Cellectar Biosciences, Inc. 10-K

Item 9A. Controls and Procedures. 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. 74 Table of Contents Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 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 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. 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 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.” 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 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.” 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 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.” 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 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.” 75 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 to 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 Amended and Restated By-laws 8-K June 1, 2011 3.1 3.10 Form of Certificate of Designation of Series C Preferred Stock S-1/A July 18, 2018 3.11 3.11 Form of Certificate of Designation of Series D Preferred Stock certificate 8-K December 28, 2020 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 Description of Securities Registered under Section 12(b) of the Securities Exchange Act of 1934 10-K March 2, 2021 4.4 10.1 2006 Stock Incentive Plan, as amended ** 8-K December 18, 2013 10.1 10.2 Form of Non-Statutory Stock Option under Novelos Therapeutics, Inc.’s 2006 Stock Incentive Plan** 8-K December 15, 2006 10.2 10.3 Registration Rights Agreement dated September 28, 2015 8-K September 30, 2015 10.2 10.4 Form of Restricted Common Stock Agreement** 10-Q August 14, 2017 10.1 10.5 Form of Series D Common Stock Purchase Warrant 8-K October 11, 2017 4.1 10.6 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 10.7 Form of Non-Statutory Stock Option** S-8 November 9, 2017 10.2 10.8 Stock Option Agreement with James V. Caruso** S-8 November 9, 2017 10.4 10.9 Stock Option Agreement with Jarrod Longcor** S-8 November 9, 2017 10.5 10.10 Series E Common Stock Purchase Warrant S-1/A July 18, 2018 4.5 10.11 Form of Warrant Agency Agreement S-1/A July 18, 2018 4.7 76 Table of Contents 10.12 Agreement of Lease between the Company and KBS II 100-200 Campus Drive, LLC S-1/A July 18, 2018 10.35 10.13 Form of Non-Statutory Stock Option (Definitive/Contingent – Employees)** 10-Q November 13, 2018 10.3 10.14 Form of Non-Statutory Stock Option (Definitive/Contingent – Directors)** 10-Q November 13, 2018 10.4 10.15 Amended and Restated Employment Agreement between the Company and James Caruso, dated April 15, 2019** 8-K April 19, 2019 10.1 10.16 Amended and Restated Employment Agreement between the Company and Jarrod Longcor, dated April 15, 2019** 8-K April 19, 2019 10.2 10.17 Form of Series F Common Stock Purchase Warrant 8-K May 20, 2019 4.1 10.18 Form of Series G Common Stock Purchase Warrant 8-K May 20, 2019 4.2 10.19 Securities Purchase Agreement, dated as of May 16, 2019, by and among Cellectar Biosciences, Inc. and the Purchasers 8-K May 20, 2019 10.1 10.20 Private Placement Securities Purchase Agreement, dated as of May 16, 2019, by and among Cellectar Biosciences, Inc. and the Purchasers 8-K May 20, 2019 10.2 10.21 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 10.22 Cellectar Biosciences, Inc. Amended and Restated 2015 Stock Incentive Plan** 8-K June 14, 2019 10.1 10.23 Amendment to Amended and Restated Employment Agreement between the Company and Jarrod Longcor dated November 10, 2019** 10-Q November 12, 2019 10.2 10.24 Form of Underwriting Agreement S-1/A May 20, 2020 1.1 10.25 Form of Series H Warrant S-1/A May 20, 2020 4.3 10.26 Form of Warrant Agency Agreement 8-K June 5, 2020 4.3 10.27 Equity Distribution Agreement between Cellectar Biosciences, Inc. and Oppenheimer & Co. Inc., dated August 11, 2020 8-K August 11, 2020 10.1 10.28 Form of Securities Purchase Agreement 8-K December 28, 2020 10.1 10.29 Form of Registration Rights Agreement 8-K December 28, 2020 10.2 10.30 ​ Employment Agreement between the Company and Chad Kolean dated February 23, 2022 ​ 8-K ​ February 25, 2022 ​ 10.1 21.1* List of Subsidiaries 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 101* Interactive Data Files 104* ​ Cover Page Interactive Data File ​ ​ ​ ​ ​ ​ ​ * Filed herewith. ** Management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary None. ​ 77 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 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. 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 21, 2022 By: /s/ Chad J. Kolean Chad J. Kolean Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) March 21, 2022 By: /s/ Frederick W. Driscoll Frederick W. Driscoll Title: Director March 21, 2022 By: /s/ Asher Alban Chanan-Khan Asher Alban Chanan-Khan Title: Director March 21, 2022 By: /s/ Stefan D. Loren Stefan D. Loren Title: Director March 21, 2022 By: /s/ John L. Neis John L. Neis Title: Director March 21, 2022 78 Table of Contents By: /s/ Douglas J. Swirsky Douglas J. Swirsky Title: Director March 21, 2022 ​ ​ ​ ​ ​ 79