Cellectar Biosciences (NASDAQ:CLRB) experienced a sharp pre-market rally, with shares climbing roughly 130% after the company disclosed an oversubscribed financing arrangement that can supply up to $140 million in capital. Management said the proceeds will be directed to advancing development of its late-stage cancer therapy candidate, iopofosine I 131.
The financing is led by Nantahala Capital Management and includes commitments from a group of institutional investors and healthcare-focused funds. Named participants are Balyasny Asset Management, Caligan Partners, Janus Henderson Investors, SilverArc Capital Management, Stonepine Capital Management, Stempoint Capital LP, Empery Asset Management LP, and other healthcare funds, together with members of Cellectar's executive management team.
Under the terms of the transaction, Cellectar entered into securities purchase agreements to issue and sell up to approximately $35 million of securities upfront and up to $105 million tied to milestones. The capital will be raised through a combination of a registered direct offering of common stock and a concurrent private placement that includes common stock, pre-funded warrants and milestone-based warrants.
The company outlined specific issuance amounts: the registered direct offering will issue 1,618,053 shares of common stock. The accompanying private placement comprises 2,116,887 shares of common stock, pre-funded warrants exercisable into 9,471,086 shares, and three tranches of milestone-based warrants - Tranche A, Tranche B and Tranche C - with 13,206,026 warrants in each tranche.
Milestone warrants will become exercisable upon obtaining shareholder approval and may be called by Cellectar following the achievement of predefined events. Those trigger events include initiation of the planned confirmatory clinical trial, acceptance of a New Drug Application (NDA) for review, and NDA approval. Each of the three warrant tranches carries an exercise price of $2.65 and feature terms that vary between one and five years.
Cellectar said the proceeds will support a global confirmatory study and an NDA filing for accelerated approval of iopofosine I 131 in Waldenström macroglobulinemia with the U.S. Food and Drug Administration. The company currently plans to initiate the global confirmatory study in the fourth quarter of 2026.
As part of the financing agreement, Andrew Gu of Nantahala Capital Management is slated to join Cellectar's Board of Directors once the transaction closes. Ladenburg Thalmann & Co. Inc. served as the exclusive placement agent for the financing.
The fundraising structure ties a portion of the potential $140 million to gateway regulatory and clinical milestones, combining immediate capital with contingent financing that is dependent on future clinical and corporate events. Investors participating in both registered and private components will hold a mix of common stock and warrants that can convert into equity under stated conditions.
The market reaction was pronounced in pre-market trading when the financing was announced, reflecting investor response to the company's clarified path to a confirmatory trial and an accelerated approval filing for iopofosine I 131.