0001144204-17-019951.txt : 20170411 0001144204-17-019951.hdr.sgml : 20170411 20170411083043 ACCESSION NUMBER: 0001144204-17-019951 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170407 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170411 DATE AS OF CHANGE: 20170411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cellectar Biosciences, Inc. CENTRAL INDEX KEY: 0001279704 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043321804 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36598 FILM NUMBER: 17754911 BUSINESS ADDRESS: STREET 1: 3301 AGRICULTURE DRIVE CITY: MADISON STATE: WI ZIP: 53716 BUSINESS PHONE: 617-244-1616 MAIL ADDRESS: STREET 1: 3301 AGRICULTURE DRIVE CITY: MADISON STATE: WI ZIP: 53716 FORMER COMPANY: FORMER CONFORMED NAME: NOVELOS THERAPEUTICS, INC. DATE OF NAME CHANGE: 20050617 FORMER COMPANY: FORMER CONFORMED NAME: COMMON HORIZONS INC DATE OF NAME CHANGE: 20040211 8-K 1 v464013_8-k.htm FORM 8-K

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: April 7, 2017
(Date of earliest event reported)

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 Number)

3301 Agriculture Drive
Madison, WI 53716
(Address of principal executive offices)

(608) 441-8120
(Registrant's telephone number, including area code)

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))

ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On April 10, 2017, we announced the appointment of Douglas J. Swirsky and Frederick W. Driscoll to our Board of Directors, effective April 7, 2017.

Mr. Swirsky has served as president and chief executive officer of GenVec, Inc. since 2013, and also serves as a member of GenVec's board of directors. Mr. Swirsky also currently serves as chairman of the board of Fibrocell Science, Inc. From 2006 through 2014, he served as senior vice president, chief financial officer, treasurer and corporate secretary of GenVec. Mr. Swirsky is a certified public accountant and a CFA^® charterholder.

Mr. Driscoll served as chief financial officer at Flexion Therapeutics from 2013 to 2017. Prior to joining Flexion, he was chief financial officer at Novavax, Inc., a publicly traded biopharmaceutical company, from 2009 through 2013. Mr. Driscoll earned a bachelor’s degree in accounting and finance from Bentley University.

ITEM 7.01

REGULATION FD DISCLOSURE

On April 10, 2017, we issued a press release announcing we have appointed Douglas J. Swirsky and Frederick W. Driscoll to our board of directors. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Number		Title
99.1		Press release dated April 10, 2017, entitled “Cellectar Biosciences Adds Industry Veterans, Douglas Swirsky and Frederick Driscoll, to Its Board of Directors”

SIGNATURE

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.

Dated: April 11, 2017	CELLECTAR BIOSCIENCES, INC.


	By:	/s/ Chad J. Kolean
		Name:	Chad J. Kolean
		Title:	Vice President and Chief Financial Officer

EX-99.1 2 v464013_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Cellectar Biosciences Adds Industry Veterans, Douglas Swirsky and
Frederick Driscoll, to Its Board of Directors

Madison, Wis. (April 10, 2017) -- Cellectar Biosciences, Inc. (Nasdaq: CLRB), an oncology-focused clinical stage biotechnology company, today announces it has appointed Douglas J. Swirsky and Frederick W. Driscoll to its board of directors.

“Both Fred and Doug bring extensive operational and industry experience that should prove invaluable to Cellectar as we enter this next phase of the company’s development,” said Jim Caruso, president and CEO of Cellectar Biosciences. “We look forward to working with both and benefitting from their contributions.”

Douglas J. Swirsky has served as president and chief executive officer of GenVec, Inc. since 2013, and also serves as a member of GenVec's board of directors. Mr. Swirsky also currently serves as chairman of the board of Fibrocell Science, Inc. From 2006 through 2014, he served as senior vice president, chief financial officer, treasurer and corporate secretary of GenVec. Prior to joining GenVec in September 2006, Mr. Swirsky worked at Stifel Nicolaus where he served as a managing director and the head of Life Sciences Investment Banking. Previously, Mr. Swirsky held investment banking positions at UBS, PaineWebber, Morgan Stanley, and Legg Mason. His experience also includes positions in public accounting and consulting. He received his undergraduate degree in business administration from Boston University and his M.B.A. from the Kellogg School of Management at Northwestern University. Mr. Swirsky is a certified public accountant and a CFA^® charterholder.

Frederick W. Driscoll served as chief financial officer at Flexion Therapeutics (Flexion) from 2013 to 2017, spearheading a successful IPO in 2014. Prior to joining Flexion, he was chief financial officer at Novavax, Inc., a publicly traded biopharmaceutical company, from2009 - 2013. Previously, Mr. Driscoll also served as chief financial officer from 2007 to 2008, and subsequently chief executive officer from 2008 to 2009, at Genelabs Technologies, Inc., a publicly traded biopharmaceutical and diagnostics company that was acquired by GlaxoSmithKline; and chief executive officer at OXiGENE, Inc., a biopharmaceutical company, from 2000 to 2006. He has also served as chairman of the board and audit committee chair at OXiGENE and as a member of the audit committee for Cynapsus, which was sold to Sunovion Pharmaceuticals in 2016. Mr. Driscoll earned a bachelor’s degree in accounting and finance from Bentley University.

About Cellectar Biosciences, Inc.
Cellectar Biosciences is developing phospholipid drug conjugates (PDCs) designed to provide cancer-targeted delivery of diverse oncologic payloads to a broad range of cancers and cancer stem cells. Cellectar's PDC platform is based on the company's proprietary phospholipid ether analogs. These novel small-molecules have demonstrated highly selective uptake and retention in a broad range of cancers. Cellectar's PDC pipeline includes product candidates for cancer therapy and cancer diagnostic imaging. The company's lead therapeutic PDC, CLR 131, utilizes iodine-131, a cytotoxic radioisotope, as its payload. CLR 131 is currently being evaluated under an orphan drug designated Phase I clinical study in patients with relapsed or refractory multiple myeloma, as well as a Phase II clinical study to assess efficacy in a range of B-cell malignancies. The company is also developing PDCs for targeted delivery of chemotherapeutics such as paclitaxel (CLR 1603-PTX), a preclinical-stage product candidate, and plans to expand its PDC chemotherapeutic pipeline through both in-house and collaborative R&D efforts. For more 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 for the year ended December 31, 2016. 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:
Jules Abraham
JQA Partners, Inc.
917-885-7378
jabraham@jqapartners.com