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 1, 2024

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.)

100 Park Ave., 23rd Floor, New York, NY 10017

(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

On November 1, 2024, June Almenoff, M.D., Ph.D., was appointed as a director of Actinium Pharmaceuticals, Inc. (the “Company”) and was also appointed to serve as a member of the Nominating and Corporate Governance Committee. Dr. Almenoff was appointed as a Class III director having a term expiring at the Company’s 2025 Annual Meeting of Stockholders, or until her successor has been duly elected and qualified or until her earlier resignation or removal.

On November 1, 2024, in connection with Dr. Almenoff’s appointment, the Company granted Dr. Almenoff stock options to purchase 50,000 shares of common stock of the Company with an exercise price of $1.71 per share pursuant to a stock option agreement under the Company’s Amended and Restated 2019 Stock Plan. Such options vest as follows: (i) 28% of the options shall vest on the 12-month anniversary of the date of grant, and (ii) 2% of the options shall vest each month from the date of grant, until fully vested.

There are no arrangements or understandings between Dr. Almenoff and any other person pursuant to which she was selected as a director of the Company. There is no family relationship between Dr. Almenoff and any director or executive officer of the Company. There are no transactions between Dr. Almenoff and the Company that would be required to be reported under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

Item 8.01 Other Events.

On November 4, 2024, the Company issued a press release announcing the appointment of Dr. Almenoff. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated November 4, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 5, 2024	/s/ Sandesh Seth
	Name:	Sandesh Seth
	Title:	Chairman and Chief Executive Officer

Exhibit 99.1

Actinium Pharmaceuticals Appoints Accomplished Biopharma Industry Executive June Almenoff, M.D., Ph.D. to its Board of Directors

	-	Dr. Almenoff brings more than 25 years of drug development and leadership experience to the Actinium Board of Directors

	-	Dr. Almenoff to join Actinium’s Nominating and Corporate Governance Committee

NEW YORK, NY – November 04, 2024 – Actinium Pharmaceuticals, Inc. (NYSE AMERICAN: ATNM) (Actinium or the Company), a leader in the development of Antibody Radiation Conjugates (ARCs) and other targeted radiotherapies, today announced the appointment of June Almenoff, M.D., Ph.D. to its Board of Directors. Dr. Almenoff is an accomplished biopharma executive with over 25 years of senior leadership and drug development experience. She currently serves as a Board Director and advisor to numerous biopharma companies.

Sandesh Seth, Actinium’s Chairman and CEO, stated, “Through her career, June has amassed significant experience in translational research, drug development and business development that has resulted in multiple approved products and value creation. Her experience will be invaluable to Actinium and we are delighted to add Dr. Almenoff to the Actinium Board.”

Dr. Almenoff served as President and Chief Medical Officer of Furiex Pharmaceuticals, which was acquired by Actavis plc (now AbbVie) for $1.2B. Furiex developed eluxadoline (Viberzi®), which was approved both in the United States and Europe. She also served as Chief Medical Officer of RedHill Biopharma Ltd (Nasdaq: RDHL) leading a team whose work led to the recognition of Talicia® as a first-line therapy for H. pylori. Earlier in her career, Dr. Almenoff was at GlaxoSmithKline (GSK) for 12 years, where she held various positions of increasing responsibility. She was a Vice President in the Clinical Safety Organization, chaired a PhRMA-FDA working group, and worked in the area of scientific licensing. She also led the development of pioneering data analytics systems, which have been widely adopted by industry and regulators to minimize clinical risk for pharmaceutical products.

Dr. Almenoff has strong expertise in translational medicine, clinical development, commercial strategy, and business development across many therapeutic areas, and has led or contributed to numerous regulatory submissions, product approvals and launches. She is a member of the investment advisory board of the Harrington Discovery Institute, a director on the board of Avalo Therapeutics, Inc. (Nasdaq: AVTX) and Tenax Therapeutics (Nasdaq: TENX).

Dr. Almenoff added, “Targeted radiotherapy has become an important treatment option for patients in multiple oncology indications, which I believe will only continue to expand. I am impressed by Actinium’s innovative R&D, clinical development experience and capabilities, as well as its proprietary Actinium-225 manufacturing technology. Collectively, Actinium has the vision and components to become a leading fully integrated specialty radiopharmaceutical company. I am excited to join the Actinium Board and look forward to working to help the company realize its vision and create value for patients and shareholders alike.”

Dr. Almenoff received her B.A. cum laude from Smith College and graduated with Alpha Omega Alpha honors from the M.D.-Ph.D. program at the Icahn (Mt. Sinai) School of Medicine. She completed post-graduate medical training at Stanford University Medical Center and served on the faculty of Duke University School of Medicine. She is an adjunct professor at Duke, a Fellow of the American College of Physicians (FACP) and has authored over 70 publications.

About Actinium Pharmaceuticals, Inc.

Actinium develops Antibody Radiation Conjugates ("ARCs") and other targeted radiotherapies intended to meaningfully improve outcomes for people who have failed existing oncology therapies. Iomab-B is an induction and conditioning agent prior to bone marrow transplant in patients with relapsed and refractory acute myeloid leukemia ("r/r AML"), which Actinium is seeking a potential strategic partner for in the U.S. The company continues to advance its development for product candidate Actimab-A, a therapeutic agent that has demonstrated potential activity in r/r AML patients. In addition, Actinium is engaged with the National Cancer Institute ("NCI") under the Cooperative Research and Development Agreement ("CRADA") for development of Actimab-A in AML and other myeloid malignancies. Iomab-ACT, Actinium's next generation conditioning candidate, is being developed with the goal of improving patient access and outcomes for potentially curative cell and gene therapies. In addition, the company's R&D efforts are primarily focused on advancing several preclinical programs for solid tumor indications. Actinium holds more than 235 patents and patent applications including several patents related to the manufacture of the isotope Ac-225 in a cyclotron.

For more information, please visit: https://www.actiniumpharma.com/

Forward-Looking Statements

This press release may contain projections or other "forward-looking statements" within the meaning of the "safe-harbor" provisions of the private securities litigation reform act of 1995 regarding future events or the future financial performance of the Company which the Company undertakes no obligation to update. These statements are based on management's current expectations and are subject to risks and uncertainties that may cause actual results to differ materially from the anticipated or estimated future results, including the risks and uncertainties associated with preliminary study results varying from final results, estimates of potential markets for drugs under development, clinical trials, actions by the FDA and other governmental agencies, regulatory clearances, responses to regulatory matters, the market demand for and acceptance of Actinium's products and services, performance of clinical research organizations and other risks detailed from time to time in Actinium's filings with the Securities and Exchange Commission (the "SEC"), including without limitation its most recent annual report on form 10-K, subsequent quarterly reports on Forms 10-Q and Forms 8-K, each as amended and supplemented from time to time.

Investors:

investorrelations@actiniumpharma.com

Cover	Nov. 01, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 01, 2024
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	100 Park Ave.
Entity Address, Address Line Two	23rd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
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