Form: CORRESP

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June 30, 2016

 

 

 

 

 

 

Seaport West
155 Seaport Boulevard
Boston, MA 02210-2600

 

617 832 1000 main

617 832 7000 fax

 

June 30, 2016

Paul Bork

617 832 1113 direct

pbork@foleyhoag.com

 

 
 
 

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)

 

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