Entry into a Material Definitive Agreement.
On October 18, 2018, Actinium Pharmaceuticals, Inc. (the “Company”)
and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a purchase agreement (the “Purchase Agreement”)
and a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company has the right
to sell to Lincoln Park shares of the Company’s common stock having an aggregate value of up to $32,500,000, subject to
certain limitations and conditions set forth in the Purchase Agreement (the “Offering”).
Pursuant to the Purchase Agreement, upon the satisfaction of
all of the conditions to the Company’s right to commence sales under the Purchase Agreement, Lincoln Park shall initially
purchase 3,376,554 shares of common stock, at a price of $0.74 per share, for a total gross purchase price of $2,500,000 (the “Initial
Purchase”). As often as every business day from and after one business day following the date of the Initial Purchase and
over the 30-month term of the Purchase Agreement, and up to an aggregate amount of an additional $30,000,000 (subject to certain
limitations) of shares of common stock, the Company has the right, from time to time, at its sole discretion and subject to certain
conditions, to direct Lincoln Park to purchase up to 400,000 shares of common stock, with such amount increasing as the closing
sale price of the common stock increases; provided Lincoln Park’s obligation under any single such purchase will not exceed
$1,500,000, unless the Company and Lincoln Park mutually agree to increase the maximum amount of such single purchase (each, a
“Regular Purchase”). If the Company directs Lincoln Park to purchase the maximum number of shares of common stock
it then may sell in a Regular Purchase, then in addition to such Regular Purchase, and subject to certain conditions and limitations
in the Purchase Agreement, the Company may direct Lincoln Park in an “accelerated purchase” to purchase an additional
amount of common stock that may not exceed the lesser of (i) 300% the number of shares purchased pursuant to the corresponding
Regular Purchase or (ii) 30% of the total number of shares of the Company’s common stock traded during a specified period
on the applicable purchase date as set forth in the Purchase Agreement. Under certain circumstances and in accordance with the
Purchase Agreement, the Company may direct Lincoln Park to purchase shares in multiple accelerated purchases on the same trading
The Company will control the timing and amount of any sales
of its common stock to Lincoln Park. There is no upper limit on the price per share that Lincoln Park must pay for its common
stock under the Purchase Agreement, but in no event will shares be sold to Lincoln Park on a day the closing price is less than
the floor price specified in the Purchase Agreement. In all instances, the Company may not sell shares of its common stock to Lincoln
Park under the purchase agreement if it would result in Lincoln Park beneficially owning more than 9.99% of its common stock.
The Purchase Agreement does not limit the Company’s ability
to raise capital from other sources at the Company’s sole discretion, except that (subject to certain exceptions) the Company
may not enter into any variable rate transaction (as defined in the Purchase Agreement, including the issuance of any floating
conversion rate or variable priced equity-like securities) during the 30 months after the date of the Purchase Agreement.
The Purchase Agreement and the Registration Rights Agreement
contain customary representations, warranties and agreements of the Company and Lincoln Park, indemnification rights and other
obligations of the parties. The Company has the right to terminate the Purchase Agreement at any time, at no cost to the Company.
As consideration for entering into the Purchase Agreement, the
Company issued to Lincoln Park 852,537 shares of common stock. The Company will not receive any cash proceeds from the issuance
of these shares. Lincoln Park has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling
or hedging of the Company’s shares of common stock.
The Offering is being made pursuant to the Company’s effective
shelf registration statement on Form S-3 (SEC File No. 333-216748) (the “Registration Statement”), which was declared
effective by the Securities and Exchange Commission (the “SEC”) on October 12, 2017, and pursuant to a prospectus supplement
dated October 18, 2018. Pursuant to the Registration Rights Agreement, under certain circumstances, if the Registration Statement
is no longer available for use with respect to the Offering, the Company will be required to file additional registration statement(s).
The Company expects to use the proceeds from the Offering for
general corporate purposes, including expanding the Company’s products, and for general working capital purposes.
Copies of the Purchase Agreement and the Registration Rights
Agreement are attached hereto as Exhibit 10.1 and 10.2, respectively, and are incorporated herein by reference.
The Company is filing the opinion of its counsel, The Matt
Law Firm, PLLC, regarding the validity of the shares of common stock issued pursuant to the Purchase Agreement, as Exhibit 5.1