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: February 11, 2014
( Date of earliest event reported )

 

CELLECTAR BIOSCIENCES, INC.
( Exact name of registrant as specified in its charter )

 

Delaware

333-119366

04-3321804

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

 

 

3301 Agriculture Drive, Madison, Wisconsin 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 5.03        AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS

 

On February 11, 2014, we changed our name from Novelos Therapeutics, Inc. to Cellectar Biosciences, Inc. The name change was effected pursuant to the short form merger of a wholly owned Delaware subsidiary named Cellectar Biosciences, Inc. with and into Novelos Therapeutics, Inc. which resulted in the change to the name of the parent company to Cellectar Biosciences, Inc. The Certificate of Ownership and Merger effecting the change is filed as Exhibit 3.1 and is incorporated by reference in this Item.

 

The ticker symbol of our common stock was changed from NVLT to CLRB in connection with the name change.

 

ITEM 7.01        REGULATION FD DISCLOSURE  

 

A copy of the press release issued by us on February 11, 2014 announcing the change to our corporate name is furnished as Exhibit 99.1 and is incorporated by reference in this Item.

 

ITEM 9.01        FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits

 

Number   Title
     
3.1  

Certificate of Ownership and Merger of Cellectar Biosciences, Inc. with and into Novelos Therapeutics, Inc.

 

99.1  

Press Release dated February 11, 2014 entitled “Novelos Therapeutics Announces Corporate Name Change to Cellectar Biosciences, Inc.”

 

     

 

 

2
 

 

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.

 

 

 

  CELLECTAR BIOSCIENCES, INC.
   
Dated: February 13, 2014 By:  /s/ Joanne M. Protano
    Name: Joanne M. Protano
Title: Vice President and Chief Financial Officer

  

3
 

 

EXHIBIT INDEX

 

 

 

Number   Title
     
3.1  

Certificate of Ownership and Merger of Cellectar Biosciences, Inc. with and into Novelos Therapeutics, Inc.

 

99.1  

Press Release dated February 11, 2014 entitled “Novelos Therapeutics Announces Corporate Name Change to Cellectar Biosciences, Inc.”

 

     

 

 

4

CERTIFICATE OF OWNERSHIP AND MERGER

OF

CELLECTAR BIOSCIENCES, INC.

WITH AND INTO

NOVELOS THERAPEUTICS, INC.

__________________________________________

 

Pursuant to Section 253 of the

General Corporation Law of the State of Delaware

 

__________________________________________

 

 

Novelos Therapeutics, Inc., a Delaware corporation (the “Corporation”), does hereby certify to the following facts relating to the merger (the “Merger”) of Cellectar Biosciences, Inc., a Delaware corporation (“Cellectar”), with and into the Corporation, with the Corporation remaining as the surviving corporation under the name of Cellectar Biosciences, Inc.:

 

FIRST: The Corporation and Cellectar are incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL”).

 

SECOND: The Corporation and Cellectar are the constituent corporations in the Merger.

 

THIRD: The Corporation owns all of the outstanding shares of capital stock of Cellectar.

 

FOURTH: The Board of Directors of the Corporation, by the following resolutions adopted on February 1, 2014 by unanimous vote, duly determined to merge Cellectar with and into the Corporation:

 

RESOLVED: That the Corporation hereby approves the formation and capitalization of its subsidiary Cellectar Biosciences, Inc., a Delaware corporation (“CBI”), of which the Corporation will be the sole shareholder, and that the officers of the Corporation be, and they hereby are, and each of them acting singly hereby is, authorized, for and on behalf of the Corporation and in its name, to prepare, execute, acknowledge, file, record and deliver, under seal if required or desirable, all such agreements, instruments and other documents, and to take such other actions, as they shall deem necessary or desirable in the formation of such subsidiary;

 

RESOLVED: That the Corporation effect the merger of CBI with and into the Corporation, with the Corporation assuming all of CBI’s liabilities and obligations, pursuant to Section 253 of the DGCL (the “ Merger ”);

 

RESOLVED: That by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock of the Corporation, and each security or instrument convertible into shares of common stock of the Corporation, shall remain unchanged and continue to remain outstanding and held by the person who was the holder of such share, security or instrument, as the case may be, immediately prior to the Merger;

 

 

 

RESOLVED: That by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock of CBI shall be cancelled and no consideration shall be issued in respect thereof;

 

RESOLVED: That the certificate of incorporation of the Corporation and the by-laws as in effect immediately prior to the effective time of the Merger shall be the certificate of incorporation of the surviving corporation; provided, however, that following the Merger, the name of the Corporation shall be “Cellectar Biosciences, Inc.” and

 

RESOLVED: That the officers of the Corporation be, and they hereby are, and each of them acting singly hereby is, authorized and directed to make, execute and acknowledge, in the name and on behalf of the Corporation, a Certificate of Ownership and Merger for the purpose of effecting the Merger and to file the same in the office of the Secretary of State of the State of Delaware, and to do all other acts and things that may be necessary or advisable to carry out and effectuate the purpose and intent of the resolutions relating to the Merger.

 

FIFTH: The Corporation shall be the surviving corporation of the Merger.

 

SIXTH: Notwithstanding the date on which this Certificate of Ownership and Merger is filed, this Certificate of Ownership and Merger shall become effective on February 11, 2014 at 11:59 p.m.

 

**** 

 

- 2 -
 

 

IN WITNESS WHEREOF , the Corporation has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer this 7th day of February, 2014.

  

  NOVELOS THERAPEUTICS, INC.
   
  By:  /s/ Joanne M. Protano
    Name: Joanne M. Protano
Title: Vice President and Chief Financial Officer

 

- 3 -

 

 

 

 

 

   

 

 

Novelos Therapeutics Announces Corporate Name Change to Cellectar Biosciences, Inc.

 

Stock to be Quoted Under Ticker Symbol CLRB Beginning February 12, 2014

 

MADISON, Wis., February 11, 2014, – Novelos Therapeutics, Inc. (OTCQX: NVLT) a biopharmaceutical company developing novel agents for the detection and treatment of cancer, announced that, effective today, its corporate name will be "Cellectar Biosciences, Inc." The company's shares will start trading under its new name and stock ticker symbol, "CLRB", effective as of market open on February 12, 2014. The company's common stock has been assigned a new CUSIP number of 15117F104 in connection with the name change. Outstanding stock certificates are not affected by the name change and will not need to be exchanged.

 

"Over the course of the last few months, we have undertaken a thorough evaluation of our development pipeline and business strategy with an eye toward taking the necessary steps to begin rebuilding shareholder value,” commented Dr. Simon Pedder, acting chief executive officer. “As part of this process we have implemented organizational and personnel changes, sought additional capital and defined clinical development programs that target areas of high unmet medical need, provide an opportunity to validate our technology and allow us to firmly establish proof-of-concept for our highly-selective cancer-targeting and retention delivery platform. With the right team and the right programs, we are now poised to execute on the near-term opportunities that will provide the foundation for our future growth and success. We look forward to starting this new chapter and are proud to do so under a new name that reflects the origins of our technology and the simplicity of our mission to create cancer and cancer stem cell selective technology.”

 

A New Approach to Cancer Treatment, Detection and Monitoring

 

Cellectar is developing a portfolio of imaging and therapeutic agents that capitalize on the unique attributes of its cancer-targeting and retention platform technology. Because of the variety of agents that preclinical data suggest can be effectively linked to Cellectar’s phospholipid ether (PLE) platform, the opportunities for development span a broad range of uses and indications.

 

To date, three cancer-targeted products have been generated from a single chemical core structure that is the foundation of our technology platform: a diagnostic PET imaging agent, I-124-CLR1404; a molecular radiotherapeutic, I-131-CLR1404; and a non-radioactive optical imaging agent designed to increase the success of cancer surgery and non-invasively image certain tumors, CLR1502.

 

Together, our agents are being developed to “find, treat and follow” cancer anywhere in the body in a novel and highly selective way.

 

Focused on Disciplined Execution and Validation of Technology Platform

 

 
 

In order to maximize the future value of Cellectar’s core technology, the company is focused on targeting rapid development opportunities that can validate the delivery technology and optimize internal resources while firmly establishing proof-of-concept where there is significant unmet medical need. To this end, Cellectar’s initial strategic priorities will be to advance its tumor imaging clinical programs.

 

Cellectar will initiate its first company-sponsored Phase II trial evaluating I-124-CLR1404 in glioblastoma in the first quarter of 2014. This 10-center trial is expected enroll approximately 36 patients and be completed by year-end 2014. Though identified as an orphan indication, glioblastoma is the most common malignant primary brain tumor. Glioblastomas are aggressive tumors with rapid progression and limited treatment options that typically results in death within 15 months of diagnosis. Despite complete resection of glioblastoma defined by conventional MRI, local recurrence is essentially universal suggesting MRI inadequately defines the true extent of disease. Moreover, conventional imaging is inadequate in distinguishing recurrent glioblastoma from treatment related changes and pseudoprogression. Cellectar’s novel Phase II trial design seeks to demonstrate that PET imaging using I-124-CLR1404 can enable more definitive and precise diagnostic imaging of glioblastoma as conclusively confirmed by pathologic analysis.

 

In addition to its PET imaging agent, Cellectar is developing CLR1502 for real-time, intraoperative imaging of cancer to aid in the identification of malignant tissue during diagnostic, staging, debulking and curative cancer surgeries. The company plans to submit an Investigational New Drug (IND) application in 2014 to enable the initiation of a Phase I trial of its optical imaging agent, CLR1502, in patients undergoing breast cancer conserving surgery.

 

"We believe the integration of pathology confirmation in our imaging studies provides a unique opportunity to rapidly, and compellingly, validate our broader portfolio opportunities and look forward to leveraging the data generated by these trials to facilitate the future advancement of additional imaging and therapeutic candidates, both on our own and in partnership with other companies," continued Dr. Pedder.

 

About Cellectar Biosciences, Inc.

 

Cellectar Biosciences is developing agents to detect, treat and monitor a broad spectrum of cancers. Utilizing a novel phospholipid ether (PLE) platform technology as a targeted delivery and retention vehicle, Cellectar’s compounds are designed to be selectively taken up and retained in both cancer cells and cancer stem cells. With the ability to attach both imaging and therapeutic agents to its proprietary delivery platform, Cellectar has developed a portfolio of product candidates engineered to capitalize on the unique characteristics of cancer cells to “find, treat and follow” malignancies in a highly selective way. I-124-CLR1404 is a small-molecule, broad-spectrum, cancer-targeted PET imaging agent. A Phase II trial evaluating I-124-CLR1404 in glioblastoma is expected to be completed in 2014. Additionally multiple, investigator sponsored Phase I/II clinical trials are ongoing across 11 solid tumor indications. I-131-CLR1404 is a small-molecule, broad-spectrum, cancer-targeted molecular radiotherapeutic that delivers cytotoxic radiation directly and selectively to cancer cells and cancer stem cells. Data from a Phase Ib dose-escalation trial of I-131-CLR1404 in patients with advanced solid tumors is anticipated in the first quarter of 2014. CLR1502 is a preclinical, cancer-targeted, non-radioactive optical imaging agent for intraoperative tumor margin illumination and non-invasive tumor imaging. For additional information please visit www.cellectar.com

 

 
 

 

INVESTOR CONTACT

 

Kate McNeil, Vice President of IR, PR & Corporate Communications

Cellectar Biosciences, Inc.

Phone: (347) 204-4226

Email: kmcneil@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, 2012 and in our subsequent quarterly reports on Form 10-Q. These forward-looking statements are made only as of the date hereof, and we disclaim any obligation to update any such forward-looking statements.