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Published on June 30, 2016
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Seaport West
617 832 1000 main 617 832 7000 fax |
| June 30, 2016 |
Paul Bork 617 832 1113 direct pbork@foleyhoag.com
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United States Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549
| Re: |
Cellectar Biosciences, Inc. Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (No. 333-196091)
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Ladies and Gentlemen:
This letter constitutes supplemental correspondence on behalf of Cellectar Biosciences, Inc., a Delaware Corporation (the “Company”) with respect to the Company’s filing of Post-Effective Amendment No. 1 to its Registration Statement on Form S-1 (No 333-196091). The Registration Statement was declared effective on August 14, 2014 and related to an underwritten offering of shares of its common stock and warrants to purchase shares of common stock. The Post-Effective Amendment No. 1 relates to the issuance of common stock upon exercise of said warrants.
In addition, the Post-Effective Amendment constitutes, pursuant to Rule 429, a second Post-Effective Amendment to the Company’s Registration Statements on Form S-1 No. 333-175284, No. 333-180631 and No. 333-185053, which were filed in July, 2011, April, 2012 and November 2012, respectively.
The Prospectus included in Post-Effective Amendment No. 1 also related to the issuance of common stock upon the exercise of warrants issued in the registered prior offerings.
Please be advised that the email address of the Company’s CEO, James Caruso is jcaruso@cellectar.com. My email address is pbork@foleyhoag.com.
| ATTORNEYS AT LAW | BOSTON | NEW YORK | PARIS | WASHINGTON | FOLEYHOAG.COM |
United States Securities and Exchange Commission
June 30, 2016
Page 2
Should the Staff have any comments or questions, please direct them to me at 617-832-1113 or in my absence to Gabrielle Bernstein, Esq. at 617-832-1161.
Very truly yours,
/s/ Paul Bork
Paul Bork
PB:lmr
cc: Mr. James Caruso