Item 1.01. Entry into a Material Definitive Agreement.
On April 18, 2019, Actinium Pharmaceuticals, Inc. (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with William Blair & Company, L.L.C.,
as
representative of the several underwriters named therein
(the “Underwriters”), relating to the issuance and
sale (the “Offering”) of 42,860,000 shares (the “Shares”) of the Company’s common stock, $0.001 par
value per share (the “Common Stock”), and warrants to purchase 42,860,000 shares of Common Stock (the “Warrants”).
Each share of Common Stock is being sold together with a warrant to purchase one share of Common Stock, at a price to the public
of $0.385 per share and related warrant (the “Offering Price”). Pursuant to the terms of the Underwriting Agreement,
the Underwriters have agreed to purchase the Shares and warrants from the Company at a price of $0.358 per share and related warrant.
The Warrants will be exercisable commencing on the issuance date at an exercise price equal to $0.50 per whole share of Common
Stock, subject to adjustments as provided under the terms of the Warrants. The Warrants are exercisable for five years from the
date of issuance. The Company may redeem the Warrants for $0.001 per warrant if its Common Stock closes above $1.50 per share for
ten consecutive days.
The Warrants are being issued pursuant to a common stock purchase warrant
(“Form of Warrant”).
The gross proceeds to the Company from
the sale of the Shares and Warrants are expected to be approximately $16.5 million. Net proceeds to the Company, after deducting
the underwriting discounts and other estimated offering expenses payable by the Company, are expected to be approximately $15.1
million. The Offering is expected to close on April 23, 2019, subject to the satisfaction of customary closing conditions.
This Offering is being made pursuant to
the Company’s effective shelf registration statement on Form S-3 (File No. 333-216748) filed with the Securities and
Exchange Commission on March 16, 2017, and declared effective on October 12, 2017, including the base prospectus dated October
24, 2017 included therein and the related preliminary prospectus supplement and prospectus supplement.
The Underwriting Agreement contains customary
representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the
Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties,
and termination provisions.
Pursuant to the Underwriting Agreement,
subject to certain exceptions, the Company and its directors and officers have agreed not to sell or otherwise dispose of any of
the Company’s securities held by them for a period ending 90 days after the date of the final prospectus supplement relating
to the Offering without first obtaining the written consent of the Underwriters.
The foregoing is only a brief description
of the material terms of the Underwriting Agreement and Form of Warrant, does not purport to be a complete description of the rights
and obligations of the parties thereunder, and each is qualified in its entirety by reference to the Underwriting Agreement and
form of Warrant that are filed as Exhibits 1.1 and 4.1, respectively, to this Current Report on Form 8-K and incorporated by reference
herein.
The Underwriting Agreement has been attached
hereto as an exhibit to provide investors and security holders with information regarding its terms. It is not intended to provide
any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement
were made only for purposes of the Underwriting Agreement and as of specific dates, were solely for the benefit of the parties
to the Underwriting Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified
by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.
The legal opinion of The Matt Law Firm,
PLLC relating to the Common Stock and Warrants being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.