What changed in this filing

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Item 9A. Controls and Procedures

2022-03-21 compared with 2021-03-02 · 55 added, 121 removed, 116 unchanged (60% of the section changed)

Controls and Procedures.

of disclosure controls and procedures .

Based on our management’s evaluation (with the participation of our principal

executive officer and principal financial officer), as of December 31, 2020, our management has concluded that our disclosure controls

and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to ensure that information required

to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported

within the time periods specified in Securities and Exchange Commission rules and forms.

report on internal control over financial reporting.

Our management is responsible for establishing and maintaining

adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act.

Internal control

over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable

detail accurately and fairly reflect the transactions and dispositions of our assets;

(2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting

principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use

or disposition of our assets that could have a material effect on the financial statements.

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 internal control over financial reporting based on criteria established in the 2013 Internal Control—Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Management's evaluation included

such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting

policies, and our overall control environment.

Based on this evaluation, our management concluded that our internal control over

financial reporting was effective as of December 31, 2020.

This annual report does not include an attestation report of the

Company’s independent registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by the Company’s independent registered public accounting firm, as allowed by the SEC.

in internal control over financial reporting.

There have not been any significant changes in the Company’s internal

control over financial reporting other than as reported above.

Considerations.

Any system of controls, however well designed and operated, can provide only reasonable, and not absolute,

assurance that the objectives of the system are met.

In addition, the design of any control system is based in part on certain

assumptions about the likelihood of future events.

The effectiveness of our disclosure controls and procedures is subject to various

inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future

events, the soundness of our systems, the possibility of human error, and the risk of fraud.

Because of these and other inherent

limitations of control systems, there can be no assurance that any system of disclosure controls and procedures will be successful

in achieving its stated goals, including but not limited to preventing all errors or fraud or in making all material information

known in a timely manner to the appropriate levels of management, under all potential future conditions, regardless of how remote.

Evaluation of disclosure controls and procedures .

Based on our management’s evaluation (with the participation of our principal executive officer and principal financial officer), as of December 31, 2021, our management has concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

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 Rule 13a-15(f) of the Exchange Act.

Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

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 internal control over financial reporting based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Management's evaluation included such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2021.

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.

Changes in internal control over financial reporting.

There have not been any significant changes in the Company’s internal control over financial reporting other than as reported above.

Important Considerations.

Any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met.

In addition, the design of any control system is based in part on certain assumptions about the likelihood of future events.

The effectiveness of our disclosure controls and procedures is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud.

Because of these and other inherent limitations of control systems, there can be no assurance that any system of disclosure controls and procedures will be successful in achieving its stated goals, including but not limited to preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management, under all potential future conditions, regardless of how remote.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

The information required by this item is

incorporated herein by reference to our definitive proxy statement for our 2021 Annual Meeting of Stockholders under the captions

“Proposal No.

The information required by this item is incorporated herein by reference to our definitive proxy statement for our 2022 Annual Meeting of Stockholders under the captions “Proposal No.

1 — Election of Directors,” “Officers and Directors” and “Corporate Governance.”

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.

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.

1 unchanged sentence

Compensation of Directors and Executive Officers

information required by this item is incorporated herein by reference to our definitive proxy statement for our 2021 Annual Meeting

of Stockholders under the caption “Compensation of Executive Officers and Directors ¾

Compensation.”

The information required by this item is incorporated herein by reference to our definitive proxy statement for our 2022 Annual Meeting of Stockholders under the caption “Compensation of Executive Officers and Directors ¾ Executive Compensation.”

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 2021 Annual Meeting of Stockholders under the caption “Security Ownership

of Certain Beneficial Owners and Management.”

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 2022 Annual Meeting of Stockholders under the caption “Security Ownership of Certain Beneficial Owners and Management.”

Equity compensation plans

The information required by this item with

respect to the equity compensation plans is incorporated herein by reference to this annual report on Form 10-K, Item 5, under

the caption “Equity compensation plans.”

The information required by this item with respect to the equity compensation plans is incorporated herein by reference to this annual report on Form 10-K, Item 5, under the caption “Equity compensation plans.”

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 2021 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 2021 Annual Meeting of Stockholders under the caption “Corporate Governance — 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 2022 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 2022 Annual Meeting of Stockholders under the caption “Corporate Governance — Director Independence.”

Principal Accounting Fees and Services.

The information required by this item is

incorporated herein by reference to our definitive proxy statement for our 2021 Annual Meeting of Stockholders under the captions

“Proposal No.

4 — Ratification of Appointment of our Independent Registered Public Accounting Firm” and “Audit

Committee Matters — Audit and Other Fees.”

The information required by this item is incorporated herein by reference to our definitive proxy statement for our 2022 Annual Meeting of Stockholders under the captions “Proposal No.

4 — Ratification of Appointment of our Independent Registered Public Accounting Firm” and “Audit Committee Matters — Audit and Other Fees.”

Exhibits, Financial Statement Schedules.

32 unchanged sentences

November 9, 2011

Form of Series C Preferred Stock certificate

July 18, 2018

Form of Series D Preferred Stock certificate

December 28, 2020

Description of Securities

Registered under Section 12(b) of the Securities Exchange Act of 1934

Description of Securities Registered under Section 12(b) of the Securities Exchange Act of 1934

March 2, 2021

2006 Stock Incentive Plan, as amended **

December 18, 2013

Form of Non-Statutory Stock Option under Novelos Therapeutics, Inc.’s 2006 Stock Incentive Plan**

December 15, 2006

1 unchanged sentence

September 30, 2015

Form of Series A Warrant

April 14, 2016

Form of Warrant Agency Agreement

April 14, 2016

Form of Series C Warrant

November 18, 2016

Form of Warrant Agency Agreement

November 18, 2016

Form of Restricted Common Stock Agreement**

11 unchanged sentences

November 9, 2017

Master Services Agreement for Clinical Research and Related Services between the Company and INC Research, LLC dated October 6, 2016

March 21, 2018

Series E Common Stock Purchase Warrant

4 unchanged sentences

July 18, 2018

Form of Non-Statutory Stock Option (Definitive/Contingent –

Form of Non-Statutory Stock Option (Definitive/Contingent – Employees)**

November 13, 2018

Form of Non-Statutory Stock Option (Definitive/Contingent –

Form of Non-Statutory Stock Option (Definitive/Contingent – Directors)**

November 13, 2018

Amended and Restated Employment Agreement between the Company and James Caruso, dated April 15, 2019**

Amended and Restated Employment Agreement between the Company and Jared Longcor, dated April 15, 2019**

April 19, 2019

Amended and Restated Employment Agreement between the Company and Jarrod Longcor, dated April 15, 2019**

April 19, 2019

Form of Series F Common Stock Purchase Warrant

9 unchanged sentences

June 14, 2019

Employment Agreement between the Company and

Dov Elefant dated August 15, 2019**

August 19, 2019

Amendment to Amended and Restated Employment

Agreement between the Company and Jarrod Longcor dated November 10, 2019**

Amendment to Amended and Restated Employment Agreement between the Company and Jarrod Longcor dated November 10, 2019**

November 12, 2019

Stock Option Agreement with Dov Elefant**

March 9, 2020

Stock Option Agreement with Igor Grachev**

March 9, 2020

Form of Underwriting Agreement

2 unchanged sentences

Equity Distribution Agreement between Cellectar Biosciences, Inc.

and Oppenheimer &

and Oppenheimer & Co.

Inc., dated August 11, 2020

4 unchanged sentences

December 28, 2020

of Subsidiaries

of Independent Registered Public Accounting Firm

of Attorney (included on the Signatures page of this Annual Report on Form 10-K)

Certification

of chief executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of chief executive officer and chief financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Employment Agreement between the Company and Chad Kolean dated February 23, 2022

February 25, 2022

List of Subsidiaries

Consent of Independent Registered Public Accounting Firm

Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K)

Certification of chief executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of chief executive officer and chief financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Interactive Data Files

Cover Page Interactive Data File

* Filed herewith.

** Management contract or compensatory plan or arrangement.

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

Form 10-K Summary

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.

1 unchanged sentence

March 21, 2022

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.

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

Caruso and Dov Elefant, 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.

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.

Chief Executive Officer and Director (Principal Executive Officer)

March 21, 2022

/s/ Dov Elefant

Chief Financial Officer (Principal Financial Officer and

Principal Accounting Officer)

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

March 21, 2022

1 unchanged sentence

March 21, 2022

/s/ Stephen A.

/s/ Asher Alban Chanan-Khan

Asher Alban Chanan-Khan

March 21, 2022

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures