Securities Registration: Employee Benefit Plan (s-8)
May 10 2019 - 4:51PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on May 10, 2019
Registration
No.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ACTINIUM
PHARMACEUTICALS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
DELAWARE
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74-2963609
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(State
or other Jurisdiction of
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(I.R.S
Employer
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Incorporation
or Organization)
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Identification
Number)
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|
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275
Madison Avenue, 7
th
Floor, New York, NY
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10016
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(Address
of Principal Executive Offices)
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(Zip
Code)
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ACTINIUM
PHARMACEUTICALS, INC.
AMENDED
AND RESTATED 2013 EQUITY INCENTIVE PLAN
(Full
Title of the Plan)
Sandesh
Seth
Chairman and CEO
275 Madison Avenue, 7
th
Floor
New York, New York 10016
Phone: (646) 677-3870
(Name, Address and Telephone Number of Agent for Service)
Copy
to:
Thomas
Slusarczyk, Esq.
The
Matt Law Firm, PLLC
1701
Genesee Street
Utica,
New York 13501
(315)
235-2299
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer ☐
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Accelerated
filer ☒
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Non-accelerated
filer ☐
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Smaller
reporting company ☒
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Emerging
Growth Company ☐
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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 7(a)(2)(B) of the Securities
Act. ☐
CALCULATION
OF REGISTRATION FEE
Title of of securities to be registered
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Amount to be
registered (1)
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Proposed maximum
offering price
per share (2)
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Proposed maximum
aggregate offering
price (2)
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Amount of
registration
fee
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Common Stock $0.001 par value (3)
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5,000,000
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$
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0.2975
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$
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1,487,500
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$
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180.29
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(1)
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This Registration Statement also covers additional shares of Actinium
Pharmaceuticals, Inc. common stock that may be issuable by reason of stock splits, stock dividends, or other adjustment provisions
of the Actinium Pharmaceuticals, Inc. Amended and Restated 2013 Stock Plan, as amended, in accordance with Rule 416 under the
Securities Act of 1933, as amended.
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(2)
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Estimated solely for the purpose of calculating the registration fee
computed pursuant to Rule 457(c) and (h), upon the basis of the average of the high and low prices of the common stock as quoted
on the NYSE American on May 8, 2019.
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(3)
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Represents the number of stock options and shares available for future
option grants under the Actinium Pharmaceuticals, Inc. Amended and Restated 2013 Stock Plan, as amended.
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EXPLANATORY
NOTE
This
Registration Statement on Form S-8 is being filed by Actinium Pharmaceuticals, Inc. (the “Company”), pursuant to General
Instruction E to the Form S-8 Registration Statement under the Securities Act of 1933, as amended, in connection with the registration
of an additional 5,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”)
issuable pursuant to the Company’s Amended and Restated 2013 Stock Plan (as amended, the “Plan”). 17,750,000
shares of Common Stock issuable under the Plan have been previously registered pursuant to the Company’s Registration Statements
on Form S-8 (File No. 333-197283, File No. 333-216746 and File No. 333-223741) filed with the Securities and Exchange Commission
on July 7, 2014, March 16, 2017 and March 16, 2018, respectively. and the information contained therein is incorporated herein
by reference.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents
containing the information specified in Part I of Form S-8 will be sent or given to participants in accordance with Rule 428(b)(1)
under the Securities Act. In accordance with the rules and regulations of the Securities and Exchange Commission (the
“Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part
of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. Such
documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation
of Documents by Reference.
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The
following documents filed by the Registrant with the Commission are incorporated herein by reference (excluding any portions of
such documents that have been “furnished” but not “filed” for purposes of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)):
(a) The Registrant’s Annual Report
on Form 10-K for the year ended December 31, 2018 filed with the Commission on March 15, 2019;
(b) The Registrant’s Current Report
on Form 8-K filed with the Commission on April 18, 2019;
(c) All other reports filed
by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act, subsequent to the end of the fiscal year covered by the
form referred to in (a) above; and
(d) The description of our common stock,
which is contained in our Form 8-K/A, filed with the Securities and Exchange Commission on January 28, 2013, including any amendment
or report filed for the purpose of updating such description.
In
addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of the filing of such documents.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a statement contained herein, (or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Under
no circumstances will any information filed under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference
unless such Form 8-K expressly provides to the contrary.
You
may request a copy of these filings, at no cost, by writing or telephoning the Registrant at:
275
Third Avenue
7
th
Floor
New
York, NY 10016
Telephone:
646-677-3870
Attn:
Investor Relations
You
should rely only on the information provided or incorporated by reference in this Registration Statement or any related prospectus.
The Registrant has not authorized anyone to provide you with different information. You should not assume that the information
in this Registration Statement or any related prospectus is accurate as of any date other than the date on the front of the document.
Exhibit No.
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Description
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5.1
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Opinion
of The Matt Law Firm, PLLC*
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23.1
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Consent of Marcum LLP*
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23.2
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Consent of GBH CPAs, PC*
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23.3
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Consent
of The Matt Law Firm, PLLC (included in Exhibit 5.1)*
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24.1
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Power of Attorney (included on signature page)*
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99.1
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Actinium Pharmaceuticals, Inc. Amended and Restated 2013 Stock Plan (incorporated by reference to Exhibit 10.33 to Form S-1 filed on January 31, 2014).
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99.2
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First Amendment to Amended and Restated 2013 Stock Plan, effective August 6, 2015 (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 7, 2015).
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99.3
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Second Amendment to the 2013 Amended and Restated Stock Plan, effective as of December 15, 2015 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 16, 2015).
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99.4
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Third Amendment to the 2013 Amended and Restated Stock Plan, effective as of December 22, 2015 (incorporated by reference to Exhibit 10.56 to Form 10-K filed on March 11, 2016).
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99.5
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Fourth Amendment to the 2013 Amended and Restated Stock Plan, effective as of December 13, 2016 (incorporated by reference to Exhibit 1.1 to Form 8-K filed on December 14, 2016).
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99.6
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Fifth Amendment to the 2013 Amended and Restated Stock Plan, effective as of December 21, 2016 (incorporated by reference to Exhibit 10.59 to Form 10-K filed on March 16, 2017).
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99.7
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Sixth Amendment to the 2013 Amended and Restated Stock Plan, effective as of March 14, 2018 (incorporated by reference to Exhibit 10.56 to Form 10-K filed on March 16, 2018).
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99.8
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Seventh Amendment to the 2013 Amended and Restated Stock Plan, effective as of March 6, 2019 (incorporated by reference to Exhibit 10.39 to Form 10-K filed on March 15, 2019).
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 10th day of May, 2019.
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Actinium
Pharmaceuticals, Inc.
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By:
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/s/
Sandesh Seth
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Name:
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Sandesh
Seth
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Title:
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Chairman & Chief Executive Officer
(Duly Authorized Officer and
Principal Executive Officer)
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POWER
OF ATTORNEY
Each
of the undersigned directors and officers of Actinium Pharmaceuticals, Inc., a Delaware corporation, do hereby constitute and
appoint Sandesh Seth the undersigned’s true and lawful attorney and agent, with full power of substitution and resubstitution
in each, to do any and all acts and things in our name and on our behalf in our respective capacities as directors and officers
and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents,
or either one of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act, as amended,
and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this registration statement,
including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities
indicated below, any and all amendments (including post-effective amendments) hereto, and each of the undersigned does hereby
ratify and confirm all that said attorneys and agents, or either one of them or any substitute, shall do or cause to be done by
virtue hereof. This Power of Attorney may be executed in any number of counterparts.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature
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Title
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Date
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/s/
Sandesh Seth
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Chairman
and Chief Executive Officer
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May
10, 2019
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Sandesh
Seth
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(Principal
Executive Officer)
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/s/
Steve O’Loughlin
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Principal
Financial Officer
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May
10, 2019
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Steve
O’Loughlin
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(Principal
Financial and Accounting Officer)
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/s/
David Nicholson
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Director
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May
10, 2019
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David
Nicholson
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/s/
Ajit Shetty
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Director
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May
10, 2019
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Ajit
Shetty
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/s/
Richard I. Steinhart
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Director
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May
10, 2019
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Richard
I. Steinhart
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INDEX
TO EXHIBITS
Exhibit No.
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Description
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5.1
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Opinion
of The Matt Law Firm, PLLC*
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23.1
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Consent of Marcum LLP*
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23.2
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Consent of GBH CPAs, PC*
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23.3
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Consent
of The Matt Law Firm, PLLC (included in Exhibit 5.1)*
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24.1
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Power of Attorney (included on signature page)*
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99.1
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Actinium Pharmaceuticals, Inc. Amended and Restated 2013 Stock Plan (incorporated by reference to Exhibit 10.33 to Form S-1 filed on January 31, 2014).
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99.2
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First Amendment to Amended and Restated 2013 Stock Plan, effective August 6, 2015 (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 7, 2015).
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99.3
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Second Amendment to the 2013 Amended and Restated Stock Plan, effective as of December 15, 2015 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 16, 2015).
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99.4
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Third Amendment to the 2013 Amended and Restated Stock Plan, effective as of December 22, 2015 (incorporated by reference to Exhibit 10.56 to Form 10-K filed on March 11, 2016).
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99.5
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Fourth Amendment to the 2013 Amended and Restated Stock Plan, effective as of December 13, 2016 (incorporated by reference to Exhibit 1.1 to Form 8-K filed on December 14, 2016).
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99.6
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Fifth Amendment to the 2013 Amended and Restated Stock Plan, effective as of December 21, 2016 (incorporated by reference to Exhibit 10.59 to Form 10-K filed on March 16, 2017).
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99.7
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Sixth Amendment to the 2013 Amended and Restated Stock Plan, effective as of March 14, 2018 (incorporated by reference to Exhibit 10.56 to Form 10-K filed on March 16, 2018).
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99.8
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Seventh Amendment to the 2013 Amended and Restated Stock Plan, effective as of March 6, 2019 (incorporated by reference to Exhibit 10.39 to Form 10-K filed on March 15, 2019).
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4
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