Cellectar Biosciences(CLRB) - 2025 Q3 - Quarterly Results

Series II Common Stock Purchase Warrant This document outlines the terms and conditions of the Series II Common Stock Purchase Warrant issued by Cellectar Biosciences, Inc. Warrant Details This section introduces the Series II Common Stock Purchase Warrant issued by Cellectar Biosciences, Inc., outlining the initial exercise date, termination date, and the company's common stock purchase terms - The warrant allows the holder to subscribe for and purchase Common Stock from Cellectar Biosciences, Inc. between the Initial Exercise Date of October 8, 2025, and the Termination Date of April 8, 2027[3] Section 1. Definitions This section defines key legal and financial terms to ensure consistent interpretation throughout the warrant document Key Terms Defined This section provides definitions for key terms used throughout the warrant document, ensuring clarity and consistent interpretation of legal and financial concepts - Key definitions include 'Affiliate', 'Bid Price', 'Business Day', 'Common Stock', 'Common Stock Equivalents', 'Trading Market' (e.g., NYSE American, Nasdaq, OTCQB/OTCQX), 'Transfer Agent', and 'VWAP' (Volume Weighted Average Price)[4][5][8][9][10][15][16] - The 'Warrants' refer to this specific Series II Common Stock purchase warrant and other similar warrants issued by the Company[17] Section 2. Exercise This section details the procedures, pricing, and limitations for exercising the Series II Common Stock Purchase Warrant a) Exercise of Warrant%20Exercise%20of%20Warrant) This subsection details the procedure for exercising the warrant, allowing for whole or partial exercise at any time between the Initial Exercise Date and the Termination Date via email submission of a Notice of Exercise - Exercise can be made in whole or in part by delivering a duly executed PDF copy of the Notice of Exercise via email[18] - The aggregate Exercise Price must be delivered within one Trading Day or the Standard Settlement Period, unless a cashless exercise is specified[18] b) Exercise Price%20Exercise%20Price) This section specifies the initial exercise price per share of Common Stock, subject to future adjustments as outlined in the warrant Exercise Price | Item | Value | | :------------ | :------ | | Exercise Price | $6.00 | c) Cashless Exercise%20Cashless%20Exercise) This subsection describes the cashless exercise mechanism, which allows the holder to receive Warrant Shares without a cash payment if no effective registration statement is available for resale, using a specific formula based on VWAP and the Exercise Price - Cashless exercise is available if there is no effective registration statement for the resale of Warrant Shares[21] - The number of Warrant Shares received is calculated by dividing [(VWAP - Exercise Price) * Number of Cash Exercise Shares] by VWAP[21][23] d) Mechanics of Exercise%20Mechanics%20of%20Exercise) This section outlines the practical aspects of exercising the warrant, including the delivery of shares, handling of partial exercises, rescission rights, compensation for delivery failures, and treatment of fractional shares and expenses - Warrant Shares are to be transmitted by the Transfer Agent via DWAC or physical certificate within one Trading Day or the Standard Settlement Period after Notice of Exercise[24] - Failure to deliver shares by the Warrant Share Delivery Date incurs liquidated damages of $10 per Trading Day for each $1,000 of Warrant Shares[24] - Holders have rescission rights and compensation for 'Buy-In' costs if the Company fails to timely deliver Warrant Shares[27][28] - No fractional shares are issued; the Company will either pay a cash adjustment or round up to the next whole share[30] - The Company is responsible for all issue or transfer taxes and Transfer Agent fees related to the issuance of Warrant Shares[31] e) Holder's Exercise Limitations%20Holder's%20Exercise%20Limitations) This subsection imposes a beneficial ownership limitation on the holder, restricting the exercise of the warrant if it would result in the holder (and affiliates) owning more than a specified percentage of the Company's outstanding Common Stock - The Beneficial Ownership Limitation is 4.99% (or 9.99% upon election) of the outstanding Common Stock immediately after exercise[34] - The Holder is responsible for determining compliance with this limitation and for any required Section 13(d) filings[34] Section 3. Certain Adjustments This section describes various adjustments to the warrant's terms, including those related to stock events and corporate transactions a) Stock Dividends and Splits%20Stock%20Dividends%20and%20Splits) This subsection details how the Exercise Price and the number of Warrant Shares will be adjusted in response to stock dividends, subdivisions, combinations (splits), or reclassifications of the Company's Common Stock - The Exercise Price and number of Warrant Shares will be proportionately adjusted for stock dividends, splits, combinations, or reclassifications to keep the aggregate Exercise Price unchanged[36] b) Subsequent Rights Offerings%20Subsequent%20Rights%20Offerings) This section grants the Holder the right to acquire Purchase Rights offered pro rata to Common Stock holders, as if the warrant had been fully exercised prior to such offering, subject to the Beneficial Ownership Limitation - Holder is entitled to acquire Purchase Rights offered pro rata to Common Stock holders, as if the warrant was fully exercised, subject to the Beneficial Ownership Limitation[37] c) Dividends and Distributions%20Dividends%20and%20Distributions) This subsection restricts the Company from paying cash dividends or making other asset distributions to capital stock holders prior to the Termination Date, with an exception for bankruptcy or dissolution, and requires prior notice for cash dividends - The Company must provide 90 days' prior written notice for any cash dividend to capital stock holders[38] - No other asset distributions are permitted prior to the Termination Date, except in cases of bankruptcy or dissolution[38] d) Fundamental Transaction%20Fundamental%20Transaction) This section defines various corporate actions as 'Fundamental Transactions' and outlines the Holder's rights upon such an event, including receiving alternate consideration or having the Company/Successor Entity purchase the warrant at its Black Scholes Value - A 'Fundamental Transaction' includes mergers, asset sales, tender offers, reclassifications, or business combinations where over 50% of Common Stock or voting power is acquired[40] - Upon a Fundamental Transaction, the Holder can choose to receive Alternate Consideration or have the Company/Successor Entity purchase the warrant at its Black Scholes Value[40][41] - The Black Scholes Value is determined using the Black-Scholes Option Pricing Model, considering factors like risk-free interest rate, volatility, underlying price, and remaining option time[40] e) Calculations%20Calculations) This subsection specifies the precision for all calculations under Section 3 and defines how the number of outstanding Common Stock shares is determined - All calculations under Section 3 are to be made to the nearest cent or 1/100th of a share[42] f) Notice to Holder%20Notice%20to%20Holder) This section mandates the Company to provide timely email notices to the Holder regarding adjustments to the Exercise Price and significant corporate events that may affect the Common Stock or the warrant's exercise - The Company must promptly notify the Holder by email of any Exercise Price adjustments and the facts requiring such adjustment[43] - The Company must provide at least 20 calendar days' notice for events like dividends, redemptions, rights offerings, reclassifications, mergers, or dissolution[44] - Any notice containing material, non-public information must be filed with the SEC via Form 8-K[44] g) Voluntary Adjustment By Company%20Voluntary%20Adjustment%20By%20Company) This subsection grants the Company's board of directors the discretion to voluntarily reduce the Exercise Price for any period, subject to Trading Market rules and regulations - The Company's board of directors may voluntarily reduce the Exercise Price at any time during the warrant's term, subject to Trading Market rules[46] Section 4. Transfer of Warrant This section specifies the conditions and procedures for transferring the warrant, including registration and holder representations a) Transferability%20Transferability) This subsection outlines the conditions and procedures for transferring the warrant, in whole or in part, including the requirement for a written assignment and payment of transfer taxes - The warrant is transferable, in whole or in part, upon surrender of the warrant with a duly executed written assignment and payment of any transfer taxes[47] b) New Warrants%20New%20Warrants) This subsection describes the process for dividing or combining warrants, allowing for the issuance of new warrants with specified denominations upon presentation and notice - Warrants may be divided or combined, resulting in new warrants dated the Initial Exercise Date and identical except for the number of Warrant Shares[49] c) Warrant Register%20Warrant%20Register) This subsection states that the Company will maintain a Warrant Register to record the holder of the warrant and will treat the registered holder as the absolute owner for all purposes - The Company will maintain a 'Warrant Register' and treat the registered Holder as the absolute owner for exercise and distribution purposes[50] d) Representation by the Holder%20Representation%20by%20the%20Holder) This subsection includes a representation by the Holder that the warrant and any acquired Warrant Shares are for their own account and not for distribution or resale in violation of securities laws - By accepting the warrant, the Holder represents that they are acquiring it and the Warrant Shares for their own account, not for distribution or resale in violation of securities laws[51] Section 5. Miscellaneous This section addresses general legal provisions, including stockholder rights, loss procedures, governing law, and remedies a) No Rights as Stockholder Until Exercise; No Settlement in Cash%20No%20Rights%20as%20Stockholder%20Until%20Exercise%3B%20No%20Settlement%20in%20Cash) This subsection clarifies that the Holder does not have stockholder rights (e.g., voting, dividends) until the warrant is exercised, and the Company is not required to net cash settle an exercise - The Holder does not have voting rights, dividends, or other stockholder rights prior to the exercise of the warrant, except as expressly set forth in Section 3[52] - The Company is not required to net cash settle an exercise of this Warrant[52] b) Loss, Theft, Destruction or Mutilation of Warrant%20Loss%2C%20Theft%2C%20Destruction%20or%20Mutilation%20of%20Warrant) This subsection outlines the Company's covenant to issue a new warrant or stock certificate if the original is lost, stolen, destroyed, or mutilated, upon satisfactory evidence and indemnity - The Company will issue a new warrant or stock certificate upon satisfactory evidence of loss, theft, destruction, or mutilation, and appropriate indemnity[53] c) Saturdays, Sundays, Holidays, etc.%20Saturdays%2C%20Sundays%2C%20Holidays%2C%20etc.) This subsection specifies that if any required action or right expiration falls on a non-Business Day, it may be taken or exercised on the next succeeding Business Day - If an action or right expiration falls on a non-Business Day, it may be taken or exercised on the next Business Day[55] d) Authorized Shares%20Authorized%20Shares) This subsection details the Company's covenants regarding authorized shares, including reserving sufficient shares for warrant exercise, ensuring valid and fully paid issuance, and taking actions to protect the Holder's rights against impairment - The Company covenants to reserve sufficient authorized and unissued Common Stock for the issuance of Warrant Shares upon exercise[56] - The Company will ensure Warrant Shares are duly authorized, validly issued, fully paid, nonassessable, and free from Company-created taxes, liens, and charges[56] - The Company agrees not to take actions that would avoid or impair the terms of the Warrant and will assist in protecting the Holder's rights[57] e) Governing Law%20Governing%20Law) This subsection establishes that the warrant will be governed by New York law and that all legal proceedings will be exclusively commenced in New York City courts - The warrant is governed by the internal laws of the State of New York[60] - All legal proceedings related to the warrant will be exclusively commenced in state and federal courts in New York City[60] f) Restrictions%20Restrictions) This subsection informs the Holder that Warrant Shares acquired upon exercise, if not registered and cashless exercise is not utilized, will be subject to resale restrictions under state and federal securities laws - Warrant Shares acquired upon exercise, if not registered and cashless exercise is not used, will have resale restrictions under state and federal securities laws[61] g) Nonwaiver and Expenses%20Nonwaiver%20and%20Expenses) This subsection states that no delay or failure to exercise rights by the Holder constitutes a waiver, and the Company will reimburse the Holder for costs and expenses, including attorney's fees, if it willfully fails to comply with the warrant's provisions - No delay or failure by the Holder to exercise any right constitutes a waiver[62] - If the Company willfully and knowingly fails to comply, resulting in material damages, it must pay the Holder's costs and expenses, including reasonable attorneys' fees[62] h) Notices%20Notices) This subsection specifies the methods for delivering notices between the Company and the Holder, including personal delivery, email, or overnight courier, and defines when such notices are deemed effective - Notices can be delivered personally, by e-mail, or via nationally recognized overnight courier service[64] - Notices are deemed effective at the time of transmission (for e-mail during business hours), the next Trading Day (for e-mail outside business hours), the second Trading Day after mailing, or upon actual receipt[64] - Any notice containing material, non-public information must be simultaneously filed with the Commission via a Current Report on Form 8-K[64] i) Limitation of Liability%20Limitation%20of%20Liability) This subsection clarifies that the Holder incurs no liability for the purchase price of Common Stock or as a stockholder of the Company merely by holding the warrant, prior to its exercise - Holding the warrant does not create liability for the Holder for the purchase price of Common Stock or as a stockholder of the Company prior to exercise[65] j) Remedies%20Remedies) This subsection grants the Holder the right to specific performance for breaches of the warrant's provisions, with the Company waiving the defense that monetary damages would be adequate - The Holder is entitled to specific performance of its rights under the Warrant[66] - The Company waives the defense that a remedy at law (monetary damages) would be adequate[66] k) Successors and Assigns%20Successors%20and%20Assigns) This subsection states that the warrant's rights and obligations benefit and bind the successors and permitted assigns of both the Company and the Holder, and are enforceable by any Holder - The warrant's rights and obligations benefit and bind the successors and permitted assigns of both the Company and the Holder[67] l) Amendment%20Amendment) This subsection specifies that the warrant can only be modified, amended, or its provisions waived with the written consent of both the Company and the Holder - The Warrant can only be modified, amended, or its provisions waived with the written consent of the Company and the Holder[68] m) Severability%20Severability) This subsection ensures that if any provision of the warrant is found to be prohibited or invalid under applicable law, it will be ineffective only to that extent, without invalidating the remaining provisions - If any provision is prohibited or invalid under applicable law, it is ineffective only to that extent, without invalidating the rest of the warrant[70] n) Headings%20Headings) This subsection clarifies that the headings used in the warrant are for convenience of reference only and do not constitute a part of the warrant's substantive terms - Headings are for convenience of reference only and are not considered part of the Warrant[71] Signature Page This page serves as the formal execution section where Cellectar Biosciences, Inc. officially signs the warrant through an authorized officer Company Execution This page serves as the formal execution section where Cellectar Biosciences, Inc. officially signs the warrant through an authorized officer - The Company, Cellectar Biosciences, Inc., executes the Warrant through an authorized officer[73][74] NOTICE OF EXERCISE Form This section provides the template for the 'Notice of Exercise' form, used by the Holder to formally elect to purchase Warrant Shares Exercise Form Details This section provides the template for the 'Notice of Exercise' form, which the Holder uses to formally elect to purchase Warrant Shares, specifying payment method and delivery instructions - The form allows the undersigned to elect to purchase Warrant Shares, specifying the number of shares[76] - Payment can be made in lawful money or through a cashless exercise, if permitted[77] - The form requires delivery instructions for the Warrant Shares, including a DWAC Account Number, and a representation that the undersigned is an 'accredited investor'[78] ASSIGNMENT FORM This section presents the 'Assignment Form' template, used by a Holder to assign the warrant and all associated rights to another party Warrant Assignment Form This section presents the 'Assignment Form' template, used by a Holder to assign the warrant and all associated rights to another party, requiring the assignee's details and the Holder's signature - The form is used to assign the warrant and all rights to a new party[82] - It requires the name, address, phone number, and email address of the assignee, along with the Holder's signature and address[82]