Current Report Filing (8-k)
November 09 2021 - 5:12PM
Edgar (US Regulatory)
0001388320
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0001388320
2021-11-09
2021-11-09
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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 9, 2021
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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☐
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Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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 II Directors
On November 9,
2021, Actinium Pharmaceuticals, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual
Meeting”). As previously reported in the Company’s definitive proxy statement filed with the Securities and Exchange
Commission (the “SEC”) on October 18, 2021 (as supplemented by the definitive additional materials filed with the
SEC on November 5, 2021, the “2021 Proxy”), the terms of the Company’s two Class II
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,
Sandesh Seth and Jeffrey W. Chell were elected as Class II directors of the Board to serve for a term expiring at the Company’s
2024 annual meeting of stockholders.
Amendment to the Actinium Pharmaceutical,
Inc. 2019 Plan
At the Annual Meeting, stockholders approved the Second Amendment (the “Second Amendment”) to the Actinium Pharmaceuticals, Inc. 2019 Plan,
as amended by the first amendment to Actinium Pharmaceuticals Inc. 2019 Plan, effective November 18, 2020 (as amended, the “2019
Plan”), to increase the number of shares of common stock available for issuance pursuant to awards under the 2019 Plan by 2,750,000 shares,
to a total of 5,833,333 shares of the Company’s common stock.
For more information
about the matters above, see the Company’s 2021 Proxy, the relevant portions of which are incorporated herein by reference. The
description of the Second Amendment above and such portions of the 2021 Proxy are qualified in their entirety by reference to the full
text of the Second Amendment, filed as Exhibits 10.1 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 12,755,273
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 II directors on the Company’s Board of Directors for a term that expires at the 2024 Annual Meeting of Stockholders,
or until each director’s successor is elected and qualified or until such director’s 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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Sandesh Seth
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4,075,776
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0
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2,111,222
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6,568,275
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Jeffrey W. Chell
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5,144,927
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0
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1,042,071
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6,568,275
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(2)
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Approval of an amendment to the Actinium
Pharmaceuticals’ Inc. 2019 Plan, as amended by the first amendment to Actinium Pharmaceuticals Inc. 2019 Plan, to increase
the total number of shares of common stock authorized for issuance under such plan from 3,083,333 by 2,750,000, to a total of 5,833,333
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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3,740,294
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2,212,770
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233,934
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6,568,275
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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 2021 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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12,371,473
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137,529
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246,271
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0
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For more information
about the foregoing proposals, see the Company’s 2021 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 9, 2021
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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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