Cellectar Biosciences, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

3 Months Ended

Mar. 31, 2024

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS.

Schedule of restatement of previously issued financial statement


	March 31, 2024
	As Previously		Restatement
	Reported		Adjustments		Reference	As Restated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	40,031,181	$	—		$	40,031,181
Prepaid expenses and other current assets		1,337,184		—			1,337,184
Total current assets		41,368,365		—			41,368,365
Property, plant & equipment, net		1,023,447		—			1,023,447
Operating lease right-of-use asset		486,847		—			486,847
Other long-term assets		29,780		—			29,780
TOTAL ASSETS	$	42,908,439	$	—		$	42,908,439

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	7,393,950	$	—		$	7,393,950
Warrant liability		8,800,000		12,283,028	A, C		21,083,028
Lease liability, current		73,994		—			73,994
Total current liabilities		16,267,944		12,283,028			28,550,972
Lease liability, net of current portion		474,349		—			474,349
TOTAL LIABILITIES		16,742,293		12,283,028			29,025,321
COMMITMENTS AND CONTINGENCIES (Note 10)
MEZZANINE EQUITY:
Series D preferred stock, 111.11 shares authorized, issued and outstanding as of March 31, 2024		—		1,382,023	A		1,382,023
STOCKHOLDERS’ (DEFICIT) EQUITY:
Series D preferred stock, 111.11 shares authorized, issued and outstanding as of March 31, 2024		1,382,023		(1,382,023)	A		—
Series E-2 preferred stock, 1,225.00 shares authorized; 237.50 shares issued and outstanding as of March 31, 2024		3,474,286		—			3,474,286
Series E-3 preferred stock, 2,205.00 shares authorized; 630.00 shares issued and outstanding as of March 31, 2024		12,222,000		1,371,429			13,593,429
Common stock, $0.00001 par value; 170,000,000 shares authorized; 33,164,466 shares issued and outstanding as of March 31 2024		332		—			332
Additional paid-in capital		248,151,681		(23,315,633)	A, C		224,836,048
Accumulated deficit		(239,064,176)		9,661,176	B, D, F		(229,403,000)
Total stockholders’ (deficit) equity		26,166,146		(13,665,051)			12,501,095
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	42,908,439	$	—		$	42,908,439


	Three Months Ended March 31, 2024
	As Previously
	Reported		Adjustments		Reference	As Restated

OPERATING EXPENSES:
Research and development	$	7,377,940	$	(289,898)	E	$	7,088,042
General and administrative		4,623,546		289,898	E		4,913,444
Total operating expenses		12,001,486		—			12,001,486

LOSS FROM OPERATIONS		(12,001,486)		—			(12,001,486)

OTHER INCOME (EXPENSE):
Loss on valuation of warrants		(9,900,000)		(5,060,346)	D		(14,960,346)
Interest income		319,849		—			319,849
Total other income (expense), net		(9,580,151)		(5,060,346)			(14,640,497)
NET LOSS	$	(21,581,637)	$	(5,060,346)		$	(26,641,983)
NET LOSS PER SHARE — BASIC AND DILUTED	$	(0.74)	$	(0.17)		$	(0.91)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING — BASIC AND DILUTED		29,346,679		—			29,346,679


	Series D 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, 2023	—	$	—	430.87	$	6,059,655	20,744,110	$	207	$	210,066,630	$	(217,482,539)	$	(1,356,047)
Stock-based compensation	—		—	—		—	—		—		454,363		—		454,363
Conversion of pre-funded warrants into common stock	—		—	—		—	1,079,132		11		(11)		—		—
Exercise of warrants for preferred stock, net of issuance costs (Note 2)	—		—	2,205.00		42,777,000	—		—		—		—		42,777,000
Conversion of Series E-3 preferred stock into common stock	—		—	(1,575.00)		(30,555,000)	9,890,099		100		30,554,900		—		—
Exercise of warrants for common stock	—		—	—		—	547,177		5		1,072,462		—		1,072,467
Conversion of Series E-2 preferred stock into common stock	—		—	(82.26)		(1,203,346)	903,956		9		1,203,337		—		—
Settlement of warrants to equity (Note 2)	—		—	—		—	—		—		4,800,000		—		4,800,000
Retired shares	—		—	—		—	(8)		—		—		—		—
Net loss	—		—	—		—	—		—		—		(21,581,637)		(21,581,637)
Balance at March 31, 2024	—	$	—	978.61	$	17,078,309	33,164,466	$	332	$	248,151,681	$	(239,064,176)	$	26,166,146

Adjustments
Balance at December 31, 2023 (A, F)	111.11	$	1,382,023	(111.11)	$	(1,382,023)	—	$	—	$	(27,142,420)	$	14,721,522	$	(13,802,921)
Conversion of pre-funded warrants into common stock (C)	—		—	—		—	—		—		3,972,540		—		3,972,540
Settlement of warrants to equity (B)	—		—	—		4,800,000	—		—		(4,800,000)		—		—
Conversion of Series E-3 preferred stock into common stock (B)	—		—	—		(3,428,571)	—		—		3,428,571		—		—
Exercise of warrants for common stock (A)	—		—	—		—	—		—		1,225,676		—		1,225,676
Net loss	—		—	—		—	—		—		—		(5,060,346)		(5,060,346)
Balance at March 31, 2024	111.11	$	1,382,023	(111.11)	$	(10,594)	—	$	—	$	(23,315,633)	$	9,661,176	$	(13,665,051)

As Restated
Balance at December 31, 2023	111.11	$	1,382,023	319.76	$	4,677,632	20,744,110	$	207	$	182,924,210	$	(202,761,017)	$	(15,158,968)
Stock-based compensation	—		—	—		—	—		—		454,363		—		454,363
Conversion of pre-funded warrants into common shares	—		—	—		—	1,079,132		11		3,972,529		—		3,972,540
Exercise of warrants for preferred stock, net of issuance costs	—		—	2,205.00		47,577,000	—		—		—		—		47,577,000
Conversion of Series E-3 preferred stock into common stock	—		—	(1,575.00)		(33,983,571)	9,890,099		100		33,983,471		—		—
Exercise of warrants for common stock	—		—	—		—	547,177		5		2,298,138		—		2,298,143
Conversion of Series E-2 preferred stock into common stock	—		—	(82.26)		(1,203,346)	903,956		9		1,203,337		—		—
Retired shares	—		—	—		—	(8)		—		—		—		—
Net loss	—		—	—		—	—		—		—		(26,641,983)		(26,641,983)
Balance at March 31, 2024	111.11	$	1,382,023	867.50	$	17,067,715	33,164,466	$	332	$	224,836,048	$	(229,403,000)	$	12,501,095


	Three Months Ended March 31, 2024
	As Previously
	Reported		Adjustments		Reference	As Restated

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(21,581,637)	$	(5,060,346)	D	$	(26,641,983)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		88,490		—			88,490
Stock-based compensation		454,363		—			454,363
Change in fair value of warrants		9,900,000		5,060,346	D		14,960,346
Change in operating lease right-of-use asset		15,436		—			15,436
Changes in:
Prepaid expenses and other assets		(448,959)		—			(448,959)
Lease liability		(4,639)		—			(4,639)
Accounts payable and accrued liabilities		(1,784,695)		—			(1,784,695)
Cash used in operating activities		(13,361,641)		—			(13,361,641)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant & equipment		(21,633)		—			(21,633)
Cash used in investing activities		(21,633)		—			(21,633)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of warrants, net of issuance costs (Note 2)		43,849,467		—			43,849,467
Cash provided by financing activities		43,849,467		—			43,849,467
INCREASE IN CASH AND CASH EQUIVALENTS		30,466,193		—			30,466,193
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		9,564,988		—			9,564,988
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	40,031,181	$	—		$	40,031,181
Settlement of warrants to equity	$	4,800,000	$	—		$	4,800,000
Conversion of preferred stock to common stock	$	31,758,346	$	—		$	31,758,346