Cellectar Biosciences (CLRB) risk factors, FY2025 10-K

Risks Related to Capital and Our Operations

1. 01We will require additional capital in order to continue our operations and may have difficulty raising additional capital
2. 02Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited

Risks Related to Manufacturing and Supply

1. 03We rely on a collaborative outsourced business model, and disruptions with our third-party collaborators may impede our ability to gain marketing approval from the FDA, the European Commission (based on recommendation from the EMA), or other regulatory authorities and delay or impair commercialization of any products26% rewritten
2. 04We have engaged AtomVie and SpectronRx as sources to supply drug product for our ongoing research and clinical studiesNew

Risks Related to Research, Development and Regulatory Approval of Our Product Candidates

1. 05If we are unsuccessful in dealing with any of these risks, or if we are unable to successfully advance the development of our cancer-targeting and delivery technologies for some other reason, our business, prospects, financial condition and results of operations may be adversely affected
2. 06Failure to complete the development of our technologies, obtain government approvals, including required FDA approvals, or comply with ongoing governmental regulations could prevent, delay or limit introduction or sale of proposed products and result in failure to achieve revenues or maintain our ongoing business
3. 07The timeframe necessary to achieve these developmental milestones may be long and uncertain, and we may not successfully complete these milestones for any of our intended products in development78% rewritten
4. 08and maintain required registrations or to comply with any applicable regulations could further delay or preclude development and commercialization of our drugs and subject us to enforcement actionNew
5. 09We may seek Breakthrough Therapy designation by the FDA for one or more of our product candidates, which we may not receive. Such designation may not lead to a faster development or regulatory review or approval process and does not increase the likelihood that our product candidates will receive marketing approvalNew
6. 10Fast track designation by the FDA may not actually lead to a faster development or regulatory review or approval process and does not assure FDA approval of our product candidates
7. 11The FDA has granted rare pediatric disease designation, RPDD, to iopofosine for treatment of neuroblastoma, rhabdomyosarcoma, Ewing’s sarcoma and osteosarcoma; however, we may not be able to realize any value from such designation
8. 12Clinical studies involve a lengthy and expensive process with an uncertain outcome, and results of earlier studies may not be predictive of future study results
9. 13Our clinical studies may not demonstrate sufficient levels of efficacy necessary to obtain the requisite regulatory approvals for our drugs, and our proposed drugs may not be approved for marketing
10. 14We may be required to suspend or discontinue clinical studies because of unexpected side effects or other safety risks that could preclude approval of our product candidates
11. 15The biopharmaceutical industry is subject to extensive regulatory obligations and policies that are subject to change, including to judicial challenges56% rewritten

Risks Related to Legal Compliance and Litigation

1. 16Controls we or our third-party collaborators have in place to ensure compliance with all applicable laws and regulations may not be effective
2. 17We are exposed to product, clinical and preclinical liability risks that could create a substantial financial burden should we be sued

Risks Related to Intellectual Property

1. 18We expect to rely on our patents as well as specialized regulatory designations such as orphan drug classification for our product candidates, but regulatory drug designations may not confer marketing exclusivity or other expected commercial benefits
2. 19We may face litigation from third parties claiming our products infringe on their intellectual property rights, particularly because there is often substantial uncertainty about the validity and breadth of medical patents
3. 20If 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

Risks Related to Our Employees

1. 21We rely on a small number of key personnel who may terminate their employment with us at any time, and our success will depend on our ability to hire additional qualified personnel
2. 22Confidentiality agreements with employees and others may not adequately prevent disclosure of our trade secrets and other proprietary information and may not adequately protect our intellectual property, which could limit our ability to compete
3. 23We may be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets of their current or former employers

Risks Related to Commercialization of our Products

1. 24Acceptance of our products in the marketplace is uncertain and failure to achieve market acceptance will prevent or delay our ability to generate revenues
2. 25If any of our third-party contractors fail to perform their responsibilities to comply with FDA rules and regulations, the marketing and sales of our products could be delayed and we may be subject to enforcement action, which could decrease our revenues
3. 26If manufacturers obtain approval for generic versions of our products, once approved, or of products with which we compete, our business may be harmed
4. 27Discovery of unforeseen safety problems or increased focus on a known problem with respect to our products, once approved, could impact our ability to commercialize our products and could result in restrictions on its permissible uses, including withdrawal of the medicine from the market
5. 28Any of these events could prevent us from achieving or maintaining market acceptance of our products, once approved and could substantially increase our operating costs and expenses, which in turn could delay or prevent us from generating significant revenue from sale of any products for which we obtain approval
6. 29The market for our proposed products is rapidly changing and competitive, and new therapeutics, drugs and treatments that may be developed by others could impair our ability to develop our business or become competitive
7. 30As a result of continued changes in marketing, sales and distribution, we may be unsuccessful in our efforts to sell our proposed products, develop a direct sales organization, or enter into relationships with third parties78% rewritten
8. 31If we choose to enter into agreements with third parties to sell our proposed products, we may be unable to establish or maintain third-party relationships on a commercially reasonable basis, if at all. In addition, these third parties may have similar or more established relationships with our competitors
9. 32If we are unable to convince physicians of the benefits of our intended products, we may incur delays or additional expense in our attempt to establish market acceptance
10. 33If our products are unable to obtain adequate reimbursement from third-party payors, or if additional healthcare reform measures are adopted, it could hinder or prevent the commercial success of our product candidates
11. 34Enacted and future legislation may increase the difficulty and cost for us to commercialize our product candidates and may affect the prices we may set
12. 35Regulatory legislative reform measures may have a material adverse effect on our businessNew

Risks Related to Internal Controls

1. 36We identified certain misstatements to our previously issued financial statements and have restated the financial statements described below, which has exposed us to additional risks and uncertainties100% rewritten

Risks Related to Our Equity Securities

1. 37Failure to meet Nasdaq’s continued listing requirements could result in the delisting of our common stock, negatively impact the price of our common stock and negatively impact our ability to raise additional capital63% rewritten
2. 38days, from June 24, 2025 to July 8, 2025, the closing bid price of our common stock was at $1.00 per share or greater. There is no assurance we will maintain compliance with Nasdaq continued listing requirementsNew
3. 39Our stock price has experienced, and may continue to experience, price fluctuations
4. 40Our common stock could be further diluted as the result of the issuance of additional shares of common stock, convertible securities, warrants or options
5. 41Provisions of our certificate of incorporation, by-laws, and Delaware law may make an acquisition of us or a change in our management more difficult
6. 42Conflicts, military actions, terrorist attacks, natural disasters. public health crises, including the occurrence of a contagious disease or illness, cyber-attacks and general instability could adversely affect our business
7. 43War, terrorism, other acts of violence, or natural or manmade disasters may affect the markets in which we operate, our patients and resources required in our research and development activities
8. 44Our business and operations may be materially adversely affected in the event of computer system failures or security breaches
9. 45Failure to meet investor and stakeholder expectations regarding environmental, social and corporate governance, or “ESG” matters may damage our reputation