Current Report Filing (8-k)
August 15 2018 - 5:07PM
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):
August 9, 2018
ACTINIUM PHARMACEUTICALS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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000-52446
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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
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10016
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(646) 677-3870
N/A
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(Former name or former address, if changed since last report)
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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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☐
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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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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.
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Item 4.01 Changes in
Registrant’s Certifying Accountant
On August 9, 2018,
Actinium Pharmaceuticals, Inc. (the “Company”) engaged Marcum LLP (“Marcum”) as its independent registered
public accountants. This engagement occurred in connection with the Company’s prior independent public accountants, GBH CPAs,
PC (“GBH”) resigning as a result of combining its practice with Marcum effective July 1, 2018. The engagement of Marcum
has been approved by the Audit Committee of the Company’s Board of Directors.
Pursuant to applicable rules, the Company
makes the following additional disclosures:
(a) GBH’s reports
on the consolidated financial statements of the Company as at and for the fiscal years ended December 31, 2017 and 2016 did not
contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope
or accounting principles.
(b) During the fiscal
years ended December 31, 2017 and 2016 and through August 9, 2018, there were no disagreements with GBH on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to GBH’s satisfaction
would have caused it to make reference thereto in connection with its reports on the financial statements for such years. During
the fiscal years ended December 31, 2017 and 2016 and through August 9, 2018, there were no events of the type described in Item
304(a)(1)(v) of Regulation S-K.
(c) During the fiscal
years ended December 31, 2017 and 2016 and through August 9, 2018, the Company did not consult with Marcum with respect to any
matter whatsoever including without limitation with respect to any of (i) the application of accounting principles to a specified
transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements;
or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event
of the type described in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided
GBH with a copy of the foregoing disclosure and requested that it furnish the Company with a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the statements made therein. A copy of such letter, dated August 9, 2018,
is filed as Exhibit 16.1 to this Report.
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.
Dated: August 15, 2018
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ACTINIUM PHARMACEUTICALS, INC.
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By:
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/s/ Sandesh Seth
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Name:
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Sandesh Seth
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Title:
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CEO & Chairman
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Actinium Pharmaceuticals (AMEX:ATNM)
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