UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 16,
2020
ACTINIUM
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware |
|
001-36374 |
|
74-2963609 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
275 Madison Avenue, 7th Floor, New York, NY
10016
(Address
of Principal Executive Offices)
Registrant’s
telephone number: (646) 677-3870
(Former
name or former address, if changed since last
report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General
Instruction A.2. below):
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
ATNM |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging
growth company ☐
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 13(a) of the Exchange Act. ☐
Item
1.01 Entry Into a Material Definitive Agreement.
On
June 16, 2020, Actinium Pharmaceuticals, Inc. (the
“Company”) commenced a public offering (the
“Offering”) of its common stock, par value $0.001 per
share (the “Common Stock”) or Common Stock
equivalents in lieu thereof. Subsequently, on June 16, 2020, the
Company announced the pricing of the Offering of an aggregate of
76,923,077 shares of Common Stock (or Common Stock equivalents in
lieu thereof ) at a public offering price of $0.3250 per share. The
Offering was made pursuant to the Company’s shelf registration
statement on Form S-3 (File No. 333-216748) initially filed with
the Securities and Exchange Commission (the
“Commission”) on March 16, 2017, as subsequently
amended and declared effective by the Commission on October 12,
2017. A preliminary prospectus supplement and final prospectus
supplement and the accompanying prospectus relating to the Offering
have been filed with the Commission.
In
the Offering, the Company will issue up to an aggregate of
55,653,846 shares of Common Stock (the “Shares”) and
pre-funded warrants (the “Pre-funded Warrants”) to
purchase up to 21,269,231 shares of Common Stock, at an exercise
price of $0.0001 per share. The Pre-funded Warrants will be sold at
$0.3249 per Pre-Funded Warrant. The Pre-Funded Warrants will be
immediately exercisable and may be exercised at any time after
their original issuance until such Pre-funded Warrants are
exercised in full. A holder of a Pre-funded Warrant may not
exercise any portion of such holder’s Pre-funded Warrants to the
extent that the holder would own more than 4.99% (or, at the
election of the holder, 9.99%) of the Company’s outstanding shares
of Common Stock immediately after exercise, except that upon at
least 61 days’ prior notice from the holder to the Company, the
holder may increase the amount of ownership of outstanding shares
of Common Stock after exercising the holder’s Pre-funded Warrants
up to 9.99% of the number of shares of Common Stock outstanding
immediately after giving effect to the exercise, as such percentage
ownership is determined in accordance with the terms of the
Pre-funded Warrants.
The
net proceeds to the Company from the Offering are expected to be
approximately $22.8 million, after deducting placement agent fees
and estimate offering expenses payable by the Company. The Company
anticipates using the net proceeds from the Offering to complete
its ongoing pivotal, Phase 3 SIERRA trial for its lead product
candidate Iomab-B, prepare and submit a Biologics License
Application to the U.S. Food and Drug Administration and Marketing
Authorization Application to the European Medicines Agency, as well
as commercialization activities for Iomab-B in the United States.
The Company will also use the net proceeds to progress Phase 1
trials for its refocused CD33 program to the proof of concept
stage, to support its AWE Technology Platform, Iomab-ACT program
and research and development and for general working capital needs.
The Offering is expected to close on or about June 19, 2020,
subject to satisfaction of customary closing conditions.
In
connection with the Offering, on June 17, 2020, the Company entered
into a securities purchase agreement (the “Purchase
Agreement”) with certain institutional investors in the
Offering. In the Purchase Agreement, the Company agreed not to
issue, enter into any agreement to issue or announce the issuance
or proposed issuance of any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for
Common Stock for a period of 30 days following the closing of the
Offering. In addition, the Company agreed not to effect or enter
into an agreement to effect any issuance of Common Stock or common
stock equivalents involving a variable rate transaction, as defined
in the Purchase Agreement, for a period of six months following the
closing of the Offering, subject to certain exceptions.
H.C. Wainwright & Co., LLC (“Wainwright”) served
as our exclusive lead placement agent on a reasonable best efforts
basis in connection with the Offering, pursuant to that engagement
letter, dated as of June 15, 2020, between the Company and
Wainwright (the “Engagement Letter”). Pursuant to the
Engagement Letter, the Company will pay the placement agents a cash
fee of 7.0% of the aggregate gross proceeds of the Offering and
reimburse Wainwright for a non-accountable expense allowance of
$25,000, clearing expense of $12,900 and up to $100,000 in legal
fees.
The
Engagement Letter and the Purchase Agreement contain customary
representations and warranties, agreements and obligations,
conditions to closing and termination provisions.
The
legal opinion of Haynes and Boone, LLP relating to the legality of
the issuance and sale of the Shares, the Pre-Funded Warrants and
shares of Common Stock underlying the Pre-Funded Warrants is
attached as Exhibit 5.1 to this Current Report on Form
8-K.
The
foregoing descriptions of terms and conditions of the Purchase
Agreement and the Pre-funded Warrants do not purport to be complete
and are qualified in their entirety by the full text of the form of
the Purchase Agreement and the form of Pre-funded Warrant, which
are attached hereto as 10.1 and 4.1, respectively.
Item
8.01 Other Events.
On
June 16, 2020, the Company issued a press release announcing the
Offering. A copy of the press release is attached as Exhibit 99.1
to this Current Report on Form 8-K and is hereby incorporated by
reference herein.
On
June 16, 2020, the Company issued a press release announcing the
pricing of the Offering. A copy of the press release is attached as
Exhibit 99.2 to this Current Report on Form 8-K and is hereby
incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
Actinium
Pharmaceuticals, Inc. |
| |
|
| Date:
June 18, 2020 |
/s/
Sandesh Seth
|
| |
Name:
Sandesh Seth |
| |
Title:
Chairman and Chief Executive Officer |
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