Proceeds from exercise of warrants		—		—			—
Cash provided by financing activities		—		—			—
DECREASE IN CASH AND CASH EQUIVALENTS		(17,918,653)		—			(17,918,653)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		35,703,975		—			35,703,975
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	17,785,322	$	—		$	17,785,322