Cellectar Biosciences Announces Intent to Adjourn Annual Meeting Of Stockholders
26 Mai 2015 - 10:15PM
Meeting to be reconvened on June 9, 2015 at 10:00
AM Central Time
Board of Directors Wishes to Provide Stockholders
with Sufficient Time to Review Amendments to the Company's Annual
Report
Cellectar Biosciences, Inc. (Nasdaq:CLRB), a clinical stage
biopharmaceutical company developing innovative agents for the
detection and treatment of cancer, announced today that it intends
to call to order and then immediately adjourn its annual meeting of
stockholders to be held at its Corporate headquarters on Thursday,
May 28, 2015, at 10:00 a.m., local time. The adjournment of the
annual meeting of stockholders will be until 10:00 a.m., local time
on Tuesday, June 9, 2015 at Cellectar's headquarters, located at
3301 Agriculture Drive, Madison, Wisconsin. Cellectar's Board of
Directors is taking this action to allow stockholders sufficient
time to review its amended annual report on Form 10-K/A, including
the Company's restated financial results (available at
http://www.cellectar.com).
Stockholders of record may submit their votes for matters to be
considered at the annual meeting until the polls are formally
closed. Stockholders who have already voted in accordance with the
instructions contained in the proxy statement and related materials
do not need to submit new proxy cards or give new voting
instructions unless they wish to change their votes. Stockholders
who have not yet voted can still use the proxy cards and voting
instruction forms previously provided to them. Cellectar's Board of
Directors encourages all stockholders to review the proxy statement
and Annual Report on Form 10-K/A carefully before voting.
For stockholders who made arrangements to attend the annual
meeting on May 28th, Dr. Stephen Hill, chairman of the board of
directors, and Dr. Simon Pedder, president and chief executive
officer, plan to make themselves available for an informal
gathering following the adjournment of the formal meeting on May
28th.
Restatement of Prior Financial Statements:
As disclosed in a Form 8-K filed by the Company on May 18, 2015,
the Audit Committee of the Board of Directors of Cellectar, in
connection with an internal review conducted by Cellectar's
management, concluded that, because of a misapplication of the
accounting guidance related to certain of the Company's warrants,
Cellectar's previously issued unaudited condensed consolidated
financial statements for the three and nine months ended September
30, 2014 and audited consolidated financial statements for the
twelve months ended December 31, 2014 should no longer be relied
upon. On May 20, 2015, Cellectar filed an amended Form 10-Q/A for
the third quarter of 2014 and an amended 2014 Form 10-K/A for the
year ended December 31, 2014 reflecting the restatements which
result in non-cash, non-operating financial statement corrections
and have no impact on the Cellectar's current or previously
reported cash position, operating expenses or total operating,
investing or financing cash flows.
On August 20, 2014, in addition to other securities, Cellectar
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 this
offering by the holders of debentures representing $4,000,000
principal amount and related accrued interest of $172,435,
Cellectar issued an additional 1,109,690 warrants. These warrants
contain a cash settlement feature in the event there is no current
prospectus to support the issuance of stock and a warrant holder
wishing to exercise the warrant requests gross settlement rather
than net settlement via cashless exercise.
The Audit Committee, together with management, determined that
the financial statements subsequent to this issuance should be
restated to reflect the warrants issued in August 2014 as
liabilities, with subsequent changes in their estimated fair value
recorded as non-cash income or expense in each affected period.
About Cellectar Biosciences, Inc.
Cellectar Biosciences is developing agents to detect, treat and
monitor a broad spectrum of cancers. Using a novel phospholipid
ether analog (PLE) platform technology as a targeted delivery and
retention vehicle, Cellectar's compounds are designed to be
selectively taken up and retained in cancer cells including cancer
stem cells. With the ability to attach both imaging and therapeutic
agents to its proprietary delivery platform, Cellectar has
developed a portfolio of Phase I and Phase II product candidates
engineered to leverage the unique characteristics of cancer cells
to "find, treat and follow" malignancies in a highly selective way.
For additional information please visit www.cellectar.com.
This news release contains forward-looking statements. You can
identify these statements by our use of words such as "may,"
"expect," "believe," "anticipate," "intend," "could," "estimate,"
"continue," "plans," or their negatives or cognates. These
statements are only estimates and predictions and are subject to
known and unknown risks and uncertainties that may cause actual
future experience and results to differ materially from the
statements made. These statements are based on our current
beliefs and expectations as to such future outcomes. Drug
discovery and development involve a high degree of
risk. Factors that might cause such a material difference
include, among others, uncertainties related to the ability to
raise additional capital, uncertainties related to the ability to
attract and retain partners for our technologies, the
identification of lead compounds, the successful preclinical
development thereof, the completion of clinical trials, the FDA
review process and other government regulation,
our pharmaceutical collaborators' ability to successfully
develop and commercialize drug candidates, competition from other
pharmaceutical companies, product pricing and third-party
reimbursement. A complete description of risks and uncertainties
related to our business is contained in our periodic reports filed
with the Securities and Exchange Commission including our Form
10-K/A for the year ended December 31, 2014. These
forward-looking statements are made only as of the date hereof, and
we disclaim any obligation to update any such forward-looking
statements.
CONTACT: INVESTOR CONTACT
Kate McNeil
Vice President of IR, PR & Corporate Communications
Cellectar Biosciences, Inc.
Phone: (347) 204-4226
Email: kmcneil@cellectar.com
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