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Rumble Inc. (RUM) Sitting On The Launch Pad, Waiting For Long Term Investors
Miguel Garrison
January 13, 2023
Business
Rumble Inc. (NASDAQ:RUM) price on Thursday, January 12, fall -4.66% below its previous day’s close as a downside momentum from buyers pushed the stock’s value to $9.00.
A look at the stock’s price movement, the close in the last trading session was $9.44, moving within a range at $8.50 and $9.5804. Turning to its 52-week performance, $18.52 and $5.81 were the 52-week high and 52-week low respectively. Overall, RUM moved 12.92% over the past month.
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Rumble Inc.’s market cap currently stands at around $3.09 billion. Analysts project the company’s earnings per share (EPS) to be -$0.01, which has seen fiscal year 2022 EPS growth forecast to increase to -$0.06 and about -$0.17 for fiscal year 2023.
Analysts have a consensus estimate of $4.4 million for the company’s revenue for the quarter, with a low and high estimate of $5.23 million and $5.23 million respectively.
Revisions could be used as tool to get short term price movement insight, and for the company that in the past seven days was no upward and no downward review(s). Turning to the stock’s technical picture we see that short term indicators suggest on average that RUM is a 50% Sell. On the other hand, the stock is on average a 50% Sell as suggested by medium term indicators while long term indicators are putting the stock in 100% Sell category.
2 analyst(s) have given their forecast ratings for the stock on a scale of 1.00-5.00 for a strong buy to strong sell recommendation. A total of 1 analyst(s) rate the stock as a Hold, 1 recommend RUM as a Buy and 0 give it an Overweight rating. Meanwhile, 0 analyst(s) rate the stock as Underweight and 0 say it is a Sell. As such, the average rating for the stock is Overweight which could provide an opportunity for investors keen on increasing their holdings of the company’s stock.
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RUM’s current price about 26.43% and -0.31% off the 20-day and 50-day simple moving averages respectively. The Relative Strength Index (RSI, 14) currently prints 60.02, while 7-day volatility ratio is 12.38% and 8.52% in the 30-day chart. Further, Rumble Inc. (RUM) has a beta value of 0, and an average true range (ATR) of 0.74. Analysts have given the company’s stock an average 52-week price target of $15.00, forecast between a low of $15.00 and high of $15.00. Looking at the price targets, the low is -66.67% off current price level while to achieve the yearly target high, price needs to move -66.67%. Nonetheless, investors will most likely welcome a -66.67% jump to $15.00 which is the analysts’ median price.
In the market, a comparison of Rumble Inc. (RUM) and its peers suggest the former has performed considerably weaker. Data shows RUM’s intraday price has changed -4.66% in last session and -25.93% over the past year. Elsewhere, the overall performance for the S&P 500 and Dow Jones Industrial shows that the indexes are up 0.34% and 0.64% respectively in the last trading.
If we refocus on Rumble Inc. (NASDAQ:RUM), historical trading data shows that trading volumes averaged 1.33 million over the past 10 days and 2.11 million over the past 3 months. The company’s latest data on shares outstanding shows there are 384.91 million shares.
The 6.00% of Rumble Inc.’s shares are in the hands of company insiders while institutional holders own 5.70% of the company’s sh? ares. Also important is the data on short interest which shows that short shares stood at 2.66 million on Oct 13, 2022, giving us a short ratio of 0.69. The data shows that as of Oct 13, 2022 short interest in Rumble Inc. (RUM) stood at 0.95% of shares outstanding. Current price change has pushed the stock 51.26% YTD, which shows the potential for further growth is there. It is this reason that could see investor optimism for the RUM stock continues to rise going into the next quarter.
NASDAQ:RUM,
Bob Menery Launches Live Show Exclusively on Rumble from the Super Bowl
Source: GlobeNewswire Inc.?
Rumble, the video-sharing platform (NASDAQ: RUM), announced that sportscaster and internet personality Bob Menery will launch a new live show exclusively on Rumble, beginning with live Super Bowl Launch Shows on February 9th at 2 p.m. PT / 5 p.m. ET and February 12th at 10 a.m. PT / 1 p.m. ET.
Menery became an overnight internet sensation in 2017, when he went viral for showcasing his golden “broadcaster” voice. He quickly developed a large following for his comedic play-by-play parodies on Instagram, where he currently has 3.3 million followers. His online popularity led to hosting several successful podcasts, such as the Full Send Podcast from 2021-2022, and currently, Ripper Magoo.
“The Bob Menery Show” will focus on sports and will be livestreamed exclusively on Rumble twice a week. It will also be available on Rumble’s subscription platform, Locals. Menery’s live Super Bowl Launch Shows will include celebrity guests who will be announced in the coming weeks.
“Having the opportunity to be a first mover in the sports vertical on Rumble is something I couldn’t pass up,” said Menery. “I’m super excited and look forward to building a show that will focus on much-needed sports content on Rumble.”
“Bob Menery is one of the most recognizable voices in the podcasting world today,” said Rumble Chairman and CEO Chris Pavlovski. “We are thrilled to provide the platform where he can continue to grow his audience, opening the door for more sports-related content on Rumble.”
You can subscribe to Bob Menery’s Rumble page at https://rumble.com/BobMenery
You can subscribe to Bob Menery’s Locals community at https://bobmenery.locals.com
ABOUT RUMBLE
Rumble is a high-growth neutral video platform that is creating the rails and independent infrastructure designed to be immune to cancel culture. Rumble’s mission is to restore the Internet to its roots by making it free and open once again. For more information, visit:
https://corp.rumble.com
contact: press@rumble.com
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Cleveland-Cliffs jumps to five-month high after Morgan Stanley upgrade
Jan. 12, 2023 11:24 AM ETCleveland-Cliffs Inc. (CLF)By: Carl Surran, SA News Editor14 Comments
lyash01/iStock via Getty Images
Cleveland-Cliffs (NYSE:CLF) +4.4% in Thursday's trading after Morgan Stanley upgraded shares to Overweight from Equal Weight with a $26 price target, raised from $13.60, citing sequentially higher annual fixed price contracts, which should allow it to cope with lower forecast spot steel prices and generate strong free cash flow yields in the coming years.
Morgan Stanley analyst Carlos de Alba also believes consensus estimates do not fully reflect announced increases in annual fixed price contracts, which should lead to positive 2023 earnings revisions and result in further tailwinds for the stock.
The analyst said a near-term catalyst for Cleveland-Cliffs (CLF) should be the Q4 earnings release, which should provide further clarity and greater confidence to the market as "historically the company provides guidance for their expected average selling price for the year."
Cleveland-Cliffs' (CLF) "turnaround continues to result in rapid debt reduction and a low-risk, low-carbon domestic steel supply chain, with products going high up the value chain," Leo Nelissen writes in an analysis posted recently on Seeking Alpha.
Bob Menery Launches Live Show Exclusively on Rumble from the Super Bowl
Source: GlobeNewswire Inc.?
Rumble, the video-sharing platform (NASDAQ: RUM), announced that sportscaster and internet personality Bob Menery will launch a new live show exclusively on Rumble, beginning with live Super Bowl Launch Shows on February 9th at 2 p.m. PT / 5 p.m. ET and February 12th at 10 a.m. PT / 1 p.m. ET.
Menery became an overnight internet sensation in 2017, when he went viral for showcasing his golden “broadcaster” voice. He quickly developed a large following for his comedic play-by-play parodies on Instagram, where he currently has 3.3 million followers. His online popularity led to hosting several successful podcasts, such as the Full Send Podcast from 2021-2022, and currently, Ripper Magoo.
“The Bob Menery Show” will focus on sports and will be livestreamed exclusively on Rumble twice a week. It will also be available on Rumble’s subscription platform, Locals. Menery’s live Super Bowl Launch Shows will include celebrity guests who will be announced in the coming weeks.
“Having the opportunity to be a first mover in the sports vertical on Rumble is something I couldn’t pass up,” said Menery. “I’m super excited and look forward to building a show that will focus on much-needed sports content on Rumble.”
“Bob Menery is one of the most recognizable voices in the podcasting world today,” said Rumble Chairman and CEO Chris Pavlovski. “We are thrilled to provide the platform where he can continue to grow his audience, opening the door for more sports-related content on Rumble.”
You can subscribe to Bob Menery’s Rumble page at https://rumble.com/BobMenery
You can subscribe to Bob Menery’s Locals community at https://bobmenery.locals.com
ABOUT RUMBLE
Rumble is a high-growth neutral video platform that is creating the rails and independent infrastructure designed to be immune to cancel culture. Rumble’s mission is to restore the Internet to its roots by making it free and open once again. For more information, visit:
https://corp.rumble.com
contact: press@rumble.com
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Rekieta Law Joins Rumble Exclusives
Source: GlobeNewswire Inc.?
Rumble, the video-sharing platform (NASDAQ: RUM) announced that lawyer and popular online streamer Nick Rekieta, the host of “Rekieta Law,” will distribute his full livestream weekdays exclusively on Rumble.
Minnesota lawyer Nick Rekieta rose to popularity for his coverage of the Kyle Rittenhouse trial and other current events. The show provides an informative and comedic analysis of interesting legal cases, making them easier for anyone to understand. His most popular YouTube video, covering the Johnny Depp and Amber Heard trial, has garnered over 2 million views.
"I'm excited to work with Rumble, where free speech and expression still exist on the internet," said Nick Rekieta.
“We are excited to add Nick Rekieta to our growing community of legal livestreamers on Rumble and Locals,” said Rumble Chairman and CEO Chris Pavlovski. “Rekieta is popular for his entertaining and insightful commentary, and we are proud to serve as the platform where is free to be himself.”
You can find Rekieta Law’s Rumble channel here: https://rumble.com/c/RekietaLaw
You can find Rekieta Law’s Locals community here: https://rekietalaw.locals.com/
ABOUT RUMBLE
Rumble is a high-growth neutral video platform that is creating the rails and independent infrastructure designed to be immune to cancel culture. Rumble’s mission is to restore the Internet to its roots by making it free and open once again. For more information, visit https://corp.rumble.com
contact: press@rumble.com
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Donald Trump Jr. Launches New Show “Triggered With Don Jr.” on Rumble
Source: GlobeNewswire Inc.?
Rumble, the video-sharing platform (NASDAQ; RUM), announced today that Donald Trump Jr. will launch his new show, “Triggered With Don Jr.,” the week of January 23rd exclusively on Rumble.
The highly successful businessman, bestselling author and political commentator brings his unique brand to “Triggered With Don Jr.,” which will be released twice a week. The show will stream live exclusively on Rumble and will be available on Locals, Rumble’s subscription platform, where following each episode, Don Jr. will take live questions from viewers.
Donald Trump Jr. said, “As a big believer in free speech and diversity of thought, I couldn’t be more thrilled to partner with a company that shares those values to launch my new Podcast – ‘Triggered With Don Jr.’ While other Big Tech companies are focused on censoring dissent, Rumble is building a platform that welcomes it, which is why so many content creators - all over the political spectrum - are now joining them. What Chris and his team at Rumble have built is truly special and I’m excited for the opportunity to help them grow even more in the coming years.”
"Over the past several years, Rumble has focused on building a roster of diverse voices with big followings on our platform, and we have quickly grown into one of the premier video platforms,” said Rumble Chairman and CEO Chris Pavlovski. “Signing Don Jr. to an exclusive video livestream and podcasting deal will help us continue that growth. Not only is Don a gigantic brand name, but he has an incredibly passionate fanbase that loves consuming his content. We believe he is a perfect fit for what we're building here at Rumble.”
You can find Don Jr.’s Rumble channel at https://rumble.com/DonaldJTrumpJr
You can find Don Jr.’s Locals community at https://triggered.locals.com
About Rumble
Rumble is a high-growth neutral video platform that is creating the rails and independent infrastructure designed to be immune to cancel culture. Rumble's mission is to restore the Internet to its roots by making it free and open once again. For more information, visit corp.rumble.com.
contact: press@rumble.com
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Glenn Greenwald Begins Publishing Articles Exclusively on Locals, Rumble’s Subscription Platform
Source: GlobeNewswire Inc.?
Rumble, the video sharing platform (NASDAQ: RUM) announced that Glenn Greenwald will publish his new written reporting and political commentary on its subscription-based community platform, Locals. Greenwald, who writes one of the five most-read newsletters on Substack, will now publish his long-form written journalism and bonus video content on Locals. In addition, Greenwald recently launched a new show, “System Update,” exclusive to Rumble, streaming daily at 7 p.m. ET.
“I am excited to move my long-form writing exclusively to Locals,” said Greenwald. “Locals and Rumble will be the new home for my content, and I look forward to the continued growth of my audience on their platforms as they fight to maintain independence for journalists and other content creators.”
Locals recently announced its new feature that enables content creators to publish written articles on the platform. Locals has established itself as a subscription service for video content creators through its video hosting and live streaming offering. The addition of articles allows content creators to capture their full library of work on the platform.
“We build everything at Locals with creators in mind,” said Assaf Lev, President of Locals. “More creators are using a variety of media for their work, and we want Locals to be a full-stack solution for journalists and commentators like Glenn who have written and now, video, content.”
Following each live show on Rumble, Glenn hosts a live Q&A in his Locals community to engage with his audience.
You can find Glenn’s Locals community here: https://greenwald.locals.com/
You can find Glenn’s Rumble channel here: https://rumble.com/GGreenwald
ABOUT RUMBLE
Rumble is a high-growth neutral video platform that is creating the rails and independent infrastructure designed to be immune to cancel culture. Rumble’s mission is to restore the Internet to its roots by making it free and open once again. For more information, visit: https://corp.rumble.com
contact: press@rumble.com
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Rumble Adds “The Rubin Report” to Rumble Exclusives
Source: GlobeNewswire Inc.?
Rumble, the video-sharing platform (NASDAQ: RUM) announced that Dave Rubin, the host of “The Rubin Report,” will join Rumble Exclusives.
Already a top 25 news podcast, “The Rubin Report” podcast continues to increase its audience every year, now surpassing 1.3 million followers on Twitter and 1.8 million subscribers on YouTube, while exceeding 13 million monthly views.
“The Rubin Report” will stream Monday to Friday at 11:00 a.m. Eastern Time on Rumble. Following each livestream, Rubin will continue with an after-show exclusively for subscribers on Locals.
“I’m beyond thrilled to be furthering my partnership with both Rumble and Locals,” said Rubin. “We are truly building the infrastructure for a free and open internet, which is something that all of us, regardless of political ideology should want,” he continued. “Your ability to think and say what you want is the most fundamental human concept, and the days of big tech silencing us for doing just that are coming to an end.”
“Dave is one of the true pioneers, when it comes to the concept of creative independence with his co-founding of Locals.com,” said Rumble Chairman and CEO Chris Pavlovski. “So it is beyond fitting that ‘The Rubin Report’ joins our Rumble Exclusive lineup, where we challenge corporate media by empowering our hosts to share real, authentic, and most importantly, independent perspectives on daily events,” Pavlovski added.
You can subscribe to Dave’s Rumble page at https://rumble.com/RubinReport
You can subscribe to Dave’s Locals community at https://rubinreport.locals.com/
ABOUT RUMBLE
Rumble is a high-growth neutral video platform that is creating the rails and independent infrastructure designed to be immune to cancel culture. Rumble’s mission is to restore the Internet to its roots by making it free and open once again. For more information, visit:
https://corp.rumble.com
contact: press@rumble.com
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Journalist Kim Iversen Joins Rumble Exclusives at 6PM ET Every Weekday
Source: GlobeNewswire Inc.?
Rumble, the video-sharing platform (NASDAQ; RUM) announced that journalist Kim Iversen will livestream a new version of her show exclusively on Rumble every weekday at 6 p.m. Eastern Time.
After she joined The Hill’s Rising webcast in 2021, Iversen rose to popularity for her honesty, journalistic integrity and open criticism of the COVID-19 pandemic response. Her report on natural immunity in August 2021 is one of The Hill’s most popular YouTube videos, with over 2 million views.
“The Kim Iversen Show” on Rumble will provide uncensored, independent critical analysis of current politics. The show will stream weekdays at 6:00 p.m. Eastern Time only on Rumble. Following each livestream, Iversen will continue with an after-show exclusively for subscribers on Locals.
“By being on Rumble I’m finally able to cover the stories I’ve been wanting to cover,” said Iversen. “I’m thrilled I no longer have to worry about being censored simply for telling the truth.”
“We are excited to empower Kim to grow her audience on Rumble and Locals,” said Rumble Chairman and CEO Chris Pavlovski. “She is known for her honesty and courage, and we are proud to provide her with the creative independence she deserves to provide a great product for her fans.”
You can subscribe to Kim’s Rumble page at https://rumble.com/KimIversen
You can subscribe to Kim’s Locals community at https://kimiversen.locals.com/
ABOUT RUMBLE
Rumble is a high-growth neutral video platform that is creating the rails and independent infrastructure designed to be immune to cancel culture. Rumble’s mission is to restore the Internet to its roots by making it free and open once again. For more information, visit: https://corp.rumble.com
contact: press@rumble.com
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Donald Trump Jr. signs podcast deal with Rumble
I found this article on MxM News--a new app without media bias or censorship.
https://mxmnews.page.link/mtSwGdCextjx8Mpx8
GlobeNewswire
Rumble Announces Partnership with Power Slap
Source: GlobeNewswire Inc.?
Rumble, the video-sharing platform (NASDAQ: RUM) today announced a partnership with Power Slap, the world’s premier slap fighting organization, The partnership will include an all-new exclusive show on Rumble focused on the sport and featuring Dana White, along with Power Slap starting a new Rumble channel and Locals’ community.
“Rumble is an incredible platform and we couldn’t be more excited to be the first sports league to join. Tune in to the Power Slap page because you’re not going to want to miss this,” said Dana White, founder of Power Slap.
Frank Lamicella, President of Power Slap, echoed Dana White, continuing “Rumble gives us another massive outlet to educate fans around the world about this new sport, connect fans to our athletes, and distribute compelling content.”
This partnership with Power Slap is exactly the type of strategic investment that helps us grow and diversify our content library,” said Rumble Chairman and CEO Chris Pavlovski. “When Dana is excited about something like Power Slap, we listen,” Pavlovski continued. “He is a proven visionary in this space, and we can’t wait to be a part of this amazing journey with Power Slap.”
You can subscribe to Power Slap’s Rumble page at rumble.com/powerslap.
You can subscribe to Power Slap’s Locals community at powerslap.locals.com.
ABOUT RUMBLE
Rumble is a high-growth neutral video platform that is creating the rails and independent infrastructure designed to be immune to cancel culture. Rumble’s mission is to restore the Internet to its roots by making it free and open once again. For more information, visit: https://corp.rumble.com
ABOUT POWER SLAP
Power Slap is the world’s premier slap fighting promotion, regulated and sanctioned by the Nevada State Athletic Commission. Power Slap was created in 2022 by Dana White, Lorenzo Fertitta and Craig Piligian, in partnership with Ultimate Fighting Championship and Endeavor and produced by Pilgrim Media Group. Power Slap: Road to the Title, premieres on Wednesday, January 11, 2023, at 10:00 P.M. ET/PT on TBS in the United States. More information on Power Slap can be found at www.powerslap.com.
Contact: press@rumble.com
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Everything else going up.
Finally unloaded this garbage. Needed the write off.
Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
Source: Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-268554
PROSPECTUS
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7,027,043 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF OUTSTANDING WARRANTS
We are not selling any shares of our common stock under this prospectus and will not receive any proceeds from the sale of shares by the selling stockholders. This prospectus relates to the resale of up to 7,027,043 shares of our common stock, par value $0.00001 per share, (the “Common Stock”) including:
·5,151,098 shares of Common Stock issuable upon the exercise of outstanding common warrants (the “Common Warrants”) to purchase Common Stock; and
·1,875,945 shares of Common Stock issuable upon the exercise of outstanding pre-funded warrants (the “Pre-Funded Warrants,” and together with the Common Warrants, the “Warrants”) to purchase Common Stock.
The selling stockholders will bear all commissions and discounts, if any, attributable to the sale of the shares. We will bear all costs, expenses and fees in connection with the registration of the shares.
The selling stockholders may sell the shares of our Common Stock offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under “Plan of Distribution”. The prices at which the selling stockholder may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions.
Our Common Stock is listed on the Nasdaq Capital Market under the symbol “CLRB”. On November 22, 2022, the last reported sale price of our common stock on the Nasdaq Capital Market was $1.90 per share.
Investing in our securities involves a high degree of risk. See “Risk Factors” on page 6 of this prospectus for more information.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is December 2, 2022.
TABLE OF CONTENTS
Page About this Prospectus1Prospectus Summary2Risk Factors6Forward-Looking Statements7Use of Proceeds8Selling Stockholders9Plan of Distribution11Where You Can Find More Information12Legal Matters13Experts13Incorporation of Documents by Reference13
ABOUT THIS PROSPECTUS
You should rely only on the information we have provided or incorporated by reference into this prospectus and any related free writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or any related free writing prospectus. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or any related free writing prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus or any related free writing prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security.
We may authorize one or more free writing prospectuses to be provided to you that may contain material information relating to that offering. We may also use any related free writing prospectus to add, update or change any of the information contained in this prospectus or in documents we have incorporated by reference. This prospectus, together with any related free writing prospectuses and the documents incorporated by reference into this prospectus, includes all material information relating to this offering. Please carefully read both this prospectus together with the additional information described below under “Incorporation of Documents by Reference”.
Unless otherwise stated or unless the context otherwise requires, all references to “we”, “us”, “our”, “our company” or “the Company” in this prospectus refer collectively to Cellectar Biosciences, Inc., a Delaware corporation.
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PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in this prospectus or incorporated by reference in this prospectus, and does not contain all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus and any related free writing prospectus, including the risks of investing in our common stock discussed under the heading "Risk Factors" contained in this prospectus and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus forms a part.
Overview
We are a late-stage clinical biopharmaceutical company focused on the discovery, development and commercialization of drugs for the treatment of cancer. Our core objective is to leverage our proprietary 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 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.
Key Risks and Uncertainties
We are subject to numerous risks and uncertainties, including the following:
·We will require additional capital in order to continue our operations and may have difficulty raising additional capital.
·We rely on a collaborative outsourced business model, and disruptions with our third-party collaborators, including potential disruptions at our sole source supplier of iopofosine, Centre for Probe Development and Commercialization may impede our ability to gain FDA approval and delay or impair commercialization of any products.
·We cannot assure the successful development and commercialization of our compounds in development.
·Failure 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.
·The 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.
·Clinical studies involve a lengthy and expensive process with an uncertain outcome, and results of earlier studies may not be predictive of future study results.
·We may be required to suspend or discontinue clinical studies due to unexpected side effects or other safety risks that could preclude approval of our product candidates.
·Controls we or our third-party collaborators have in place to ensure compliance with all applicable laws and regulations may not be effective.
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·We 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.
·Fast 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.
·We 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.
·Acceptance of our products in the marketplace is uncertain and failure to achieve market acceptance will prevent or delay our ability to generate revenues.
·Regulatory approval for any approved product is limited by the FDA, the European Commission and other regulators to those specific indications and conditions for which clinical safety and efficacy have been demonstrated, and we may incur significant liability if it is determined that we are promoting the “off-label” use of any of our future product candidates if approved.
·Any product for which we have obtained regulatory approval, or for which we obtain approval in the future, is subject to, or will be subject to, extensive ongoing regulatory requirements by the FDA, EMA and other comparable regulatory authorities, and if we fail to comply with regulatory requirements or if we experience unanticipated problems with our products, we may be subject to penalties, we may be unable to generate revenue from the sale of such products, our potential for generating positive cash flow will be diminished, and the capital necessary to fund our operations will be increased.
·The COVID-19 pandemic as well as conflicts, military actions, terrorist attacks, natural disasters. public health crises, cyber-attacks and general instability could materially adversely affect our business.
·Failure 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 capital.
·Our stock price has experienced price fluctuations.
·We have not paid dividends in the past and do not expect to pay dividends for the foreseeable future. Any return on investment may be limited to the value of our common stock.
·You may experience future dilution as a result of future equity offerings.
For more information regarding the material risks and uncertainties we face, please see “Risk Factors” beginning on page 6 of this prospectus.
Corporate Information
Our principal executive offices are located at 100 Campus Drive, Florham Park, New Jersey 07932 and the telephone number of our principal executive offices is (608) 441-8120. We maintain a website at www.cellectar.com. The information included or referred to on, or accessible through, our website does not constitute part of, and is not incorporated by reference into, this prospectus.
Description of the Private Placements
On October 20, 2022, we entered into a Securities Purchase Agreement (the “Hybrid Offering Purchase Agreement”) with the investor signatories thereto, pursuant to which we issued and sold: (i) in a registered offering directly to the Purchasers (as defined below) on October 25, 2022, an aggregate of 3,275,153 shares of our common stock, par value $0.00001 per share at an offering price of $2.085 per share and (ii) in a concurrent private placement (the “Concurrent Private Placement”) Common Warrants to purchase up to an aggregate of 3,275,153 shares of Common Stock.
3
In a separate concurrent private placement (the “Separate Concurrent Private Placement” and, together with the Concurrent Private Placement, the “Private Offerings”), we entered into a Private Placement Securities Purchase Agreement (the “PIPE Purchase Agreement” and together with the Hybrid Offering Purchase Agreement, the “Purchase Agreements”), with the investor signatories thereto, pursuant to which we issued to the Purchasers Pre-Funded Warrants to purchase up to an aggregate of 1,875,945 shares of Common Stock and Common Warrants to purchase up to an aggregate of 1,875,945 shares of Common Stock. The investors who are signatories to the Purchase Agreements are the selling stockholders identified in their prospectus under the caption “selling stockholders” (the “Purchasers”).
Gross proceeds from the Private Offerings were approximately $3.9 million before deducting the placement agent fee and related offering expenses. The Registered Shares were offered by us pursuant to a registration statement on Form S-3 (File No. 333-244362), which was declared effective by the Securities and Exchange Commission (the “SEC”) on August 20, 2020 (the “Registration Statement”). The offering and sale of the Common Warrants, the Pre-Funded Warrants and the shares of Common Stock issuable upon the exercise of the Common Warrants and the Pre-Funded Warrants (the “Warrant Shares”) was made pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.
The Common Warrants were immediately exercisable at an exercise price of $1.96 per share and expire on the fifth anniversary of their issuance. The purchase price of each Pre-Funded Warrant was $2.08499 and the Pre-Funded Warrants were immediately exercisable at an exercise price of $0.00001 per share and will not expire until exercised in full.
We filed the registration statement on Form S-1, of which this prospectus is a part, to fulfill our contractual obligations under the Purchase Agreements to provide for the resale by the Purchasers of up to 7,027,043 shares of Common Stock. We agreed to file a registration statement with respect to such Warrant Shares within 30 days following the date of issuance of the Warrants and to use reasonable best efforts to keep such registration statement effective at all times until (a) the warrant shares are sold under such registration statement or pursuant to Rule 144 under the Securities Act, (b) the warrant shares may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 under the Securities Act.
4
The Offering
Shares of common stock offered by us: None Shares of common stock offered by the selling stockholders: 7,027,043 shares Shares of common stock outstanding before this offering, assuming no exercise of the Warrants: 9,385,272 shares Shares of common stock outstanding after completion of this offering, assuming full exercise of the Warrants: 16,412,315 shares Use of Proceeds: We will not receive any proceeds from the resale of the shares of common stock by the selling stockholders. Risk Factors: See “Risk Factors” on page 6 and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding whether to purchase our securities. Nasdaq symbol for our common stock: CLRB
The number of shares of our common stock outstanding before and after this offering is based on 9,385,272 shares of common stock outstanding as of October 31, 2022 and excludes, as of that date:
·an aggregate of 654,263 shares of common stock issuable upon the exercise of outstanding stock options issued to employees, directors and consultants;
·an aggregate of 111,111 shares of common stock issuable upon the conversion of outstanding shares of Series D preferred stock; and
·an aggregate of 1,563,381 additional shares of common stock reserved for issuance under outstanding warrants having expiration dates between July 2023 and June 2025, and exercise prices ranging from $12.075 to $178.00 per share.
5
RISK FACTORS
An investment in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, prospective investors should consider carefully all of the information included and incorporated by reference or deemed to be incorporated by reference in this prospectus, including the risk factors incorporated by reference herein from our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as updated by annual, quarterly and other reports and documents we file with the SEC after the date of this prospectus and that are incorporated by reference herein. Each of these risk factors could have a material adverse effect on our business, results of operations, financial position or cash flows, which may result in the loss of all or part of your investment. For more information, see “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”
6
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (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 (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, 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.
In some cases, you can identify forward-looking statements by terminology such as ““expects”, “anticipates”, “intends”, “estimates”, “plans”, “believes”, “seeks”, “may”, “should”, “could” 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 prospectus.
You should read this prospectus and the documents that we reference herein and therein and have filed as exhibits to the registration statement, of which this prospectus is part, 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 prospectus is accurate only as of the date on the front cover of this prospectus or such prospectus. Because the risk factors referred to above 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 of the information presented in this prospectus and any accompanying prospectus supplement, and particularly our forward-looking statements, by these cautionary statements.
7
USE OF PROCEEDS
All proceeds from the resale of the Warrant Shares offered by this prospectus will belong to the selling stockholders. We will not receive any proceeds from the sale or other disposition by the selling stockholders of the shares of our common stock covered by this prospectus. However, we will receive proceeds upon any cash exercise of the Warrants, the underlying shares of which are offered by this prospectus. If the Warrants are all exercised for cash, we will receive gross proceeds of $10.1 million. We intend to use any proceeds from any such exercise for funding clinical studies, research and development, working capital and general corporate purposes. There is no assurance, however, that the Warrants will ever be exercised.
8
SELLING STOCKHOLDERS
The common stock being offered by the selling stockholders are the Warrant Shares. For additional information regarding the issuances of the Warrant Shares, see “Description of the Private Placements” in the summary to this prospectus. We are registering the shares of common stock in order to permit the selling stockholders to offer the Warrant Shares for resale from time to time. Except for the ownership of our common stock, warrants and pre-funded warrants, the selling stockholders have not had any material relationship with us within the past three years.
The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, warrants and pre-funded warrants, as of November 22, 2022, assuming exercise of the warrants and pre-funded warrants held by the selling stockholders on that date. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders.
In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon exercise of the Warrants, determined as if the Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the Warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.
Under the terms of all of the warrants and the pre-funded warrants, a selling stockholder may not exercise the warrants or pre-funded to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed the applicable 4.99% (or at the election of the selling stockholder, 9.99%) of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of the preferred stock which have not been converted. The number of shares in the second column does not reflect this limitation. The selling stockholder may sell all, some or none of their shares in this offering. See “Plan of Distribution”.
9
Selling Stockholder Number of Shares
of Common Stock
Beneficially
Owned Prior to
Offering(1) Maximum Number
of Shares of
Common Stock to
be Sold Pursuant
to this Prospectus Number of Shares
of
Common Stock
Beneficially
Owned
After Offering Percentage of Shares
Beneficially
Owned
After Offering(2) Entities affiliated with AIGH Capital Management LLC(3) 2,645,508(14) 1,640,614(25) 1,004,894 6.12%AuGC BioFund LP(4) 143,884(15) 71,942 71,942 * Boothbay Absolute Return Strategies LP (5) 68,146(16) 68,146 0 * Boothbay Diversified Alpha Master Fund LP(6) 34,731(17) 34,731 0 * CVI Investments, Inc.(7) 702,438(18) 300,000 402,438 2.45%District 2 Capital Fund LP(8) 373,708(19) 239,808 133,900 * Laurence W. Lytton(9) 1,419,394(20) 603,997 815,397 4.97%Lincoln Park Capital Fund, LLC(10) 1,977,343(21) 911,294 1,066,049 6.50%Lytton-Kambara Foundation(11) 710,470(22) 710,470 0 * Investor Company ITF Rosalind Master Fund L.P.(12) 2,874,610(23) 2,158,272 716,338 4.36%The Hewlett Fund LP (13) 575,538(24) 287,769 287,769 1.75%
*Less than 1%
(1)“Beneficial ownership” is a term broadly defined in Rule 13d-3 under the Exchange Act, and includes more than the typical form of stock ownership, that is, stock held in a person’s name. The term also includes what is referred to as “indirect ownership,” meaning ownership of shares as to which a person has or shares investment power. For purposes of this column, a person or group of persons is deemed to have “beneficial ownership” of any shares that such person or group of persons has the right to acquire within 60 days after November 22, 2022, including through the exercise of a warrant or the conversion of a security.(2)Based on 16,412,315 shares of Common Stock outstanding, which assumes the issuance of all the Warrant Shares upon exercise of the Warrants and does not take into account the date of, or any limitations on, the exercise of the Warrants.(3)
Mr. Orin Hirschman is the managing member of AIGH Capital Management, LLC, a Maryland limited liability company (“AIGH CM”), who is an advisor with respect to the securities held by AIGH Investment Partners, L.P. (“AIGH LP”). Mr. Hirschman has voting and investment control over the securities indirectly held by AIGH CM, directly held by AIGH IP and directly held by Mr. Hirschman and his family. The address for AIGH CM, AIGH LP and Mr. Hirschman is 6006 Berkeley Avenue, Baltimore, Maryland 21209.
Mr. Orin Hirschman is the managing member of AIGH Capital Management, LLC, a Maryland limited liability company (“AIGH CM”), who is a sub-advisor with respect to the securities held by WVP Emerging Manager Onshore Fund, LLC - AIGH Series. Mr. Hirschman has voting and investment control over the securities indirectly held by AIGH CM and directly held by Mr. Hirschman and his family directly. The address for AIGH CM and Mr. Hirschman is 6006 Berkeley Avenue, Baltimore, Maryland 21209.
Mr. Orin Hirschman is the managing member of AIGH CM, who is a sub-advisor with respect to the securities held by WVP Emerging Manager Onshore Fund, LLC - Optimized Equity Series. Mr. Hirschman has voting and investment control over the securities indirectly held by AIGH CM and directly held by Mr. Hirschman and his family directly. The address for AIGH CM and Mr. Hirschman is 6006 Berkeley Avenue, Baltimore, Maryland 21209.
(4)Evan Markegard has voting or investment control over the shares held by AuGC BioFund LP. The address of the foregoing entity is 8559 Pagoda Way, San Diego, CA 92126.(5)Boothbay Absolute Return Strategies, LP, a Delaware limited partnership ("BBARS"), is managed by Boothbay Fund Management, LLC, a Delaware limited liability company ("Boothbay''). Boothbay, in its capacity as the investment manager of BBARS, has the power to vote and the power to direct the disposition of all securities held by BBARS. Ari Glass is the Managing Member of Boothbay. Each of BBARS, Boothbay and Mr. Glass disclaim beneficial ownership of these securities, except to the extent of any pecuniary interest therein.(6)Boothbay Diversified Alpha Master Fund LP, a Cayman Islands limited partnership ("BBDAMF"), is managed by Boothbay Fund Management, LLC, a Delaware limited liability company ("Boothbay"). Boothbay, in its capacity as the investment manager of BBDAMF, has the power to vote and the power to direct the disposition of all securities held by BBDAMF. Ari Glass is the Managing Member of Boothbay. Each of BBDAMF, Boothbay and Mr. Glass disclaim beneficial ownership of these securities, except to the extent of any pecuniary interest therein.(7)Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc. ("CVI"), has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares. CVI Investments, Inc.is affiliated with one or more FINRA member, none of whom are currently expected to participate in the sale pursuant to the prospectus contained in this registration statement. The address of the foregoing entity is c/o Heights Capital Management, Inc., 101 California Street, Suite 3250, San Francisco, CA 94111.(8)Michael Bigger, the managing member of the general partner of District 2 Capital Fund LP, has sole voting and dispositive power over the securities held by District 2 Capital Fund LP. The address of District 2 Capital Fund LP is 14 Wall Street, 2nd Floor, Huntington, NY 11743.(9)The principal business office address of Laurence W. Lytton is 467 Central Park West, New York, New York 10025.(10)Joshua Scheinfeld and Jonathan Cope, principals of Lincoln Park Capital Fund LLC are deem to be beneficial owners of all the common stock owned by Lincoln Park Capital Fund LLC. Messrs. Scheinfeld and Cope have shared voting and dispositive power. The address of Lincoln Park Capital Fund LLC is 440 N. Wells St. Suite 410, Chicago, IL 60654. Lincoln Park Capital Fund LLC has rights, under various warrants, to acquire an aggregate number of shares of the Company except for the contractual caps in the warrants on the amount of outstanding shares of the Company's Common Stock that Lincoln Park Capital Fund LLC may own, when combined with the shares of Common Stock owned, would exceed such a cap. The ownership cap in the warrants is 9.99%.(11)Laurence Lytton has the voting and investment control over the securities held by Lytton-Kambara Foundation. The address of Lytton-Kambara Foundation is 467 Central Park West, 17-A, New York, NY 10025.(12)Steven Salamon, President of Rosalind Advisors, Inc., advisor to Rosalind Master Fund L.P. has voting and dispositive power. Rosaland Master Fund L.P. holds the common stock through Investor Company ITF Rosalind Master Fund L.P. The address of Rosalind Master Fund L.P. is c/o TD Waterhouse, 77 Bloor St W. 3RD Floor, Toronto, Ontario M5S 1M2. Investor Company ITF Rosalind Master Fund L.P. has rights, under various warrants, to acquire an aggregate number of shares of the Company except for the contractual caps in the warrants on the amount of outstanding shares of the Company's Common Stock that Investor Company ITF Rosalind Master Fund L.P. may own, when combined with the shares of Common Stock owned, would exceed such a cap. The ownership cap in the warrants is 9.99%.(13)Martin Chopp, the General Partner of The Hewlett Fund LP, has voting and dispositive power. The address of The Hewlett Fund LP is 100 Merrick Rd. – Suite 400W, Rockville Centre, NY 11570.(14)Includes: (a) 1,640,614 shares of common stock that may be purchased pursuant to the Warrants issued in the Private Placements; and (b) 73,006 shares of Common Stock that may be purchased pursuant to the exercise of other existing warrants, in each case, within 60 days of November 22, 2022.(15)Includes 71,942 shares of common stock that may be purchased pursuant to the Warrants issued in the Private Placements, within 60 days of November 22, 2022.(16)Consists of 68,146 shares of common stock that may be purchased pursuant to the Warrants issued in the Private Placements, within 60 days of November 22, 2022.(17)Consists of 34,731 shares of common stock that may be purchased pursuant to the Warrants issued in the Private Placements, within 60 days of November 22, 2022.(18)Includes: (a) 300,000 shares of common stock that may be purchased pursuant to the Warrants issued in the Private Placements; and (b) 138,126 shares of Common Stock that may be purchased pursuant to the exercise of other existing warrants, in each case, within 60 days of November 22, 2022.(19)Includes 239,808 shares of common stock that may be purchased pursuant to the Warrants issued in the Private Placements, within 60 days of November 22, 2022.(20)Includes: (a) 603,997 shares of common stock that may be purchased pursuant to the Warrants issued in the Private Placements; and (b) 211,400 shares of Common Stock that may be purchased pursuant to the exercise of other existing warrants, in each case, within 60 days of November 22, 2022.(21)Includes: (a) 911,294 shares of common stock that may be purchased pursuant to the Warrants issued in the Private Placements; and (b) 154,755 shares of Common Stock that may be purchased pursuant to the exercise of other existing warrants, in each case, within 60 days of November 22, 2022.(22)Consists of 710,470 shares of common stock that may be purchased pursuant to the Warrants issued in the Private Placements, within 60 days of November 22, 2022.(23)Includes (a) 2,158,272 shares of common stock that may be purchased pursuant to the Warrants issued in the Private Placements; and (b) 111,110 shares of Common Stock that may be issued upon conversion of Series D Preferred Shares, in each case, within 60 days of November 22, 2022.(24)Includes 287,769 shares of common stock that may be purchased pursuant to the Warrants issued in the Private Placements, within 60 days of November 22, 2022.(25)Consists of: (i) 1,345,650 shares of common stock held by AIGH Investment Partners, LP; (ii) 229,772 shares of common stock held by WVP Emerging Manager Onshore Fund, LLC – AIGH Series; and (iii) 65,192 shares of common stock held by WVP Emerging Manager Onshore Fund LLC – AIGH Series. AIGH Investment Partners, LP, WVP Emerging Manager Onshore Fund, LLC – AIGH Series and WVP Emerging Manager Onshore Fund, LLC – Optimized Equity Series are managed by AIGH Capital Management LLC.
10
PLAN OF DISTRIBUTION
Each selling stockholder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the Nasdaq Stock Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following methods when selling securities:
·ordinary brokerage transactions and transactions in which the broker dealer solicits purchasers;·block trades in which the broker dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;·purchases by a broker dealer as principal and resale by the broker dealer for its account;·an exchange distribution in accordance with the rules of the applicable exchange;·privately negotiated transactions;·settlement of short sales;·in transactions through broker dealers that agree with the selling stockholders to sell a specified number of such securities at a stipulated price per security;·through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
Cleveland-Cliffs Submits Application for Front-End Engineering Design for Large-Scale Carbon Capture
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) announced that its initial phase of research being conducted with funding from the U.S. Department of Energy’s (DOE) Office of Clean Energy Demonstrations (OCED) is coming to a close. Based on the results of the initial study, Cleveland-Cliffs has submitted an application on Monday, Dec. 5 for funding from the DOE’s OCED for the next phase of research for the front-end engineering design (FEED) for large-scale carbon capture at its Burns Harbor integrated iron and steel facility located in Northwest Indiana.
The Company’s Burns Harbor project aims to capture up to 2.8 million tons of CO2 per year from blast furnace gas with a net carbon capture efficiency of at least 95%. The proposed FEED would be completed over a period of 24 months. The study would be funded 50 percent by Cleveland-Cliffs and 50 percent by the DOE through the Bipartisan Infrastructure Law appropriations, which is part of a broader government approach to fund domestic commercial-scale Carbon Capture and Sequestration technology.
Cleveland-Cliffs has existing technical partnerships with the DOE and is the only American steel producer participating in the DOE Better Climate Challenge initiative. The Company is the largest industrial energy user in the DOE’s Better Plants program. Through DOE's Better Climate Challenge, organizations join a network of market leaders that are stepping forward to work with DOE to plan for their organization's future success by reducing GHG emissions and sharing replicable pathways to decarbonization.
About Cleveland-Cliffs Inc.
Cleveland-Cliffs is the largest flat-rolled steel producer in North America. Founded in 1847 as a mine operator, Cliffs also is the largest manufacturer of iron ore pellets in North America. The Company is vertically integrated from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling, and tubing. We are the largest supplier of steel to the automotive industry in North America and serve a diverse range of other markets due to our comprehensive offering of flat-rolled steel products. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 27,000 people across its operations in the United States and Canada.
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View source version on businesswire.com: https://www.businesswire.com/news/home/20221207005491/en/
Media contact:
Patricia Persico
Senior Director, Corporate Communications
(216) 694-5316
Investor contact:
James Kerr
Manager, Investor Relations
(216) 694-7719
Rumble Challenges New York Social Media Law
Source: GlobeNewswire Inc.?
Rumble, the video-sharing platform (NASDAQ: RUM) and its subscription platform Locals filed a lawsuit today against New York Attorney General Letitia James to challenge a new state law that forces social media platforms to target constitutionally protected speech
The law forces a wide variety of internet platforms to publish a policy explaining how they will respond to online expression that could be perceived to “vilify, humiliate, or incite violence” based on a protected class, like religion, gender, or race. The law does not define “vilify,” “humiliate,” or “incite,” meaning it would cover constitutionally protected speech like jokes, satire, political debates, and other online commentary. The law also requires platforms to create a way for visitors to complain about “hateful content” and mandates that they answer complaints with a direct response. Refusal to comply could mean investigations from the Attorney General’s office, subpoenas, and daily fines of $1,000 per violation.
Rumble and Locals are represented in the lawsuit by the Foundation for Individual Rights and Expression (FIRE), a nonprofit organization dedicated to defending and sustaining the individual rights of all Americans to free speech and free thought. Rumble and Locals are joined in the lawsuit by constitutional law professor Eugene Volokh, the co-founder of the Volokh Conspiracy legal blog.
“New York’s law would open the door for the suppression of protected speech based on the complaints of activists and bullies,” said Rumble Chairman and CEO Chris Pavlovski. “Rumble will always celebrate freedom and support creative independence, so I’m delighted to work with FIRE to help protect lawful online expression.”
ABOUT RUMBLE
Rumble is a high-growth neutral video platform that is creating the rails and independent infrastructure designed to be immune to cancel culture. Rumble's mission is to restore the Internet to its roots by making it free and open once again. For more information, visit corp.rumble.com.
Contact: press@rumble.com
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Cleveland-Cliffs Announces Price Increase for Hot Rolled, Cold Rolled, and Coated Steel Products
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) today announced that it is increasing current spot market base prices for all carbon hot rolled, cold rolled and coated steel products by a minimum of $60 per ton, effective immediately with all new orders.
About Cleveland-Cliffs Inc.
Cleveland-Cliffs is the largest flat-rolled steel producer in North America. Founded in 1847 as a mine operator, Cliffs also is the largest manufacturer of iron ore pellets in North America. The Company is vertically integrated from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling, and tubing. We are the largest supplier of steel to the automotive industry in North America and serve a diverse range of other markets due to our comprehensive offering of flat-rolled steel products. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 27,000 people across its operations in the United States and Canada.
?
View source version on businesswire.com: https://www.businesswire.com/news/home/20221128005524/en/
MEDIA CONTACT:
Patricia Persico
Senior Director, Corporate Communications
(216) 694-5316
INVESTOR CONTACT:
James Kerr
Manager, Investor Relations
(216) 694-7719
Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
Source: Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 333-177-532
CUSIP NUMBER 0215X109
(Check One): [ ] Form 10-K [_] Form 20-F [X] Form 10-Q [_] Form 10-D [_] Form N-SAR
For Period Ended: September 30, 2022
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
.PART I -- REGISTRANT INFORMATIONKaya Holdings, IncFull Name of RegistrantFormer Name if Applicable
915 Middle River Drive Suite 316
Address of Principal Executive Office (Street and Number)Fort Lauderdale, FL 33304City, State and Zip Code
PART II -- RULES 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
[x](a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
PART III--NARRATIVE
State below in reasonable detail why forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Registrant requires additional time to complete the preparation of its financial statements for the quarter ended September 30, 2022, have them properly certified by the executive officers and have them reviewed by its independent auditors. The Registrant will file the Form 10-Q by the fifth calendar day following the required filing date, as prescribed in Rule 12b-25.
PART IV--OTHER INFORMATION
(1)Name and telephone number of person to contact in regard to this notificationCraig Frank561210-5784(Name)(Area Code)(Telephone Number)
(2)Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
[x] Yes [_] No
(3)Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
[_] Yes [x] No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Kaya Holdings, Inc.(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
DateNovember 14, 2022By/s/ Craig Frank
INSTRUCTION: The form may be signed by an executive officer or the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
As always.
What's coming. Next scam?
Securities Registration Statement (s-1/a)
Source: Edgar (US Regulatory)
This regulatory filing was too large to post into our database. Please use the link below to view the original filing on the Securities and Exchange Commission's website.
https://www.sec.gov/Archives/edgar/data/0001830081/000121390022069457/0001213900-22-069457-index.htm
What's a better pick? ELIO or POWERBALL?
What's a better pick? KAYS or POWERBALL?
Of course. Maybe some people need to see what this company really is. A SCAM. IMO
Dude. This company is a scam.
Cleveland-Cliffs Reports Third-Quarter 2022 Results and Announces $1.8 Billion Reduction in Net Pension/OPEB Liabilities
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Cleveland-Cliffs Reports Third-Quarter 2022 Results and Announces $1.8 Billion Reduction in Net Pension/OPEB Liabilities
October 25, 2022 7:00am EDT Download as PDF
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Third-quarter revenue of $5.7 billion
Third-quarter net income of $165 million
Third-quarter Adjusted EBITDA1 of $452 million
$1.8 billion reduction in pro forma pension/OPEB net liabilities from previous remeasurement
CLEVELAND--(BUSINESS WIRE)-- Cleveland-Cliffs Inc. (NYSE: CLF) today reported third-quarter results for the period ended September 30, 2022.
Third-quarter 2022 consolidated revenues were $5.7 billion, compared to the prior-year third-quarter revenues of $6.0 billion. For the third quarter of 2022, the Company recorded net income of $165 million, or $0.29 per diluted share attributable to Cliffs shareholders. In the prior-year third quarter, the Company recorded net income of $1.3 billion, or $2.33 per diluted share.
For the nine months ended September 30, 2022, the Company recorded revenues of $17.9 billion and net income of $1.6 billion, or $2.95 per diluted share. In the first nine months of 2021, the Company recorded revenues of $15.1 billion and net income of $2.1 billion, or $3.69 per diluted share.
Pension/OPEB Liability Reduction
In conjunction with its newly ratified labor agreements with the United Steelworkers, the Company has remeasured its associated pension/OPEB plan assets and obligations. Pro forma pension/OPEB liabilities, net of assets, were reduced by $1.8 billion, or 63%, since the last remeasurement on December 31, 2021. The reduction is due primarily to lower healthcare premiums negotiated separately from the labor agreements. Due to ratification timing, the full impact was not reflected on this quarter's balance sheet. The Company has provided the table below with pro forma information.
(In Millions)
Pension/OPEB2
Actual
Actual
Pro forma
December 31,
2021
September 30,
2022
September 30,
2022
Non-current assets
$
224
$
390
$
390
Current liabilities
(135
)
(134
)
(98
)
Non-current liabilities
(2,961
)
(2,751
)
(1,359
)
Funded Status
$
(2,872
)
$
(2,495
)
$
(1,067
)
The remeasurement reflects updates for plan amendments, discount rates, asset values, and other actuarial assumptions as of September 30, 2022, for the affected plans. The impact of higher interest rates was mostly offset by lower market returns during 2022.
As an additional benefit, Cliffs expects cash flow requirements related to OPEB plans to be reduced by more than $100 million annually, or approximately 50%, going forward.
Third-quarter 2022 Adjusted EBITDA1 was $452 million, compared to Adjusted EBITDA1 of $1.9 billion in the third quarter of 2021. For the first nine months of 2022, the Company reported Adjusted EBITDA1 of $3.0 billion, compared to $3.8 billion for the same period in 2021.
(In Millions)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022
2021
2022
2021
Adjusted EBITDA1
Steelmaking
$
436
$
1,934
$
2,967
$
3,796
Other Businesses
9
6
58
25
Eliminations (A)
7
(7
)
8
(15
)
Total Adjusted EBITDA1
$
452
$
1,933
$
3,033
$
3,806
(A) Starting in 2022, the Company has allocated Corporate SG&A to its operating segments. Prior periods have been adjusted to reflect this change. The Eliminations line now only includes sales between segments.
Lourenco Goncalves, Cliffs' Chairman, President, and CEO said: “Our third quarter results were affected by the delayed inventory impact of higher input costs and maintenance activities from prior periods. Now, that all major projects have been concluded and production levels are back to normal, we expect costs to decline meaningfully, into Q4 and further into 2023.”
Mr. Goncalves added: “Shipments to our automotive clients significantly improved in Q3, achieving a level among the highest in six quarters. That allowed us to hold sales volumes steady in Q3, despite much weaker service center activity. We expect this positive trend in automotive shipments to continue into Q4, with the added benefit of improved pricing from our successful renewal of contracts pertaining to the October cycle. As the automotive industry increases production, supply on the spot trade should tighten. That supports pricing going forward.”
Mr. Goncalves continued: “The most important event of our third quarter was the agreement and subsequent ratification of the new 4-year labor contracts with our USW-represented employees, corresponding to over half of our workforce. In parallel, we used our scale to successfully negotiate better healthcare rates for our retirees, achieving a massive reduction in our post-retirement liabilities.”
Mr. Goncalves concluded: “It is well known that the assumption of Pension & OPEB liabilities at the time of the acquisition was the main source of enterprise value we leveraged to in order acquire the U.S. assets from ArcelorMittal in December 2020. Fast forward, our combined total balance of $4.2 billion in liabilities following the acquisition has been made irrelevant, as we now have only $1.1 billion remaining on the books. We also concurrently renegotiated lower healthcare premiums for our non-USW retiree plans, which have not been remeasured yet. The remeasurement of these non-USW plans will happen at year-end, when we expect the total Pension & OPEB liabilities to be even lower than what is shown in the pro-forma's at this time.”
Steelmaking
Three Months Ended
September 30,
Nine Months Ended
September 30,
2022
2021
2022
2021
External Sales Volumes
Steel Products (net tons)
3,635
4,153
10,913
12,502
Selling Price - Per Net Ton
Average net selling price per net ton of steel products
$
1,360
$
1,334
$
1,431
$
1,122
Operating Results - In Millions
Revenues
$
5,511
$
5,869
$
17,481
$
14,710
Cost of goods sold
(5,167
)
(4,098
)
(14,948
)
(11,472
)
Gross margin
$
344
$
1,771
Yes. Total crap.
Securities Registration Statement (s-1/a)
Source: Edgar (US Regulatory)
This regulatory filing was too large to post into our database. Please use the link below to view the original filing on the Securities and Exchange Commission's website.
https://www.sec.gov/Archives/edgar/data/0001830081/000121390022064888/0001213900-22-064888-index.htm
Rumble Announces Timing of Third Quarter 2022 Earnings Release and Conference Call
Source: GlobeNewswire Inc.?
Rumble Inc. (“Rumble”) (NASDAQ: RUM), the video-sharing platform, today announced that it will release financial results for the third quarter of 2022 shortly after market close on Monday, November 14, 2022. The company will host a conference call the same day at 5:00 p.m. Eastern Time.
Access to the live webcast and replay of the conference call, along with related earnings release materials, will be available here and on Rumble’s Investor Relations website at investors.rumble.com.
About Rumble
Rumble is a high-growth neutral video platform that is creating the rails and independent infrastructure designed to be immune to cancel culture. Rumble’s mission is to restore the Internet to its roots by making it free and open once again. For more information, visit corp.rumble.com.
For investor inquiries, please contact:
Shannon Devine
MZ Group, MZ North America
203-741-8811
rumble@mzgroup.us
Source: Rumble
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?
Rumble Stock (NASDAQ:RUM): Stay Centered with a Right-Leaning Platform
Source: TipRanks
Rumble (NASDAQ: RUM) certainly expresses a particular political viewpoint. However, investors should leave their biases at the door and consider Rumble's potential to thrive among a specific swath of disaffected streaming-content consumers. While this isn't the place to comment on Rumble's political views, from an investment standpoint, I am bullish on RUM stock. There are red states, and there are blue states - but is your portfolio in a green state? At the end of the day, what matters is whether you voted with your investment capital for a long-term winner of a business venture.
https://www.tipranks.com/news/article/rumble-stock-nasdaqrum-stay-centered-with-a-right-leaning-platform?utm_source=advfn.com&utm_medium=referral
What's going on here?
No volume.
And they will learn it's a scam.
$1.56 Ask. Yeah baby. Ha ha ha ha ??
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RUM will be here soon. IMO.