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): November 18, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Election of Two Class I Directors

 

On November 18, 2020, Actinium Pharmaceuticals, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”). As previously reported in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 7, 2020 (the “2020 Proxy”), the terms of the Company’s two Class I directors were scheduled to expire at the Annual Meeting, and the Company’s board of directors (the “Board”) nominated each of them for re-election at the Annual Meeting.

 

At the Annual Meeting, David Nicholson and Richard I. Steinhart were elected as Class I directors of the Board to serve for a term expiring at the Company’s 2023 annual meeting of stockholders.

 

Amendment to the Actinium Pharmaceutical, Inc. 2019 Plan

 

At the Annual Meeting, the stockholders approved the Amendment (the “Amendment”) to the Actinium Pharmaceuticals, Inc. 2019 Plan (the “2019 Plan”) to increase the number of shares of common stock available for issuance pursuant to awards under the 2019 Plan by an additional 2,750,000 shares, to a total of 3,083,333 shares of the Company’s common stock.

 

For more information about the matters above, see the Company’s 2020 Proxy, the relevant portions of which are incorporated herein by reference. The description of the 2019 Plan and the Amendment above and such portions of the 2020 Proxy are qualified in their entirety by reference to the full text of the 2019 Plan, as implemented by the Board and previously approved by the stockholders on December 18, 2019, and the Amendment, filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

A total of 9,467,356 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting. Holders of the Company’s common stock were entitled to one vote per share. At the Company’s Annual Meeting, the following three proposals were submitted to the Company’s stockholders:

 

(1) Election of two directors to serve as Class I directors on the Company’s Board of Directors to serve until our 2023 Annual Meeting of Stockholders or until successors have been duly elected and qualified or until their earlier resignation or removal:

 

Director     For        Against        Withheld /Abstained        Broker Non-Votes   
David Nicholson     3,384,556       0       872,844       5,209,956  
Richard I. Steinhart     3,563,430       0       693,970       5,209,956  

 

(2) Approval of an amendment to the Actinium Pharmaceuticals, Inc. 2019 Plan to increase the total number of shares of common stock authorized for issuance under such plan from 333,333 by 2,750,000 to a total of 3,083,333 shares:

For     Against     Withheld /Abstained     Broker Non-Votes  
  2,731,692       1,318,190       207,518       5,209,956  

 

(3) Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year:

For     Against     Withheld /Abstained     Broker Non-Votes  
  8,996,462       295,540       175,354       0  

For more information about the foregoing proposals, see the Company’s 2020 Proxy, the relevant portions of which are incorporated herein by reference.

The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

1

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number   Description
10.1   Actinium Pharmaceuticals, Inc. 2019 Plan
10.2   Amendment to the Actinium Pharmaceuticals, Inc. 2019 Plan

 

2

 

  

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:  November 20, 2020

/s/ Sandesh Seth

  Name: Sandesh Seth
  Title: Chairman and Chief Executive Officer

 

3