Form 8-K - Current report

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 30, 2023

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 Class I Directors

On November 30, 2023, Actinium Pharmaceuticals, Inc. (the “Company”) held its 2023 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 November 9, 2023 (the “Proxy Statement”), the term of each of the Company’s Class I directors was scheduled to expire at the Annual Meeting, and the Company’s board of directors (the “Board”) nominated each director for re-election at the Annual Meeting.

At the Annual Meeting, each of David Nicholson and Richard I. Steinhart was elected as a Class I director of the Board to serve for a term expiring at the Company’s 2026 annual meeting of stockholders.

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

A total of 16,495,465 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. The following two proposals were submitted to the Company’s stockholders at the Annual Meeting:

(1)	To elect each of David Nicholson and Richard I. Steinhart as a Class I director to serve for a three-year term that expires at the 2026 Annual Meeting of Stockholders, or until his successor is elected and qualified or until his earlier resignation or removal:

Director	For	Withhold	Broker Non-Votes
David Nicholson	3,959,659	3,275,844	9,087,835
Richard I. Steinhart	5,630,379	1,777,251	9,087,835

(2)	To ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023:

For		Against		Abstain		Broker Non-Votes
15,842,146		372,774		280,545		N/A

For more information about the foregoing proposals, see the Proxy Statement, 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.

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: December 1, 2023	/s/ Sandesh Seth
	Name: Sandesh Seth
	Title: Chairman and Chief Executive Officer

Cover	Nov. 30, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 30, 2023
Entity File Number	001-36374
Entity Registrant Name	ACTINIUM PHARMACEUTICALS, INC.
Entity Central Index Key	0001388320
Entity Tax Identification Number	74-2963609
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	275 Madison Avenue
Entity Address, Address Line Two	7th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10016
City Area Code	646
Local Phone Number	677-3870
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	ATNM
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false