Form: CORRESP

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November 24, 2015

 

 

 

Seaport West

155 Seaport Boulevard
Boston, MA 02210-2600

 

617 832 1000 main

617 832 7000 fax

 

November 24, 2015

Gabrielle A. Bernstein

617 832 1161 direct

gbernstein@foleyhoag.com

 
VIA EDGAR

 

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

 

   
  Re:

Cellectar Biosciences, Inc. (CIK 0001279704)

Registration Statement on Form S-3

         

Ladies and Gentlemen:

 

This letter constitutes supplemental correspondence on behalf of Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), related to and filed together with the Company’s Registration Statement on Form S-3 (the “Registration Statement”). The Registration Statement covers the resale by the selling stockholders identified therein (the “Selling Stockholders”) of up to 1,500,000 shares of the Company’s common stock, $0.00001 par value per share (“Common Stock”), issuable upon exercise of outstanding warrants to purchase Common Stock (the “Warrants”). The Warrants were issued in a private placement which closed on October 1, 2015. The Company was required to file this Registration Statement within 60 days after October 1, 2015 pursuant to a registration rights agreement with the Selling Stockholders, even though the Warrants will not become exercisable until April 1, 2016.

 

Please direct any communications concerning the Registration Statement to Paul Bork at (617) 832-1113, email—pbork@foleyhoag.com, or, in his absence, Daniel Clevenger at (617) 832-1283, email—dclevenger@foleyhoag.com, or me at the telephone number and email address set forth above.

 

Sincerely,

 

/s/ Gabrielle A. Bernstein
Gabrielle A. Bernstein

 

cc: Paul Bork, Esq.
Daniel Clevenger, Esq.