Quarterly report pursuant to Section 13 or 15(d)

Document And Entity Information

Document And Entity Information
9 Months Ended
Sep. 30, 2014
Nov. 10, 2014
Document Information [Line Items]    
Entity Registrant Name Cellectar Biosciences, Inc.  
Entity Central Index Key 0001279704  
Current Fiscal Year End Date --12-31  
Entity Filer Category Smaller Reporting Company  
Trading Symbol CLRB  
Entity Common Stock, Shares Outstanding   7,562,762dei_EntityCommonStockSharesOutstanding
Document Type 10-Q  
Amendment Flag true  
Document Period End Date Sep. 30, 2014  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2014  
Amendment Description Cellectar Biosciences, Inc. (the “Company”) is filing this amended Form 10-Q/A (“Form 10-Q/A”) to amend our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, originally filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2014 (the “Original Filing”), to restate our condensed consolidated financial statements and related footnote disclosures for the three months and nine months ended September 30, 2014. This Form 10-Q/A also amends certain other Items in the Original Filing, as listed in “Items Amended in this Form 10-Q/A” below Restatement Background On May 14, 2015, the Audit Committee of our Board of Directors (the “Audit Committee”), after discussion with management, determined that the following financial statements previously filed with the SEC should no longer be relied upon: (1) the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014, and; (2) the condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (the “Affected Periods”). Similarly, the related press releases, Report of Independent Registered Public Accounting Firm on the consolidated financial statements as of and for the year ended December 31, 2014 and the stockholder communications describing the portion of our financial statements for the Affected Periods should no longer be relied upon. As discussed in further detail below and in Note 1A to the accompanying condensed consolidated financial statements, the restatement is the result of a misapplication in the guidance on accounting for warrants. We evaluated the impact of this misapplication on the financial statements listed above and concluded that the impact was material to those financial statements. Consequently, we have restated the prior period financial statements identified above. All amounts in this Quarterly Report affected by the restatement adjustments reflect such amounts as restated. Based on Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), warrant instruments that could potentially require net cash settlement in the absence of express language precluding such settlement and those which include “down-round provisions” should be initially classified as derivative liabilities at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the derivative instruments should be reported in the statement of operations. On August 20, 2014, in addition to other securities, we issued 3,833,333 warrants to purchase shares of our common stock at an exercise price of $4.68 per share as part of an underwritten offering. In connection with the election to participate in that offering by the holders of debentures representing $4,000,000 principal amount and related accrued interest of $172,435, we issued an additional 1,109,690 warrants (for further discussion of this underwritten offering, please refer to Note 4 – “Stockholders’ Equity”). These warrants contain a cash settlement feature applicable in circumstances where there is no current prospectus to support the issuance of registered common stock and a warrant holder wishing to exercise the warrant requests gross settlement rather than the net settlement via cashless exercise provided for in the warrant agreement. The Audit Committee, together with management, determined that the financial statements in the Affected Periods should be restated to reflect the warrants issued in August 2014 as a derivative liability, with subsequent changes in their estimated fair value recorded as non-cash income or expense in each Affected Period. These restatements result in non-cash, non-operating financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. In connection with the restatement, management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of September 30, 2014 based on the framework in “Internal Control-Integrated Framework (1992 framework)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management has concluded that the Company’s disclosure controls and procedures and internal controls over financial reporting were not effective as of September 30, 2014, solely due to a material weakness in internal control over financial reporting related to the accounting for equity instruments. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part I, Item 4, “Controls and Procedures” of this Form 10-Q/A. Except as described above, this Form 10-Q/A does not amend, update or change any other items or disclosures in the Original Filing and does not purport to reflect any information or events subsequent to the filing thereof. As such, this Form 10-Q/A speaks only as of the date the Original Filing was filed, and we have not undertaken herein to amend, supplement or update any information contained in the Original Filing to give effect to any subsequent events. Accordingly, this Form 10-Q/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Filing, including any amendment to those filings. Restatement of Other Financial Statements In addition to this Form 10-Q/A, we are concurrently filing an amendment to our Annual Report on Form 10-K/A for the year ended December 31, 2014 (the “Form 10-K/A”). We are filing the Form 10-K/A to restate our consolidated financial statements and related financial information for the year ended December 31, 2014 and to amend certain other Items within those reports.