Current Report Filing (8-k)
November 20 2020 - 5:01PM
Edgar (US Regulatory)
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
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001-36374
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74-2963609
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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ATNM
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NYSE American
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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)
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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:
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Director
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For
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Against
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Withheld /Abstained
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Broker
Non-Votes
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David Nicholson
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3,384,556
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0
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872,844
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5,209,956
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Richard I. Steinhart
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3,563,430
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0
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693,970
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5,209,956
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(2)
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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:
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For
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Against
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Withheld /Abstained
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Broker Non-Votes
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2,731,692
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1,318,190
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207,518
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5,209,956
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(3)
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Ratification of the appointment of Marcum LLP as the Company’s independent registered
public accounting firm for the 2020 fiscal year:
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For
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Against
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Withheld /Abstained
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Broker Non-Votes
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8,996,462
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295,540
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175,354
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0
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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.
Item 9.01 Financial Statements and Exhibits.
(d) 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.
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Actinium Pharmaceuticals, Inc.
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Date: November 20, 2020
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/s/ Sandesh Seth
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Name: Sandesh Seth
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Title: Chairman and Chief Executive Officer
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