UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 12, 2025, the board of directors (the “Board”) of Cellectar Biosciences, Inc. (the “Company”) approved amendments to the employment agreements of James V. Caruso, the Company’s President and Chief Executive Officer, and Jarrod Longcor, the Company’s Chief Operating Officer, to update their severance benefits for certain qualifying terminations of employment during the twelve-month period following a change in control of the Company to 24 months of base salary, target bonus and benefit continuation for Mr. Caruso and 18 months of base salary and benefits continuation for Mr. Longcor.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 11, 2025, the Board adopted the Amended and Restated By-Laws of the Company (the “By-Laws”), effective immediately. The By-Laws, among other things: (i) align the Company’s by-laws with developments in Delaware law and jurisprudence; (ii) revise the procedural and disclosure requirements applicable to stockholders’ director nominations and proposals for other business; and (iii) change the quorum requirement for meetings of stockholders from a majority to one-third (1/3) of the shares of stock entitled to be voted present in person or represented by proxy at a meeting. The By-Laws also implement certain other ministerial and conforming changes.
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. | Financial Statements and Exhibits. |
(d) Exhibits
| Number | Title | |
| 3.1 | Amended and Restated By-Laws of Cellectar Biosciences, Inc., effective as of March 11, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 104) |
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: March 17, 2025 | By: | /s/ Chad J. Kolean |
| Name: | Chad J. Kolean | |
| Title: | Chief Financial Officer | |