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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 8, 2024
Cellectar Biosciences, Inc.
(Exact name of Registrant as Specified in its
Charter)
| Delaware | |
1-36598 | |
04-3321804 |
(State or other jurisdiction
of incorporation) | |
(Commission File Number) | |
(IRS Employer
Identification No.) |
100
Campus Drive, Florham Park, NJ, 07932
(Address of principal executive offices) (Zip
Code)
Registrant’s telephone number, including
area code: (608) 441-8120
N/A
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
| Common Stock, par value $0.00001 per share |
|
CLRB |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 4.01 - Changes in Registrant’s Certifying Accountant.
On July 8, 2024, upon the completion of a comprehensive selection process,
the Audit Committee (the “Audit Committee”) of the Board of Directors of Cellectar Biosciences, Inc. (the “Company”)
dismissed Baker Tilly US, LLP (“Baker Tilly”) and is engaging Deloitte & Touche LLP (“Deloitte”)
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, subject to Deloitte’s
standard client acceptance procedures and execution of an engagement letter.
Baker Tilly’s reports on the Company’s consolidated financial
statements which were included in the Company’s Annual Reports on Form 10-K for the fiscal years ended December 31, 2023 and 2022,
did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting
principles except that such report contained an explanatory paragraph in respect to uncertainty, raising substantial doubt as to the Company’s
ability to continue as a going concern.
During the fiscal years ended December 31, 2023 and 2022, and the subsequent
interim period through July 8, 2024, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K
between the Company and Baker Tilly on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedures, which, if not resolved to Baker Tilly’s satisfaction, would have caused Baker Tilly to make reference thereto in
Baker Tilly’s reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K except
with respect to the material weaknesses discussed below.
The Company’s management identified the following material weaknesses
in the effectiveness of the Company’s internal controls, with which Baker Tilly concurred. The Company identified material weaknesses
in that it failed to (i) design and maintain effective controls related to properly applying fair value methodologies and assumptions
used in Level 3 instruments and did not design and maintain controls to ensure the proper application of technical accounting guidance
in accordance with U.S. generally accepted accounting principles, (ii) design and implement adequate internal controls over the recording
of stock-based compensation transactions and (iii) maintain appropriate segregation of duties in the initiation, recording, and approval
of transactions within financial systems with a limited number of personnel, and design and maintain user access controls that adequately
restrict user and privileged access to financial applications.
The Company provided Baker Tilly with a copy of the foregoing disclosures
and requested that Baker Tilly furnish a letter addressed to the SEC stating whether it agrees with the foregoing disclosures. A copy
of Baker Tilly’s letter, dated July 11, 2024, is filed as Exhibit 16.1 hereto.
During the fiscal years ended December 31, 2023 and 2022, and the subsequent
interim period through July 8, 2024, neither the Company nor anyone on its behalf has consulted with Deloitte regarding: (i) the
application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might
be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that
Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial
reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K;
or (iii) any “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
CELLECTAR BIOSCIENCES, INC. |
| |
|
| July 11, 2024 |
/s/ Chad J. Kolean |
| |
Chad J. Kolean |
| |
Chief Financial Officer |
