Cellectar Biosciences, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Under the supervision, and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the period ending December 31, 2025. Based on that evaluation, management has concluded that as of the respective period, our disclosure controls and procedures were not effective to the material weaknesses in internal control over financial reporting described below. Notwithstanding the material weaknesses in our internal control over financial reporting, management has concluded that the audited consolidated financial statements included in this Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act for the Company. Management assessed the effectiveness of internal control over financial reporting as of the year ended December 31, 2025. In making this assessment, our management used the criteria set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”). Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2025, because of the material weaknesses described below. This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm, as allowed by the SEC. 94 Table of Contents Material Weaknesses A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected on a timely basis. Management concluded that material weaknesses existed as of the year ended December 31, 2024. Specifically, management identified deficiencies in the principles associated with the control environment, risk assessment, control activities, information and communication and monitoring components of internal control, based on the criteria established by the COSO Framework, that constitute material weaknesses, either individually or in the aggregate. ● Control Environment: The Company lacked appropriate policies and resources to develop and operate effective internal control over financial reporting, which contributed to the Company’s inability to properly analyze, record and disclose accounting matters accurately and timely. This was further impacted by the limited number of staff in the Company’s accounting and finance function. This material weakness contributed to additional material weaknesses further described below. ● Risk Assessment: The Company does not have a formal process to identify, update, and assess risks, including risks around the accounting for complex transactions, that could significantly impact the design and operation of the Company’s control activities. ● Control Activities: Management did not design and implement effective control activities and identified the following material weaknesses: o Management failed to design and implement adequate internal controls over financial reporting which resulted in the inaccurate accounting of preferred equity and warrants o Management failed to design and implement adequate internal controls over the recording of stock-based compensation expense related to the restricted stock awards granted in December 2023. o Management failed to design and implement adequate internal controls over financial reporting as it relates to the proper fair value methodologies and assumptions used to value financial instruments, specific to the assumptions utilized in the valuation of the preferred warrants. ● Information and Communication: As noted above, the Company had a limited number of staff in its finance and accounting function, and therefore was unable to design and maintain appropriate segregation of duties in the initiation, recording, and approval of transactions within its financial systems. This, coupled with management having not designed and maintained user access controls that adequately restrict user and privileged access to financial applications, and the absence of sufficient other mitigating controls, created segregation of duties deficiencies. ● Monitoring Activities: Management did not appropriately select, develop, and perform ongoing evaluations to ascertain whether the components of internal controls are present and functioning These material weaknesses resulted in errors that required the restatement of the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2023 and December 31, 2022, as well as the restatement of the Company’s condensed consolidated financial statements as of and for the interim periods ended March 31, 2024, September 30, 2023, June 30, 2023, March 31, 2023, September 30, 2022, June 30, 2022, and March 31, 2022. Additionally, these material weaknesses could result in a misstatement of the account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or timely detected. ​ 95 Table of Contents Management’s Plan to Remediate the Material Weaknesses The process of designing and maintaining effective internal control over financial reporting is a continuous effort that requires management to anticipate and react to changes in our business, economic and regulatory environments and to expend significant resources. In early 2024, the Company began recruiting and hired qualified accounting and financial reporting personnel to supplement our level of knowledge and experience with internal control over financial reporting in order to begin to design and implement a formal control environment and risk assessment process. Such process includes identification of risks, the level of detail in our risk assessment, and the clarity of the linkage between risks and internal controls. The results of this effort are expected to enable us to effectively identify, develop, evolve and implement controls and procedures to address risks. Additionally, the Company has also initiated the implementation of an ERP system, which will provide a system-based control structure for all financial transactions. As our remediation efforts are still on-going, we will continue to consider the need for additional resources and implement further enhancements to our policies and procedures as necessary to further improve our internal control over financial reporting. As we work to improve our internal control over financial reporting, we may modify our remediation plan and may implement measures as we continue to review, optimize and enhance our financial reporting controls and procedures in the ordinary course. The material weaknesses will not be considered remediated until the remediated controls have been operating for a sufficient period of time and can be evidenced through testing that these are operating effectively. Changes in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting during the period ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ​ Item 9B. Other Information. Certain information regarding annual incentive bonus is included under Item 11 of this Form 10-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. ​ 96 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this item is incorporated herein by reference to our definitive proxy statement for our 2026 Annual Meeting of Stockholders under the captions “Election of Directors,” “Officers and Directors” and “Corporate Governance.” Insider Trading Policy We have adopted an Insider Trading Policy which governs the purchase, sale and/or any other dispositions of our securities by the Company and its directors, officers and employees and is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable exchange listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. Code of Ethics The board of directors has adopted a Code of Ethics applicable to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. A copy of the Code of Ethics is available at our website www.cellectar.com. Item 11. Executive Compensation. Compensation of Directors and Executive Officers Executive Compensation This section provides information, in tabular and narrative formats specified in applicable SEC rules, regarding the amounts of compensation paid to each of our named executive officers, or NEOs, and related information. As a smaller reporting company, the Company has presented such information in accordance with the scaled disclosure requirements permitted under applicable SEC regulations. The following table sets forth certain information concerning all cash and non-cash compensation awarded to, earned by or paid to our each of NEOs for the years ended December 31, 2025 and 2024: 2025 Summary Compensation Table ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Option ​ Incentive Plan ​ ​ ​ ​ ​ ​ Salary ​ Awards ​ Compensation ​ ​ Name and Principal Position ​ ​ ​ Year ​ ​ ​ ($) ​ ​ ​ ($) (1) ​ ​ ​ ($) (2) ​ ​ ​ Total ($) James V. Caruso 2025 676,000 210,600 169,000 1,055,600 President and Chief Executive Officer 2024 650,000 2,214,000 178,750 3,042,750 Jarrod Longcor 2025 520,000 116,995 130,000 766,995 Chief Operating Officer 2024 500,000 1,230,000 100,000 1,830,000 Chad J. Kolean 2025 442,000 67,855 110,500 620,355 Chief Financial Officer 2024 425,000 713,400 85,000 1,223,400 (1) The reported amounts represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC 718”). All assumptions made regarding the valuation of option awards can be referenced in Note 7 in the Notes to Restated Consolidated Financial Statements included in this Annual Report on Form 10-K. The amounts reported for 2025 represent stock option awards to Messrs. Caruso, Longcor and Kolean with respect to 30,000 shares, 16,666 shares, and 9,666 shares, respectively, which awards were approved by the Compensation Committee on February 14, 2025. (2) Amounts in this column represent bonuses approved by the Compensation Committee based on its annual review of the performance of the executive officers against predetermined financial and strategic objectives established for the year. NEOs are 97 Table of Contents paid the same percentage upon the achievement of financial objectives and may be paid varied percentages upon the achievement of strategic objectives depending on the subject matter. Equity Awards As described in Note (1) to the 2025 Summary Compensation Table above, on February 14, 2025 the Compensation Committee approved stock option awards to Messrs. Caruso, Longcor and Kolean with respect to 30,000 shares, 16,666 shares, and 9,666 shares, respectively, subject to stockholder approval of an amendment to the 2021 Plan at the 2024 annual meeting of stockholders. These options are scheduled to vest one-third on the first anniversary of the grant date and in 24 equal monthly installments thereafter, subject to continuous employment with the Company through each vesting date. Employment Agreements James V. Caruso. We entered into an employment agreement with Mr. Caruso as of June 15, 2015, as amended and restated on April 15, 2019, and amended on March 12, 2025, pursuant to which Mr. Caruso serves as President and Chief Executive Officer of the Company. Under the agreement, the Company pays Mr. Caruso a base salary that is adjusted from time to time. Mr. Caruso is also eligible for an annual bonus, based on performance, with an initial target of up to 55% of his base salary at the discretion of the Compensation Committee. If Mr. Caruso is terminated other than for cause or by Mr. Caruso for good reason within 12 months after a change in control (i.e. double trigger), he is entitled to severance in an amount equal to (i) 24 months of base salary, (ii) his then applicable target bonus payable over 24 months (a total of 2.0x the annual target bonus payable at the time of termination) and (iii) 24 months of payment or reimbursement of health insurance (equal to the premium paid by the Company prior to the date of termination), each payable in installments over 24 months. Following a termination of employment by the Company without cause or by Mr. Caruso for good reason that is not within 12 months after a change in control, Mr. Caruso is entitled to severance in an amount equal to 12 months base salary plus payment or reimbursement of health insurance for 12 months (equal to the premium paid by the Company prior to the date of termination). Each of the foregoing severance benefits is conditioned on Mr. Caruso’s execution of a release agreement in favor of the Company. Jarrod Longcor. We entered into an employment agreement with Mr. Longcor as of July 15, 2016, as amended and restated on April 15, 2019, and amended on November 10, 2019, and March 12, 2025. Under the agreement, Mr. Longcor receives a base salary that may be adjusted from time to time. Mr. Longcor is eligible for an annual bonus, based on performance, with an initial target of up to 40% of his base salary. If Mr. Longcor’s employment is terminated other than for cause or by Mr. Longcor for good reason, contingent upon the execution of a release agreement in favor of the Company, Mr. Longcor is entitled to (i) severance in an amount equal to nine months of Mr. Longcor’s annual base salary, provided that if such termination occurs within 12 months after a change in control (i.e. double trigger), such severance is increased to 18 months of Mr. Longcor’s full base salary, each payable in monthly installments, (ii) payment or reimbursement of health insurance (for nine or 18 months, as applicable), each payable in monthly installments, (iii) a payment amount equal to the annual bonus Mr. Longcor would have received for the calendar year in which the termination occurred prorated for the number of days elapsed in such year, and (iv) outplacement services not to exceed $7,500. Chad J. Kolean. We entered into an employment agreement with Mr. Kolean as of February 22, 2022. Pursuant to his employment agreement, Mr. Kolean receives a base salary that may be adjusted from time to time and is eligible to receive an annual performance bonus with a target amount equal to 40% of his base salary. In the event of a dismissal without cause or resignation by Mr. Kolean for good reason, contingent upon the execution of a release agreement in favor of the Company, Mr. Kolean is entitled to (i) severance in an amount equal to nine months of Mr. Kolean’s annual base salary, provided that if such termination occurs within 12 months after a change in control (i.e. double trigger), such severance is increased to 18 months of Mr. Kolean’s full base salary, each payable in monthly installments, (ii) payment or reimbursement of health insurance (for nine or 18 months, as applicable), each payable in monthly installments, and (iii) outplacement services not to exceed $7,500. 98 Table of Contents 2025 Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information with respect to outstanding equity awards as of December 31, 2025, with respect to our NEOs, and reflects the reverse stock split of our common stock that occurred on June 24, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Option Awards ​ ​ ​ Stock Awards ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Market ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ Value ​ ​ ​ ​ Number of ​ Number of ​ ​ ​ ​ ​ ​ Shares or ​ of Shares or ​ ​ ​ ​ securities ​ securities ​ ​ ​ ​ ​ ​ Units of ​ Units of ​ ​ ​ ​ underlying ​ underlying ​ Option ​ ​ ​ Stock ​ Stock ​ ​ ​ ​ unexercised ​ unexercised ​ Exercise ​ Option ​ that Have ​ that Have ​ ​ ​ ​ options (#) ​ options (#) ​ Price ​ Expiration ​ Not ​ Not Name ​ ​ ​ Date of Award ​ ​ ​ exercisable ​ ​ ​ unexercisable ​ ​ ​ ($/share) ​ ​ ​ date ​ ​ ​ Vested (#) ​ ​ ​ Vested ($) James V. Caruso 2/14/2025(1) — 30,000 ​ $ 8.70 2/14/2035 — — ​ 11/30/2023(1) 20,000 10,000 ​ $ 79.50 11/30/2033 — — ​ 1/17/2023(1) 16,916 484 ​ $ 50.40 1/17/2033 — — ​ 1/25/2022 4,730 — ​ $ 165.00 1/25/2032 — — ​ 3/4/2021 5,333 — ​ $ 522.00 3/4/2031 — — ​ 2/3/2020 333 — ​ $ 813.00 2/3/2030 — — ​ 1/17/2019 250 — ​ $ 597.00 1/17/2029 — — ​ 10/12/2018 499 — ​ $ 783.00 10/12/2028 — — ​ 5/12/2016 66 — ​ $ 4,440.00 5/12/2026 — — Jarrod Longcor 2/14/2025(1) — 16,666 ​ $ 8.70 6/15/2025 — — ​ ​ 11/30/2023(1) ​ 11,110 ​ 5,556 ​ $ 79.50 ​ 11/30/2033 ​ — ​ — ​ ​ 1/17/2023(1) ​ 9,332 ​ 268 ​ $ 50.40 ​ 1/17/2033 ​ — ​ — ​ ​ 1/25/2022 ​ 1,583 ​ — ​ $ 165.00 ​ 1/25/2032 ​ — ​ — ​ ​ 3/4/2021 ​ 1,500 ​ — ​ $ 522.00 ​ 3/4/2031 ​ — ​ — ​ ​ 2/3/2020 ​ 133 ​ — ​ $ 813.00 ​ 2/3/2030 ​ — ​ — ​ 1/17/2019 100 — ​ $ 597.00 1/17/2029 — — ​ 10/12/2018 209 — ​ $ 783.00 10/12/2028 — — ​ 9/18/2017 8 — ​ $ 5,490.00 9/18/2027 — — ​ 7/15/2016 25 — ​ $ 8,790.00 7/15/2026 — — Chad J. Kolean 2/14/2025(1) — 9,666 ​ $ 8.70 2/14/2035 — — ​ 11/30/2023(1) 6,444 3,222 ​ $ 79.50 11/30/2033 — — ​ 1/17/2023(1) 6,738 194 ​ $ 50.40 1/17/2033 — — ​ 2/22/2022 500 — ​ $ 147.00 2/21/2032 — — (1) These options are scheduled to vest one-third on the first anniversary of the grant date and in 24 equal monthly installments thereafter, subject to continuous employment with the Company through each vesting date. Pursuant to the terms of the option award agreements, options granted pursuant to the 2021 Stock Incentive Plan become fully vested upon a termination event within one year following a change in control, as defined in such plan. A termination event is defined as either termination of employment other than for cause or constructive termination resulting from a significant reduction in either the nature or scope of duties and responsibilities, a reduction in compensation or a required relocation. Risks Related to Compensation Policies and Practices When determining our compensation policies and practices, the Compensation Committee considers various matters relevant to the development of a reasonable and prudent compensation program, including whether the policies and practices are reasonably likely to have a material adverse effect on us. We believe that the mix and design of our executive compensation plans and policies do not encourage management to assume excessive risks and are not reasonably likely to have a material adverse effect on us. 99 Table of Contents 2025 Director Compensation The following table sets forth certain information about the compensation of our non-employee directors who served during the year ended December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Director ​ ​ ​ Option ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fees ​ Awards ​ ​ ​ Name ​ Year ​ ($) (1) ​ ($) (2) ​ Total ($) Asher Chanan-Khan, M.B.B.S., M.D. 2025 ​ $ 60,000 ​ $ 14,040 ​ $ 74,040 Frederick W. Driscoll 2025 ​ 60,000 ​ ​ 14,040 ​ ​ 74,040 Stefan D. Loren, Ph.D. 2025 ​ 60,000 ​ ​ 14,040 ​ ​ 74,040 John Neis 2025 ​ 60,000 ​ ​ 14,040 ​ ​ 74,040 Douglas J. Swirsky 2025 ​ 90,000 ​ ​ 21,060 ​ ​ 111,060 (1) Director fees consist of annual cash fees for service. (2) Granted on February 14, 2025. These stock options have an exercise price of $8.70 per share and fully vested on the first anniversary of the grant date, subject to continued service through applicable vesting date. The reported amounts represent the aggregate grant date fair value computed in accordance with ASC 718. All assumptions made regarding the valuation of equity awards can be referenced in Note 7 in the Notes to Restated Consolidated Financial Statements included in this Annual Report on Form 10-K. During 2025, we paid each of our non-employee directors a quarterly cash fee of $15,000 ($22,500 for Mr. Swirsky). In addition, in February 2025, we granted to each non-employee director stock options to purchase 2,000 shares (3,000 shares for Mr. Swirsky) (in each case, adjusted to reflect the reverse stock split of our common stock that occurred on June 24, 2025). Mr. Swirsky receives additional cash remuneration and option awards for his service as Chairman of the Board. We reimbursed directors for reasonable out-of-pocket expenses incurred in attending Board and committee meetings and undertaking certain matters on our behalf. Directors who are our employees do not receive additional fees for their service as directors. The aggregate number of option awards outstanding as of December 31, 2025, for each non-employee director was as follows: ​ ​ ​ ​ ​ ​ ​ Stock ​ ​ Options Name ​ Outstanding Asher Chanan-Khan, M.B.B.S., M.D. 5,353 Frederick W. Driscoll 5,585 Stefan D. Loren, Ph.D. 5,592 John Neis 5,592 Douglas J. Swirsky 8,395 ​ ​ 100 Table of Contents Clawback Policy Under the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our executive officers. We have adopted our Policy on Recoupment of Incentive Compensation (the “Clawback Policy”) in order to comply with the final clawback rules adopted by the SEC under the Rule, and the listing standards, as set forth in the Nasdaq Listing Rule 5608 (the “Final Clawback Rules”). The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined in the Final Clawback Rule (“Covered Officers”) in the event that we are required to prepare an accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, our Board may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement. The foregoing description of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Clawback Policy, a copy of which is attached hereto as Exhibit 97 and is incorporated herein by reference. Timing of Grants of Options We do not grant option awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on option award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards . In fiscal year 2025, we did not grant option awards to our named executive officers during the time period outlined in Item 402(x) of Regulation S-K Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item with respect to the security ownership of certain beneficial owners and the security ownership of management is incorporated herein by reference to our definitive proxy statement for our 2026 Annual Meeting of Stockholders under the caption “Security Ownership of Certain Beneficial Owners and Management.” ​ 101 Table of Contents Equity compensation plans The following table provides information as of December 31, 2025, regarding shares authorized for issuance under our equity compensation plans, including individual compensation arrangements. Equity compensation plan information ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of shares ​ ​ ​ ​ Weighted-average ​ remaining available for ​ ​ Number of shares to ​ exercise price of ​ future issuance under ​ ​ be issued upon ​ outstanding ​ equity compensation plans ​ ​ exercise of outstanding ​ options ​ (excluding shares reflected Plan category ​ ​ ​ options and rights (#) ​ ​ ​ and rights ($) ​ ​ ​ in column (a)) (#) ​ ​ (a) ​ (b) (c) Equity compensation plans approved by stockholders 211,642 ​ $ 79.28 100,651 ​ ​ ​ ​ ​ ​ ​ ​ Equity compensation plans not approved by stockholders 525 ​ $ 558.57 n/a ​ ​ ​ ​ ​ ​ ​ ​ Total 212,167 ​ $ 80.47 100,651 ​ ​ Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item with respect to certain relationships and related transactions is incorporated herein by reference to our definitive proxy statement for our 2026 Annual Meeting of Stockholders under the caption “Certain Relationships and Related-Person Transactions.” The information required by this item with respect to director independence is incorporated herein by reference to our definitive proxy statement for our 2026 Annual Meeting of Stockholders under the caption “Corporate Governance — Director Independence.” Item 14. Principal Accounting Fees and Services. The information required by this item is incorporated herein by reference to our definitive proxy statement for our 2026 Annual Meeting of Stockholders under the captions “Ratification of Appointment of our Independent Registered Public Accounting Firm” and “Audit Committee Matters — Audit and Other Fees.” ​ 102 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules. (a) Documents filed with this annual report on Form 10-K. (1) Financial Statements i. All financial statements of the Company as set forth under Item 8 of this annual report on Form 10-K. (2) Exhibits – The exhibits to this annual report on Form 10-K are listed on the Exhibit Index below. Exhibit Index Incorporated by Reference Exhibit No. ​ ​ ​ Description ​ ​ ​ Form ​ ​ ​ Filing Date ​ ​ ​ Exhibit No. 2.1 Agreement and Plan of Merger by and among Novelos Therapeutics, Inc., Cell Acquisition Corp. and Cellectar, Inc. dated April 8, 2011 8-K April 11, 2011 2.1 3.1 Second Amended and Restated Certificate of Incorporation 8-K April 11, 2011 3.1 3.2 Certificate of Ownership and Merger of Cellectar Biosciences, Inc. with and into Novelos Therapeutics, Inc. 8-K February 13, 2014 3.1 3.3 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation 8-K June 13, 2014 3.1 3.4 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation 8-K June 19, 2015 3.2 3.5 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation 8-K March 4, 2016 3.1 3.6 Certificate of Amendment of Second Amended and Restated Certificate of Incorporation 8-K June 1, 2017 3.2 3.7 Certificate of Amendment of Second Amended and Restated Certificate of Incorporation 8-K July 13, 2018 3.1 3.8 Certificate of Amendment of Second Amended and Restated Certificate of Incorporation 8-K February 25, 2021 3.1 3.9 Certificate of Correction of Certificate of Amendment of Second Amended and Restated Certificate of Incorporation 10-Q May 10, 2022 3.1 3.10 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation 8-K July 21, 2022 3.1 3.11 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation 8-K October 27, 2023 3.1 3.12 Amended and Restated By-laws 8-K December 2, 2022 3.1 3.13 Certificate of Designation of Preferences, Rights and Limitations of the Series D Convertible Preferred Stock 8-K December 28, 2020 3.1 3.14 Certificate of Elimination of the Series A Convertible Preferred Stock, the Series B Convertible Preferred Stock and the Series C Convertible Preferred Stock 8-K September 8, 2023 3.1 3.15 Amendment No. 1 to Certificate of Designation of the Series D Preferred Stock 8-K September 8, 2023 3.2 3.16 Certificate of Designation of Preferences, Rights and Limitations of the Series E Convertible Voting Preferred Stock 8-K September 8, 2023 3.3 3.17 ​ Certificate of Amendment to Second Amended and Restated Certificate of Incorporation ​ 8-K ​ June 25, 2025 ​ 3.1 4.1 ​ Form of common stock certificate ​ S-1/A ​ November 9, 2011 ​ 4.1 4.2 Form of Series D Preferred Stock certificate 8-K ​ December 28, 2020 4.1 4.3 Form of Tranche A Warrant 8-K September 8, 2023 4.1 4.4 Form of Tranche B Warrant 8-K ​ September 8, 2023 ​ 4.2 103 Table of Contents 4.5 ​ Form of Common Stock Purchase Warrant A ​ 8-K ​ July 22, 2024 ​ 4.1 4.6 ​ Form of Common Stock Purchase Warrant B ​ 8-K ​ July 22, 2024 ​ 4.2 4.7 ​ Form of Common Stock Purchase Warrant C ​ 8-K ​ July 22, 2024 ​ 4.3 4.8 ​ Description of Securities Registered under Section 12(b) of the Securities Exchange Act of 1934 ​ 10-K/A ​ April 1, 2024 ​ 4.3 4.9 ​ Form of Common Warrant ​ S-1/A ​ June 30, 2025 ​ 4.2 4.10 ​ Form of Pre-Funded Warrant ​ S-1/A ​ June 30, 2025 ​ 4.3 4.11 ​ Representative Warrant ​ S-1/A ​ June 30, 2025 ​ 4.4 4.12 ​ Form of Series I Warrant ​ 8-K ​ October 10, 2025 ​ 4.1 4.13 ​ Form of Series II Warrant ​ 8-K ​ October 10, 2025 ​ 4.2 10.1 Form of Restricted Common Stock Agreement** 10-Q August 14, 2017 10.1 10.2 Form of Series D Common Stock Purchase Warrant 8-K October 11, 2017 4.1 10.3 Registration Rights Agreement, dated as of October 10, 2017, by and among Cellectar Biosciences, Inc. and the Purchasers 8-K October 11, 2017 10.2 10.4 Form of Non-Statutory Stock Option** S-8 November 9, 2017 10.2 10.5 Stock Option Agreement with James V. Caruso** S-8 November 9, 2017 10.4 10.6 Stock Option Agreement with Jarrod Longcor** S-8 November 9, 2017 10.5 10.7 Series E Common Stock Purchase Warrant S-1/A July 18, 2018 4.5 10.8 Form of Warrant Agency Agreement S-1/A July 18, 2018 4.7 10.9 Agreement of Lease between the Company and KBS II 100-200 Campus Drive, LLC S-1/A July 18, 2018 10.35 10.10 Form of Non-Statutory Stock Option (Definitive/Contingent – Employees)** 10-Q November 13, 2018 10.3 10.11 Form of Non-Statutory Stock Option (Definitive/Contingent – Directors)** 10-Q November 13, 2018 10.4 10.12 Amended and Restated Employment Agreement between the Company and James Caruso, dated April 15, 2019** 8-K April 19, 2019 10.1 10.13 Amended and Restated Employment Agreement between the Company and Jarrod Longcor, dated April 15, 2019** 8-K April 19, 2019 10.2 10.14 Form of Series F Common Stock Purchase Warrant 8-K May 20, 2019 4.1 10.15 Form of Series G Common Stock Purchase Warrant 8-K May 20, 2019 4.2 10.16 Registration Rights Agreement, dated as of May 16, 2019, by and among Cellectar Biosciences, Inc. and the Purchasers 8-K May 20, 2019 10.3 10.17 Cellectar Biosciences, Inc. Amended and Restated 2015 Stock Incentive Plan** 8-K June 14, 2019 10.1 10.18 2021 Stock Incentive Plan** 8-K June 24, 2021 10.1 10.19 Amendment 1 to the 2021 Stock Incentive Plan** 8-K June 27, 2022 10.1 10.20 2021 Stock Incentive Plan, as Amended** 8-K June 29, 2023 10.1 10.21 2021 Stock Incentive Plan, as Amended** 8-K June 14, 2024 10.1 10.22 Amendment to Amended and Restated Employment Agreement between the Company and Jarrod Longcor dated November 10, 2019** 10-Q November 12, 2019 10.2 10.23 Form of Underwriting Agreement S-1/A May 20, 2020 1.1 10.24 Form of Series H Warrant S-1/A May 20, 2020 4.3 10.25 Form of Warrant Agency Agreement 8-K June 5, 2020 4.3 10.26 Equity Distribution Agreement between Cellectar Biosciences, Inc. and Oppenheimer & Co. Inc., dated August 11, 2020 8-K August 11, 2020 10.1 10.27 Form of Securities Purchase Agreement 8-K December 28, 2020 10.1 10.28 ​ Form of Registration Rights Agreement ​ 8-K ​ December 28, 2020 ​ 10.2 10.29 Employment Agreement between the Company and Chad Kolean dated February 23, 2022 ​ 8-K ​ February 25, 2022 ​ 10.1 10.30 Form of First Amendment of Lease, dated December 30, 2022 8-K January 4, 2023 ​ 10.31 Form of Common Warrant 8-K October 25, 2022 4.1 104 Table of Contents 10.32 Form of Pre-Funded Warrant 8-K October 25, 2022 4.2 10.33 Form of Registration Rights Agreement, dated as of October 20, 2022, by and between the Company and the purchasers named therein 8-K October 25, 2022 10.3 10.34 ​ Form of Indemnification Agreement ​ 8-K ​ December 2, 2022 ​ 10.1 10.35 ​ Inducement Letter in consideration for Exercise of the Tranche B warrants ​ 8-K ​ July 22, 2024 ​ 10.1 10.36 ​ Form of Indenture ​ S-3 ​ May 24, 2024 ​ 4.7 16.1 ​ Letter Regarding Change in Certifying Accountant ​ 8-K ​ July 11, 2024 ​ 16.1 19.1 ​ Insider Trading Policy ​ 10-K ​ March 13, 2025 ​ 19.1 21.1 List of Subsidiaries 10-K March 13, 2025 21.1 23.1* Consent of Independent Registered Public Accounting Firm 24.1* Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K) 31.1* Certification of chief executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of chief executive officer and chief financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97 Clawback Policy ​ 10-K/A ​ April 1, 2024 ​ 97 101* Interactive Data Files (formatted in Inline XBRL) 104* ​ Cover Page Interactive Data File (embedded within the Inline XBRL document) ​ ​ ​ ​ ​ ​ * Filed herewith. ** Management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary None. ​ 105 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CELLECTAR BIOSCIENCES, INC. By: /s/ James V. Caruso James V. Caruso Title: Chief Executive Officer March 4, 2026 ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints James V. Caruso and Chad J. Kolean, jointly and severally, as his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. By: /s/ James V. Caruso James V. Caruso Title: Chief Executive Officer and Director (Principal Executive Officer) March 4, 2026 By: /s/ Chad J. Kolean Chad J. Kolean Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) March 4, 2026 By: /s/ Frederick W. Driscoll Frederick W. Driscoll Title: Director March 4, 2026 By: /s/ Asher Alban Chanan-Khan Asher Alban Chanan-Khan Title: Director March 4, 2026 By: /s/ Stefan D. Loren Stefan D. Loren Title: Director March 4, 2026 By: /s/ John L. Neis John L. Neis Title: Director March 4, 2026 By: /s/ Douglas J. Swirsky Douglas J. Swirsky Title: Director March 4, 2026 ​ ​ ​ 106