U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[mark one]

☒	☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~September~~June 30, ~~2021~~2022

☐	☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 1-36598

CELLECTAR BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)


DELAWARE	04-3321804
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)

100 Campus Drive

Florham Park, New Jersey 07932

(Address of principal executive offices, including zip code)

(608) 441-8120

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last ~~report~~ report))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.00001	CLRB	NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes ⌧☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒	Smaller reporting company	☒	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares outstanding of the issuer’s common stock as of the latest practicable date: ~~61,101,264~~6,110,123 shares of common stock, $0.00001 par value per share, as of ~~November 5, 2021.~~August 2, 2022.

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CELLECTAR BIOSCIENCES, INC.

FORM 10-Q INDEX


	Forward-Looking Statements	3

PART I. FINANCIAL INFORMATION		5

Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1817
Item 4.	Controls and Procedures	2526

PART II. OTHER INFORMATION		2627

Item 1.	Legal Proceedings	2627
Item 1A.	Risk Factors	2627
Item 6.	Exhibits	2728

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FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q of Cellectar Biosciences, Inc. (the “Company”, “Cellectar”, “we”, “us”, “our”) contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. Examples of our forward-looking statements include:

●

our current views with respect to our business strategy, business plan and research and development activities;

●

the future impacts of the COVID-19 pandemic on our business, employees, operating results, ability to recruit patients for clinical studies, ability to obtain additional funding, product development programs, research and development programs, suppliers and third-party manufacturers;

●

the progress of our product development programs, including clinical testing and the timing of commencement and results thereof;

●

our projected operating results, including research and development expenses;

●

our ability to continue development plans for iopofosine ~~I-131 (iopofosine, also~~I 131 (also known as CLR 131), CLR 1900 series, CLR 2000 series and CLR 12120;

●

our ability to continue development plans for our Phospholipid Drug Conjugates (PDC)™;

●

our ability to maintain orphan drug designation in the U.S. for iopofosine as a therapeutic for the treatment of multiple myeloma, neuroblastoma, osteosarcoma, rhabdomyosarcoma, Ewing’s sarcoma and lymphoplasmacytic lymphoma, and the expected benefits of orphan drug status;

●

any disruptions at our sole supplier of iopofosine;

●

our ability to pursue strategic alternatives;

●

our ability to advance our technologies into product candidates;

●

our enhancement and consumption of current resources along with ability to obtain additional funding;

●

our current view regarding general economic and market conditions, including our competitive strengths;

●

uncertainty and economic instability resulting from conflicts, military actions, terrorist attacks, natural disasters, public health crises, including the occurrence of a contagious disease or illness ~~including~~such as the COVID-19 pandemic, cyber-attacks and general instability;

●

the future impacts of legislative and regulatory developments in the United States on the pricing and reimbursement of our product candidates;

●

our ability to meet the continued listing standards of Nasdaq;

●

assumptions underlying any of the foregoing; and

●

any other statements that address events or developments that we intend or believe will or may occur in the future.

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In some cases, you can identify forward-looking statements by terminology, such as “expects,” “anticipates,” “intends,” “estimates,” “plans,” “believes,” “seeks,” “may,” “should,” “could”, “would” or the negative of such terms or other similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Forward-looking statements also involve risks and uncertainties, many of which are beyond our control. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this quarterly report.

~~Table of Contents~~

You should read this report completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this report is accurate as of the date hereof only. Because the risk factors referred to herein could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. ~~We qualify all~~

This quarterly report on Form 10-Q contains trademarks and service marks of ~~the information presented~~Cellectar Biosciences, Inc. Unless otherwise provided in this quarterly report ~~and particularly our forward-looking statements,~~on Form 10-Q, trademarks identified by ~~these cautionary statements.~~™ are trademarks of Cellectar Biosciences, Inc. All other trademarks are the property of their respective owners.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CELLECTAR BIOSCIENCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	September 30,
	2021		December 31,		June 30,		December 31,
	(Unaudited)		2020		2022		2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	40,344,727	$	57,165,377	$	24,805,565	$	35,703,975
Prepaid expenses and other current assets		1,048,082		774,432		479,668		867,485
Total current assets		41,392,809		57,939,809		25,285,233		36,571,460
Fixed assets, net		254,041		355,982		364,838		344,491
Right-of-use asset, net		225,205		282,365		161,111		204,644
Long-term assets		75,000		75,000
Other assets		6,214		6,214
Long-term and other assets						81,214		81,214
TOTAL ASSETS	$	41,953,269	$	58,659,370	$	25,892,396	$	37,201,809

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	3,034,489	$	3,443,197	$	5,462,267	$	3,854,914
Lease liability		131,406		119,904		143,843		135,449
Total current liabilities		3,165,895		3,563,101		5,606,110		3,990,363
Long-term lease liability		201,970		301,740
Long-term lease liability, net of current portion						92,214		166,292
TOTAL LIABILITIES		3,367,865		3,864,841		5,698,324		4,156,655
COMMITMENTS AND CONTINGENCIES (Note 7)
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.00001 par value; 7,000 shares authorized; Series C preferred stock: 0 and 215 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		—		1,148,204
Series D preferred stock: 111 and 1,519 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		1,382,023		18,887,645
Common stock, $0.00001 par value; 160,000,000 and 80,000,000 shares authorized as of September 30, 2021 and December 31, 2020; 61,101,264 and 45,442,729 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		611		454
Preferred stock, $0.00001 par value; 7,000 shares authorized; Series D preferred stock: 111 issued and outstanding as of June 30, 2022 and December 31, 2021						1,382,023		1,382,023
Common stock, $0.00001 par value; 160,000,000 shares authorized as of June 30, 2022 and December 31, 2021; 6,110,123 and 6,110,125 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively						61		61
Additional paid-in capital		182,182,461		161,533,653		183,284,617		182,560,859
Accumulated deficit		(144,979,691)		(126,775,427)		(164,472,629)		(150,897,789)
Total stockholders’ equity		38,585,404		54,794,529		20,194,072		33,045,154
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	41,953,269	$	58,659,370	$	25,892,396	$	37,201,809

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CELLECTAR BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
~~(UNAUDITED)~~

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020		Three Months Ended June 30,				Six Months Ended June 30,
									2022		2021		2022		2021
COSTS AND EXPENSES:
Research and development	$	3,937,464	$	2,683,944	$	13,198,294	$	7,765,673	$	4,498,657	$	4,627,636	$	8,385,656	$	9,260,830
General and administrative		1,882,190		1,225,993		5,009,581		3,725,153		2,936,867		1,401,053		5,190,095		3,127,391
Total costs and expenses		5,819,654		3,909,937		18,207,875		11,490,826		7,435,524		6,028,689		13,575,751		12,388,221

LOSS FROM OPERATIONS		(5,819,654)		(3,909,937)		(18,207,875)		(11,490,826)		(7,435,524)		(6,028,689)		(13,575,751)		(12,388,221)

OTHER INCOME:
Interest income, net		590		374		3,611		11,730		481		659		911		3,021
Total other income		590		374		3,611		11,730		481		659		911		3,021
NET LOSS	$	(5,819,064)	$	(3,909,563)	$	(18,204,264)	$	(11,479,096)	$	(7,435,043)	$	(6,028,030)	$	(13,574,840)	$	(12,385,200)
BASIC AND DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER COMMON SHARE	$	(0.10)	$	(0.15)	$	(0.34)	$	(0.69)	$	(1.22)	$	(1.14)	$	(2.22)	$	(2.45)
SHARES USED IN COMPUTING BASIC AND DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER COMMON SHARE		59,868,374		26,326,782		53,633,421		16,539,183		6,110,124		5,276,380		6,110,125		5,046,427

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CELLECTAR BIOSCIENCES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
~~(UNAUDITED)~~

(Unaudited)


											Total												Total
	Preferred Stock			Common Stock			Additional		Accumulated		Stockholders’		Preferred Stock			Common Stock			Additional		Accumulated		Stockholders’
	Shares	Amount		Shares	Par Amount		Paid‑In Capital		Deficit		Equity
BALANCE AT DECEMBER 31, 2019	215	$	1,148,204	9,386,689	$	94	$	119,592,366	$	(111,681,255)	$	9,059,409
Stock-based compensation	—		—	—		—		144,146		—		144,146
Vested restricted stock	—		—	9,334		—		—		—		—
Retired shares	—		—	(8)		—		—		—		—
Net loss	—		—	—		—		—		(3,957,608)		(3,957,608)
BALANCE AT MARCH 31, 2020	215	$	1,148,204	9,396,015	$	94	$	119,736,512	$	(115,638,863)	$	5,245,947
Issuance of common stock and warrants, net of issuance costs	—		—	14,601,628		146		18,258,435		—		18,258,581
Stock-based compensation	—		—	—		—		92,643		—		92,643
Conversion of warrants for common shares	—		—	1,474,740		14		—		—		14
Net loss	—		—	—		—		—		(3,611,925)		(3,611,925)
BALANCE AT JUNE 30, 2020	215	$	1,148,204	25,472,383	$	254	$	138,087,590	$	(119,250,788)	$	19,985,260
Stock-based compensation	—		—	—		—		116,292		—		116,292
Conversion of warrants for common shares	—		—	1,341,210		14		31,697		—		31,711
Net loss	—		—	—		—		—		(3,909,563)		(3,909,563)
BALANCE AT SEPTEMBER 30, 2020	215	$	1,148,204	26,813,593	$	268	$	138,235,579	$	(123,160,351)	$	16,223,700
													Shares	Amount		Shares	Par Amount		Paid‑In Capital		Deficit		Equity
BALANCE AT DECEMBER 31, 2020	1,734	$	20,035,849	45,442,729	$	454	$	161,533,653	$	(126,775,427)	$	54,794,529	1,734	$	20,035,849	4,544,272	$	45	$	161,534,062	$	(126,775,427)	$	54,794,529
Stock-based compensation	—		—	—		—		124,564		—		124,564	—		—	—		—		124,564		—		124,564
Conversion of preferred shares for common shares	(789)		(8,288,652)	6,278,236		63		8,288,589		—		—	(789)		(8,288,652)	627,823		6		8,288,646		—		—
Exercise of warrants for common shares	—		—	1,005,320		10		1,213,914		—		1,213,924	—		—	100,532		1		1,213,923		—		1,213,924
Retired shares	—		—	(7)		—		—		—		—
Net loss	—		—	—		—		—		(6,357,170)		(6,357,170)	—		—	—		—		—		(6,357,170)		(6,357,170)
BALANCE AT MARCH 31, 2021	945	$	11,747,197	52,726,278	$	527	$	171,160,720	$	(133,132,597)	$	49,775,847	945	$	11,747,197	5,272,627	$	52	$	171,161,195	$	(133,132,597)	$	49,775,847

Stock-based compensation	—		—	—		—		200,617		—		200,617	—		—	—		—		200,617		—		200,617
Conversion of preferred shares for common shares	(250)		(3,109,552)	2,500,000		25		3,109,527		—		—	(250)		(3,109,552)	250,000		3		3,109,549		—		—
Issuance of common stock, net of issuance costs	—		—	41,692		1		34,872		—		34,873	—		—	4,169		—		34,873		—		34,873
Retired shares	—		—	(39)		—		—		—		—	—		—	(3)		—		—		—		—
Net loss	—		—	—		—		—		(6,028,030)		(6,028,030)	—		—	—		—		—		(6,028,030)		(6,028,030)
BALANCE AT JUNE 30, 2021	695	$	8,637,645	55,267,931	$	553	$	174,505,736	$	(139,160,627)	$	43,983,307	695	$	8,637,645	5,526,793	$	55	$	174,506,234	$	(139,160,627)	$	43,983,307
BALANCE AT DECEMBER 31, 2021													111	$	1,382,023	6,110,126	$	61	$	182,560,859	$	(150,897,789)	$	33,045,154
Stock-based compensation	—		—	—		—		421,161		—		421,161	—		—	—		—		303,805		—		303,805
Conversion of preferred shares for common shares	(584)		(7,255,622)	5,833,333		58		7,255,564		—		—
Retired shares													—		—	(1)		—		—		—		—
Net loss	—		—	—		—		—		(5,819,064)		(5,819,064)	—		—	—		—		—		(6,139,797)		(6,139,797)
BALANCE AT SEPTEMBER 30, 2021	111		1,382,023	61,101,264	$	611	$	182,182,461	$	(144,979,691)	$	38,585,404
BALANCE AT MARCH 31, 2022													111	$	1,382,023	6,110,125	$	61	$	182,864,664	$	(157,037,586)	$	27,209,162
Stock-based compensation													—		—	—		—		419,953		—		419,953
Retired shares													—		—	(2)		—		—		—		—
Net loss													—		—	—		—		—		(7,435,043)		(7,435,043)
BALANCE AT JUNE 30, 2022													111	$	1,382,023	6,110,123	$	61	$	183,284,617	$	(164,472,629)	$	20,194,072

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CELLECTAR BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
~~(UNAUDITED)~~

(Unaudited)


	Nine Months Ended				Six Months Ended
	September 30,				June 30,
	2021		2020		2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(18,204,264)	$	(11,479,096)	$	(13,574,840)	$	(12,385,200)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		110,624		105,529		77,316		73,835
Stock-based compensation expense		746,342		353,081		723,758		325,181
Noncash lease expense		57,160		48,859		43,533		37,372
Loss on disposal of fixed assets		2,938		—		3,386		2,938
Changes in:
Prepaid expenses and other current assets		(273,650)		(189,955)		387,817		427,403
Lease liability		(88,268)		(77,897)		(65,684)		(58,110)
Accounts payable and accrued liabilities		(408,708)		1,175,445		1,607,353		(52,180)
Cash used in operating activities		(18,057,826)		(10,064,034)		(10,797,361)		(11,628,761)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets		(11,622)		(45,143)		(101,049)		(7,559)
Cash used in investing activities		(11,622)		(45,143)		(101,049)		(7,559)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net of underwriting issuance costs		34,874		18,258,581		—		34,874
Deferred issuance costs		—		(137,907)
Proceeds from long-term obligations		—		184,000
Issuance of common stock in connection with exercise of pre-funded warrants		—		28
Proceeds from exercise of warrants		1,213,924		31,697		—		1,213,924
Cash provided by financing activities		1,248,798		18,336,399		—		1,248,798
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(16,820,650)		8,227,222
NET DECREASE IN CASH AND CASH EQUIVALENTS						(10,898,410)		(10,387,522)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		57,165,377		10,614,722		35,703,975		57,165,377
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	40,344,727	$	18,841,944	$	24,805,565	$	46,777,855

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest expense	$	—	$	1,584
Conversion of preferred stock to common stock	$	18,653,826	$	—	$	—	$	11,398,204

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CELLECTAR BIOSCIENCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(UNAUDITED)~~(Unaudited)

1. NATURE OF BUSINESS AND ORGANIZATION

Cellectar Biosciences, Inc. (the “Company”) is a late-stage clinical biopharmaceutical company focused on the discovery and development of drugs for the treatment of cancer leveraging our proprietary phospholipid drug conjugate™ (PDC™) delivery platform ~~that~~designed to specifically ~~targets~~target cancer cells and to deliver improved efficacy and better safety as a result of fewer off-target effects.

The Company has incurred losses since inception in devoting substantially all of its efforts toward research and development and has an accumulated deficit of approximately ~~$144,979,691 at September~~$164,473,000 as of June 30, ~~2021.~~2022. During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company generated a net loss of approximately ~~$18,204,264~~$13,575,000 and expects that it will continue to generate operating losses for the foreseeable future. ~~However, the~~The Company believes that its cash balance ~~at September~~as of June 30, ~~2021~~2022 is adequate to fund ~~our~~its basic budgeted operations ~~for at least 12 months from~~into the ~~filing~~third quarter of ~~these financial statements.The~~2023. The Company’s ability to execute its current operating plan depends on its ability to obtain additional funding via the sale of equity and/or debt securities, a strategic transaction or ~~otherwise.~~other source of capital. The Company plans to continue to actively pursue financing alternatives, ~~, but~~however, there can be no assurance that it will obtain the necessary ~~funding.~~funding, raising substantial doubt about the Company’s ability to continue as a going concern within one year of the date these financial statements are issued. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The accompanying Condensed Consolidated Balance Sheet as of December 31, ~~2020~~2021 has been derived from our audited financial statements. The accompanying unaudited Condensed Consolidated Balance Sheet as of ~~September~~June 30, ~~2021,~~2022, and the Condensed Consolidated Statements of Operations, the Condensed Statements of Stockholders’ Equity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, the Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, and the related interim information contained within the ~~notes~~Notes to the Condensed Consolidated Financial Statements, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions, rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information and the notes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments which are of a nature necessary for the fair presentation of the Company’s consolidated financial position at ~~September~~June 30, ~~2021~~2022 and consolidated results of its operations and stockholders’ equity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 and cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021. The results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 are not necessarily indicative of future results.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, ~~2020,~~2021, which was filed with the SEC on March ~~2, 2021.~~21, 2022.

Principles of Consolidation — The consolidated financial statements include the accounts of the Company and the accounts of its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

Fixed Assets — Property and equipment are stated at cost. Depreciation on property and equipment is provided using the straight-line method over the estimated useful lives of the assets (3 to 10 years). Because of the significant value of leasehold improvements purchased, leasehold improvements are depreciated over 64 months (their estimated useful life), which represents the full term of the lease. Our only long-lived assets are property and equipment. The Company periodically evaluates long-lived assets for potential impairment. Whenever events or circumstances change, an assessment is made as to whether there has been impairment to the value of long-lived assets by determining whether projected undiscounted cash flows generated by the applicable asset exceed its net book value as of the assessment date. There were 0 long-lived fixed asset impairment charges recorded during the ~~nine~~six months ended ~~September~~June 30, ~~2021 or year ended December 31, 2020.~~2022.

Right-of-Use (ROU) Asset and Lease Liabilities ~~-On January 1, 2019, the~~-The Company ~~implemented~~accounts for all material leases in accordance with FASB Accounting Standards Codification ~~(“ASC”)~~(ASC) Topic 842, ~~using the modified retrospective method for all material leases that existed at or commenced after January 1, 2019.~~Leases. ROU Assets are amortized over their estimated useful life, which represents the full term of the lease.

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Stock-Based Compensation — The Company uses the Black-Scholes option-pricing model to calculate the grant-date fair value of stock option awards. The resulting compensation expense for awards that are not performance-based is recognized on a straight-line basis over the service period of the award, which for stock option grants issued in ~~2021~~2022 and ~~2020~~2021 ranged from one year to three ~~years for stock options.~~years.

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Research and Development — Research and development costs are expensed as incurred. The Company recognizes revenue and cost reimbursements from government grants when it is probable that the Company will comply with the conditions attached to the grant arrangement and the grant proceeds will be received. Government grants are recognized in the Condensed Consolidated Statements of Operations on a systematic basis over the periods in which the Company recognizes the related costs for which the government grant is intended to compensate. Specifically, when government grants are related to reimbursements for cost of revenues or operating expenses, the government grants are recognized as a reduction of the related expense in the Condensed Consolidated Statements of Operations. The Company records government grants receivable in the Condensed Consolidated Balance Sheets in accounts receivable.

Income Taxes — Income taxes are accounted for using the liability method of accounting. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement basis and tax basis of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when it is more likely than not that some portion of the deferred tax assets will not be realized. Management has provided a full valuation allowance against the Company’s gross deferred tax asset. Tax positions taken or expected to be taken in the course of preparing tax returns are required to be evaluated to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. Tax positions deemed not to meet a more-likely-than-not threshold would be recorded as tax expense in the current year. There ~~were~~are no uncertain tax positions that require accrual to or disclosure in the financial statements as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

Fair Value of Financial Instruments — The guidance under FASB ASC Topic 825, Financial Instruments, requires disclosure of the fair value of certain financial instruments. Financial instruments in the accompanying financial statements consist of cash equivalents, prepaid expenses and other assets, accounts payable and long-term obligations. The carrying amount of cash equivalents and accounts payable approximate their fair value as a result of their short-term nature. (See Note 2)

Concentration of Credit Risk — Financial instruments that subject the Company to credit risk consist of cash and cash equivalents on deposit with financial institutions. The Company’s excess cash as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 is on deposit in interest-bearing ~~transaction~~ accounts with well-established financial institutions. At times, such amounts may exceed the FDIC insurance limits. As of ~~September~~June 30, ~~2021,~~2022, and December 31, ~~2020,~~2021, uninsured cash balances totaled approximately ~~$39,800,000~~$24,300,000 and ~~$56,700,000,~~$35,200,000, respectively.

Recently Adopted Accounting Pronouncements - ~~For the fiscal year beginning~~ Beginning January 1, 2021, management ~~early~~ adopted Accounting Standards Update (“ASU”) 2020-06 using the modified retrospective method. ASU 2020-06 simplifies entities’ accounting for convertible instruments by eliminating the cash conversion and beneficial conversion feature ~~(“BCF”)~~(BCF) models outlined in ASC ~~470-20~~ ~~Debt-Debt with Conversion and Other Options~~.470-20. Under ASU 2020-06, convertible instruments that would have previously been subject to the BCF or cash conversion guidance no longer require separate accounting for the conversion feature. ~~Entities may elect to early adopt ASU 2020-06 for fiscal years beginning after~~

New Accounting Pronouncements – Issued but Not Yet Adopted — In December ~~15, 2020. Since the Company early adopted ASU 2020-06 beginning January 1,~~ 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832), which aims to provide increased transparency by requiring business entities to disclose information about certain type of government assistance they receive in the notes to the financial statements. The Company ~~would no longer be required~~does not expect the adoption of this standard to ~~recognize~~have a BCF even when shareholder approval is received. In December 2020, the Company completed a private placement where we issued Series D convertible preferred stock. The preferred shares are convertible into shares of common stock upon receipt of stockholder approval of the issuance of the underlying shares of common stock as required by Nasdaq Marketplace Rule 5635(d) at a special stockholder meeting. The shareholders approved this conversionmaterial impact on ~~February 25, 2021. As such, management will continue to account for the Series D preferred stock in equity without any separate accounting for the conversion options.~~

its consolidated financial statements.

2. FAIR VALUE

In accordance with the Fair Value Measurements and Disclosures Topic of the FASB ASC 820, the Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value:

●

Level 1: Input prices quoted in an active market for identical financial assets or liabilities.

●

Level 2: Inputs other than prices quoted in Level 1, such as prices quoted for similar financial assets and liabilities in active markets, prices for identical assets, and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data.

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●

Level 3: Input prices quoted that are significant to the fair value of the financial assets or liabilities which are not observable or supported by an active market.

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying value of cash and cash equivalents approximates fair value as maturities are less than three months. The carrying amounts reported onin the Condensed Consolidated Balance sheets for other current financial assets and liabilities approximate fair value because of their short-term nature.

3. STOCKHOLDERS’ EQUITY

2022 Reverse Stock Split

At the annual stockholders’ meeting held on June 24, 2022, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to effect a reverse split of the Company’s common stock at a ratio between 1-for-5 to 1-for-10 in order to satisfy requirements for the continued listing of the Company’s common stock on Nasdaq. The board of directors authorized the 1-for-10 ratio of the reverse split on June 27, 2022, and effective at the close of business on July 21, 2022, the Company’s certificate of incorporation was amended to effect a 1-for-10 reverse split of the Company’s common stock (the “Reverse Stock Split”). The accompanying condensed consolidated financial statements and notes to condensed consolidated financial statements give retroactive effect to the Reverse Stock Split for all periods presented.

Authorized Share Increase

At a special meeting held on February 25, 2021, the Company’s stockholders approved the amendment of the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to increase the authorized common stock from 80,000,000 shares to 160,000,000 shares. The Reverse Stock Split did not change the amount of authorized common stock.

Equity Distribution Agreement

On August 11, 2020, the Company entered into an equity distribution agreement (the “Sales Agreement”) with Oppenheimer & Co. Inc. (the “Sales Agent”). Pursuant to the Sales Agreement, the Company may offer and sell from time to time through the Sales Agent, up to $14.5 million of shares of the Company’s common stock, par value $0.00001 per share (the “ATM Shares”). The Sales Agent will receive from the Company a commission of 3.0% of the gross proceeds from the sales of the ATM Shares pursuant to the terms of the Sales Agreement. The offering of the ATM Shares pursuant to the Sales Agreement will terminate upon the earliest of (i) the sale of all ATM Shares subject to the Sales Agreement, ~~and~~or (ii) the termination of the Sales Agreement by the Company or the Sales Agent. Net proceeds from the sale of the ATM Shares will be used for general corporate purposes, including working capital.

The ATM Shares issued under the Sales Agreement are offered pursuant to a registration statement on Form S-3, which was declared effective by the SEC on August 20, 2020.

In June 2021, the Company issued and sold an aggregate of ~~41,692~~4,169 ATM Shares pursuant to the Sales Agreement and received gross proceeds of approximately $69,000 and net proceeds of $35,000 after deducting commissions to the Sales Agent and other offering expenses.

December 2020 Public Offering and Private Placement

On December 23, 2020, the Company issued and sold ~~18,148,136~~1,814,813 shares of common stock, par value $0.00001 per share, at a public offering price of ~~$1.35~~$13.50 per share of common stock, prior to deducting underwriting discounts and commissions and estimated offering expenses.

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In a concurrent private placement, the Company issued and sold 1,518.5180 shares of Series D convertible preferred stock. ~~The~~These preferred shares are convertible into a number of shares of common stock equal to $13,500 divided by ~~$1.35~~$13.50 (or ~~10,000~~1,000 shares of

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common stock for each share of Series D preferred stock converted) and were issued at a price of $13,500 per share of Series D preferred stock. The preferred shares ~~will~~were only be convertible into common stock upon receipt of stockholder approval of the issuance of the underlying shares of common stock as required by Nasdaq Marketplace Rule 5635(d) at a special stockholder meeting to be called for that purpose. At a special meeting of stockholders held on February 25, 2021, the stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock upon the conversion of the Series D preferred stock. During the three months ended March 31, 2021, 574.0736 shares of our Series D convertible preferred stock were converted into ~~5,740,736 Common Stock~~574,073 shares of common stock at ~~a rate of 1 to 10,000 shares.~~the established conversion rate. During the three months ended June 30, 2021, 250 shares of our Series D convertible preferred stock were converted into ~~2,500,000 Common Stock at a rate~~250,000 of ~~1 to 10,000 shares.~~common stock. During the three months ended September 30, 2021, 583.33 shares of our Series D convertible preferred stock were converted into ~~5,833,333 Common Stock at a rate~~583,333 shares of ~~1 to 10,000 shares. For~~common stock. There were 0 preferred stock conversions in the ~~nine~~three months ended ~~September~~December 31, 2021, or the six months ended June 30, ~~2021 the total Series D convertible preferred stock converted into 14,074,069 Common Stock at a rate of 1 to 10,000 shares.~~2022.

The net proceeds of the ~~offerings~~December public offering and private placement to the Company, after deducting ~~the~~ underwriting discounts and commissions, placement agency fees, and estimated offering expenses payable by the Company, were approximately $41.4 million.

The common stock issued in the public offering was offered by the Company pursuant to a registration statement on Form S-3, which was declared effective by the SEC on August 20, 2020.

The common stock issuable upon conversion of the Series D preferred stock in the private placement was offered by the Company pursuant to a registration statement on Form S-3, which was declared effective by the SEC on February 1, 2021.

In accordance with the concept of ASC 820 regarding the December 2020 public offering, the Company allocated the value of the proceeds to the common stock and preferred stock utilizing a relative fair value basis. Using the Nasdaq closing trading price for our stock on December 28, 2020, the Company computed the fair value of the shares sold. The fair value of the preferred stock was estimated on a relative fair value basis. This valuation did not impact the total increase to Stockholders’ Equity of $45.0 million, but is an internal, proportionate calculation allocating ~~the~~ gross proceeds of approximately $24.5 million to common stock and $20.5 million to preferred stock.

Common Stock Warrants

The following table summarizes information with regard to outstanding warrants to purchase common stock as of June ~~2020 Public Offering~~30, 2022:


	Number of Shares
	Issuable Upon
	Exercise of
	Outstanding	Exercise
Offering	Warrants	Price		Expiration Date
June 2020 Series H Warrants	720,796	$	12.075	June 5, 2025
May 2019 Series F Warrants	195,700	$	24.00	May 20, 2024
May 2019 Series G Warrants	201,800	$	24.00	May 20, 2024
July 2018 Series E Warrants	414,000	$	40.00	July 31, 2023
October 2017 Series D Warrants	31,085	$	178.00	October 14, 2024
Total	1,563,381

4. STOCK-BASED COMPENSATION

Accounting for Stock-Based Compensation

Increase in 2021 Stock Incentive Plan

At the 2022 annual meeting of stockholders held on June ~~5, 2020,~~24, 2022, the ~~Company issued and sold 14,601,628~~Company’s stockholders approved an increase in the number of shares of common stock ~~2,789,700 pre-funded warrants exercisable~~available for ~~1 share of~~issuance under our common stock at an exercise price of $0.00001 per share and 8,695,664 Series H warrants to purchase 8,695,664 shares of common stock. The public offering price of a share of common stock together with one-half of a Series H warrant to purchase one share of common stock was $1.15. The public offering price of a pre-funded warrant together with one-half of a Series H Warrant was $1.1499. The Series H warrants have an exercise price of $1.2075 per share and are exercisable for ~~five years from the date of issuance. As of September 30,~~ 2021 ~~all 2,789,700 pre-funded warrants have been exercised. As of September 30, 2021, a total of 1,487,695 Series H warrants have been exercised.~~

In accordance with the concept of ASC 820 regarding the June 2020 public offering, the Company allocated value of the proceeds to the common stock and warrants utilizing a relative fair value basis. Using the Nasdaq closing trading price for our stock on June 5, 2020, the Company computed the fair value of the shares sold. The fair value of the warrants was estimated using the Black-Scholes option-pricing model at that same date. This valuation did not impact total Stockholders’ Equity of $20.0 million, but is an internal proportionate calculation allocating the gross proceeds of approximately $12.1 million to common stock and $7.9 million to warrants.

Gross offering proceeds to the Company were $20.0 million, with net proceeds to the Company of approximately $18.3 million after deducting placement agent fees and related offering expenses. The Company intends to use the net proceeds from the offering for research and development, funding clinical studies, working capital and general corporate purposes.Stock Incentive Plan by 500,000 shares.

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The common stock, pre-funded warrants and Series H warrants were offered by the Company pursuant to a registration statement on Form S-1 , which was declared effective by the SEC on June 2, 2020 and an additional registration statement filed on June 2, 2020 pursuant to Rule 462(b) under the Act.

~~Common Stock Warrants~~

~~The following table summarizes information with regard to outstanding warrants to purchase common stock as of September 30, 2021.~~

Number of Shares

Issuable Upon

Exercise of

Outstanding

Exercise

Offering

Warrants

Price

Expiration Date
June 2020 Series H Warrants

7,207,969

$
1.2075

June 5, 2025
May 2019 Series F Warrants

1,957,000

$
2.40

May 20, 2024
May 2019 Series G Warrants

2,018,000

$
2.40

May 20, 2024
July 2018 Series E Warrants

4,140,000

$
4.00

July 31, 2023
October 2017 Series D Warrants

310,856

$
17.80

October 14, 2024
November 2016 Public Offering Series C

415,785

$
15.00

November 29, 2021
October 2015 Incremental Series A

30,006

$
21.30

October 20,2021
Total

16,079,616

~~4. STOCK-BASED COMPENSATION~~

~~Accounting for Stock-Based Compensation~~

2021 Stock Incentive Plan

The 2021 Stock Incentive Plan (the “2021 Plan”) was adopted on June 23, 2021 authorizing an aggregate of ~~6,000,000~~600,000 shares of common stock for grants of incentive or nonqualified stock options, rights to purchase restricted and unrestricted shares of common stock, stock appreciation rights and performance share grants. The Compensation Committee determines exercise prices, vesting periods and any performance requirements on the date of grant, subject to the provisions of the 2021 Plan. Options are granted at or above the fair market value of the common stock at the grant date and expire on the tenth anniversary of the grant date. Vesting periods are generally between one and ~~four~~three years. Options granted pursuant to the 2021 Plan generally will become fully vested upon a termination event occurring within one year following a change in control, as defined. A termination event is defined as either termination of employment or services other than for cause or constructive termination of employees or consultants resulting from a significant reduction in either the nature or scope of duties and responsibilities, a reduction in compensation or a required relocation. All outstanding awards under the 2015 Stock Incentive Plan (the “2015 Plan”) remained in effect according to the terms of the 2015 Plan and the respective agreements relating to such awards. In addition, any shares that are currently available under the 2015 Plan and any shares underlying awards under the 2015 Plan which are forfeited, cancelled, reacquired by the Company or otherwise terminated will be added to the number of shares available for grant under the 2021 Plan. As of ~~September~~June 30, ~~2021,~~2022, there are an aggregate of ~~3,184,363~~609,689 shares available for future grants under the 2021 Plan.

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During the ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, options granted were ~~3,537,500~~340,250 and ~~653,750,~~351,750, respectively. The following table summarizes amounts charged to expense for stock-based compensation related to employee and director stock option grants:


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021

Employee and director stock option grants:
Research and development	$	62,655	$	22,858	$	133,450	$	50,071	$	44,499	$	41,400	$	86,427	$	70,795
General and administrative		358,506		93,435		612,892		303,010		375,454		159,217		637,331		254,386
Total stock-based compensation	$	421,161	$	116,292	$	746,342	$	353,081	$	419,953	$	200,617	$	723,758	$	325,181

On March 4, 2021, we granted ~~2,810,000~~281,000 contingent non-statutory stock option awards at an exercise price of ~~$1.74~~$17.40 per share to our employees. Each of these grants was contingent on approval of the 2021 Plan that was voted on and approved by the stockholders at the Annual Meeting of Stockholders held on June 23, 2021. In accordance with the timing of the stockholder approval, the Company recognized the compensation expense of the contingent non-statutory stock option awards issued in March 2021 beginning in June 2021 and continuing through the remaining vesting period.

Assumptions Used in Determining Fair Value

Valuation and amortization method. The fair value of each stock award is estimated on the grant date using the Black-Scholes option-pricing model. The estimated fair value of employee stock options is amortized to expense using the straight-line method over the required service period which is generally the vesting period. The estimated fair value of the non-employee options is amortized to expense over the period during which a non-employee is required to provide services for the award (usually the vesting period).

Volatility. The Company estimates volatility based on the Company’s historical volatility since its common stock is publicly traded.

Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption.

Expected term. The expected term of stock options granted is based on an estimate of when options will be exercised in the future. The Company applies the simplified method of estimating the expected term of the options, as described in the SEC’s Staff Accounting Bulletins 107 and 110, as the historical experience is not indicative of the expected behavior in the future. The expected term, calculated under the simplified method, is applied to groups of stock options that have similar contractual terms. Using this method, the expected term is determined using the average of the vesting period and the contractual life of the stock options granted. The

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Company applied the simplified method to non-employees who have a truncation of term based on termination of service and utilizes the contractual life of the stock options granted for those non-employee grants which do not have a truncation of service.

Forfeitures. The Company records stock-based compensation expense only for those awards that are expected to vest. The Company accounts for forfeitures as they occur.

Dividends. The Company has not historically recorded dividends related to stock options.

Exercise prices for all grants made during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 were equal to the market value of the Company’s common stock on the date of grant.

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Stock Option Activity

A summary of stock option activity is as follows:


				Weighted						Weighted
	Number of			Average			Number of			Average
	Shares Issuable			Remaining			Shares Issuable			Remaining
	Upon Exercise	Weighted		Contracted	Aggregate		Upon Exercise	Weighted		Contracted	Aggregate
	of Outstanding	Average		Term in	Intrinsic		of Outstanding	Average		Term in	Intrinsic
	Options	Exercise Price		Years	Value		Options	Exercise Price		Years	Value
Outstanding at December 31, 2020	1,184,464	$	4.34		$	316,688
Granted	208,500	$	1.78
Outstanding at March 31, 2021	1,392,964	$	3.96	8.56	$	122,700
Granted	3,309,000	$	1.66
Expired	(177)	$	2,800.00
Outstanding at June 30, 2021	4,701,787	$	2.23	9.31	$	—
Outstanding at December 31, 2021							423,820	$	22.70		$	0
Granted	20,000	$	1.06				277,850	$	5.50
Forfeited	(46,001)	$	2.01				(95,200)	$	18.60
Outstanding at September 30, 2021	4,675,786	$	2.23	9.05	$	0
Outstanding at March 31, 2022							606,470	$	16.40	9.03	$	—
Granted							62,400	$	4.69
Forfeited							(11,553)	$	9.09
Outstanding at June 30, 2022							657,317	$	15.39	8.84	$	—

Exercisable, September 30, 2021	810,100	$	4.87	7.45	$	0
Unvested, September 30, 2021	3,865,686	$	1.68	9.38	$	0
Exercisable, June 30, 2022							202,264	$	28.37	7.85	$	0
Unvested, June 30, 2022							455,053	$	9.62	9.28	$	0

The aggregate intrinsic value of options outstanding is calculated based on the positive difference between the estimated per-share fair value of common stock at the end of the respective period and the exercise price of the underlying options. There have been no option exercises to date. Shares of common stock issued upon the exercise of options are from authorized but unissued shares.

As of ~~September~~June 30, ~~2021,~~2022, there was approximately ~~$3,005,000~~$1,342,200 of total unrecognized compensation cost related to unvested stock-based compensation arrangements. Of this total amount, the Company expects to recognize approximately ~~$413,000, $1,396,000, $1,020,000,~~$380,700, $548,700, $380,900, and ~~$176,000~~$31,900 during ~~2021,~~ 2022, 2023, 2024, and ~~2024~~2025, respectively. The Company’s expense estimates are based upon the expectation that all unvested options will vest in the future. The weighted-average grant-date fair value of vested and unvested options outstanding at ~~September~~June 30, 2022 was $20.70 and $6.20, respectively. As of June 30, 2021, ~~was $3.86 and $0.90, respectively.~~

~~Restricted Stock Grant~~~~s. During 2017,~~ the ~~Company issued 46,000 shares under the 2015 Plan of restricted common stock with a weighted average grant date~~weighted-average grant-date fair value of ~~$20.96. The shares~~ vested ~~annually over a three year period. The following table summarizes the restricted stock grants:~~and unvested options were $42.40 and $9.20, respectively.

Weighted

Average

Grant Date

Total Grant

Number of

Fair Value

Date Fair


Shares

Per Share

Value
Outstanding at December 31, 2019

9,334

$
21.00

$
196,000
Vested

(9,334)

$
21.00

$
(196,000)
Outstanding at December 31, 2020

0

$
0

$
0

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5. INCOME TAXES

The Company accounts for income taxes in accordance with the liability method of accounting. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax basis of assets and liabilities, and net operating loss carryforwards (“NOLs”), using the enacted tax rates. Deferred income tax expense or benefit is based on changes in the asset or liability from period to period. The Company did not record a provision or benefit for federal, state or foreign income taxes for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 or ~~2020~~2021 because the Company has experienced losses on a tax basis since inception. Because of the limited operating history, continuing losses and uncertainty associated with the utilization of the NOLs in the future, management has provided a full allowance against the value of its gross deferred tax assets.

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The Company also accounts for the uncertainty in income taxes related to the recognition and measurement of a tax position taken or expected to be taken in an income tax return. The Company follows the applicable accounting guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition related to the uncertainty in income tax positions. No uncertain tax positions have been identified.

6. NET LOSS PER SHARE

Basic net ~~income (loss)~~loss per share is computed by dividing net ~~income (loss)~~loss by the weighted average number of shares of common stock outstanding during the period. Diluted net ~~income (loss)~~loss per share for the ~~three and nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~September~~June 30, ~~2020~~2021 is computed by dividing net ~~income (loss)~~loss by the sum of the weighted average number of shares of common stock and the dilutive potential common stock equivalents then outstanding. Potential common stock equivalents consist of stock options, warrants, ~~non-vested restricted stock,~~ preferred shares convertible into common stock and, pre-funded warrants. Since there is a net loss attributable to common stockholders for the ~~three and nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~September~~June 30, ~~2020,~~2021, the inclusion of common stock equivalents in the computation for that period would be antidilutive.

The following potentially dilutive securities have been excluded from the computation of diluted net ~~income (loss)~~loss per share since their inclusion would be antidilutive:

Nine Months Ended

September 30,

2021

2020
Warrants

16,079,616

17,937,766
Preferred shares as convertible into common stock

1,111,111

537,500
Stock options

4,675,786

1,184,464
Total potentially dilutive shares

21,866,513

19,659,730


	Six Months Ended
	June 30,
	2022	2021
Warrants	1,563,381	1,607,961
Preferred shares as convertible into common stock	111,111	694,444
Stock options	657,317	470,178
Total potentially dilutive shares	2,331,809	2,772,583

7. COMMITMENTS AND CONTINGENCIES

Real Property Leases

Florham Park, New Jersey

On June 4, 2018, the Company entered ininto an Agreement of Lease for 3,893 square feet for its corporate headquarters in Borough of Florham Park, New Jersey (the “HQ Lease”). The HQ Lease commencement date was October 2018 and terminates in February 2024. The Company has an option to extend the term of the HQ Lease for one additional 60-month period.

Under the terms of the HQ Lease, the Company paid a security deposit of $75,000 and the aggregate rent due over the term of the HQ Lease is approximately $828,000, which will be reduced to approximately $783,000 after certain rent abatements. The Company is required to pay its proportionate share of certain operating expenses and real estate taxes applicable to the leased premises. After certain rent abatements the rent is approximately $12,500 per month for the first year and then escalates thereafter by 2% per year ~~for~~until the ~~duration of the term.~~termination date.

Madison, Wisconsin

The Company presently rents office space in Madison ~~and is rented~~ for approximately $3,000 per month under an agreement that expires on ~~August~~October 31, 2022.

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Operating Lease Liability

In June 2018, the Company entered into the HQ Lease. The HQ Lease commenced upon completion of certain improvements by the landlord in October 2018 and terminates in February 2024 with an option to extend the term of the lease for one additional 60-month period. As of December 31, 2018, the Company recorded a deferred lease liability of approximately $176,000 for the improvements funded by the landlord on the consolidated balance sheet. The Company amortizes the deferred liability as a reduction to rent expense in the consolidated statement of operations over the term of the lease.

Under the HQ Lease, the Company will pay ~~monthly~~a fixed rent amount monthly based on an approximate rate per rentable square foot which ranges between approximately $12,400 to $13,600 over the lease period. In addition, the Company received certain rent abatements

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and lease incentives subject to the limitations in the HQ Lease. The HQ Lease’s net ROU asset and lease liability are approximately ~~$225,000~~$161,000 and ($~~333,000~~)236,000), respectively, as of ~~September~~June 30, ~~2021~~2022 and rental expense for the ~~nine~~six months ended ~~September~~June 30, ~~2021 is~~2022 was approximately ~~$85,000.~~$57,000.

Discount Rate

The Company has determined the interest rate implicit in the lease considering factors such as Company’s credit rating, borrowing terms offered by the U.S. Small Business Administration, amount of lease payments, quality of collateral and alignment of the borrowing term and lease term. The Company considers 10% per annum as reasonable to use as the incremental borrowing rate for purposes of the calculation of lease liabilities.

Maturity Analysis of Short-Term and Operating Leases

The following table approximates the ~~dollar maturity of the~~ Company’s undiscounted payments for its short-term leases and operating lease liabilities as of ~~September~~June 30, ~~2021:~~2022:


Years ending December 31,
Remainder of 2021	$	39,000
2022		158,000
Remainder of 2022			$	79,000
2023		161,000		161,000
2024		14,000		14,000
Total undiscounted lease payments		372,000		254,000
Less: Imputed interest		(39,000)		(18,000)
Present value of lease liabilities	$	333,000	$	236,000

Legal

The Company may be involved in legal matters and disputes in the ordinary course of business. We do not anticipate that the outcome of such matters and disputes will materially affect the Company’s financial statements.

~~8. LOAN PAYABLE~~

On April 21, 2020, the Company received loan proceeds in the amount of approximately $184,000 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after 24 weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the 24-week period.

The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. The Company intends to use the proceeds for purposes consistent with the PPP requirements. On December 30, 2020, the principal loan amount of $184,000 and accrued interest of $1,280 were forgiven and recognized as a gain on extinguishment of debt in the fourth quarter of 2020.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited financial information and notes thereto included in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, include forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2021, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

We are a late-stage clinical biopharmaceutical company focused on the discovery, development and ~~development~~commercialization of drugs for the treatment of cancer. Our core objective is to leverage our proprietary ~~PDC~~phospholipid drug conjugate™ (PDC™) delivery platform to develop PDCs that are designed to specifically target cancer cells and deliver improved efficacy and better safety as a result of fewer off-target effects. ~~Our~~We believe that our PDC platform possesses the potential for the discovery and development of the next generation of cancer-targeting treatments, and we plan to develop PDCs both independently and through research and development collaborations.

The COVID-19 pandemic, including variants thereof, has created uncertainties in the expected timelines for clinical stage biopharmaceutical companies such as us, and because of such uncertainties, it is difficult for us to accurately predict expected outcomes. While we have commenced dosing in our CLOVER-WaM pivotal clinical study of iopofosine in ~~WM,~~Waldenstrom’s macroglobulinemia (WM), we have experienced material delays in patient recruitment and enrollment as a result of continued resourcing issues related to COVID-19 at study sites and potentially ~~due to~~resulting from concerns among patients about participating in clinical studies during a public health emergency. The COVID-19 pandemic is also affecting the operations of third parties upon whom we rely. We are unable to predict how the COVID-19 pandemic may affect our ability to successfully progress our CLOVER-WaM pivotal clinical study or any other clinical programs in the future. Moreover, there remains uncertainty relating to the trajectory of the pandemic and whether it may cause further delays in patient study recruitment. The impact of related responses and disruptions caused by the COVID-19 pandemic may result in difficulties or delays in initiating, enrolling, conducting or completing our planned and ongoing studies and the incurrence of unforeseen costs as a result of disruptions in clinical supply of iopofosine or preclinical study or clinical study delays and our ability to obtain additional financing. The continued impact of COVID-19 on results will largely depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease or variants thereof, the duration of the pandemic, vaccination rates, travel restrictions and social distancing in the ~~United States,~~U.S., Canada and other countries, business closures or business disruptions, the ultimate impact on financial markets and the global economy, and the effectiveness of actions taken in the ~~United States,~~U.S., Canada and other countries to contain and treat the disease. In October 2021 we announced that we are collaborating with BBK Worldwide to provide new concierge services for patients participating in our clinical studies. These services are designed to improve ~~patient’s~~patients’ and their ~~caregivers~~caregivers’ access to high quality care and innovative treatments for their cancer.

Our lead PDC therapeutic, iopofosine is a small-molecule PDC designed to provide targeted delivery of iodine-131 directly to cancer cells, while limiting exposure to healthy cells. We believe this profile differentiates iopofosine from many traditional on-market treatments. Iopofosine is currently being evaluated in the CLOVER-WaM Phase 2 pivotal study in patients with relapsed/refractory (r/r) Waldenstrom’s macroglobulinemia (WM), a Phase 2B study in r/r multiple myeloma (MM) patients and the CLOVER-2 Phase 1 study for a variety of pediatric cancers.

The CLOVER-1 Phase 2 study met the primary efficacy endpoints from the Part A dose-finding portion, conducted in r/r B-cell malignancies. The CLOVER-WaM Study is a pivotal registration study currently evaluating iopofosine in Bruton tyrosine kinase inhibitor (BTKi) failed or suboptimal response in WM. The CLOVER-1 Phase 2B study is ongoing where iopofosine remains under further evaluation in highly refractory MM patients.

The CLOVER-2 Phase 1 pediatric study is an open-label, sequential-group, dose-escalation study to evaluate the safety and tolerability of iopofosine in children and adolescents with relapsed or refractory cancers, including malignant brain tumors, neuroblastoma, sarcomas, and lymphomas (including Hodgkin’s lymphoma). The study is being conducted internationally at seven leading pediatric cancer centers.

The U.S. Food and Drug Administration ~~(“FDA”)~~(FDA) granted iopofosine Fast Track Designation for lymphoplasmacytic lymphoma (LPL) and WM patients having received two or more prior treatment regimens, as well as ~~r/r MM~~relapsed or refractory (r/r) multiple myeloma (MM) and r/r diffuse large B-cell lymphoma (DLBCL). Orphan Drug Designations (ODDs) have been granted for LPL/WM, MM, neuroblastoma, soft tissue sarcomas including rhabdomyosarcoma, Ewing’s sarcoma and osteosarcoma. Iopofosine was also granted Rare Pediatric Disease Designation (RPDD) for the treatment of neuroblastoma, rhabdomyosarcoma, Ewing’s sarcoma and osteosarcoma. The European Commission granted ~~an ODDs~~ODD for r/r MM and WM.

Our product pipeline also includes one preclinical PDC chemotherapeutic program (CLR 1900) and several partnered PDC assets. The CLR 1900 Series is being targeted for solid tumors with a payload that inhibits mitosis (cell division) a validated pathway for treating cancers.

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We have leveraged our PDC platform to establish ~~four~~three ongoing collaborations featuring four unique payloads and mechanisms of action. Through research and development collaborations, our strategy is to generate near-term capital, supplement internal resources, gain access to novel molecules or payloads, accelerate product candidate development, and broaden our proprietary and partnered product pipelines.

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Our PDC platform ~~provides~~is designed to provide selective delivery of a diverse range of oncologic payloads to cancerous cells, whether a hematologic cancer or solid tumor, a primary tumor, or a metastatic tumor and cancer stem cells. The PDC platform’s mechanism of entry ~~does~~is designed not to rely upon specific cell surface epitopes or antigens as are required by other targeted delivery platforms. Our PDC platform takes advantage of a metabolic pathway utilized by all tumor cell types in all stages of the tumor cycle. Tumor cells modify specific regions on the cell surface as a result of the utilization of this metabolic pathway. Our PDCs are designed to bind to these regions and directly enter the intracellular compartment. This mechanism allows the PDC molecules to accumulate in tumor cells over time, which we believe can enhance drug efficacy, and to avoid the specialized highly acidic cellular compartment known as lysosomes, which allows a PDC to deliver molecules that previously could not be delivered. Additionally, molecules targeting specific cell surface epitopes face challenges in completely eliminating a tumor because the targeted antigens are limited in the total number on the cell surface, have longer cycling time from internalization to being present on the cell surface again and available for binding and are not present on all of the tumor cells in any cancer. This means a subpopulation of tumor cells always exist that cannot be targeted by therapies targeting specific surface epitopes. In addition to the benefits provided by the mechanism of entry, PDCs offer the ability to conjugate payload molecules in numerous ways, thereby increasing the types of molecules selectively delivered via the PDC.

The PDC platform features include the capacity to link with almost any molecule, provide a significant increase in targeted oncologic payload delivery and the ability to target all types of tumor cells. As a result, we believe that we can generate PDCs to treat a broad range of cancers with the potential to improve the therapeutic index of oncologic drug payloads, enhance or maintain efficacy while also reducing adverse events by minimizing drug delivery to healthy cells, and increasing delivery to cancerous cells and cancer stem cells.

We employ a drug discovery and development approach that allows us to efficiently design, research and advance drug candidates. Our iterative process allows us to rapidly and systematically produce multiple generations of incrementally improved targeted drug candidates.

In June 2020, ~~the European Medicines Agency (EMA)~~we were granted us Small and Medium-Sized Enterprise (SME) status by the ~~EMA’s~~the European Medicines Agency’s (EMA) Micro, Small and Medium-sized Enterprise office. SME status allows us to participate in significant financial incentives that include a 90% to 100% EMA fee reduction for scientific advice, clinical study protocol design, endpoints and statistical considerations, quality inspections of facilities and fee waivers for selective EMA ~~pre~~pre- and post-authorization regulatory filings, including orphan drug and PRIME (PRIority MEdicines) designations. We are also eligible to obtain EMA certification of quality and manufacturing data prior to review of clinical data. Other financial incentives include EMA-provided translational services of all regulatory documents required for market authorization, further reducing the financial burden of the market authorization process.

A description of our PDC product candidates follows:

Clinical Pipeline

Our lead PDC therapeutic, iopofosine, is a small-molecule PDC designed to provide targeted delivery of iodine-131 directly to cancer cells, while limiting exposure to healthy cells. We believe this profile differentiates iopofosine from many traditional on-market treatments and treatments in development. Iopofosine is currently being evaluated in the CLOVER-WaM Phase 2 pivotal study in patients with r/r WM, a Phase 2B2b study in r/r MM patients and the CLOVER-2 Phase 1 study for a variety of pediatric cancers. As with all clinical trials, adverse events, serious adverse events or fatalities may arise during a clinical trial due to medical problems that may not be related to clinical trial treatments. Adverse events across all studies include fatigue (39%) and cytopenias, specifically, thrombocytopenia (75%), anemia (61%), neutropenia (54%), leukopenia (56%), and lymphopenia (34%). Fatalities due to infection have occurred in patients treated with iopofosine.

~~Iopofosine~~The CLOVER-WaM pivotal Phase 2b study is ~~currently being evaluated in a pivotal study, CLOVER-WaM, in Waldenstrom’s macroglobulinemia (WM)~~enrolling WM patients that have failed or had a suboptimal response to a BTKi therapy after receiving first line standard of care. The CLOVER-1 Phase 2 study met the primary efficacy endpoints from the Part A dose-finding portion, conducted in r/r B-cell malignancies, and is now enrolling aan MM expansion cohort (Phase ~~2B)~~2b). The Phase 2B2b study will evaluate highly refractory MM patients including triple, quad and penta class refractory patients. The initial Investigational New Drug (IND) application was accepted by the FDA in March 2014 with multiple INDs submitted since that time. The Phase 1 study was designed to assess the compound’s safety and tolerability in patients with r/r MM, ~~(to~~and to determine maximum tolerated dose (MTD), and was initiated in April 2015. The study completed enrollment and the final clinical study report is expected in the second half of ~~2021.~~2022. Initiated in March 2017, the primary goal of the Phase 2A2a study was to assess the compound’s efficacy in a broad range of hematologic cancers.

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The CLOVER-1 Phase 2 study met the primary efficacy endpoints from the Part A dose-finding portion, conducted in r/r B-cell malignancies. The CLOVER-1 Phase 2b study, where iopofosine remains under further evaluation in late treatment line highly refractory MM patients, is ongoing.

The CLOVER-2 Phase 1 pediatric study is being conducted internationally at seven leading pediatric cancer centers. The study is an open-label, sequential-group, dose-escalation study to evaluate the safety and tolerability of iopofosine in children and adolescents with relapsed or refractory cancers, including malignant brain tumors, neuroblastoma, sarcomas, and lymphomas (including Hodgkin’s lymphoma). The FDA previously accepted our IND application for a Phase 1 open-label, dose escalating study to evaluate the safety and tolerability of a single intravenous administration of iopofosine in up to 30 children and adolescents with cancers including neuroblastoma, sarcomas, lymphomas (including Hodgkin’s lymphoma) and malignant brain tumors. This study was initiated during the first quarter of 2019. These cancer types were selected for clinical, regulatory and commercial rationales, including the radiosensitive nature and continued unmet medical need in the r/r setting, and the rare disease determinations made by the FDA based upon the current definition within the Orphan Drug Act.

In December 2014, the FDA granted ODD for iopofosine for the treatment of MM. In 2018, the FDA granted ODD and RPDD for iopofosine for the treatment of neuroblastoma, rhabdomyosarcoma, Ewing’s sarcoma and osteosarcoma. In May 2019, the FDA granted Fast Track designation for iopofosine for the treatment of MM and in July 2019 for the treatment of ~~DLBCL, in~~DLBCL. In September 2019 iopofosine received ~~Orphan Drug Designation~~ODD from the European Union for ~~Multiple Myeloma, in January 2020,~~MM. In December 2019, the FDA ~~granted Orphan Drug Designation for iopofosine Waldenstrom’s macroglobulinemia~~ and the European Union each granted ~~Orphan Drug Designation~~ODD for iopofosine ~~Waldenstrom’s macroglobulinemia.~~for the treatment of LPL/WM. The FDA granted Fast Track designation for iopofosine for the treatment of r/r LPL and WM in May 2020.

As the result of iopofosine’s RPDD designation, we may be eligible to receive a priority review voucher (PRV) if the product receives approval for any of the treatment of neuroblastoma, rhabdomyosarcoma, Ewing’s sarcoma or osteosarcoma. The FDA may award PRV to sponsors of a product application for a RPDD that meet its specified criteria. The key criteria to receiving ~~a priority review voucher~~PRV is that the drug be approved for a rare pediatric disease ~~being treated is~~and treat a serious or life-threatening ~~and~~manifestation of the disease or condition that it primarily ~~effects~~affects individuals under the age of 18. In order to receive a PRV, a sponsor must obtain approval of a “rare pediatric disease product application,” which is a human drug application for prevention or treatment of a rare pediatric disease and which contains no active ingredient, including any ester or salt thereof, that has been approved by the FDA; is deemed eligible for priority review; is submitted under section 505(b)(1) of the Federal Food, Drug, and Cosmetic Act (FDCA) or section 351(a) of the Public Health Service Act (PHSA); relies on clinical data derived from studies examining a pediatric population and dosages of the drug intended for that population; does not seek approval for an adult indication in the original rare pediatric disease application; and is approved after September 30, 2016. Under this program, a sponsor who receives an approval for a drug or biologic for a rare pediatric disease can receive a PRV that can be redeemed to receive a priority review of a subsequent marketing application for a different product. Additionally, the PRV’s can be exchanged or sold to other companies so that the receiving company may use the voucher. Congress has only authorized the rare pediatric disease priority review voucher program until September 30, 2024. However, if a drug candidate receives RPDD before September 30, 2024, it is eligible to receive a voucher if it is approved before September 30, 2026.

CLOVER-WaM: Phase 2 Study Pivotal Study in: Patients with r/r Waldenstrom’s Macroglobulinemia

In January 2021, we announced that a Type C guidance meeting with the FDA was conducted in September of 2020. The results of that guidance meeting provided Cellectar with an agreed upon path for conducting the CLOVER-WaM study; a single arm, pivotal study in ~~Waldenstrom’s macroglobulinemia~~WM patients that have received ~~at least two prior lines~~standard of care first line therapy and either failed or had a suboptimal response to BTKi therapy. We believe this design is in alignment with the feedback received from the FDA during the guidance meeting held in September 2020. The FDA agreed with the dose to be tested, our proposal for a safety and futility assessment to be conducted on the first 10 patients, the endpoint to be assessed, the statistical analysis plan and study size of 50 ~~patients.~~patients, and requested that we submit a revised protocol. Based upon this agreement, a revised protocol was submitted and the pivotal study was initiated. WM is a rare, indolent and incurable form of non-Hodgkin’s lymphoma (NHL) that is composed of a patient population in need of new and better treatment options.

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The study is expected to enroll 50 WM patients who have received at least two prior lines of therapy, failed both lines of therapy including having failed or had a suboptimal response to a BTKi (i.e. ibrutinib). Patients in the trial will receive up to 4-doses of iopofosine over two cycles (cycle one days 1, 15, and cycle two days 57, 71) with each dose administered as a 15mCi/m² infusion. The primary endpoint of the trial is major response rate (MRR) as defined as a partial response (a minimum of a 50% reduction in IgM) or better in patients that receive a minimum total body dose (TBD) of 60 mCi with secondary endpoints of treatment free survival (treatment free remission), duration of response and progression free survival. In April 2022, we announced that an independent data monitoring committee (DMC) performed an interim safety and futility evaluation on the first 10 patients enrolled and unanimously recommended continuation of the trial as planned.

CLOVER-1: Phase 2 Study in Select B-Cell Malignancies

The Phase 2 CLOVER-1 study is an open-label study designed to determine the efficacy and safety of CLR 131 in select B-cell malignancies (multiple myeloma (MM), indolent chronic lymphocytic leukemia (CLL)/small lymphocytic lymphoma (SLL), lymphoplasmacytic lymphoma (LPL)/Waldenstrom’s macroglobulinemia (WM), marginal zone lymphoma (MZL), mantle cell lymphoma (MCL), DLBCL, and central nervous system lymphoma (CNSL) who have been previously treated with standard therapy for their underlying malignancy. As of March 2022, the study arms for CLL/SLL, LPL/WM, MZL, MCL, and DLBCL are closed. Dosing of patients varied by disease state cohort and was measured in terms of TBD.

The study’s primary endpoint is clinical benefit response (CBR), with secondary endpoints of overall response rate (ORR), progression free survival (PFS), time to next treatment (TtNT), median Overall Survival (mOS), duration of response (DOR) and other markers of efficacy following patients receiving one of three TBDs of iopofosine (<50mCi, ~50mCi and >60mCi), with the option for a second cycle approximately 75-180 days later. Dosages were provided either as a single bolus or fractionated (the assigned dose level split into two doses) given day 1 and day 15. Over the course of the study the dosing regimen of iopofosine advanced from a single bolus dose to two cycles of fractionated administrations of 15 mCi/m2 per dose on days 1, 15 (cycle 1), and days 57, 71 (cycle 2). Adverse events occurring in at least 25% of subjects were fatigue (39%) and cytopenias, specifically, thrombocytopenia (75%), anemia (61%), neutropenia (54%), leukopenia (51%), and lymphopenia (25%). Serious adverse events occurring in greater than 5% of subjects were restricted to thrombocytopenia (9%) and febrile neutropenia (7.5%).

Phase 2A2a Study: Patients with r/r Waldenstrom’s Macroglobulinemia Cohort

Patients in the r/r WM cohort all received TBD of ≥ 60 mCi (25 mCi/m² single bolus, 31.25 mCi/m² fractionated, 37.5 mCi/m² fractionated, or two cycles of mCi/m² fractionated) either as a bolus dose or fractionated. Current data from our Phase 2A2a CLOVER-1 clinical study show ~~that six~~a 100% ORR in 6 WM patients ~~demonstrated 100% overall response rate (ORR)~~ and an 83.3% major response rate with one patient achieving a complete response (CR), which continues at nearly 27 months post- last treatment. While median treatment free survival ~~((TRS)~~(TFS), also known as treatment free remission (TFR)), and ~~duration of response (DOR) has~~DOR have not been reached, the average treatment TFS/TFR is currently at 330 days. ~~This~~We believe this may represent an important improvement in the treatment of ~~relapsed/refractory~~r/r WM as we believe no approved or late-stage development treatments for second- and third-line patients have reported a CR to date. Based on study results to date, patients continue to tolerate iopofosine well, with the most common adverse events being cytopenias and fatigue.

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Phase 2A2a Study: Patients with r/r Multiple Myeloma Cohort

In September 2020, we announced that a 40% ORR was observed in the subset of refractory multiple myeloma patients deemed triple class refractory who received 60 mCi or greater ~~total body dose (TBD).~~TBD. Triple class refractory is defined as patients that are refractory to immunomodulatory, proteasome inhibitors and anti-CD38 antibody drug classes. The 40% ORR (6/15 patients) represents triple class refractory patients enrolled in Part A of Cellectar’s CLOVER-1 study and additional patients enrolled in Part B from March through May 2020 and received ~~≥60mCi TBD.~~>60mCi TBD (25 mCi/m2 single bolus, 31.25 mCi/m2 fractionated, 37.5 mCi/m2 fractionated, or two cycles of mCi/m2 fractionated) either as a bolus dose or fractionated. Patients with MM received 40 mg of dexamethasone concurrently beginning within 24 hours of the first CLR 131 infusion. All MM patients enrolled in the expansion cohort are required to be triple class refractory. The additional six patients enrolled in 2020 were heavily pre-treated with an average of nine prior multi-drug regimens. Three patients received a ~~total body dose~~TBD of ~~≥60~~> 60 mCi and three received less than 60 mCi. Consistent with the data released in February 2020, patients receiving ~~≥60~~> 60 mCi typically exhibit greater responses. Based on study results to date, patients continue to tolerate iopofosine well, with the most common and almost exclusive ~~treatment emergent~~treatment-emergent adverse events ~~being cytopenias.~~are cytopenias, such as thrombocytopenia, neutropenia, and anemia.

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Phase ~~2A:~~2a: Patients with r/r non-Hodgkin’s lymphoma Cohort

In February 2020, we announced positive data from our Phase 2a CLOVER-1 study in patients with ~~relapsed/refractory non-Hodgkin lymphoma (NHL)~~r/r NHL. These patients were treated with three different doses (<50mCi, ~50mCi and ~~≥60mCi~~>60mCi TBD. Patients in the r/r NHL cohort received TBD of either ≥ 60 mCi or < 60 mCi (25 mCi/m2 single bolus, 31.25 mCi/m2 fractionated, 37.5 mCi/m2 fractionated, or two cycles of mCi/m2 fractionated) either as a bolus dose or fractionated. Patients with r/r NHL who received <60mCi TBD and the ~~≥60mCi~~>60mCi TBD had a 42% and 43% ORR, respectively and a combined rate of 42%. These patients were also heavily pre-treated, having a median of three prior lines of treatment (range, 1 to 9) with the majority of patients being refractory to rituximab and/or ibrutinib. The patients had a median age of 70 with a range of 51 to 86. All patients had bone marrow involvement with an average of 23%. In addition to these findings, subtype assessments were completed in the r/r B-cell NHL patients. Patients with DLBCL demonstrated a 30% ORR with one patient achieving a CR, which continues at nearly 24 months post-treatment. The ORR for ~~chronic lymphocytic leukemia/small lymphocytic lymphoma (CLL/SLL)~~CLL/SLL and ~~marginal zone lymphoma (MZL)~~MZL patients was 33%.

Based upon the dose response observed in the Phase 2A2a study for patients receiving ~~total body doses~~TBDs of 60mCi or greater, we determined that patient dosing of iopofosine in the pivotal study would be >60mCi TBD. Therefore, patients are now grouped as receiving <60mCi or >60mCi TBD.

The most frequently reported adverse events in all patients were cytopenias, which followed a predictable course and timeline. The frequency of adverse events ~~have~~did not ~~increased~~increase as doses were increased and the profile of cytopenias remains consistent. Importantly, our assessment is that these cytopenias have had a predictable pattern to initiation, nadir and recovery and are treatable. The most common grade ≥3 events at the highest dose (75mCi TBD) were hematologic toxicities including thrombocytopenia (65%), neutropenia (41%), leukopenia (30%), anemia (24%) and lymphopenia (35%). No patients experienced cardiotoxicities, neurological toxicities, infusion site reactions, peripheral neuropathy, allergic reactions, cytokine release syndrome, keratopathy, renal toxicities, or changes in liver enzymes. The safety and tolerability profile in patients with r/r NHL was similar to r/r MM patients except for fewer cytopenias of any grade. Based upon iopofosine being well tolerated across all dose groups, ~~and~~ the observed response rate, and especially in difficult to treat patients such as high risk and triple class refractory or penta-refractory, and corroborating data showing the potential to further improve upon current ORRs and durability of those responses, the study has been expanded to test a two-cycle dosing optimization regimen with a target ~~total body dose~~TBD >60 mCi/m² of iopofosine.

In July 2016, we were awarded a $2,000,000 National Cancer Institute (NCI) Fast-Track Small Business Innovation Research grant to further advance the clinical development of iopofosine. The funds supported the Phase 2 study initiated in March 2017 to define the clinical benefits of iopofosine in r/r MM and other niche hematologic malignancies with unmet clinical need. These niche hematologic malignancies include Chronic Lymphocytic Leukemia, Small Lymphocytic Lymphoma, Marginal Zone Lymphoma, Lymphoplasmacytic Lymphoma/WM and DLBCL. The study is being conducted in approximately 10 U.S. cancer centers in patients with orphan-designated relapse or refractory hematologic cancers. The study’s primary endpoint is clinical benefit response (CBR), with secondary endpoints of ORR, progression free survival (PFS,) median Overall Survival (mOS) and other markers of efficacy following patients receiving one of three TBDs of iopofosine (<50mCi, ~50mCi and >60mCi), with the option for a second cycle approximately 75-180 days later. Dosages were provided either as a single bolus or fractionated (the assigned dose level split into two doses) given day 1 and day 15.

In May 2020, we announced that the FDA granted Fast Track Designation for iopofosine in WM in patients having received two prior treatment regimens or more.

Phase 1 Study in Patients with r/r Multiple Myeloma

In February 2020, we announced the successful completion of our Phase 1 dose escalation study. Data from the study ~~demonstrated~~indicate that iopofosine was ~~safe and~~ tolerated up to a ~~total body dose~~TBD of approximately 95mCi in r/r MM. The Phase 1 multicenter, open-label, dose-escalation study was designed to evaluate the safety and tolerability of iopofosine administered in an up to 30-minute I.V. infusion, either as a single bolus dose or as fractionated doses. The r/r ~~multiple myeloma~~MM patients in this study received single cycle doses ranging from approximately 20mCi to 95mCi ~~total body dose.~~TBD. An independent ~~Data Monitoring Committee determined that~~DMC assessed the safety of all doses used ~~were safe~~with patients and ~~well-tolerated by patients.~~deemed them to be well tolerated.

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Iopofosine in combination with dexamethasone was under investigation in adult patients with r/r MM. Patients had to be refractory to or relapsed from at least one proteasome inhibitor and at least one immunomodulatory agent. The clinical study was a standard three-plus-three dose escalation safety study to determine the maximum tolerable dose. Multiple myeloma is an incurable cancer of the plasma cells and is the second most common form of hematologic cancers. Secondary objectives included the evaluation of therapeutic activity by assessing surrogate efficacy markers, which include M protein, free light chain (FLC), PFS and OS. All patients were heavily pretreated with an average of five prior lines of therapy. Iopofosine was deemed by an Independent Data Monitoring Committee (IDMC) to be safe and tolerable up to its planned maximum single, bolus dose of 31.25 mCi/m²~~or a total body dose of ~63 mCi. The four single dose cohorts examined were: 12.5 mCi/m~~² ~~(~25mCi TBD), 18.75 mCi/m~~² ~~(~37.5mCi TBD), 25 mCi/m~~²~~(~50mCi TBD), and 31.25 mCi/m~~²(~62.5mCi TBD), all in combination with low dose dexamethasone (40 mg weekly). Of the five patients in the first cohort, four achieved stable disease and one patient progressed at Day 15 after administration and was taken off the study. Of the five patients admitted to the second cohort, all five achieved stable disease however one patient progressed at Day 41 after administration and was taken off the study. Four patients were enrolled to the third cohort and all achieved stable disease. In September 2017, we announced results for cohort 4, showing that a single infusion up to 30-minutes of 31.25mCi/m² ~~of iopofosine was safe and tolerated by the three patients in the cohort. Additionally, all three patients experienced CBR with one patient achieving a partial response (PR).~~ We use the International Myeloma Working Group (IMWG) definitions of response, which involve monitoring the surrogate markers of efficacy, M protein and FLC. The IMWG defines a PR as a greater than or equal to 50% decrease in FLC levels (for patients in whom M protein is unmeasurable) or 50% or greater decrease in M protein. Multiple myeloma is an incurable cancer of the plasma cells and is the second most common form of hematologic cancer. Secondary objectives included the evaluation of therapeutic activity by assessing surrogate efficacy markers, which include M protein, free light chain (FLC), PFS and OS. All patients were heavily pretreated with an average of five prior lines of therapy. An independent DMC assessed the safety of iopofosine up to its planned maximum single, bolus dose of 31.25 mCi/m² or a TBD of ~63 mCi. The four single dose cohorts examined were: 12.5 mCi/m² (~25mCi TBD), 18.75 mCi/m² (~37.5mCi TBD), 25 mCi/m² (~50mCi TBD), and 31.25 mCi/m²(~62.5mCi TBD), all in combination with low dose dexamethasone (40 mg weekly). Of the five patients in the first cohort, four were assessed as achieving stable disease and one patient progressed at Day 15 after administration and was taken off the study. Of the five patients admitted to the second cohort, all five were assessed as achieving stable disease; however, one patient progressed at Day 41 after administration and was taken off the study. Four patients were enrolled to the third cohort, and all were assessed as achieving stable disease. In September 2017, we announced safety and tolerability data for cohort 4, in which patients were treated with a single infusion up to 30-minutes of 31.25mCi/m² of iopofosine, which was tolerated by the three patients in the cohort. Additionally, all three patients experienced CBR with one patient achieving a partial response (PR). The patient experiencing a PR had an 82% reduction in FLC. This patient did not produce M protein, had received seven prior lines of treatment including radiation, stem cell transplantation and multiple triple combination treatments including one with daratumumab that was not tolerated. One patient experiencing stable disease attained a 44% reduction in M protein. In January 2019, we announced that the pooled mOS data from the first four cohorts was 22.0 months. In late 2018, we modified this study to evaluate a fractionated dosing strategy to potentially increase efficacy and decrease adverse events.

Cohort 5 and cohort 6 ~~were~~received fractionated ~~cohorts~~dosing of 31.25 mCi/m²(~62.5mCi TBD) and 37.5 mCi/m²(~ (~75mCi TBD), each administered on day 1 and on day 8. Following the determination that all prior dosing cohorts were ~~safe and~~ tolerated, we initiated a cohort 7 utilizing a 40mCi/m2 (~95mCi TBD) fractionated dose administered 20mCi/m2 (~40mCi TBD) on days 1 and day 8. Cohort 7 was the highest pre-planned dose cohort and subjects have completed the evaluation period. The study completed enrollment and the final clinical study report is expected in the ~~first~~second half of ~~2021.~~2022. Adverse events occurring in at least 25% of subjects were fatigue (26%) and cytopenias, specifically, thrombocytopenia (90%), anemia (65%), neutropenia (55%), leukopenia (61%), and lymphopenia (58%). Serious adverse events occurring in greater than 2 subjects were restricted to febrile neutropenia n=3 (9.7%).

In May 2019, we announced that the FDA granted Fast Track Designation for iopofosine in fourth line or later r/r MM. Iopofosine is ~~our small molecule radiotherapeutic PDC designed to deliver cytotoxic radiation directly and selectively to cancer cells and cancer stem cells. It is~~ currently being evaluated in our ongoing CLOVER-1 Phase 2 clinical study in patients with ~~relapsed or refractory multiple myeloma~~r/r MM and other select B-cell lymphomas. Patients in the study received up to 4, approximately 20-minute IV infusions of iopofosine over 3 months, with doses given 14 days apart in each cycle and a maximum of 2 cycles. Low dose dexamethasone 40 mg weekly (20mg in patients ≥ 75), was provided for up to 12 weeks. The planned study enrollment was up to 80 patients. Its primary endpoint was clinical benefit rate (CBR), with additional endpoints of ORR, PFS, median overall survival (OS) and other markers of efficacy. Over the course of the study the dosing regimen of iopofosine advanced from a single bolus dose to two cycles of fractionated administrations of 15 mCi/m2 per dose on days 1, 15 (cycle 1), and days 57, 71 (cycle 2). Following treatment with iopofosine, approximately 91% of patients experience a reduction in tumor marker with approximately 73% experiencing greater than 37% reduction.

In December 2021, we presented data from 11 MM patients from our ongoing Phase 2 CLOVER-1 study in a poster at the American Society of Hematology (ASH) Annual Meeting and Exposition. The MM patients were at least triple class refractory (defined as refractory to an immunomodulatory agent, proteasome inhibitor and monoclonal antibody) with data current as of the end of May 2021. Patients had a median of greater than 7 prior therapies with 50% classified as high risk. Initial results in these patients showed an ORR of 45.5%, a CBR of 72.7% and a disease control rate (DCR) of 100%. Median PFS was 3.4 months. In a subset of 5 quad/penta drug refractory patients, efficacy increased, demonstrating an ORR of 80% and CBR of 100% in this highly treatment refractory group. The most commonly observed treatment emergent adverse events were cytopenias that included Grade 3 or 4 thrombocytopenia (62.5%), anemia (62.5%), neutropenia (62.5%) and decreased white blood cell count (50%). Treatment emergent adverse events were mostly limited to bone marrow suppression in line with prior observations. No patients experienced a treatment emergent adverse event of neuropathy, arrythmia, cardiovascular event, bleeding, ocular toxicities, renal function, alterations in liver enzymes, or infusion-site reactions or adverse events.

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CLOVER 2: Phase 1 Study in r/r Pediatric Patients with select Solid tumors, Lymphomas and Malignant Brain Tumors

In December 2017, the Division of Oncology at the FDA accepted our IND and study design for the Phase 1 study of iopofosine in children and adolescents with select rare and orphan designated cancers. This study was initiated during the first quarter of 2019. In December 2017, we ~~filed~~submitted an IND application for r/r pediatric patients with select solid tumors, lymphomas and malignant brain tumors. The Phase 1 clinical study of iopofosine is an open-label, sequential-group, dose-escalation study evaluating the safety and tolerability of intravenous administration of iopofosine in children and adolescents with ~~cancers including neuroblastoma, sarcomas, lymphomas (including Hodgkin’s lymphoma)~~relapsed or refractory malignant solid tumors (neuroblastoma, Ewing’s sarcoma, osteosarcoma, rhabdomyosarcoma) and lymphoma or recurrent or refractory malignant brain ~~tumors.~~tumors for which there are no standard treatments. Secondary objectives of the study are to identify the recommended efficacious dose of iopofosine and to determine preliminary antitumor activity (treatment response) of iopofosine in children and adolescents.

In August 2020, ~~it was announced that~~based on data on four dose levels from 15mCi/m² up to 60mCi/m² ~~were deemed safe and tolerable by~~m2, an ~~independent Data Monitoring Committee and~~DMC permitted the beginning of the evaluation of the next higher dose cohort, at 75mCi/m² ~~was initiated.~~m2. The independent DMC advised, based upon the initial data, to enrich the 60 mCi/m2 dose level for patients over the age of 10 with HGG and Ewing sarcoma. Changes in various tumor parameters appeared to demonstrate initial response and tumor uptake. This includes patients with relapsed HGGs with over 5 months of PFS. In November 2020, we announced clinical data providing that iopofosine had been measured in pediatric brain tumors, confirming that systemic administration of iopofosine crosses the blood brain barrier and is delivered into tumors and that the data show disease control ~~has been exhibited~~ in heavily pretreated patients with ependymomas. In November 2021, we announced favorable data on changes in various tumor parameters in a Phase 1 study in children and adolescents with relapsed and refractory high-grade gliomas (HGGs) and soft tissue sarcomas. Pediatric HGGs are a collection of aggressive brain and central nervous system tumor subtypes (i.e. diffuse intrinsic pontine gliomas, glioblastomas, astrocytomas, ependymomas, etc.) with about 400 new pediatric cases diagnosed annually in the U.S.. Children with these tumors have a poor prognosis and limited 5-year survival. Adverse events occurring in at least 25% of subjects were fatigue, headache, nausea and vomiting (28% respectively), and cytopenias, specifically, thrombocytopenia (67%), anemia (67%), neutropenia (61%), leukopenia (56%), and lymphopenia (33%). There were no serious adverse events occurring in more than 2 subjects.

In 2018, the FDA granted ODD and RPDD for iopofosine for the treatment of neuroblastoma, rhabdomyosarcoma, Ewing’s sarcoma and osteosarcoma. ~~Should~~If iopofosine should be approved for any of these pediatric indications, the first approved RPDD would enable us to receive a priority review voucher. Priority review vouchers can be used by the sponsor to receive priority review for a future New Drug Application ~~(“NDA”)~~(NDA) or Biologic License Application ~~(“BLA”)~~(BLA) submission, which would reduce the FDA review time from 12 months to six months. Currently, these vouchers can also be transferred or sold to another entity. In December 2020, the FDA extended the Priority Review Voucher Program through September 2026 for rare pediatric diseases.

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Phase 1 Study in r/r Head and Neck Cancer

In August 2016, the University of Wisconsin Carbone Cancer Center ~~(“UWCCC”)~~(UWCCC) was awarded a five-year Specialized Programs of Research Excellence ~~(“SPORE”)~~(SPORE) grant of $12,000,000 from the ~~National Cancer Institute~~NCI and the National Institute of Dental and Craniofacial Research to improve treatments and outcomes for head and neck cancer ~~HNC,~~(HNC) patients. HNC is the sixth most common cancer across the world with approximately 56,000 new patients diagnosed every year in the U.S. As a key component of this grant, the UWCCC researchers completed testing of iopofosine in various animal HNC models and initiated the first human clinical study enrolling up to 30 patients combining iopofosine and external beam radiation treatment (EBRT) with recurrent HNC in Q4the fourth quarter of 2019. UWCCC has completed the part A portion of a safety and tolerability study of iopofosine in combination with EBRT and preliminary data suggest safety and tolerability in relapsed or refractory ~~head and neck cancer.~~HNC. The reduction in the amount or fractions (doses) of EBRT has the potential to diminish the (number and severity of) adverse events associated with EBRT. Patients with ~~head and neck cancer~~HNC typically receive approximately 60-70 Grays (Gy) of EBRT given as 2 – 3 Gy daily doses over a 6-week timeframe. Patients can experience long-term tumor control following re-irradiation in this setting; however, this approach can cause severe injury to normal tissue structures, significant adverse events and diminished quality of life. Part B of the study will further assess the safety and potential benefits of iopofosine in combination with EBRT in a cohort of up to 24 patients. Adverse events occurring in at least 25% of subjects were fatigue (46%) and cytopenias, specifically, thrombocytopenia (69%), anemia (77%), neutropenia (54%), leukopenia (69%), and lymphopenia (62%). There were no serious adverse events occurring in more than 2 subjects.

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Preclinical Pipeline

We believe our PDC platform has potential to provide targeted delivery of a diverse range of oncologic payloads, as exemplified by the product candidates listed below, that may result in improvements upon current standard of care ~~(“SOC”)~~(SOC) for the treatment of a broad range of human cancers:

●

CLR 1900 Series is an internally developed proprietary PDC program leveraging a novel small molecule cytotoxic compound as the payload. The payload inhibits mitosis (cell division) and targets a key pathway required to inhibit rapidly dividing cells that results in apoptosis. We believe that this program could produce a product candidate targeted to select solid tumors. Currently, the program is in early preclinical development and if we elect to progress any molecules further, we will select preferred candidates.

●

CLR 2000 Series is a collaborative PDC program with Avicenna Oncology, or Avicenna, that we entered into in July 2017. Avicenna is a developer of antibody drug conjugates ~~(“ADCs”)~~(ADCs). The objective of the research collaboration is to design and develop a series of PDCs utilizing Avicenna’s proprietary cytotoxic payload. Although Avicenna is a developer of ADCs, this collaboration was sought as a means to overcome many of the challenges associated with ADCs, including those associated with the targeting of specific cell surface epitopes. The CLR 2000 Series has demonstrated improved safety, efficacy and tissue distribution with the cytotoxic payload in animal models. A candidate molecule and a back-up have been selected for further advancement at a future time.

●

CLR 12120 Series is ~~a collaborative PDC program~~an alpha emitting radio-conjugate program. A collaboration with Orano Med was initiated to validate the potential of this class of PDC radio-conjugates and for the potential development of novel PDCs utilizing Orano Med’s unique alpha emitter, lead 212 conjugated to our phospholipid ~~ether; the~~ether.The companies ~~intend to evaluate~~evaluated the new PDCs in ~~up to~~ three oncology indications. The collaboration successfully met its endpoints with the in vivo animal data demonstrating that the PDC combined with an alpha emitting radioisotope resulted in significant reduction in tumor volumes in all animal models tested.

●

Expanded ongoing collaboration with biotechnology company IntoCell Inc., combining their novel linker chemistry with our validated targeting platform to create novel next generation phospholipid drug conjugate therapeutics.

●

Co-development and commercialization collaboration with LegoChemBio, a clinical stage biotechnology company to utilize their proprietary drug conjugate linker-toxin platform to further enhance our portfolio of next generation PDC therapeutics.

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Results of Operations

Research and development expense. Research and development expense consist of costs incurred in identifying, developing and testing, and manufacturing product candidates, which primarily include salaries and related expenses for personnel, cost of manufacturing materials and contract manufacturing fees paid to contract manufacturers and contract research organizations, fees paid to medical institutions for clinical studies, and costs to secure intellectual property. The Company analyzes its research and development expenses based on four categories as follows: clinical project costs, preclinical project costs, manufacturing and related costs, and general research and development costs that are not allocated to the functional project costs, including personnel costs, facility costs, related overhead costs and patent costs.

General and administrative expense. General and administrative expense consists primarily of salaries and other related costs for personnel in executive, finance and administrative functions. Other costs include insurance, costs for public company activities, investor relations, directors’ fees and professional fees for legal and accounting services.

Three Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021

Research and Development.Research and development expense for the three months ended ~~September~~June 30, ~~2021~~2022 was approximately ~~$3,937,000~~$4,499,000, compared to approximately ~~$2,684,000~~$4,628,000 for the three months ended ~~September~~June 30, ~~2020.~~2021.

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The following table is ana summary comparison of approximate ~~comparison summary of~~ research and development costs for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~September~~June 30, ~~2020:~~2021:


	Three Months Ended						Three Months Ended
	September 30,						June 30,
	2021		2020		Variance		2022		2021*		Variance
Clinical project costs	$	2,242,000	$	1,184,000	$	1,058,000	$	2,454,000	$	3,620,000	$	(1,166,000)
Manufacturing and related costs		506,000		655,000		(149,000)		1,353,000		651,000		702,000
Pre-clinical project costs		4,000		36,000		(32,000)		120,000		11,000		109,000
General research and development costs		1,185,000		809,000		376,000		572,000		346,000		226,000
	$	3,937,000	$	2,684,000	$	1,253,000	$	4,499,000	$	4,628,000	$	(129,000)

*Prior period amounts have been reclassified to conform with current period presentation.

The overall ~~increase~~decrease in research and development expense of ~~$1,253,000,~~approximately $129,000, or ~~47%~~3%, was primarily a result of ~~an increase related to~~reduced clinical project costs of approximately ~~$1,058,000. General~~$1,166,000, driven by the timing of the activities related to our pivotal trial, which were partially offset by an increase in manufacturing and related costs related to production sourcing, general research and development costs ~~increased~~ due to an increase in personnel, ~~slightly offset by a decrease in manufacturing and related costs~~ and pre-clinical project costs.

General and administrative. General and administrative expense for the three months ended ~~September~~June 30, ~~2021~~2022 was approximately ~~$1,882,000,~~$2,937,000, compared to approximately ~~$1,226,000.~~$1,401,000 for the same period in 2021. The overall increase in general and administrative expense of ~~$656,000,~~$1,536,000, or ~~54%~~110%, was primarily ~~a result of an increase in~~driven by increased professional fees and personnel costs, including stock-based compensation ~~expense.~~expense and travel.

~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021

Research and Development.Research and development expense for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was approximately ~~$13,198,000~~$8,385,000, compared to approximately ~~$7,766,000~~$9,261,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021.

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The following table is ana summary comparison of approximate ~~comparison summary of~~ research and development costs for the ~~nine~~three months ended ~~September~~June 30, ~~2021~~2022 and ~~September~~June 30, ~~2020:~~2021:


	Six Months Ended
	June 30,
	2022		2021*		Variance
Clinical project costs	$	3,916,000	$	7,291,000	$	(3,375,000)
Manufacturing and related costs		2,268,000		1,157,000		1,111,000
Pre-clinical project costs		180,000		19,000		161,000
General research and development costs		2,022,000		794,000		1,228,000
	$	8,386,000	$	9,261,000	$	(875,000)

Nine Months Ended

September 30,


2021

2020

Variance

Clinical project costs

$
8,237,000
��
$
3,066,000

$
5,171,000
Manufacturing and related costs

1,664,000

1,918,000

(254,000)
Pre-clinical project costs

9,000

193,000

(184,000)
General research and development costs

3,288,000

2,589,000

699,000

$
13,198,000

$
7,766,000

$
5,432,000

*Prior period amounts have been reclassified to conform with current period presentation.

The overall ~~increase~~decrease in research and development expense of ~~$5,432,000,~~approximately $875,000, or ~~70%~~9%, was primarily a result of ~~an increase related to start-up costs for our WM pivotal study and~~reduced clinical project costs of approximately ~~$5,171,000~~$3,375,000, driven by the timing of the activities related to our pivotal trial, which were partially offset by an increase in manufacturing and related costs related to production sourcing, general research and development costs ~~of approximately $699,000 offset by a decrease~~due to an increase in ~~manufacturing~~personnel, and ~~related~~pre-clinical project costs.

General and administrative. General and administrative expense for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was approximately ~~$5,010,000,~~$5,190,000, compared to approximately ~~$3,725,000.~~$3,127,000 for the same period in 2021. The overall increase in general and administrative expense of ~~$1,285,000,~~$2,828,000, or ~~34%~~66%, was primarily ~~a result of an increase in~~driven by increased professional fees and ~~insurance,~~ personnel costs, ~~and~~including stock-based compensation ~~expense.~~expense and travel.

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Liquidity and Capital Resources

As of ~~September~~June 30, ~~2021,~~2022, we had cash and cash equivalents of approximately ~~$40,345,000~~$24,806,000, compared to ~~$57,165,000~~approximately $35,704,000 as of December 31, ~~2020.~~2021. This decrease was due ~~primarily a result of~~to our ongoing investment in clinical trials and pre-clinical research and development, ~~expense~~ and general and administrative expenses. Net cash used in operating activities during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was approximately ~~$18,058,000.~~$10,797,000.

Our cash requirements have historically been for our research and development activities, finance and administrative costs, capital expenditures and overall working capital. We have experienced negative operating cash flows since inception and have funded our operations primarily from sales of common stock and other securities. As of ~~September~~June 30, ~~2021,~~2022, we had an accumulated deficit of approximately ~~$144,980,000.~~$164,473, 000.

We believe that ~~the~~our cash balance is adequate to fund our basic budgeted operations ~~for at least 12 months from~~into the ~~filing~~third quarter of ~~these financial statements.~~2023. However, our future results of operations involve significant risks and uncertainties. Our ability to execute our operating plan beyond that time depends on our ability to obtain additional funding via the sale of equity and/or debt securities, a strategic transaction or otherwise. We plan to actively pursue all available financing alternatives; however, there can be no assurance that we will obtain the necessary funding. Other than the uncertainties regarding our ability to obtain additional funding, there are currently no known trends, demands, commitments, events or uncertainties that are likely to materially affect our liquidity.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Based on ~~our~~ management’s evaluation (with the participation of our principal executive officer and principal financial officer), as of ~~September~~June 30, ~~2021,~~2022, our management has concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in internal control over financial reporting. Based on ~~our~~ management’s evaluation (with the participation of our principal executive officer and principal financial officer), as of ~~September~~June 30, ~~2021,~~2022, our management has concluded that there have not been any significant changes in the Company’s internal control over financial reporting.

The Chief Executive Officer and the Audit Committee perform significant roles in ensuring the accuracy and completeness of our financial reporting and the effectiveness of our disclosure controls and procedures. We have not identified any changes that occurred

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during the Company’s fiscal quarter ended ~~September~~June 30, ~~2021~~2022 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Important Considerations. Any system of controls, however well designed and operated, can provide only reasonable, and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part on certain assumptions about the likelihood of future events. The effectiveness of our disclosure controls and procedures is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Because of these and other inherent limitations of control systems, there can be no assurance that any system of disclosure controls and procedures will be successful in achieving its stated goals, including but not limited to preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management, under all potential future conditions, regardless of how remote.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On October 15, 2021, the Company filed a lawsuit against Dr. Jamey Weichert, a former director and executive officer of the Company (“Dr. Weichert”) and Dr. Anatoly Pinchuk, a former employee and consultant of the Company (“Dr. Pinchuk”) in the U.S. District Court for the Western District of Wisconsin. The Company is alleging, among other claims, that Dr. Weichert and Dr. Pinchuk breached their contractual and fiduciary duties to the Company by diverting intellectual property that rightfully belonged to the Company to a company controlled by Dr. Weichert. Although the disputed intellectual property does not directly affect the clinical studies of iopofosine or other compounds in the Company’s clinical pipeline, the disputed intellectual property may potentially enhance future areas of research, development and commercialization. The Company is seeking monetary damages, injunctive relief, and reasonable attorneys’ fees and expenses in conjunction with this lawsuit.

Item 1A. Risk Factors

Other factors that could materially adversely affect our business and our equity securities are described in the Risk Factors previously disclosed in Form 10-K, our Annual Report filed with the SEC on March ~~2, 2021~~21, 2022 pursuant to Section 13 or 15(d) of the Exchange Act (the ~~“2020~~“2021 10-K”). This information should be considered carefully, together with other information in this report and other reports and materials we file with the SEC. ~~In addition, the following risk factor included substantive changes from those disclosed in the 2020 10-K:~~

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Default Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

If we are unable to adequately protect or enforce our rights to intellectual property or to secure rights to third-party patents, we may lose valuable rights, experience reduced market share, assuming any, or incur costly litigation to protect our intellectual property rights.

Our ability to obtain licenses to patents, maintain trade-secret protection, and operate without infringing the proprietary rights of others will be important to commercializing any products under development. Therefore, any disruption in access to the technology could substantially delay the development of our technology.

We require our employees and consultants to execute appropriate confidentiality and assignment-of-inventions agreements. However, such employees and consultants may not always comply with these agreements and enforcing them can be expensive and uncertain. For example, on October 15, 2021, we filed a lawsuit against Dr. Jamey Weichert, a former director and executive officer of the Company and Dr. Anatoly Pinchuk, a former employee and consultant of the Company, alleging breach of their contractual and fiduciary duties by diverting intellectual property that rightfully belongs to the Company. If our employees and consultants fail to comply with their obligations, we may be unable to meaningfully protect our rights in our patentable technology.

The patent positions of biotechnology and pharmaceutical companies, such as ours, for products that involve licensing agreements are frequently uncertain and involve complex legal and factual questions. In addition, the coverage claimed in a patent application can be significantly reduced before the patent is issued or in subsequent legal proceedings. Consequently, our patent applications and any issued and licensed patents may not provide protection against competitive technologies or may be held invalid if challenged or circumvented. To the extent we license patents from third parties, the early termination of any such license agreement would result in the loss of our rights to use the covered patents, which could severely delay, inhibit or eliminate our ability to develop and commercialize compounds based on the licensed patents. Our competitors may also independently develop products similar to ours or

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~~design around or otherwise circumvent patents issued or licensed to us. In addition, the laws of some foreign countries may not protect our proprietary rights to the same extent as U.S. law.~~

We also rely on trade secrets, technical know-how and continuing technological innovation to develop and maintain our competitive position. Although we generally require our employees, consultants, advisors and collaborators to execute appropriate confidentiality and assignment-of-inventions agreements, our competitors may independently develop substantially equivalent proprietary information and techniques, reverse engineer our information and techniques, or otherwise gain access to our proprietary technology. We may be unable to meaningfully protect our rights in trade secrets, technical know-how and other nonpatented technology.

~~Enacted and future legislation may increase the difficulty and cost for us to commercialize our product candidates and may affect the prices we may set.~~

In the United States, particularly over the past few years, a number of legislative and regulatory proposals have been introduced in an attempt to lower drug prices. These include proposals that would allow the U.S. government to negotiate prices for drugs covered under Medicare and to limit drug reimbursement in Medicare and/or the commercial market based on reference prices. For example, in late 2019, a drug-pricing bill, H.R. 3, passed the House of Representatives, which would, among other things, enable direct price negotiations by the federal government on certain drugs (with the maximum price paid by Medicare capped by prices derived from an international index), includes a penalty for failing to reach agreement with the government and requires that manufacturers offer these negotiated prices to other payers. On November 2, 2021, Congress announced a framework for drug pricing reform that includes inflation penalties, Medicare negotiation for select drugs paid for under Parts B and D, and a Medicare Part D redesign. As of the date of this filing, this framework remains in discussion with policymakers in Congress and the Administration. We expect that additional U.S. federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that the U.S. federal government will pay for healthcare products and services, which could result in reduced demand for our product candidates or additional pricing pressures.

Item 6. Exhibits

~~Incorporation by Reference~~

~~Exhibit~~
~~No.~~

~~Description~~

~~Filed with~~
~~this~~
~~Form 10-Q~~

~~Form~~

~~Filing Date~~

~~Exhibit~~
~~No.~~


			Incorporation by Reference
Exhibit No.	Description	Filedwith this Form 10-Q	Form	Filing Date	Exhibit No.

3.1	Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Cellectar Biosciences, Inc.		8-K	July 21, 2022	3.1

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X

101	Interactive Data Files	X

104	Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).	X

31.1*

~~Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

31.2*

~~Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

32.1*

~~Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

~~101~~

~~Interactive Data Files~~

~~104~~

~~Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).~~

*	~~Filed herewith.~~

2728

Table of Contents

SIGNATURES

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 thereunto duly authorized.

	CELLECTAR BIOSCIENCES, INC.

Date: ~~November 8, 2021~~August 5, 2022	By:	/s/ James V. Caruso
		James V. Caruso
		President and Chief Executive Officer

2829


		Weighted
		Average
		Grant Date		Total Grant
	Number of	Fair Value		Date Fair
	Shares	Per Share		Value
Outstanding at December 31, 2019	9,334	$	21.00	$	196,000
Vested	(9,334)	$	21.00	$	(196,000)
Outstanding at December 31, 2020	0	$	0	$	0