Form D

View Original Filing

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
CELLECTAR BIOSCIENCES, INC.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

  • NOVELOS THERAPEUTICS, INC.
  • COMMONS HORIZONS INC.
  • NOVELOS THERAPEUTICS, INC.
  • COMMON HORIZONS INC
Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

100 CAMPUS DRIVE
FLORHAM PARK, NJ 07932
Phone Number: subscription required

Item 3. Related Persons

Name
CHARLES T. BERNHARDT
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
JAMES V. CARUSO
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
FREDERICK W DRISCOLL
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
STEPHEN A. HILL
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
STEFAN LOREN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JOHN NEIS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
DOUGLAS J. SWIRSKY
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JARROD LONGCOR
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 4. Industry Group

PHARMACEUTICALS

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
NO REVENUES

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
05/20/2019

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity
  • Option, Warrant or Other Right to Acquire Another Security

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 12. Sales Compensation

Recipient
ROTH CAPITAL PARTNERS, LLC
Recipient CRD Number
15407
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
888 SAN CLEMENTE DRIVE
NEWPORT BEACH, CA 92660
States of Solicitation
  • CA
  • FL
  • IL

Item 13. Offering and Sales Amounts

Total Offering Amount
14645000
Total Amount Sold
5045000
Total Remaining to be Sold
9600000
Clarification of Response
THE $9.6 MILLION REMAINING TO BE SOLD ARE 4,000,000 WARRANTS WITH AN EXERCISE PRICE OF $2.40 PER SHARE, ONLY TO THE EXTENT SUCH WARRANTS ARE EXERCISED. DOES NOT INCLUDE A $4,955,000 CONCURRENT REGISTERED OFFERING.

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
11

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
378375.0
Finders' Fees
0.0
Clarification of Response
SALES COMMISSIONS RELATES TO COMMISSIONS FOR THE SALE OF COMMON STOCK AND WARRANTS IN THE PRIVATE PLACEMENT.

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
CELLECTAR BIOSCIENCES, INC.
Issuer Signature
/S/ CHARLES T. BERNHARDT
Signer Name
CHARLES T. BERNHARDT
Signer Title
INTERIM CHIEF FINANCIAL OFFICER
Signature Date
05/31/2019
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