As filed with the Securities and Exchange Commission on  October 28, 2013
Registration No. 333-191468


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM S-1
 
(Amendment No. 1)

 REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 
 

 
ACTINIUM PHARMACEUTICALS, INC.
(FORMERLY CACTUS VENTURES, INC.)
(Exact name of registrant as specified in its charter)
 
Delaware
 
2834
 
000-52446
(State or other jurisdiction
of incorporation or
organization)
 
(Primary Standard
Industrial Classification
Code Number)
 
(I.R.S. Employer
Identification Number)
 
501 Fifth Avenue, 3rd Floor
New York, NY 10017
(646) 459-4201
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
 
Action Stock Transfer Corporation
2469 E. Fort Union Blvd., Suite 214
Salt Lake City, UT 84121
(801) 274-1088
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)
 
Copies to:
 
 
Thomas Slusarczyk, Esq.
Hiscock & Barclay LLP
One Park Place
300 South State Street
Syracuse, New York 13202
Tel No.: (315) 235-2299
Fax No.: (315) 624-7359
 
 
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  x
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.
 
Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
x
(Do not check if a smaller reporting company)
 


 
 

 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class Of Securities to be Registered
 
Amount to
be
Registered
(1)
   
Proposed
Maximum
Offering
Price
per share
(2)
   
Proposed
Maximum
Aggregate Offering
Price
   
Amount of
Registration
Fee
 
                                 
Common stock, $0.001 par value per share
   
5,329,500
   
$
1.65
(2)
 
$
8,793,675
   
$
1,199.46
 
                                 
Common stock, $0.001 par value per share
   
10,832,819
   
$
0.78
(2)
 
$
8,449,599
   
$
1,152.52
 
                                 
Common stock, $0.001 par value per share, issuable upon exercise of the Series B warrants
   
1,559,438
   
$
2.48
(3)
 
$
3,867,406
   
$
527.51
 
                                 
Common stock, $0.001 par value per share, issuable upon exercise of the Stock Offering warrants
   
2,673,652
   
$
0.78
(3)
 
$
2,085,449
   
$
284.46
 
                                 
Common stock, $0.001 par value per share, issuable upon exercise of  consulting firm warrants
   
3,755,562
   
$
0.01
(3)
 
$
37,556
   
$
5.12
 
                                 
Common stock, $0.001 par value per share, issuable upon exercise of  placement agent warrants
   
1,120,499
   
$
0.78
(3)
 
$
873,990
   
$
119.21
 
                                 
Common stock, $0.001 par value per share, issuable upon exercise of  placement agent warrants
   
464,027
   
$
2.48
(3)
 
$
1,150,787
   
$
156.97
 
                                 
Total
   
25,735,497
                   
$
3,445.25
 
 
(1)
This registration statement includes an indeterminate number of additional shares of common stock issuable for no additional consideration pursuant to any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration, which results in an increase in the number of outstanding shares of our common stock. In the event of a stock split, stock dividend or similar transaction involving our common stock, in order to prevent dilution, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933, as amended.
 
(2)
Calculated based upon the sales price of the common stock held by the selling stockholders named in this Registration Statement.
 
(3)
Calculated based upon the exercise price of the warrants held by the selling stockholders named in this Registration Statement.
 
*
Filing fee previously paid.
 
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the commission, acting pursuant to said Section 8(a), may determine.
 
 
 

 
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION
DATED October 28, 2013
 
25,735,497 Shares of Common Stock
 
ACTINIUM PHARMACEUTICALS, INC.
 
This prospectus covers the sale by the selling stockholders of up to (i) 16,162,319 shares of common stock, par value $0.001 per share, held by the selling stockholders, (ii) 1,559,438 shares of our common stock issuable upon exercise of Series B warrants held by the selling stockholders at an exercise price of $2.48 per share, (iii) 2,673,652 shares of our common stock issuable upon exercise of the 2011 stock offering (the “Stock Offering”) warrants held by the selling stockholders at an exercise price of $0.78 per share, (iv) 3,755,562 shares of our common stock issuable upon exercise of consulting firm warrants held by the selling stockholders at an exercise price of $0.01 per share, (v) 1,120,499 shares of our common stock issuable upon exercise of placement agent warrants held by the selling stockholders at an exercise price of $0.78 per share, (vi) 464,027 shares of our common stock issuable upon exercise of placement agent warrants held by the selling stockholders at an exercise price of $2.48 per share. Our common stock issuable upon the exercise of Series A Warrants are not being offered because they have been either exercised and converted into common stock or expired as of May 28, 2013.  The shares being sold by the selling stockholders were issued to them in private placement transactions which were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”). Our common stock and warrants are more fully described in “Description of Securities.”
 
These shares will be offered for sale by the selling shareholders in accordance with the “Plan of Distribution.” We will not receive any proceeds from sales of shares of our common stock or warrants by the selling stockholders. However, to the extent the warrants are exercised for cash, if at all, we will receive the exercise price of the warrants. We will pay the expenses incurred in connection with the offering described in this prospectus, with the exception of brokerage expenses, fees, discounts and commissions, which will be paid by selling stockholders.
 
Our common stock is presently traded on the OTCQB under the symbol ATNM. On October 24, 2013, the last sale price of our shares as reported by the OTCQB was $5.00 per share. The prices at which the selling stockholders may sell the shares of common stock that are part of this offering may be market prices prevailing at the time of sale, at negotiated prices, at fixed prices, or at varying prices determined at the time of sale. See “Plan of Distribution.”
  
We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. An investment in our common stock may be considered speculative and involves a high degree of risk, including the risk of a substantial loss of your investment. See “Risk Factors” beginning on page 6 to read about the risks you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
The date of this prospectus is  __________, 2013
 
 
2

 
TABLE OF CONTENTS
 
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6
18
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37
44
45
53
54
58
62
64
66
71
72
72
72
71
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION OF  SECURITIES ACT LIABILITIES
 
F-1
 
Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision.
 
You should rely only on information contained in this prospectus. We have not authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.
 
 
PROSPECTUS SUMMARY
 
This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire prospectus, including “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements, before making an investment decision. Our actual results may differ significantly from the results discussed in these forward-looking statements as a result of certain factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” All references to “we,” “us,” “our,” and the “Company” mean Actinium Pharmaceuticals, Inc. and its subsidiary Actinium Corporation.
 
Business Overview
 
We are a biopharmaceutical company focused on the $54 billion market for cancer drugs. Our most advanced products are Actimab™-A, an antibody-drug construct containing actinium 225 (Ac-225), currently in human clinical trials for acute myeloid leukemia (AML) and Iomab™-B, an antibody-drug construct containing iodine 131 (I-131), used in myeloconditioning for hematopoietic stem cells transplantation (HSCT) in various indications. The Company is currently designing a trial which the Company intends to submit for registration approval in HSCT in the settings of refractory and relapsed acute myeloid leukemia in older patients. The Company is developing its cancer drugs using its expertise in radioimmunotherapy. In addition, the Ac-225 based drugs development relies on the patented Alpha Particle Immunotherapy Technology (APIT) platform technology co-developed with Memorial Sloan- Kettering Cancer Center, whose indirect subsidiary, Actinium Holdings Ltd., is a significant stockholder of the Company. The APIT technology couples monoclonal antibodies (mAb) with extremely potent but comparatively safe alpha particle emitting radioactive isotopes, in particular actinium 225 and bismuth 213. The final drug construct is designed to specifically target and kill cancer cells while minimizing side effects. The Company intends to develop a number of products for different types of cancer and derive revenue from partnering relationships with large pharmaceutical companies and/or direct sales of its products in specialty markets in the U.S.
 
Since our inception on June 13, 2000, we have not generated any revenues, and as of December 31, 2012, we have incurred net losses of $55,743,463. As of December 31, 2012 and June 30, 2013 our cash balance was $5,618,669, and $5,650,328, respectively, and we need up to $25 million in cash to finance research and development and to cover our ongoing working capital needs. If we do not raise any additional funding, we will be able to continue our operations through August of 2014. If we raise 25% of the needed funds, we will be able to conduct our planned operations through the end of 2014 and into 2015. If we raise 50% of the needed funds, we will be able to conduct our planned development programs through the first half of 2015. If we raise 75% or more of the needed funds, we will be able to accelerate our planned development programs through 2015 and into the first quarter of 2016.  Our first product is not expected to be commercialized until at least 2017. In the second quarter of 2013 we issued shares of common stock pursuant to the exercise of A-Warrants originally issued in connection with a private placement that closed in January 2013.  The warrants were exercised at $1.65 per share, resulting in gross proceeds of $3,457,087 for the Company.  As the remainder of the outstanding warrants are exercisable on a cashless basis there can be no assurance that we will be able to realize any proceeds from their exercise.
 
Corporate Information
 
Our principal executive offices are located at 501 Fifth Avenue, 3rd Floor, New York, NY 10017 and our telephone number is (646) 459-4201. Our website address is  www.actiniumpharmaceuticals.com. The information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part. The information on our website is not part of this prospectus.
 
THE OFFERING
 
Common stock offered by selling stockholders
 
25,735,497 shares of our common stock including: up to (i) 16,162,319 shares of common stock, par value $0.001 per share, held by the selling stockholders, (ii) 1,559,438 shares of our common stock issuable upon exercise of Series B warrants held by the selling stockholders at an exercise price of $2.48 per share, (iii) 2,673,652 shares of our common stock issuable upon exercise of the 2011 stock offering (the “Stock Offering”) warrants held by the selling stockholders at an exercise price of $0.78 per share, (iv) 3,755,562 shares of our common stock issuable upon exercise of consulting firm warrants held by the selling stockholders at an exercise price of $0.01 per share, (v) 1,120,499 shares of our common stock issuable upon exercise of placement agent warrants held by the selling stockholders at an exercise price of $0.78 per share, (vi) 464,027 shares of our common stock issuable upon exercise of placement agent warrants held by the selling stockholders at an exercise price of $2.48 per share. Our common stock issuable upon the exercise of Series A Warrants are not being offered because they have been either exercised and converted into common stock or expired as of May 28, 2013.
     
Common stock outstanding before the offering
 
23,656,583 shares of common stock (1)
     
Common stock outstanding after the offering
 
33,229,761 shares of common stock (2)
     
Use of proceeds
 
We will not receive any proceeds from the sale of the common stock by the selling stockholders. However, we may receive up to approximately $8,015,188 in the aggregate upon the exercise of the warrants if the holders exercise them for cash. However, we do not expect proceeds from the exercise of the outstanding B- warrants, Stock Offering warrants, consulting firm warrants, and placement agent warrants since these warrants contain cash-less exercise provisions. The registration of common stock pursuant to this prospectus does not necessarily mean that any of those shares will ultimately be offered or sold by the selling stockholders. We intend to use the proceeds, if any, received from any cash exercise of the warrants for working capital and general corporate purposes.
     
Trading Symbol
 
ATNM
     
Risk Factors
 
The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors”.
 

 
 
(1)
Based upon the total number of issued and outstanding shares as of October 25, 2013
 
(2)
Based upon the total number of issued and outstanding shares as of October 25, 2013, and including (i) 1,559,438 shares of our common stock issuable upon exercise of Series B warrants held by the selling stockholders at an exercise price of $2.48 per share, (ii) 2,673,652 shares of our common stock issuable upon exercise of the Stock Offering warrants held by the selling stockholders at an exercise price of $0.78 per share, (iii) 3,755,562 shares of our common stock issuable upon exercise of consulting firm warrants held by the selling stockholders at an exercise price of $0.01 per share, (iv) 1,120,499 shares of our common stock issuable upon exercise of placement agent warrants held by the selling stockholders at an exercise price of $0.78 per share, (v) 464,027 shares of our common stock issuable upon exercise of placement agent warrants held by the selling stockholders at an exercise price of $2.48 per share.
 
 
5

 
RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this Registration Statement, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our shares of common stock could decline and you may lose all or part of your investment. See “Cautionary Note Regarding Forward Looking Statements” above for a discussion of forward-looking statements and the significance of such statements in the context of this Registration Statement.

Risks Related to Our Business

We have generated no revenue from commercial sales to date and our future profitability is uncertain.

We have a limited operating history and our business is subject to all of the risks inherent in the establishment of a new business enterprise. Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with this development and expansion. Since we began our business, we have focused on research, development and clinical trials of product candidates, and have incurred losses since inception. As of December 31, 2012 and June 30, 2013, we had a deficit accumulated during development stage of approximately $55.7 million and $59.2 million, respectively. If we continue to incur operating losses and fail to become a profitable company, we may be unable to continue our operations. We expect to continue to operate at a net loss as we continue our research and development efforts, continue to conduct clinical trials and develop manufacturing, sales, marketing and distribution capabilities. There can be no assurance that the products under development by us will be approved for sale in the U.S. or elsewhere. Furthermore, there can be no assurance that if such products are approved they will be successfully commercialized, and the extent of our future losses and the timing of our profitability are highly uncertain.
  
If we fail to obtain the capital necessary to fund our operations, we will be unable to continue or complete our product development and you will likely lose your entire investment.

We do not currently have sufficient capital for the development and commercialization of our lead product and we will need to continue to seek capital from time to time to continue development of our lead drug candidates and to acquire and develop other product candidates. Our first product is not expected to be commercialized until at least 2017 and we do not expect that the partnering revenues it will generate will be sufficient to fund our ongoing operations. Our cash balance as of June30, 2012 was $5.7 million. We expect that we will need approximately $4.6 million over the next 12 months to finance research and development and to cover our ongoing working capital needs.
  
Our business or operations may change in a manner that would consume available funds more rapidly than anticipated and substantial additional funding may be required to maintain operations, fund expansion, develop new or enhanced products, acquire complementary products, business or technologies or otherwise respond to competitive pressures and opportunities, such as a change in the regulatory environment or a change in preferred cancer treatment modalities. However, we may not be able to secure funding when we need it or on favorable terms.
  
If we cannot raise adequate funds to satisfy our capital requirements, we will have to delay, scale-back or eliminate our research and development activities, clinical studies or future operations.  We may also be required to obtain funds through arrangements with collaborators, which arrangements may require us to relinquish rights to certain technologies or products that we otherwise would not consider relinquishing, including rights to future product candidates or certain major geographic markets.  We may further have to license our technology to others.  This could result in sharing revenues which we might otherwise have retained for ourselves.  Any of these actions may harm our business, financial condition and results of operations.

The amount of capital we may need depends on many factors, including the progress, timing and scope of our product development programs; the progress, timing and scope of our preclinical studies and clinical trials; the time and cost necessary to obtain regulatory approvals; the time and cost necessary to further develop manufacturing processes and arrange for contract manufacturing; our ability to enter into and maintain collaborative, licensing and other commercial relationships; and our partners’ commitment of time and resources to the development and commercialization of our products.

We have limited access to the capital markets and even if we can raise additional funding, we may be required to do so on terms that are dilutive to you.

We have limited access to the capital markets to raise capital.  The capital markets have been unpredictable in the recent past for radio-immunotherapy and other oncology companies and unprofitable companies such as ours.  In addition, it is generally difficult for development stage companies to raise capital under current market conditions.  The amount of capital that a company such as ours is able to raise often depends on variables that are beyond our control.  As a result, we may not be able to secure financing on terms attractive to us, or at all.  If we are able to consummate a financing arrangement, the amount raised may not be sufficient to meet our future needs.  If adequate funds are not available on acceptable terms, or at all, our business, including our technology licenses, results of operations, financial condition and our continued viability will be materially adversely affected.
 
 
6

 
If we fail to obtain or maintain necessary U.S. Food and Drug Administration clearances for our radio-immunotherapy products, or if such clearances are delayed, we will be unable to commercially distribute and market our products.

Our products are subject to rigorous regulation by the U.S Food and Drug Administration (FDA) and numerous other federal, state and foreign governmental authorities.  The process of seeking regulatory clearance or approval to market a radio-immunotherapy product is expensive and time-consuming and, notwithstanding the effort and expense incurred, clearance or approval is never guaranteed.  If we are not successful in obtaining timely clearance or approval of API products from the FDA, we may never be able to generate significant revenue and may be forced to cease operations.  In particular, the FDA permits commercial distribution of a new radio-immunotherapy product only after the product has received approval of a Biologics License Application (“BLA”) filed with the FDA pursuant to 21 C.F.R. § 314, seeking permission to market the product in interstate commerce in the United States.  The BLA process is costly, lengthy and uncertain.  Any BLA application filed by the Company will have to be supported by extensive data, including, but not limited to, technical, preclinical, clinical trial, manufacturing and labeling data, to demonstrate to the FDA’s satisfaction the safety and efficacy of the product for its intended use.

Obtaining clearances or approvals from the FDA and from the regulatory agencies in other countries could result in unexpected and significant costs for us and consume management’s time and other resources.  The FDA and other agencies could ask us to supplement our submissions, collect non-clinical data, conduct additional clinical trials or engage in other time-consuming actions, or it could simply deny our applications.  In addition, even if we obtain a BLA approval or pre-market approvals in other countries, the approval could be revoked or other restrictions imposed if post-market data demonstrates safety issues or lack of effectiveness.  We cannot predict with certainty how, or when, the FDA will act.  If we are unable to obtain the necessary regulatory approvals, our financial condition and cash flow may be materially adversely affected, and our ability to grow domestically and internationally may be limited.  Additionally, even if cleared or approved, the Company’s products may not be approved for the specific indications that are most necessary or desirable for successful commercialization or profitability.

Our radio-immunotherapy product candidates are in the early stages of development; and we have not demonstrated that any of our products actually cure cancer.

Only two product candidates of the Company are currently in clinical development by the Company.  There is an ongoing physician sponsored Phase I AML trial at MSKCC with a single dose of Actimab™-A.  The Company has also commenced a Phase I/II multi-center AML trial with fractionated doses of Actimab™-A under its own federal Investigational New Drug Application (IND).  Additionally, there are a number of physician IND trials that have been conducted or are currently ongoing at FHCRC with single doses of Iomab™-B.  Neither the Company nor any relevant collaborative partner(s) has yet undertaken any clinical assessment or investigation of Company radio-immunotherapy product candidates for other indications, including colon cancer or prostate cancer.  Significant further investment may be required to acquire antibody rights and to undertake necessary research and continued development.  Further laboratory and specific clinical testing will be required prior to regulatory approval of any product candidates.  Adverse or inconclusive results from pre-clinical testing or clinical trials of product candidates may substantially delay, or halt entirely, any further development of one or more of our products.  The projected timetables for continued development of the technologies and related product candidates by us may otherwise be subject to delay or suspension.
 
Modifications to our product candidates may require federal New Drug Application (NDA) approvals.
 
The NDA application is the vehicle through which the company may formally propose that the FDA approve a new pharmaceutical for sale and marketing in the United States  Once a particular Company product candidate receives FDA approval or clearance, expanded uses or uses in new indications of our products may require additional human clinical trials and new regulatory approvals or clearances, including additional IND and NDA submissions and premarket approvals before we can begin clinical development, and/or prior to marketing and sales.  If the FDA requires new clearances or approvals for a particular use or indication, we may be required to conduct additional clinical studies, which would require additional expenditures and harm our operating results.  If the products are already being used for these new indications, we may also be subject to significant enforcement actions.
 
Conducting clinical trials and obtaining clearances and approvals can be a time-consuming process, and delays in obtaining required future clearances or approvals could adversely affect our ability to introduce new or enhanced products in a timely manner, which in turn would harm our future growth.

There is no guarantee that the FDA will grant NDA approval of our future product candidates and failure to obtain necessary clearances or approvals for our future product candidates would adversely affect our ability to grow our business.

We have recently commenced a multi-center Phase I/II clinical trial for our lead drug candidate, Actimab™-A, in AML and in the future expect to submit an NDA to the FDA for approval of this product.  This drug candidate is also the subject of an ongoing human safety trial being conducted under a physician IND at MSKCC in New York City.  We are in the early stages of evaluating other drug candidates consisting of conjugates of Ac-225 with human or humanized antibodies for pre-clinical and clinical development in other types of cancer.  In June 2012, the Company acquired rights to Iomab™, a Phase II clinical stage monoclonal antibody with safety and efficacy data in more than 250 patients in need of HSCT.  Product candidates utilizing this antibody would also require FDA approval of a NDA.  The FDA may not approve or clear these products for the indications that are necessary or desirable for successful commercialization.  Indeed, the FDA may refuse our requests for NDA market approval of new products, new intended uses or indications to existing or future product candidates.  Failure to receive approval for our new products would have an adverse effect on our ability to expand our business.
 
 
7

 
Clinical trials necessary to support NDA approval of our future product candidates will be time consuming and expensive.  Delays or failures in our clinical trials will prevent us from commercializing our product candidates and will adversely affect our business, operating results and prospects and could cause us to cease operations.

Initiating and completing clinical trials necessary to support NDA approval of Actimab™-A and other product candidates, will be time-consuming and expensive and the outcome uncertain.  Moreover, the results of early clinical trials are not necessarily predictive of future results, and any product candidate we advance into clinical trials may not have favorable results in later clinical trials.  We have worked with the FDA to develop a clinical trial designed to support initial safety and efficacy of Actimab™-A and on October 6, 2008, and January 5, 2009, we submitted IND amendments to the FDA for the conduct of a multi-center Phase I/II clinical trial for treatment of AML.  The trial is now underway with the purpose of examining the use of Actimab™-A in AML patients who are not eligible for approved forms of treatment with curative intent.  The trial is not designed to support final NDA approval of the product candidate and one or more additional trials will have to be conducted in the future before we file a NDA.  In addition, there can be no assurance that the data generated during the trial will meet our chosen safety and effectiveness endpoints or otherwise produce results that will eventually support the filing or approval of a BLA.
 
The issued patents, which are licensed by the Company for the HuM-195 antibody, our acute myeloid leukemia targeting antibody, will begin to expire before we have commercialized Actimab™-A.

The humanized antibody which we use in the conjugated Actimab™-A product candidate is covered by the claims of issued patents that we license from Facet Biotech Corporation, a wholly-owned subsidiary of Abbott Laboratories (“Facet”).  Some of those patents will begin to expire in 2013.  After these patents expire, others may be eventually able to use an antibody with the same sequence in alpha particle drug products based on alpha particle emitters other than actinium 225 and bismuth 213.  Any process that would enable such a competition as described above is likely to require several years of development before achieving our product candidate’s current status and may be subject to significant regulatory hurdles, but is nevertheless a possibility that can affect the Company’s business in the future.

Additionally, because we expect that certain of these patents will expire prior to commercialization of Actimab™-A, the Company expects that in order to attract a commercialization partner for that product candidate, it will may need to reach an agreement with Facet to reduce the milestone payments and royalties currently required to be paid under our license agreement for HuM-195.  There can be no assurance that the parties will be able to agree on an amendment to the terms of the license.  Failure to reach such an agreement could materially adversely affect the Company’s ability to find a commercialization partner for Actimab™-A which may materially harm our business.

The BC8 antibody utilized in Iomab™-B is not patent protected.

The antibody we use in the conjugated Iomab™ product candidate is not covered by the claims of any issued or pending patents.  Accordingly, others may be eventually able to use an antibody with the same sequence in alpha particle drug products based on alpha particle emitters.  Any process that would enable such a competition as described above is likely to require several years of development before achieving our product candidate’s current status and may be subject to significant regulatory hurdles, but is nevertheless a possibility that could negatively impact the Company’s business in the future. 

We may be unable to obtain a sufficient supply of Ac-225 medical grade isotope in order to continue clinical trials and to allow for the manufacture of commercial quantities of Actimab™-A

There are limited quantities of Ac-225 available today.  The existing supplier of Ac-225 to the Company is Oak Ridge National Laboratory (ORNL).  It manufactures Ac-225 by eluting it from its supply of Thorium-229.  Although this has proven to be a very reliable source of production for a number of years, it is limited by the quantity of Thorium-229 at ORNL.  We believe that the current approximate maximum of Ac-225 production from this source is sufficient for approximately 1,000 - 2,000 patient treatments per year.  Since our needs are significantly below that amount at this time, and will continue to be below that for as long as we do not have a commercial product with a potential of selling more than 2,000 patient doses per year, we believe that this supply will be sufficient for completion of clinical trials and early commercialization.  To secure supplies beyond this amount, the Company has developed what it believes to be a scalable cost-effective process for manufacturing Ac-225 in a cyclotron at an estimated cost in excess of $5 million.  This work has been conducted at Technical University Munich (TUM) in Germany.  The Company is now in possession of detailed descriptions of all the developed manufacturing procedures and has rights to all relevant patent applications and other intellectual property.  However, we do not currently have access to a commercial cyclotron capable of producing medical grade Ac-225.  Although beam time on such cyclotrons is commercially available, the Company does not currently have a relationship with any entity that owns or controls a suitable cyclotron.  It has identified possible sources and estimates that it could secure the necessary beam time when needed at a cost of approximately $2 million per year.  The Company’s contract for supply of this isotope from ORNL extends through the end of 2013, is renewable for future years.  However, there can be no assurance that ORNL will decide to renew the contract or that the U.S.  Department of Energy will not change its policies that allow for the sale of isotope to the Company.  Failure to acquire sufficient quantities of medical grade Ac-225 would make it impossible to effectively complete clinical trials and to commercialize Actimab™-A and would materially harm our business.
 
Conducting successful clinical studies may require the enrollment of large numbers of patients, and suitable patients may be difficult to identify and recruit.

Patient enrollment in clinical trials and completion of patient participation and follow-up depends on many factors, including the size of the patient population; the nature of the trial protocol; the attractiveness of, or the discomforts and risks associated with, the treatments received by enrolled subjects; the availability of appropriate clinical trial investigators; support staff; and proximity of patients to clinical sites and ability to comply with the eligibility and exclusion criteria for participation in the clinical trial and patient compliance.  For example, patients may be discouraged from enrolling in our clinical trials if the trial protocol requires them to undergo extensive post-treatment procedures or follow-up to assess the safety and effectiveness of our product candidates or if they determine that the treatments received under the trial protocols are not attractive or involve unacceptable risks or discomforts.  Patients may also not participate in our clinical trials if they choose to participate in contemporaneous clinical trials of competitive product candidates.  In addition, patients participating in refractory AML clinical trials are seriously and often terminally ill and therefore may not complete the clinical trial due to reasons including comorbid conditions or occurrence of adverse medical events related or unrelated to the investigational products, or death.
 
 
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Development of sufficient and appropriate clinical protocols to demonstrate safety and efficacy are required and we may not adequately develop such protocols to support clearance and approval.

The FDA may require us to submit data on a greater number of patients than we originally anticipated and/or for a longer follow-up period or change the data collection requirements or data analysis applicable to our clinical trials.  They may also require additional data on certain categories of patients, should it emerge during the conduct of our clinical trials that certain categories of patients are likely to be affected in different and/or additional manner than most of the patients.  In addition to FDA requirements, our clinical trial requires the approval of the institutional review board, or IRB, at each site selected for participation in our current Actimab™-A clinical trial.  We have submitted our clinical trial to the IRBs at participating sites for approval and we have thus far obtained approval from five IRBs.  The Company’s clinical trial protocols have not been rejected by any IRB.
 
Additional delays to the completion of clinical studies may result from modifications being made to the protocol during the clinical trial, if such modifications are warranted and/or required by the occurrences in the given trial.

Each such modification has to be submitted to the FDA.  This could result in the delay or halt of a clinical trial while the modification is evaluated.  In addition, depending on the quantity and nature of the changes made, FDA could take the position that some or all of the data generated by the clinical trial is not usable because the same protocol was not used throughout the trial.  This might require the enrollment of additional subjects, which could result in the extension of the clinical trial and the FDA delaying clearance or approval of a product candidate.

There can be no assurance that the data generated using modified protocols will be acceptable to FDA.

There can be no assurance that the data generated using modified protocols will be acceptable to FDA or that if future modifications during the trial are necessary, that any such modifications will be acceptable to FDA.  If the FDA believes that its prior approval is required for a particular modification, it can delay or halt a clinical trial while it evaluates additional information regarding the change.

Serious injury or death resulting from a failure of one of our drug candidates during current or future clinical trials could also result in the FDA delaying our clinical trials or denying or delaying clearance or approval of a product.

The ongoing Phase I clinical trial for Actimab™-A conducted at MSKCC was designed to establish the maximum tolerated dose of the product.  As the Company expected, patients receiving highest dose of the drug administered in the trial so far had prolonged bone marrow suppression which could lead to fatal infections and other severe consequences.  Consequently, the dose levels of our drug in that trial were reduced as we continue our work on establishing maximum tolerated dose.
 
Even though an adverse event may not be the result of the failure of our drug candidate, FDA or an IRB could delay or halt a clinical trial for an indefinite period of time while an adverse event is reviewed, and likely would do so in the event of multiple such events.

Any delay or termination of our current or future clinical trials as a result of the risks summarized above, including delays in obtaining or maintaining required approvals from IRBs, delays in patient enrollment, the failure of patients to continue to participate in a clinical trial, and delays or termination of clinical trials as a result of protocol modifications or adverse events during the trials, may cause an increase in costs and delays in the filing of any submissions with the FDA, delay the approval and commercialization of our product candidates or result in the failure of the clinical trial, which could adversely affect our business, operating results and prospects.  Lengthy delays in the completion of our Actimab™-A clinical trials would adversely affect our business and prospects and could cause us to cease operations.

If the third parties on which we rely to conduct our clinical trials and to assist us with pre-clinical development do not perform as contractually required or expected, we may not be able to obtain regulatory approval for or commercialize our product candidates.

We do not have the ability to independently conduct our pre-clinical and clinical trials for our product candidates and we must rely on third parties, such as contract research organizations, medical institutions, clinical investigators and contract laboratories to conduct such trials.  If these third parties do not successfully carry out their contractual duties or regulatory obligations or meet expected deadlines, if these third parties need to be replaced, or if the quality or accuracy of the data they obtain is compromised due to the failure to adhere to our clinical protocols or regulatory requirements or for other reasons, our pre-clinical development activities or clinical trials may be extended, delayed, suspended or terminated, and we may not be able to obtain regulatory approval for, or successfully commercialize, our product candidates on a timely basis, if at all, and our business, operating results and prospects may be adversely affected.  Furthermore, our third-party clinical trial investigators may be delayed in conducting our clinical trials for reasons outside of their control.

The future results of our current or future clinical trials may not support our product candidate claims or may result in the discovery of unexpected adverse side effects.

Even if our clinical trials are completed as planned, we cannot be certain that their results will support our product candidate claims or that the FDA or foreign authorities will agree with our conclusions regarding them.  Success in pre-clinical studies and early clinical trials does not ensure that later clinical trials will be successful, and we cannot be sure that the later trials will replicate the results of prior trials and pre-clinical studies.  The clinical trial process may fail to demonstrate that our product candidates are safe and effective for the proposed indicated uses.  If FDA concludes that the clinical trials for Actimab™-A, or any other product candidate for which we might seek clearance, have failed to demonstrate safety and effectiveness, we would not receive FDA clearance to market that product candidate in the United States for the indications sought.  In addition, such an outcome could cause us to abandon the product candidate and might delay development of others.  Any delay or termination of our clinical trials will delay the filing of any submissions with the FDA and, ultimately, our ability to commercialize our product candidates and generate revenues.  It is also possible that patients enrolled in clinical trials will experience adverse side effects that are not currently part of a product candidate’s profile.  In addition, our clinical trials for Actimab™-A involve a relatively small patient population.  Because of the small sample size, their results may not be indicative of future results.
 
 
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Actimab™-A and future product candidates may never achieve market acceptance.

Actimab™-A and future product candidates that we may develop may never gain market acceptance among physicians, patients and the medical community.  The degree of market acceptance of any of product will depend on a number of factors, including the actual and perceived effectiveness and reliability of the product; the results of any long−term clinical trials relating to use of the product; the availability, relative cost and perceived advantages and disadvantages of alternative technologies; the degree to which treatments using the product are approved for reimbursement by public and private insurers; the strength of our marketing and distribution infrastructure; and the level of education and awareness among physicians and hospitals concerning the product.
 
Failure of Actimab™-A or any of our other product candidates to significantly penetrate current or new markets would negatively impact our business financial condition and results of operations.

To be commercially successful, physicians must be persuaded that using our product candidates for treatment of AML and other cancers are effective alternatives to existing therapies and treatments.

We believe that oncologists and other physicians will not widely adopt a product candidate unless they determine, based on experience, clinical data, and published peer-reviewed journal articles, that the use of that product candidate provides an effective alternative to other means of treating specific cancers.  Patient studies or clinical experience may indicate that treatment with our product candidates does not provide patients with sufficient benefits in extension of life or quality of life.  We believe that recommendations and support for the use of each product candidate from influential physicians will be essential for widespread market acceptance.  Our product candidates are still in the development stage and it is premature to attempt to gain support from physicians at this time.  We can provide no assurance that such support will ever be obtained.  If our product candidates do not receive such support from these physicians and from long-term data, physicians may not use or continue to use, and hospitals may not purchase or continue to purchase, them.
 
Even if our product candidates are approved by regulatory authorities, if we or our suppliers fail to comply with ongoing FDA regulation or if we experience unanticipated problems with our products, these products could be subject to restrictions or withdrawal from the market.

Any product candidate for which we obtain FDA clearance or approval, and the manufacturing processes, reporting requirements, post-approval clinical data and promotional activities for such product candidate, will be subject to continued regulatory review, oversight and periodic inspections by the FDA.  In particular, we and our suppliers are required to comply with FDA’s Quality System Regulations, or QSR, and International Standards Organization, or ISO, regulations for the manufacture of products and other regulations which cover the methods and documentation of the design, testing, production, control, quality assurance, labeling, packaging, storage and shipping of any product candidate for which we obtain clearance or approval.  Additionally, because our product candidates include radio-active isotopes, they will be subject to additional regulation and oversight from the United States Nuclear Regulatory Commission (NRC) and similar bodies in other jurisdictions.  Regulatory bodies, such as the FDA, enforce these regulations through periodic inspections.  The failure by us or one of our suppliers to comply with applicable statutes and regulations administered by the FDA and other regulatory bodies, or the failure to timely and adequately respond to any adverse inspectional observations or safety issues, could result in, among other things, enforcement actions by the FDA and/or other regulatory bodies.

If any of these actions were to occur, it would harm our reputation and cause our future product sales and profitability to suffer and may prevent us from generating revenue.  Furthermore, our key component suppliers may not currently be or may not continue to be in compliance with all applicable regulatory requirements which could result in our failure to produce our product candidates on a timely basis and in the required quantities, if at all.

Even if regulatory clearance or approval of a product candidate is granted, such clearance or approval may be subject to limitations on the intended uses for which a product may be marketed and reduce the potential to successfully commercialize that product and generate revenue from that product.  If the FDA determines that the product promotional materials, labeling, training or other marketing or educational activities constitute promotion of an unapproved use, it could request that we or our commercialization partners cease or modify our training or promotional materials or subject us to regulatory enforcement actions.  It is also possible that other federal, state or foreign enforcement authorities might take action if they consider such training or other promotional materials to constitute promotion of an unapproved use, which could result in significant fines or penalties under other statutory authorities, such as laws prohibiting false claims for reimbursement.

In addition, we may be required to conduct costly post-market testing and surveillance to monitor the safety or effectiveness of our products, and we must comply with adverse event and pharmacovigilance reporting requirements, including the reporting of adverse events which occur in connection with, and whether or not directly related to, our products.  Later discovery of previously unknown problems with our products, including unanticipated adverse events or adverse events of unanticipated severity or frequency, manufacturing problems, or failure to comply with regulatory requirements, may result in changes to labeling, restrictions on such products or manufacturing processes, withdrawal of the products from the market, voluntary or mandatory recalls, a requirement to recall, replace or refund the cost of any product we manufacture or distribute, fines, suspension of regulatory approvals, product seizures, injunctions or the imposition of civil or criminal penalties which would adversely affect our business, operating results and prospects.
 
Our revenue stream will depend upon third party reimbursement.

The commercial success of our product candidates in both domestic and international markets will be substantially dependent on whether third-party coverage and reimbursement is available for patients that use our products.  However, the availability of insurance coverage and reimbursement for newly approved cancer therapies is uncertain, and therefore, third-party coverage may be particularly difficult to obtain even if our products are approved by the FDA as safe and efficacious.  Patients using existing approved therapies are generally reimbursed all or part of the product cost by Medicare or other third-party payors. Medicare, Medicaid, health maintenance organizations and other third-party payors are increasingly attempting to contain healthcare costs by limiting both coverage and the level of reimbursement of new drugs, and, as a result, they may not cover or provide adequate payment for these products.  Submission of applications for reimbursement approval generally does not occur prior to the filing of an NDA for that product and may not be granted until many months after NDA approval.  In order to obtain reimbursement arrangements for these products, we or our commercialization partners may have to agree to a net sales price lower than the net sales price we might charge in other sales channels.  The continuing efforts of government and third-party payors to contain or reduce the costs of healthcare may limit our revenue.  Initial dependence on the commercial success of our products may make our revenues particularly susceptible to any cost containment or reduction efforts.
 
 
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Our Business as a “Going Concern”

In expressing an opinion on our financial statements, our auditor has expressed its opinion as to our business being a “going concern”. Such an opinion indicates that the business lacks sufficient liquidity to remain operating as a business entity for the next 12 months. Our ability to continue operations is dependent on the successful execution of our plans, which include the expectation of raising debt or equity based capital, with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. We may need to issue additional equity and incur additional liabilities with related parties to sustain our existence although no commitments for funding have been made and no assurance can be made that such commitments will be available.
 
We are dependent on third parties for manufacturing and marketing of our proposed proprietary products.  If we are not able to secure favorable arrangements with such third parties, our business and financial condition would be harmed.

We will not manufacture any of our proposed proprietary products for commercial sale nor do we have the resources necessary to do so.  In addition, we currently do not have the capability to market drug products ourselves.  We intend to contract with specialized manufacturing companies to manufacture our proposed proprietary products and partner with larger pharmaceutical companies for their commercialization.  In connection with our efforts to commercialize our proposed proprietary products, we will seek to secure favorable arrangements with third parties to distribute, promote, market and sell them.  If we are not able to secure favorable commercial terms or arrangements with third parties for distribution, marketing, promotion and sales of our proposed proprietary products, we may have to retain promotional and marketing rights and seek to develop the commercial resources necessary to promote or co-promote or co-market certain or all of our proprietary product candidates to the appropriate channels of distribution in order to reach the specific medical market that we are targeting.  We may not be able to enter into any partnering arrangements on this or any other basis.  If we are not able to secure favorable partnering arrangements, or are unable to develop the appropriate resources necessary for the commercialization of our proposed proprietary products, our business and financial condition could be harmed.  In addition, we will have to hire additional employees or consultants, since our current employees have limited experience in these areas.  Sufficient employees with relevant skills may not be available to us.  Any increase in the number of our employees would increase our expense level, and could have an adverse effect on our financial position.
 
In addition, we, or our potential commercial partners, may not successfully introduce our proposed proprietary products or they may not achieve acceptance by patients, health care providers and insurance companies.  Further, it is possible that we may not be able to secure arrangements to manufacture, market, distribute, promote and sell our proposed proprietary products at favorable commercial terms that would permit us to make a profit.  To the extent that corporate partners conduct clinical trials, we may not be able to control the design and conduct of these clinical trials.

We may have conflicts with our partners that could delay or prevent the development or commercialization of our product candidates.

We may have conflicts with our partners, such as conflicts concerning the interpretation of preclinical or clinical data, the achievement of milestones, the interpretation of contractual obligations, payments for services, development obligations or the ownership of intellectual property developed during our collaboration.  If any conflicts arise with any of our partners, such partner may act in a manner that is adverse to our best interests.  Any such disagreement could result in one or more of the following, each of which could delay or prevent the development or commercialization of our product candidates, and in turn prevent us from generating revenues: unwillingness on the part of a partner to pay us milestone payments or royalties we believe are due under a collaboration; uncertainty regarding ownership of intellectual property rights arising from our collaborative activities, which could prevent us from entering into additional collaborations; unwillingness by the partner to cooperate in the development or manufacture of the product, including providing us with product data or materials; unwillingness on the part of a partner to keep us informed regarding the progress of its development and commercialization activities or to permit public disclosure of the results of those activities; initiating litigation or alternative dispute resolution options by either party to resolve the dispute; or attempts by either party to terminate the agreement.

Upon commercialization of our product candidates, we may be dependent on third parties to market, distribute and sell them.
  
Our ability to receive revenues may be dependent upon the sales and marketing efforts of any future co-marketing partners and third-party distributors.  At this time, we have not entered into an agreement with any commercialization partner and only plan to do so after the successful completion of Phase II clinical trials and prior to commercialization.  If we fail to reach an agreement with any commercialization partner, or if upon reaching such an agreement that partner fails to sell a large volume of our products, it may have a negative impact on our business, financial condition and results of operations.

Our product candidates will face significant competition in the markets for them, and if they are unable to compete successfully, our business will suffer.
 
Our product candidates face, and will continue to face, intense competition from large pharmaceutical companies, as well as academic and research institutions.  We compete in an industry that is characterized by (i) rapid technological change, (ii) evolving industry standards, (iii) emerging competition and (iv) new product introductions.  Our competitors have existing products and technologies that will compete with our product candidates and technologies and may develop and commercialize additional products and technologies that will compete with our product candidates and technologies.  Because several competing companies and institutions have greater financial resources than us, they may be able to (i) provide broader services and product lines, (ii) make greater investments in research and development, or R&D, and (iii) carry on broader R&D initiatives.  Our competitors also have greater development capabilities than we do and have substantially greater experience in undertaking preclinical and clinical testing of product candidates, obtaining regulatory approvals, and manufacturing and marketing pharmaceutical products.  They also have greater name recognition and better access to customers than us.  Our chief competitors include companies such as Algeta ASA, Bayer Schering Pharma AG, GlaxoSmithKline Plc and Spectrum Pharmaceuticals, Inc.
 
 
11

 
Adverse events involving our products may lead the FDA to delay or deny clearance for our product candidates or result in product recalls that could harm our reputation, business and financial results.

Once a product candidate receives FDA clearance or approval, the agency has the authority to require the recall of commercialized products in the event of adverse side effects, material deficiencies or defects in design or manufacture.  The authority to require a recall must be based on an FDA finding that there is a reasonable probability that the device would cause serious injury or death.  Manufacturers may, under their own initiative, recall a product if any material deficiency in a product is found.  A government-mandated or voluntary recall by us or one of our distributors could occur as a result of adverse side effects, impurities or other product contamination, manufacturing errors, design or labeling defects or other deficiencies and issues.  Recalls of any of our products would divert managerial and financial resources and have an adverse effect on our financial condition and results of operations.  The FDA requires that certain classifications of recalls be reported to FDA within 10 working days after the recall is initiated.  Companies are required to maintain certain records of recalls, even if they are not reportable to the FDA.  We may initiate voluntary recalls involving our products in the future that we determine do not require notification of the FDA.  If the FDA disagrees with our determinations, they could require us to report those actions as recalls.  A future recall announcement could harm our reputation with customers and negatively affect our sales.  In addition, the FDA could take enforcement action for failing to report the recalls when they were conducted.
 
Our business depends upon securing and protecting critical intellectual property.

Our commercial success will depend in part on our obtaining and maintaining patent, trade secret, copyright and trademark protection of our technologies in the United States and other jurisdictions, as well as successfully enforcing this intellectual property and defending this intellectual property against third-party challenges.  We will only be able to protect our technologies from unauthorized use by third parties to the extent that valid and enforceable intellectual property protection, such as patents or trade secrets law, cover them.  In particular, we place considerable emphasis on obtaining patent and trade secret protection for significant new technologies, products and processes.  Furthermore, the degree of future protection of our proprietary rights is uncertain because legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep our competitive advantage.  Moreover, the degree of future protection of our proprietary rights is uncertain for product candidates that are currently in the early stages of development because we cannot predict which of these product candidates will ultimately reach the commercial market or whether the commercial versions of these product candidates will incorporate proprietary technologies. 

Our patent position is highly uncertain and involves complex legal and factual questions.

Accordingly, we cannot predict the breadth of claims that may be allowed or enforced under our patents or in third-party patents.  For example, we or our licensors might not have been the first to make the inventions covered by each of our pending patent applications and issued patents; we or our licensors might not have been the first to file patent applications for these inventions; others may independently develop similar or alternative technologies or duplicate any of our technologies; it is possible that none of our pending patent applications or the pending patent applications of our licensors will result in issued patents; our issued patents and issued patents of our licensors may not provide a basis for commercially viable technologies, or may not provide us with any competitive advantages, or may be challenged and invalidated by third parties; and, we may not develop additional proprietary technologies that are patentable.

As a result, our owned and licensed patents may not be valid and we may not be able to obtain and enforce patents and to maintain trade secret protection for the full commercial extent of our technology.  The extent to which we are unable to do so could materially harm our business.

We or our licensors have applied for and will continue to apply for patents for certain products.  Such applications may not result in the issuance of any patents, and any patents now held or that may be issued may not provide us with adequate protection from competition.  Furthermore, it is possible that patents issued or licensed to us may be challenged successfully.  In that event, if we have a preferred competitive position because of such patents, such preferred position would be lost.  If we are unable to secure or to continue to maintain a preferred position, we could become subject to competition from the sale of generic products.  Failure to receive, inability to protect, or expiration of our patents for medical use, manufacture, conjugation and labeling of Ac-225, the antibodies that we license from third parties, or subsequent related filings, would adversely affect our business and operations.

Patents issued or licensed to us may be infringed by the products or processes of others.  The cost of enforcing our patent rights against infringers, if such enforcement is required, could be significant, and the Company does not currently have the financial resources to fund such litigation.  Further, such litigation can go on for years and the time demands could interfere with our normal operations.  There has been substantial litigation and other proceedings regarding patent and other intellectual property rights in the pharmaceutical industry.  We may become a party to patent litigation and other proceedings.  The cost to us of any patent litigation, even if resolved in our favor, could be substantial.  Some of our competitors may be able to sustain the costs of such litigation more effectively than we can because of their substantially greater financial resources.  Litigation may also absorb significant management time.

Unpatented trade secrets, improvements, confidential know-how and continuing technological innovation are important to our scientific and commercial success.  Although we attempt to and will continue to attempt to protect our proprietary information through reliance on trade secret laws and the use of confidentiality agreements with our partners, collaborators, employees and consultants and other appropriate means, these measures may not effectively prevent disclosure of our proprietary information, and, in any event, others may develop independently, or obtain access to, the same or similar information.

Certain of our patent rights are licensed to us by third parties.  If we fail to comply with the terms of these license agreements, our rights to those patents may be terminated, and we will be unable to conduct our business.
 
 
12

 
If we are found to be infringing on patents or trade secrets owned by others, we may be forced to cease or alter our product development efforts, obtain a license to continue the development or sale of our products, and/or pay damages.

Our manufacturing processes and potential products may violate proprietary rights of patents that have been or may be granted to competitors, universities or others, or the trade secrets of those persons and entities.  As the pharmaceutical industry expands and more patents are issued, the risk increases that our processes and potential products may give rise to claims that they infringe the patents or trade secrets of others.  These other persons could bring legal actions against us claiming damages and seeking to enjoin clinical testing, manufacturing and marketing of the affected product or process.  If any of these actions are successful, in addition to any potential liability for damages, we could be required to obtain a license in order to continue to conduct clinical tests, manufacture or market the affected product or use the affected process.  Required licenses may not be available on acceptable terms, if at all, and the results of litigation are uncertain.  If we become involved in litigation or other proceedings, it could consume a substantial portion of our financial resources and the efforts of our personnel.
 
Our ability to protect and enforce our patents does not guaranty that we will secure the right to commercialize our patents.

A patent is a limited monopoly right conferred upon an inventor, and his successors in title, in return for the making and disclosing of a new and non-obvious invention.  This monopoly is of limited duration but, while in force, allows the patent holder to prevent others from making and/or using its invention.  While a patent gives the holder this right to exclude others, it is not a license to commercialize the invention where other permissions may be required for commercialization to occur.  For example, a drug cannot be marketed without the appropriate authorization from the FDA, regardless of the existence of a patent covering the product.  Further, the invention, even if patented itself, cannot be commercialized if it infringes the valid patent rights of another party.

We rely on confidentiality agreements to protect our trade secrets.  If these agreements are breached by our employees or other parties, our trade secrets may become known to our competitors.

We rely on trade secrets that we seek to protect through confidentiality agreements with our employees and other parties.  If these agreements are breached, our competitors may obtain and use our trade secrets to gain a competitive advantage over us.  We may not have any remedies against our competitors and any remedies that may be available to us may not be adequate to protect our business or compensate us for the damaging disclosure.  In addition, we may have to expend resources to protect our interests from possible infringement by others.
 
We may undertake international operations, which will subject us to risks inherent with operations outside of the United States.

Although we do not have any foreign operations at this time, we intend to seek market clearances in foreign markets that we believe will generate significant opportunities.  However, even with the cooperating of a commercialization partner, conducting drug development in foreign countries involves inherent risks, including, but not limited to difficulties in staffing, funding and managing foreign operations; unexpected changes in regulatory requirements; export restrictions; tariffs and other trade barriers; difficulties in protecting, acquiring, enforcing and litigating intellectual property rights; fluctuations in currency exchange rates; and potentially adverse tax consequences.

If we were to experience any of the difficulties listed above, or any other difficulties, any international development activities and our overall financial condition may suffer and cause us to reduce or discontinue our international development and registration efforts.

We may not be successful in hiring and retaining key employees.

Our future operations and successes depend in large part upon the continued service of key members of our senior management team whom we are highly dependent upon to manage our business, in particular, Dr. Dragan Cicic, our Chief Operating Officer and Chief Medical Officer.  If any member of our current senior management terminates his or her employment with us, such a departure may have a material adverse effect on our business.

Our future success also depends on our ability to identify, attract, hire or engage, retain and motivate other well-qualified managerial, technical, clinical and regulatory personnel.  There can be no assurance that such professionals will be available in the market, or that we will be able to retain existing professionals or meet or continue to meet their compensation requirements.  Furthermore, the cost base in relation to such compensation, which may include equity compensation, may increase significantly, which could have a material adverse effect on us.  Failure to establish and maintain an effective management team and work force could adversely affect our ability to operate, grow and manage our business.
 
We do not yet know what the consequences may be on our business of the Patient Protection and Affordable Care Act.
 
In March 2010, President Obama signed the Patient Protection and Affordable Care Act ("PPACA"), which makes changes that are expected to significantly impact the pharmaceutical industries. One of the principal aims of the PPACA as currently enacted is to expand health insurance coverage to approximately 32 million Americans who are currently uninsured. The consequences of this significant coverage expansion on the sales of our products, once they are developed, are unknown and speculative at this point.
 
The PPACA contains a number of provisions designed to generate the revenues necessary to fund the coverage expansions among other things. This includes new fees or taxes on certain health-related industries.
 
The PPACA provisions on comparative clinical effectiveness research extend the initiatives of the American Recovery and Reinvestment Act of 2009, also known as the stimulus package, which included $1.1 billion in funding to study the comparative effectiveness of health care treatments and strategies. This stimulus funding was designated for, among other things, conducting, supporting or synthesizing research that compares and evaluates the risks and benefits, clinical outcomes, effectiveness and appropriateness of products. The PPACA appropriates additional funding to comparative clinical effectiveness research. Although Congress has indicated that this funding is intended to improve the quality of health care, it remains unclear how the research will impact current Medicare coverage and reimbursement or how new information will influence other third-party payor policies.
 
 
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In addition, other legislative changes have been proposed and adopted since the PPACA was enacted. Most recently, on August 2, 2011, the President Obama signed into law the Budget Control Act of 2011, which, among other things, creates the Joint Select Committee on Deficit Reduction to recommend proposals in spending reductions to Congress. The Joint Select Committee did not achieve a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, which threatened to trigger the legislation’s automatic reduction to several government programs, including aggregate reductions to Medicare payments to providers of up to 2% per fiscal year, starting in 2013. Congress passed and President Obama signed, however, the American Taxpayer Relief Act of 2012 which delays these required cuts for one year. We expect that the PPACA, as well as other federal or state health care reform measures that may be adopted in the future, could have a material adverse effect on our industry generally and our ability to successfully commercialize our products or could limit or eliminate our spending on certain development projects. The taxes imposed by the PPACA and the expansion in the government’s role in the U.S. healthcare industry may result in decreased profits to us, lower reimbursement by payors for our products, and/or reduced medical procedure volumes, all of which may adversely affect our business, financial condition and results of operations.
 
Managing our growth as we expand operations may strain our resources.

We expect to need to grow rapidly in order to support additional, larger, and potentially international, pivotal clinical trials of our drug candidates, which will place a significant strain on our financial, managerial and operational resources.  In order to achieve and manage growth effectively, we must continue to improve and expand our operational and financial management capabilities.  Moreover, we will need to increase staffing and to train, motivate and manage our employees.  All of these activities will increase our expenses and may require us to raise additional capital sooner than expected.  Failure to manage growth effectively could materially harm our business, financial condition or results of operations. 
 
We may expand our business through the acquisition of rights to new product candidates that could disrupt our business, harm our financial condition and may also dilute current stockholders’ ownership interests in our company.

Our business strategy includes expanding our products and capabilities, and we may seek acquisitions of drug candidates, antibodies or technologies to do so.  Acquisitions involve numerous risks, including substantial cash expenditures; potentially dilutive issuance of equity securities; incurrence of debt and contingent liabilities, some of which may be difficult or impossible to identify at the time of acquisition; difficulties in assimilating acquired technologies or the operations of the acquired companies; diverting our management’s attention away from other business concerns; risks of entering markets in which we have limited or no direct experience; and the potential loss of our key employees or key employees of the acquired companies.
 
We can make no assurances that any acquisition will result in short-term or long-term benefits to us.  We may incorrectly judge the value or worth of an acquired product, company or business.  In addition, our future success would depend in part on our ability to manage the rapid growth associated with some of these acquisitions.  We cannot assure that we will be able to make the combination of our business with that of acquired products, businesses or companies work or be successful.  Furthermore, the development or expansion of our business or any acquired products, business or companies may require a substantial capital investment by us.  We may not have these necessary funds or they might not be available to us on acceptable terms or at all.  We may also seek to raise funds by selling shares of our preferred or common stock, which could dilute each current stockholder’s ownership interest in the Company.
 
Risks Related to Ownership of Our Common Stock
 
Our shareholders will not be able to use the Rule 144 safe harbor until one year after we ceased to be a shell company.
 
Rule 144 under the Securities Act of 1933 provides a safe harbor under which holders of restricted securities and affiliates of an issuer may resell their securities into the public market. Effective February 15, 2008, Rule 144 was amended to make it unavailable for securities of former shell companies until, among other things, twelve months have elapsed since the former “shell company” has filed “Form 10 information” with the Securities and Exchange Commission. The Company was a “shell company” until December 28, 2012, when it completed its share exchanges with Actinium. On January 2, 2013, we filed a Form 8-K report that was intended to satisfy the “Form 10 information” requirement.
 
The unavailability of the Rule 144 resale exemption for our securities may adversely affect our ability to attract additional capital through unregistered offerings, and may adversely affect the ability of shareholders who acquired our shares pursuant to unregistered offerings to resell their securities into the public market, all of which could have a material adverse effect on us and our shareholders.
 
Because we became public by means of a “reverse merger,” we may not be able to attract the attention of major brokerage firms.

Additional risks may exist since we became public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of us since there is little incentive to brokerage firms to recommend the purchase of our common stock. We cannot assure you that brokerage firms will want to conduct any secondary offerings on behalf of our company in the future.

Because we were formerly an SEC-reporting shell company, we are subject to SEC rules on seasoning requirements.

The Company, since it was formerly an SEC-reporting shell company, is also subject to SEC rules which require such companies to trade in the over-the-counter markets (or some other national exchanges) for one full fiscal year and to file all periodic reports with the SEC before seeking to “uplist” to a national securities exchange like NASDAQ or NYSE MKT. The Company can only bypass the one year over-the-counter trading requirement if it can complete a firm commitment underwritten public offering with gross proceeds of at least $40 million. As a result, our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock.
 
 
14

 
The sale of securities by us in any equity or debt financing could result in dilution to our existing stockholders and have a material adverse effect on our earnings.
 
We believe we need up to $25 million in cash to finance research and development and to cover our ongoing working capital needs through the first quarter of 2016, and we have not completed efforts to establish a stable recurring source of revenues sufficient to cover our operating costs for the next twelve months, We have financed our operations primarily through sales of stock and the issuance of convertible promissory notes.  It is likely that during the next twelve months we will seek to raise capital through the sales of stock and/or issuance of convertible promissory notes in order to expand our level of operations to continue our research and development efforts.
 
Any sale of common stock by us in a future private placement offering could result in dilution to the existing stockholders as a direct result of our issuance of additional shares of our capital stock.  In addition, our business strategy may include expansion through internal growth, by acquiring subscribers email lists, or by establishing strategic relationships with targeted customers and vendor.  In order to do so, or to finance the cost of our other activities, we may issue additional equity securities that could dilute our stockholders’ stock ownership.  We may also assume additional debt and incur impairment losses related to goodwill and other tangible assets if we acquire another company and this could negatively impact our earnings and results of operations.
 
The filing of our Registration Statement on Form S-1 on March 15, 2013 could have potentially affected our exemption from registration with the SEC for the share exchange that commenced on December 28, 2012, in connection with our exchange of common stock with the shareholders of Actinium Corporation (fka, Actinium Pharmaceuticals, Inc.).
 
On December 28, 2012, we completed a share exchange, that was approved by 78% of our shareholders (100% of those voting approved the share exchange), with Cactus Ventures, Inc. (“Cactus”), whereby Cactus acquired 21% of the issued and outstanding capital stock of Actinium Corporation from the shareholders of Actinium Corporation (the “Actinium Shareholders”) in exchange for the issuance of 4,309,015 shares of Common Stock of the Company to the Actinium Shareholders (the “Share Exchange”). We continued the physical process of exchanging shares with the Actinium Shareholders with closings on March 11, 2013 (with a total of 55.5% shares of Actinium Corporation exchanged) and August 22, 2013 (with a total of 93.7% shares of Actinium Corporation exchanged). On September 25, 2013 all of the remaining Actinium Shareholders shares were exchanged for our common stock pursuant to a merger under Delaware law whereby we merged into our self Actinium Corporation (our subsidiary that was 93.7% owned by us). Under Section 5 of the Securities Act of 1933, unless there is a valid exemption from registration of the securities sold in an offering, all issuers must register non-exempt securities with the SEC. The securities in the Share Exchange were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D (“Regulation D”) promulgated under the Securities Act. On March 15, 2013, we filed a Registration Statement on Form S-1 (the “Registration Statement”) with SEC to register shares of certain selling shareholders who had purchased shares of the Company in various private placements (the “2013 offering”). If the 2013 Offering were deemed integrated with the Share Exchange we may not be able to rely upon the exemptions from registration pursuant to Section 4(2) of the Securities Act and/or Regulation D, since the filing of the Registration Statement may be deemed general solicitation, which is prohibited for reliance on an exemption from registration under Regulation D. As a result, any Actinium Shareholder who exchanged his or her Actinium Corporation shares for the Company shares until September 25, 2013 may potentially be entitled to bring suit against the Company for offering a non-exempt security without registering it, and such investor may be able to obtain rescission with interest, or damages if the investor sold the securities for less that he or she purchased them.
 
Future sales of our common stock in the public market could lower the price of our common stock and impair our ability to raise funds in future securities offerings.

Future sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could adversely affect the then prevailing market price of our common stock and could make it more difficult for us to raise funds in the future through a public offering of our securities. We believe we need up to $25 million in cash to finance research and development and to cover our ongoing working capital needs through the first quarter of 2016, and we have not completed efforts to establish a stable recurring source of revenues sufficient to cover our operating costs for the next twelve months, We have financed our operations primarily through sales of stock and the issuance of convertible promissory notes. It is likely that during the next twelve months we will to continue to finance our operations through sales of stock and/or issuance of convertible promissory notes.

Our Common Stock is quoted on the OTCQB which may have an unfavorable impact on our stock price and liquidity.
 
Our common stock is quoted on the OTCQB, which is a significantly more limited trading market than the New York Stock Exchange or The NASDAQ Stock Market.  The quotation of the Company’s shares on the OTCQB may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.
 
There is limited liquidity on the OTCQB which may result in stock price volatility and inaccurate quote information.
 
When fewer shares of a security are being traded on the OTCQB, volatility of prices may increase and price movement may outpace the ability to deliver accurate quote information.  Due to lower trading volumes in shares of our common stock, there may be a lower likelihood of one’s orders for shares of our common stock being executed, and current prices may differ significantly from the price one was quoted at the time of one’s order entry.
 
Our common stock is extremely thinly traded, so you may be unable to sell at or near asking prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Currently, the Company’s common stock is quoted in the OTCQB and future trading volume may be limited by the fact that many major institutional investment funds, including mutual funds, as well as individual investors follow a policy of not investing in OTCQB stocks and certain major brokerage firms restrict their brokers from recommending OTCQB stocks because they are considered speculative, volatile and thinly traded.  The OTCQB market is an inter-dealer market much less regulated than the major exchanges and our common stock is subject to abuses, volatility and shorting.  Thus, there is currently no broadly followed and established trading market for the Company’s common stock.  An established trading market may never develop or be maintained. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. Absence of an active trading market reduces the liquidity of the shares traded there.
 
 
15

 
Our Common Stock is subject to price volatility unrelated to our operations.

The trading volume of our common stock has been and may continue to be extremely limited and sporadic.  As a result of such trading activity, the quoted price for the Company’s common stock on the OTCQB may not necessarily be a reliable indicator of its fair market value.  Further, if we cease to be quoted, holders would find it more difficult to dispose of our common stock or to obtain accurate quotations as to the market value of the Company’s common stock and as a result, the market value of our common stock likely would decline.
 
We expect the market price of our Common Stock to fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting the Company’s competitors or the Company itself. In addition, the OTCQB is subject to extreme price and volume fluctuations in general.  This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.
 
We are an "emerging growth company" under the JOBS Act of 2012 and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
 
We are an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
 
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.
 
We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or the date on which the issuer qualifies as a large accelerated filer under SEC rules.
 
Our status as an “emerging growth company” under the JOBS Act of 2012 may make it more difficult to raise capital as and when we need it.
 
Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.
 
We are subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

We are subject to the provisions of Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the “penny stock rule.”  Section 15(g) sets forth certain requirements for transactions in penny stock, and Rule 15g-9(d) incorporates the definition of “penny stock” that is found in Rule 3a51-1 of the Exchange Act.  The SEC generally defines a penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. We will be subject to the SEC’s penny stock rules.
 
Since our Common Stock is deemed to be penny stock, trading in the shares of our common stock is subject to additional sales practice requirements on broker-dealers who sell penny stock to persons other than established customers and accredited investors.  “Accredited investors” are persons with assets in excess of $1,000,000 (excluding the value of such person’s primary residence) or annual income exceeding $200,000 or $300,000 together with their spouse. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such security and must have the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt the rules require the delivery, prior to the first transaction of a risk disclosure document, prepared by the SEC, relating to the penny stock market.  A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities.  Finally, monthly statements must be sent disclosing recent price information for the penny stocks held in an account and information to the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealer to trade and/or maintain a market in our common stock and may affect the ability of the Company’s stockholders to sell their shares of common stock.
 
There can be no assurance that our shares of common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock was exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock if the SEC finds that such a restriction would be in the public interest.
 
Because we do not intend to pay dividends, stockholders will benefit from an investment in our Common Stock only if it appreciates in value.

We have never declared or paid any cash dividends on our Preferred Stock or Common Stock.  For the foreseeable future, it is expected that earnings, if any, generated from our operations will be used to finance the growth of our business, and that no dividends will be paid to holders of the Company’s Preferred Stock or Common Stock.  As a result, the success of an investment in our Preferred Stock or Common Stock will depend upon any future appreciation in its value.  There is no guarantee that our Preferred Stock or Common Stock will appreciate in value.
 
 
16

  
Certain provisions of our Articles of Incorporation and Bylaws and Delaware law make it more difficult for a third party to acquire us and make a takeover more difficult to complete, even if such a transaction were in the stockholders’ interest.
 
Our Articles of Incorporation and Bylaws and certain provisions of Delaware State law could have the effect of making it more difficult or more expensive for a third party to acquire, or from discouraging a third party from attempting to acquire, control of the Company, even when these attempts may be in the best interests of our stockholders.  For example, we are governed by Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes mergers, asset sales or other transactions resulting in a financial benefit to the stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years, did own, 15% or more of the corporation’s outstanding voting stock. These provisions may have the effect of delaying, deferring or preventing a change in our control.
 
Compliance with the reporting requirements of federal securities laws can be expensive.

We are subject to the information and reporting requirements of the Exchange Act and other federal securities laws, and the compliance obligations of the Sarbanes-Oxley Act. The costs of preparing and filing annual and quarterly reports and other information with the SEC and furnishing audited reports to stockholders are substantial. In addition, we will incur substantial expenses in connection with the preparation of registration statements and related documents with respect to the registration of resale of the Common Stock.

Applicable regulatory requirements, including those contained in and issued under the Sarbanes-Oxley Act, may make it difficult for us to retain or attract qualified officers and directors, which could adversely affect the management of its business and its ability to obtain or retain listing of our Common Stock.

We may be unable to attract and retain those qualified officers, directors and members of board committees required to provide for effective management because of the rules and regulations that govern publicly held companies, including, but not limited to, certifications required by principal executive officers. The enactment of the Sarbanes-Oxley Act has resulted in the issuance of a series of related rules and regulations and the strengthening of existing rules and regulations by the SEC, as well as the adoption of new and more stringent rules by the stock exchanges. The perceived increased personal risk associated with these changes may deter qualified individuals from accepting roles as directors and executive officers.

Further, some of these changes heighten the requirements for board or committee membership, particularly with respect to an individual’s independence from the corporation and level of experience in finance and accounting matters. We may have difficulty attracting and retaining directors with the requisite qualifications. If we are unable to attract and retain qualified officers and directors, the management of our business and our ability to obtain or retain listing of our shares of Common Stock on any stock exchange (assuming we elect to seek and are successful in obtaining such listing) could be adversely affected.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or detect fraud.  Investors could lose confidence in our financial reporting and this may decrease the trading price of our Common Stock.

We must maintain effective internal controls to provide reliable financial reports and detect fraud. We have been assessing our internal controls to identify areas that need improvement. Failure to maintain an effective system of internal controls could harm our operating results and cause investors to lose confidence in our reported financial information. Any such loss of confidence would have a negative effect on the trading price of our Common Stock.
 
At December 31, 2012, management concluded that our disclosure controls and procedures and our internal control over financial reporting were not effective due to several material weaknesses.   To address these weaknesses, management is seeking a full time Chief Financial Officer who is familiar with the public company reporting rules. The Company in December 2012 also established an Audit Committee to address these issues. In September 2013, we hired a VP of Finance who has served in a variety of core finance and business development functions over the span of 12 years at three NASDAQ listed biopharmaceutical companies who is being tasked with remediating such weaknesses.   We expect to remediate such weaknesses by the end of the fiscal year 2013.  In May 2013, we also engaged an outside third party financial reporting consulting firm to assist with our public company reporting requirements.   We expect to incur costs of $200,000 in connection with our remediation plan.
 
The price of our common stock may become volatile, which could lead to losses by investors and costly securities litigation.

The trading price of our Common Stock may be highly volatile and could fluctuate in response to factors such as:

actual or anticipated variations in our operating results;
announcements of developments by us or our competitors;
the timing of IND and/or NDA approval, the completion and/or results of our clinical trials;
regulatory actions regarding our products;
announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
adoption of new accounting standards affecting the our industry;
additions or departures of key personnel;
introduction of new products by us or our competitors;
sales of the our Common Stock or other securities in the open market; and
other events or factors, many of which are beyond our control.

The stock market is subject to significant price and volume fluctuations. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been initiated against such a company. Litigation initiated against us, whether or not successful, could result in substantial costs and diversion of our management’s attention and Company resources, which could harm our business and financial condition.
 
 
17

 
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This prospectus contains forward looking statements that involve risks and uncertainties, principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All statements other than statements of historical fact contained in this prospectus, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this prospectus, which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assumes no obligation to update any such forward-looking statements.
 
You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this prospectus. Before you invest in our securities, you should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this prospectus could negatively affect our business, operating results, financial condition and stock price. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus to conform our statements to actual results or changed expectations.
  
DIVIDEND POLICY
 
We plan to retain any earnings for the foreseeable future for our operations. We have never paid any dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our Board of Directors and will depend on our financial condition, operating results, capital requirements and such other factors as our Board of Directors deems relevant. In addition, our credit facility restricts our ability to pay dividends.
 
USE OF PROCEEDS
 
We will not receive any proceeds from the sale of the common stock by the selling stockholders. However, we may receive up to approximately $14.8 million in the aggregate upon the exercise of the warrants if the holders exercise them for cash. However, as these warrants also include a cashless exercise feature there can be no assurance that we will receive any capital from the exercise of such warrants. The registration of common stock pursuant to this prospectus does not necessarily mean that any of those shares will ultimately be offered or sold by the selling stockholders.  We intend to use the proceeds received from any cash exercise of the warrants for working capital and general corporate purposes.
  
DILUTION
 
We are not selling any of the shares of our common stock in this offering. All of the shares sold in this offering will be held by the selling stockholders at the time of the sale, so that no dilution will result from the sale of the shares.
 
PENNY STOCK CONSIDERATIONS
 
Our common stock will be a penny stock, therefore, trading in our securities is subject to penny stock considerations. Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the SEC.
 
Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock. 
 
 
18

 
SELLING STOCKHOLDERS
 
The common shares being offered for resale by the selling stockholders consist of 25,735,497 shares of our common stock that are issued and outstanding, including up to (i) 16,162,319 shares of common stock, par value $0.001 per share, held by the selling stockholders, (ii) 1,559,438 shares of our common stock issuable upon exercise of Series B warrants held by the selling stockholders at an exercise price of $2.48 per share, (iii) 2,673,652 shares of our common stock issuable upon exercise of the Stock Offering warrants held by the selling stockholders at an exercise price of $0.78 per share, (iv) 3,755,562 shares of our common stock issuable upon exercise of consulting firm warrants held by the selling stockholders at an exercise price of $0.01 per share, (v) 1,120,499 shares of our common stock issuable upon exercise of placement agent warrants held by the selling stockholders at an exercise price of $0.78 per share, (vi) 464,027 shares of our common stock issuable upon exercise of placement agent warrants held by the selling stockholders at an exercise price of $2.48 per share. Our common stock issuable upon the exercise of Series A Warrants are not being offered because they have been either exercised and converted into common stock or expired as of May 28, 2013.  These holders include investors in private placement and notes offerings of our subsidiary Actinium that closed (A) on December 19, 2012 for the sale of units consisting of an aggregate of (i) 3,118,968 shares of common stock, (ii) Series A warrants to purchase 3,118,968 shares of common stock, and (iii) Series B warrants to purchase up to 1,559,484 shares of common stock, (B) during 2011 and January 2012 for the sale of units consisting of an aggregate of (i) 15,922,760 shares of common stock (after conversion of preferred stock and dividends), and (ii) Stock Offering warrants to purchase 2,682,140 shares of common stock, and (C) on December 27, 2011, whereby Actinium completed a private offering of 8% Senior Subordinated Unsecured Convertible Promissory Notes in the amount of $900,000 and received net proceeds of $750,000, and the notes have converted to 1,148,275 shares of common stock. 
 
The following table sets forth certain information regarding the selling stockholders and the shares offered by them in this prospectus. Each selling stockholder’s percentage of ownership is based upon 23,656,583 shares of common stock outstanding as of October 25, 2013 and all securities which the person has the right to acquire within 60 days through the exercise of any option or warrant or through the conversion of a convertible security.
 
         
Percentage
                       
   
Shares
   
Beneficially
                       
Name of  
Beneficially
Owned
 prior to
Offering
Shares Beneficially
Owned
   
Owned
prior
to
Percentage (%) Beneficially
Owned
             
Shares
Beneficially
Owned
   
Percentage
Beneficially
Owned
 
Selling  
prior
   
prior
    Shares to     after    
After
 
Stockholder
 
to Offering
   
to Offering
   
Offer (1)
   
Offering
   
Offering
 
Adam Baker
    111,300       *       111,300   (1 )     -       -  
Alan Aranha
    --       *       22,533   (2 )                
Albert H. Konetzni, Jr. and Shirley A. Konetzni (JTTEN)
    94,764       *       94,764   (3 )     -       -  
Alexander Sepulveda IRA (Sterne Agee & Leach Inc. C/F Alexander Sepulveda IRA)
    90,817       *       90,817   (4 )     -       -  
Amrosan LLC
    99,617       *       475,173   (5 )     -       -  
Andrew Bellamy
    55,409       *       55,409   (6 )     -       -  
Andrew Chandler
    43,073       *       43,073   (7 )     -       -  
Andrew Charles Good & Fiona McPhee (JTWROS)
    27,244       *       27,244   (8 )     -       -  
Anthony D'Amato
    64,198       *       64,198   (9 )     -       -  
Aparna Beeram
    30,657       *       30,657   (10 )     -       -  
Benjamin Hasty
    103,434       *       103,434   (11 )     -       -  
Billy W. Harris
    22,704       *       22,704   (12 )     -       -  
Bioche Asset Management LLC
    --       *       721,068   (13 )                
Bohdan Chaban
    85,588       *       85,588   (14 )     -       -  
Brendan Sullivan
    33,129       *       33,129   (15 )     -       -  
Brian E. Jones and Peggy A. Jones (JTWROS)
    342,351       1.4472 %     342,351   (16 )     -       -  
Brian Miller IRA, (Robert W. Baird & Co., Inc. TTEE, FBO Brian Miller IRA Acct # 6144 2867)
    173,400       *       173,400   (17 )     -       -  
Brian Murray
    3,636       *       3,636   (18 )     -       -  
Brian Robertson
    27,116       *       105,983   (19 )     -       -  
Bruce Porter
    30,420       *       30,420   (20 )     -       -  
Bruno Donnou
    90,817       *       90,817   (21 )     -       -  
Bruno J. Casatelli
    137,380       *       137,380   (22 )     -       -  
 
 
Buff Trust
    274,091       1.1586 %     274,091   (23 )     -       -  
Burton Mark Paull
    86,699       *       86,699   (24 )     -       -  
C.S. Leslie, Malcolm
    75,682       *       75,682   (25 )     -       -  
Carl F. Muckenhin
    43,349       *       43,349   (26 )     -       -  
Carnegie Hill Asset Partners
    --       *       353,023   (27 )                
Chad A. Elms
    121,120       *       121,120   (28 )     -       -  
Charles J. Magolske
    17,339       *       17,339   (29 )     -       -  
Charles L. Vinn
    37,840       *       37,840   (30 )     -       -  
Charles W. Ganse
    42,409       *       42,409   (31 )     -       -  
Chris Marshall
    18,163       *       18,163   (32 )     -       -  
Chris McHugh
    237,491       *       237,491   (33 )     -       -  
Sterne Agee & Leach Inc C/F Christina G. Einstein IRA
    85,784       *       85,784   (34 )     -       -  
Christopher J. Mehos
    85,784       *       85,784   (35 )     -       -  
Christopher Kane
    1,435       *       1,435   (36 )     -       -  
Christopher M. Johnston
    43,349       *       43,349   (37 )     -       -  
Christopher Oppito
    26,355       *       26,355   (38 )     -       -  
Clayton A. and Stephanie S., Reed
    43,349       *       43,349   (39 )     -       -  
Clint N. Duty
    86,699       *       86,699   (40 )     -       -  
Conor Gilligan
    7,567       *       7,567   (41 )     -       -  
Conor Stanley
    138,005       *       138,005   (42 )     -       -  
Craig Bonn
    3,382       *       3,382   (43 )     -       -  
Daniel P. Wikel
    86,699       *       86,699   (44 )     -       -  
Daniel W. Kuhar
    2,392       *       2,392   (45 )     -       -  
David A. Kuhar
    26,009       *       26,009   (46 )     -       -  
David Cantwell
    181,176       *       181,176   (47 )     -       -  
David Hicks Pension Fund
    18,163       *       18,163   (48 )     -       -  
David Patterson
    22,704       *       22,704   (49 )     -       -  
David W. Frost
    241,228       *       241,228   (50 )     -       -  
David W. Frost IRA - Sterne Agee & Leach Inc. C/F
    6,052       *       6,052   (51 )     -       -  
Dean L. Fox
    346,800       1.4660 %     346,800   (52 )     -       -  
Deborah L. Katz
    42,663       *       42,663   (53 )     -       -  
Denis O'Brien
    867,043       3.6651 %     867,043   (54 )                
Dianne M. Scheck
    173,400       *       173,400   (55 )     -       -  
Donald K. Coffey
    37,840       *       37,840   (56 )     -       -  
Douglas A. Alcott
    37,840       *       37,840   (57 )     -       -  
Douglas E. Eckert
    43,349       *       43,349   (58 )     -       -  
Douglas J Amos & Carol A. Amos (JTWROS)
    67,655       *       67,655   (59 )     -       -  
Douglas R. Holroyd & Jill K. Holroyd (JTWROS)
    67,854       *       67,854   (60 )     -       -  
Dr. John M. Ferriter
    42,891       *       42,891   (61 )     -       -  
Dr. Richard & Anita Matter (JTWROS)
    94,551       *       94,551   (62 )     -       -  
Earl R. Richardson
    130,049       *       130,049   (63 )     -       -  
Edward C. Moore
    60,560       *       60,560   (64 )     -       -  
Edwin A. Schermerhorn Roth IRA -Sterne Agee & Leach Inc. C/F
    37,840       *       37,840   (65 )     -       -  
Eitner Family Trust
    --       *       174,634   (66 )                
Eliana Cardenas and Roberto Mendez, (JTWROS)
    43,136       *       43,136   (67 )     -       -  
Enguerrand de Ponteves
    24,163       *       24,163   (68 )     -       -  
Eugene E. Eubank
    37,840       *       37,840   (69 )     -       -  
Evan Stern
    287       *       287   (70 )     -       -  
Francis Smith
    30,548       *       30,548   (71 )     -       -  
Frank Davis
    43,349       *       43,349   (72 )     -       -  
Garnett Trust
    274,091       1.1586 %     274,091   (73 )     -       -  
Gary M. Higdem
    37,840       *       37,840   (74 )     -       -  
Gary A.Washauer
    43,349       *       43,349   (75 )     -       -  
 
 
Gene R. Carlson & Cynthia L Carlson ( JTWROS)
    51,253       *       51,253   (76 )     -       -  
George Elefther & Karin Alexa Elefther (JTWROS)
    75,682       *       75,682   (77 )     -       -  
Sterne Agee & Leach Inc. C/F George Elefther IRA
    213,281       *       213,281   (78 )     -       -  
George M Zelinski
    233,945       *       233,945   (79 )     -       -  
Gerhard Plaschka
    47,235       *       47,235   (80 )     -       -  
Gonzalo A Salgueiro
    102,830       *       102,830   (81 )     -       -  
Grant L. Hanby
    37,840       *       37,840   (82 )     -       -  
Gregory F. Sullivan MD & Gene M. Sullivan (JTWROS)
    168,280       *       168,280   (83 )     -       -  
Harold O. LaFlash and Greta G. LaFlash (JTWROS)
    43,349       *       43,349   (84 )     -       -  
Harvest Financial Services Ltd. as Qualifying Fund Manager of the Chris McHugh ARF
    212,131       *       212,131   (85 )     -       -  
Helmut Koehler
    45,409       *       45,409   (86 )     -       -  
Hicks Foods Ltd.
    29,970       *       29,970   (87 )     -       -  
Hochman Family LLP
    27,244       *       27,244   (88 )     -       -  
Hugh J. Marasa Jr.
    25,306       *       25,306   (89 )     -       -  
Hugh Regan
    44,045       *       44,045   (90 )     -       -  
Ian H. Murray
    400,489       1.6929 %     400,489   (91 )     -       -  
Immotrend Inc.
    408,772       1.7279 %     408,772   (92 )     -       -  
Island Capital Nominees Ltd.
    416,250       1.7595 %     416,250   (93 )     -       -  
J. Brian Boulter
    151,362       *       151,362   (94 )     -       -  
James Ahern
    128,436       *       1,001,604   (95 )     -       -  
James G. Markey and Carolyn L. Markey (JTWROS)
    15,135       *       15,135   (96 )     -       -  
James L. Payne
    60,545       *       60,545   (97 )     -       -  
James M. Wimberly
    43,349       *       43,349   (98 )     -       -  
James Payne
    102,507       *       102,507   (99 )     -       -  
James Provenzano
    531       *       531   (100 )     -       -  
James T. Dietz & Barbara J. Dietz (JTWROS)
    22,704       *       22,704   (101 )     -       -  
Holly J. Thompson
    1,913       *       1,913   (102 )     -       -  
James W. Lees
    103,909       *       103,909   (103 )     -       -  
Jan J. Laskowski and Sofia M. Laskowski (JTWROS)
    86,699       *       86,699   (104 )     -       -  
Jared Sullivan & Shannan Sullivan (JTWROS)
    32,253       *       32,253   (105 )     -       -  
Jason Russo
    10,789       *       10,789   (106 )     -       -  
Jeff C. Kleinschmidt
    151,362       *       151,362   (107 )     -       -  
Jeff L. Stevens
    90,817       *       90,817   (108 )     -       -  
Sterne Agee & Leach Inc. C/F Jimmy R. Hasley IRA
    243,980       *       243,980   (109 )     -       -  
John Pimpinella & Bernadette Mueller (JTWROS)
    17,339       *       17,339   (110 )     -       -  
Sterne Agee & Leach Inc. C/F John H. Welsh Roth IRA
    42,663       *       42,663   (111 )     -       -  
John L. Sommer IRA, SAL C/F
    260,099       1.0995 %     260,099   (112 )     -       -  
John M. Duffy
    43,162       *       43,162   (113 )     -       -  
John M. Harrington
    --       *       15,022   (114 )                
John Malfer & Toni Malfer (JTWROS)
    121,120       *       121,120   (115 )     -       -  
John W. Eilers, Jr
    43,136       *       43,136   (116 )     -       -  
John-Paul Eitner
    12,738       *       91,605   (117 )     -       -  
Joseph Fedorko
    4,306       *       4,306   (118 )     -       -  
Joseph P. Acquavella
    7,567       *       7,567   (119 )     -       -  
Joseph Rozof
    5,550       *       5,550   (120 )     -       -  
Joseph T. Oppito
    26,009       *       26,009   (121 )     -       -  
Justin McKenna
    22,702       *       22,702   (122 )     -       -  
Keith A. Zar
    124,539       *       124,539   (123 )     -       -  
Ken. R. Klimitchek
    85,325       *       85,325   (124 )     -       -  
Kenneth G. Williamson
    102,507       *       102,507   (125 )     -       -  
Kenneth N. Larsen Trust U/A/D 9/25/09, Kenneth N. Larsen Trustee
    86,699       *       86,699   (126 )     -       -  
Kevin J. Poor
    21,796       *       21,796   (127 )     -       -  
Kevin Lynch
    12,108       *       12,108   (128 )     -       -  
Kevin O'Connor
    22,913       *       22,913   (129 )     -       -  
Kevin P. McCarthy
    189,529       *       189,529   (130 )     -       -  
Kevin R. Wilson
    17,868       *       62,935   (131 )     -       -  
 
 
Kimberly J. Macurdy IRA - Sterne Agee & Leach Inc. C/F
    22,702       *       22,702   (132 )     -       -  
Lachewitz Jr. IRA (Sterne Agee & Leach Inc. C/F Walter J. Lachewitz Jr. IRA)
    37,840       *       37,840   (133 )     -       -  
Laidlaw Holdings Limited
    86,612       *       86,612   (134 )     -       -  
Lance Ziaks & Janet Ziaks JTWROS
    16,963       *       16,963   (135 )     -       -  
Lark Enterprises, Ltd.
    85,325       *       85,325   (136 )     -       -  
Larry G. Majerus
    64,129       *       64,129   (137 )     -       -  
Laurence B. Jacobs
    36,327       *       36,327   (138 )     -       -  
Lindsay Aranha
    --       *       15,022   (139 )                
Jon H. Lytle and Carrie M. Lytle (JTWROS)
    85,325       *       85,325   (140 )     -       -  
Gary J Mabie, Janelle L Mabie (JTWROS)
    18,509       *       18,509   (141 )     -       -  
Maree Casatelli
    9,081       *       9,081   (142 )     -       -  
Maree Casatelli SEP IRA - Sterne Agee & Leach Inc. C/F Maree
    13,621       *       13,621   (143 )     -       -  
Mark A. Maki & Sara L. Maki (JTWROS)
    75,682       *       75,682   (144 )     -       -  
Mark C. Jasek
    22,704       *       22,704   (145 )     -       -  
Mark Suwyn Roth IRA - Sterne Agee & Leach Inc. C/F
    225,317       *       225,317   (146 )     -       -  
Marvin S. Rosen
    46,818       *       46,818   (147 )     -       -  
Matthew Eitner
    128,436       *       826,970   (148 )     -       -  
Matthew Reid
    86,699       *       86,699   (149 )     -       -  
Michael Ahern
    2,145       *       2,145   (150 )     -       -  
Michael B. Carroll & Sheila J. Carroll (JTWROS)
    471,515       1.9932 %     471,515   (151 )     -       -  
Michael D. Watson
    31,794       *       31,794   (152 )     -       -  
Michael E. Whitley
    43,349       *       43,349   (153 )     -       -  
Michael Engdall & Susan Engdall (JTWROS)
    139,665       *       139,665   (154 )     -       -  
 
 
Michael K. Barber & Julia Barber (JTWROS)
    127,701       *       127,701   (155 )     -       -  
Michael L. Turner
    34,679       *       34,679   (156 )     -       -  
Michael M. Hart
    17,199       *       17,199   (157 )     -       -  
Michael Murray
    22,058       *       100,925   (158 )     -       -  
Michael R. Chambers
    43,349       *       43,349   (159 )     -       -  
Michael Stanley
    51,470       *       51,470   (160 )     -       -  
Minta Group LLC
    42,663       *       42,663   (161 )     -       -  
Nabil M. Yazgi
    73,955       *       73,955   (162 )     -       -  
Nabil Yazgi MD PA 401(K) Profit Sharing Plan and Trust
    13,621       *       13,621   (163 )     -       -  
Nabil Yazgi MD PA Cash Balance Plan & Trust 12-28-2008
    7,567       *       7,567   (164 )     -       -  
Nicholas Gupta
    909       *       909   (165 )     -       -  
Patrick Maddren
    455       *       455   (166 )     -       -  
Patrick S. Thomas
    37,840       *       37,840   (167 )     -       -  
Paul A. Wildberger & Janice Wildberger (JTWROS)
    151,362       *       151,362   (168 )     -       -  
Peter H. Colettis
    37,840       *       37,840   (169 )     -       -  
Peter H. Silverman
    1,637       *       1,637   (170 )     -       -  
Peter J. and Tiffany B. Zaborowski, (JTWROS)
    249,082       *       249,082   (171 )     -       -  
Peter Malone
    287       *       287   (172 )     -       -  
Philip Stephenson
    37,840       *       37,840   (173 )     -       -  
Phillip Todd Herndon
    127,989       *       127,989   (174 )     -       -  
Rafael Penunuri
    30,272       *       30,272   (175 )     -       -  
Raja Appachi
    45,407       *       45,407   (176 )     -       -  
Randall L & Kathy S Payne (JTWROS)
    51,253       *       51,253   (177 )     -       -  
Randy Payne IRA (Sterne Agee & Leach Inc. C/F Randy Payne IRA)
    37,840       *       37,840   (178 )     -       -  
Ray Sinnott
    58,665       *       58,665   (179 )     -       -  
Ray Sinnott Pension Fund
    22,053       *       22,053   (180 )     -       -  
Reed Family Trust DTD 06-24-1999 Clayton A Reed & Stephanie S. Reed TTEES
    45,409       *       45,409   (181 )     -       -  
Rex A. Jones
    343,136       1.4505 %     343,136   (182 )     -       -  
Richard A. Levine
    950,291       4.0170 %     950,291   (183 )     -       -  
Richard Brewster
    22,913       *       22,913   (184 )     -       -  
Richard Burgess
    22,702       *       22,702   (185 )     -       -  
Richard Buttine
    3,136       *       3,136   (186 )     -       -  
Richard G. Michalski
    25,412       *       250,746   (187 )     -       -  
Richard L. Herweck
    17,339       *       17,339   (188 )     -       -  
Rikin Jobanputra
    7,318       *       7,318   (189 )     -       -  
 
 
Rippee Mineral Management LLC
    50,905       *       50,905   (190 )                
Robert Bonaventura
    35,458       *       35,458   (191 )     -       -  
Robert Dunn
    173,400       *       173,400   (192 )     -       -  
Robert H. Krauch
    346,800       1.4660 %     346,800   (193 )     -       -  
Robert Hair
    22,704       *       22,704   (194 )     -       -  
Robert J Laubenthal
    51,415       *       51,415   (195 )     -       -  
Robert LeBoyer
    1,665       *       1,665   (196 )     -       -  
Robert N. Blank
    43,349       *       43,349   (197 )     -       -  
Robert Rotunno
    2,255       *       2,255   (198 )     -       -  
Robert T. Stapell
    43,349       *       43,349   (199 )     -       -  
Roger Conan
    242,630       *       242,630   (200 )     -       -  
Sterne Agee & Leach Inc. C/F Roger K. Cady R/O IRA
    85,658       *       85,658   (201 )     -       -  
Ron D. Craig
    345,393       1.4600 %     345,393   (202 )     -       -  
Ron Zuckerman
    7,090       *       7,090   (203 )     -       -  
Ronald J. Woodward
    37,840       *       37,840   (204 )     -       -  
Ronald A. Soicher
    60,689       *       60,689   (205 )     -       -  
Ryan Turcotte
    26,609       *       26,609   (206 )     -       -  
Sandesh Seth
    121,958       *       121,958   (207 )     -       -  
Sandra F. Tomlinson
    64,402       *       64,402   (208 )     -       -  
Sterne Agee & Leach Inc. C/F Pat Schneider IRA
    61,504       *       61,504   (209 )     -       -  
Scott L. Byer
    43,349       *       43,349   (210 )     -       -  
Seal Rock 1, LLC
    60,545       *       60,545   (211 )     -       -  
Sepulveda Roth IRA (Sterne Agee & Leach Inc. C/F Mercedes Sepulveda Roth IRA)
    90,817       *       90,817   (212 )     -       -  
Sharon M. Smith
    16,874       *       16,874   (213 )     -       -  
Simon C. Guscott
    51,353       *       51,353   (214 )     -       -  
Sohin Shah
    832       *       832   (215 )     -       -  
Srinivasa Rajan
    8,481       *       8,481   (216 )     -       -  
Stephen and Tracy Park, (JTWROS)
    51,764       *       51,764   (217 )     -       -  
Stephen Fischgrund
    26,009       *       26,009   (218 )     -       -  
 
 
Stephen Hamilton
    90,798       *       90,798   (219 )     -       -  
Sterne Agee & Leach Inc. C/F JB Trahern Bene Owner Ann Trahern DCSD IRA
    44,614       *       44,614   (220 )     -       -  
Steven De Decker & Diop Diatou (JTWROS)
    75,682       *       75,682   (221 )     -       -  
Steven K. Nelson
    37,840       *       37,840   (222 )     -       -  
Steven W. Poe and Judith L. Poe (JTWROS)
    17,118       *       17,118   (223 )     -       -  
Sterne Agee & Leach Inc. C/F Gregory F. Sullivan II Roth IRA
    8,481       *       8,481   (224 )     -       -  
Susan H. Lu
    18,163       *       18,163   (225 )     -       -  
Syntec Scientific Ltd. by Ray Sinnott
    167,987       *       167,987   (226 )     -       -  
Thomas and Lillian Murray, (JTWROS)
    17,156       *       17,156   (227 )     -       -  
Thomas C Pugh
    51,253       *       51,253   (228 )     -       -  
Thomas G. Hoffman
    178,512       *       178,512   (229 )     -       -  
Thomas J. Moore & Cathleen Moore (JTWROS)
    89,093       *       89,093   (230 )     -       -  
Timothy A. Kippenhan
    75,682       *       75,682   (231 )     -       -  
Timothy C. Behr
    6,171       *       6,171   (232 )     -       -  
Timothy E. Lemaster
    95,369       *       95,369   (233 )     -       -  
Timothy J. and Catherine A. Pellegrini (JTWROS)
    43,349       *       43,349   (234 )     -       -  
Timothy J. Kane & Annette K. Kane (JTWROS)
    51,353       *       51,353   (235 )     -       -  
Timothy J. Rinker
    43,349       *       43,349   (236 )     -       -  
Timothy P. Johnston
    82,364       *       82,364   (237 )     -       -  
Timothy Wieghaus
    126,599       *       126,599   (238 )     -       -  
Tracy N. Poe
    93,155       *       93,155   (239 )     -       -  
Sterne Agee & Leach Inc. C/F Tracy N. Poe Roth IRA
    50,890       *       50,890   (240 )                
Uday Dandamudi
    22,704       *       22,704   (241 )     -       -  
Variety Investments Limited
    515,980       2.1811 %     515,980   (242 )     -       -  
Velcro LLC
    90,817       *       90,817   (243 )     -       -  
Vinod Moras
    832       *       832   (244 )     -       -  
Willard L Simons
    32,802       *       32,802   (245 )     -       -  
Willard L. Simons IRA - Sterne Agee & Leach Inc. C/F
    31,794       *       31,794   (246 )     -       -  
William A. and Barbara B. Valka, (JTWROS)
    43,349       *       43,349   (247 )     -       -  
William H. Hieronymus
    151,362       *       151,362   (248 )     -       -  
William J. Diamond & Andrea Sullivan (JTWROS)
    18,163       *       18,163   (249 )     -       -  
William L. Lane & Leann Lane (JTWROS)
    37,840       *       37,840   (250 )     -       -  
William Wade Brawley
    43,349       *       43,349   (251 )     -       -  
William Woodford
    22,704       *       22,704   (252 )     -       -  
Wilson, William, III and Wilson, Patricia White COTTEE of The Wilson Family Restated Living Trust UTA dtd 04/2004
    173,400       *       173,400   (253 )     -       -  
Wojciech Rybacki
    24,975       *       24,975   (254 )     -       -  
Xiaowei Zhou
    18,359       *       18,359   (255 )     -       -  
Yogesh Desai
    45,407       *       45,407   (256 )     -       -  
TOTAL
    20,838,703               24,594,265                      
 
 
25

 
1
Includes (i) 89,367 shares of common stock and (ii) 21,953 shares of common stock issuable upon the exercise of the Stock Offering warrants (Adam Baker).
2
Includes (i) 22,533 shares of common stock issuable upon exercise of the warrants pursuant to the transaction management agreement with Jamess Capital Group, LLC.  Warrant may not be exercised by the Holder upon less than 90 days prior written notice of such exercise and provided further that the Holder may elect, in its sole discretion, to waive the Prior Notice Requirement, in whole or in part, upon 65 days prior written notice of such waiver.  Excluded from calculation of beneficial ownership as such.  (Alan Aranha).
3
Includes (i) 76,525 shares of common stock and (ii) 18,239 shares of common stock issuable upon the exercise of the Stock Offering warrants.  Albert H. Konetzni, Jr. and Shirley A. Konetzni may be deemed to be the beneficial owner of the shares of our common stock held by  Albert H. Konetzni Jr. and Shirley A. Konetzni JT TEN.   (Albert H. Konetzni Jr. & Shirley A. Konetzni JT TEN).
4
Includes (i) 60,545 shares of common stock and (ii) 30,272 shares of common stock issuable upon exercise of the Series B warrants. Alexander Sepulveda may be deemed to be the beneficial owner of the shares of our common stock held by the Sterne Agee & Leach Inc. C/F Alexander Sepulveda IRA.   (Sterne Agee & Leach Inc. C/F Alexander Sepulveda IRA),
5
Includes (i) 99,617 shares of common stock issuable upon exercise of the placement agent warrants at an exercise price of 0.78, exercisable on a cashless basis issued to Amrosan, LLC, a partnership in which the majority member interest is owned by the family of Mr. Seth, a Director of Actinium and (ii) 375,556 shares of common stock issuable upon exercise of the warrants pursuant to the transaction management agreement with Jamess Capital Group, LLC.  Warrant may not be exercised by the Holder upon less than 90 days prior written notice of such exercise and provided further that the Holder may elect, in its sole discretion, to waive the Prior Notice Requirement, in whole or in part, upon 65 days prior written notice of such waiver.  Excluded from calculation of beneficial ownership as such.  Mr. Alan Aranha has voting and/or investment power over the common stock of Actinium owned by Amrosan, LLC.  (Amrosan, LLC).
6
Includes (i) 40,273 shares of common stock and (ii) 15,136 shares of common stock issuable upon exercise of the Series B warrants (Andrew Bellamy).
7
Includes (i) 34,458 shares of common stock and (ii) 8,615 shares of common stock issuable upon the exercise of the Stock Offering warrants (Andrew Chandler).
8
Includes (i) 18,163 shares of common stock and (ii) 9,081 shares of common stock issuable upon exercise of the Series B warrants. Andrew Charles Good  & Fiona McPhee  may be deemed to be the beneficial owner of the shares of our common stock held by Andrew Charles Good  & Fiona McPhee (JTWROS).   (Andrew Charles Good  & Fiona McPhee (JTWROS)).
9
Includes (i) 51,359  shares of common stock, (ii) 6,054 shares of common stock issuable upon exercise of the Series B warrants, and (iii) 6,785 shares of common stock issuable upon exercise of the Stock Offering warrants  (Anthony D'Amato).
10
Includes (i) 11,305 shares of common stock and (ii) 19,352 shares of common stock issuable upon exercise of the 2012 Common Stock placement agent warrants at an exercise price of 2.48.  Ms. Beeram is affiliated with the Placement Agent of the Stock Offering and the 2012 Common Stock Offering (Aparna Beeram).
11
Includes (i) 83,461 shares of common stock and (ii) 19,973 shares of common stock issuable upon the exercise of the Stock Offering warrants.  (Benjamin Hasty).
12
Includes (i) 15,136 shares of common stock and (ii) 7,568 shares of common stock issuable upon exercise of the Series B warrants (Billy W. Harris).
13
Includes (i) 721,068 shares of common stock issuable upon exercise of the warrants pursuant to the transaction management with Jamess Capital Group, LLC.  Warrant may not be exercised by the Holder upon less than 90 days prior written notice of such exercise and provided further that the Holder may elect, in its sole discretion, to waive the Prior Notice Requirement, in whole or in part, upon 65 days prior written notice of such waiver.  Excluded from calculation of beneficial ownership as such.  Ms. Lindsay Aranha has voting and/or investment power over the common stock of Actinium owned by Bioche Asset Management, LLC (Bioche Asset Management LLC).
14
Includes (i) 68,470  shares of common stock and (ii) 17,118 shares of common stock issuable upon the exercise of the Stock Offering warrants (Bohdan Chaban).
15
Includes (i) 31,616 shares of common stock and (ii) 1,513 shares of common stock issuable upon exercise of the Series B warrants (Brendan Sullivan).
16
Includes (i) 273,881 shares of common stock and (ii) 68,470 shares of common stock issuable upon the exercise of the Stock Offering warrants.  Brian E.  Jones and Peggy A. Jones may be deemed to be the beneficial owner of the shares of our common stock held by Brian E.  Jones and Peggy A. Jones (JTWROS).   (Brian E.  Jones and Peggy A. Jones).
17
Includes (i) 138,720 shares of common stock and (ii) 34,680 shares of common stock issuable upon exercise of the Stock Offering warrants. Brian Miller may be deemed to be the beneficial owner of the shares of our common stock held by Miller, Brian IRA (Robert W. Baird & Co., Inc. TTEE, FBO Brian Miller IRA Acct # 6144 2867.   (Robert W. Baird & Co., Inc. TTEE, FBO Brian Miller IRA Acct # 6144 2867)).
18
Includes (i) 3,636 shares of common stock issuable upon exercise of the placement agent warrants at an exercise price of 0.78. Mr. Murray is affiliated with the Placement Agent of the Stock Offering (Brian Murray).
19
Includes (i) 20,874 shares of common stock issuable upon exercise of the placement agent warrants at an exercise price of 0.78.  (ii) 78,867 shares of common stock issuable upon exercise of the warrants pursuant to the transaction management agreement with Jamess Capital Group, LLC.  Warrant may not be exercised by the Holder upon less than 90 days prior written notice of such exercise and provided further that the Holder may elect, in its sole discretion, to waive the Prior Notice Requirement, in whole or in part, upon 65 days prior written notice of such waiver.  Excluded from calculation of beneficial ownerhip as such. and (iii) 6,242 shares of common stock issuable upon exercise of the 2012 Common Stock placement agent warrants at an exercise price of 2.48.  Mr. Robertson is affiliated with the Placement Agent of the Stock Offering and the 2012 Common Stock Offering.  (Brian Robertson).
20
Includes (i) 30,420 shares of common stock.  Mr. Porter is affiliated with the Placement Agent of the Stock Offering and the 2012 Common Stock Offering (Bruce Porter).
21
Includes (i) 60,545 shares of common stock and (ii) 30,272 shares of common stock issuable upon exercise of the Series B warrants (Bruno Donnou).
22
Includes (i) 110,761 shares of common stock, (ii) 15,136 shares of common stock issuable upon exercise of the Series B warrants, and (iii) 11,483 shares of common stock issuable upon the exercise of the Stock Offering warrants (Bruno J. Casatelli).
23
Includes (i) 199,236 shares of common stock issuable upon exercise of the placement agent warrants at an exercise price of 0.78. (ii) 74,855 shares of common stock issuable upon exercise of the 2012 Common Stock placement agent warrants at an exercise price of 2.48.  Buff Trust is affiliated with the Placement Agent of the Stock Offering and the 2012 Common Stock Offering (Buff Trust).  John Tesse has voting and/or investment power over the common stock of Actinium owned by the Buff Trust.
24
Includes (i) 69,359 shares of common stock and (ii) 17,340 shares of common stock issuable upon exercise of the Stock Offering warrants (Burton Mark Paull).
25
Includes (i) 60,546 shares of common stock and (ii) 15,136 shares of common stock issuable upon exercise of the Series B warrants (Malcolm C.S. Leslie).
26
Includes (i) 34,679 shares of common stock and (ii) 8,670 shares of common stock issuable upon exercise of the Stock Offering warrants (Carl F. Muckenhin).
27
Includes (i) 353,023 shares of common stock issuable upon exercise of the warrants pursuant to the transaction management agreement with Jamess Capital Group, LLC.  Warrant may not be exercised by the Holder upon less than 90 days prior written notice of such exercise that the Holder  may elect, in its sole discretion, to waive the Prior Notice Requirement, in whole or in part, upon 65 days prior written notice of such waiver.  Excluded from calculation of beneficial ownerhip as such.  Mr. Alan Aranha has voting and/or investment power over the common stock of Actinium owned by Carnegie Hill Asset Partners (Carnegie Hill Asset Partners).
28
Includes (i) 90,848 shares of common stock and (ii) 30,272 shares of common stock issuable upon exercise of the Series B warrants (Chad A. Elms).
29
Includes (i) 13,871 shares of common stock and (ii) 3,468 shares of common stock issuable upon exercise of the Stock Offering warrants (Charles J. Magolske).
30
Includes (i) 30,272 shares of common stock and (ii) 7,568 shares of common stock issuable upon exercise of the Series B warrants (Charles L. Vinn).
31
Includes (i) 33,927 shares of common stock and (ii) 8,482 shares of common stock issuable upon the exercise of the Stock Offering warrants (Charles W. Ganse).
32
Includes (i) 12,109 shares of common stock and (ii) 6,054 shares of common stock issuable upon exercise of the Series B warrants (Chris Marshall).
 
 
33
Includes (i) 189,993 shares of common stock and (ii) 47,498 shares of common stock issuable upon exercise of the Stock Offering warrants (Chris McHugh).
34
Includes (i) 68,627 shares of common stock and (ii) 17,157 shares of common stock issuable upon the exercise of the Stock Offering warrants.  Christina Einstein may be deemed to be the beneficial owner of the shares of our common stock held by Sterne Agee & Leach Inc. C/F Christina G. Einstein IRA.   (Sterne Agee & Leach Inc C/F Christina G. Einstein IRA).
35
Includes (i) 68,627 shares of common stock and (ii) 17,157 shares of common stock issuable upon exercise of the Stock Offering warrants (Christopher J. Mehos).
36
Includes (i) 1,435 shares of common stock issuable upon exercise of the placement agent warrants at an exercise price of 0.78.  Mr. Kane is affiliated with the Placement Agent of the Stock Offering Offering (Christopher Kane).
37
Includes (i) 34,679 shares of common stock and (ii) 8,670 shares of common stock issuable upon the exercise of the Stock Offering warrants (Christopher M. Johnston).
38
Includes (i) 23,627 shares of common stock issuable upon exercise of the placement agent warrants at an exercise price of 0.78 and (ii) 2,728 shares of common stock issuable upon exercise of the 2012 Common Stock placement agent warrants at an exercise price of 2.48.  Mr. Oppito is affiliated with the Placement Agent of the Stock Offering Offering and the 2012 Common Stock Offering.  (Christopher Oppito.).
39
Includes (i) 34,679 shares of common stock and (ii) 8,670 shares of common stock issuable upon exercise of the Stock Offering warrants (Clayton A. and Stephanie S., Reed).
40
Includes (i) 69,359 shares of common stock and (ii) 17,340 shares of common stock issuable upon the exercise of the Stock Offering warrants (Clint N. Duty).
41
Includes (i) 6,054 shares of common stock and (ii) 1,513 shares of common stock issuable upon exercise of the Series B warrants (Conor Gilligan).
42
Includes (i) 110,404 shares of common stock and (ii) 27,601 shares of common stock issuable upon exercise of the Stock Offering warrants (Conor Stanley).
43
Includes (i) 3,382 shares of common stock issuable upon exercise of the 2012 Common Stock placement agent warrants at an exercise price of 2.48.  Mr. Bonn is affiliated with the Placement Agent of the 2012 Common Stock Offering (Craig Bonn).
44
Includes (i) 69,359 shares of common stock and (ii) 17,340 shares of common stock issuable upon exercise of the Stock Offering warrants (Daniel P. Wikel).
45
Includes (i) 69,359 shares of common stock and (ii) 17,340 shares of common stock issuable upon exercise of the Stock Offering warrants (Daniel P. Wikel).
46
Includes (i) 20,807 shares of common stock and (ii) 5,202 shares of common stock issuable upon the exercise of the Stock Offering warrants (David A. Kuhar).
47
Includes (i) 144,941 shares of common stock and (ii) 36,235 shares of common stock issuable upon the exercise of the Stock Offering warrants (David Cantwell).
48
Includes (i) 12,109 shares of common stock and (ii) 6,054 shares of common stock issuable upon exercise of the Series B warrants.  David Hicks  may be deemed to be the beneficial owner of the shares of our common stock held by the David Hicks Pension Fund.   (David Hicks Pension Fund).
49
Includes (i) 15,136 shares of common stock and (ii) 7,568 shares of common stock issuable upon exercise of the Series B warrants (David Patterson).
50
Includes (i) 193,331 shares of common stock, (ii) 28,759 shares of common stock issuable upon exercise of the Series B warrants and (iii) 19,138 shares of common stock issuable upon exercise of the Stock Offering Warrants (David W. Frost).
51
Includes (i) 4,842 shares of common stock and (ii) 1,210 shares of common stock issuable upon exercise of the Series B warrants. David Frost may be deemed to be the beneficial owner of the shares of our common stock held by Frost IRA - Sterne Agee & Leach Inc. C/F David W.   (David W. Frost IRA - Sterne Agee & Leach Inc. C/F David W.).
52
Includes (i) 277,440 shares of common stock and (ii) 69,360 shares of common stock issuable upon the exercise of the Stock Offering warrants (Dean L. Fox).
53
Includes (i) 34,130  shares of common stock and (ii) 8,533 shares of common stock issuable upon the exercise of the Stock Offering warrants (Deborah L. Katz).
54
Includes (i) 693,634 shares of common stock and (ii) 173,409 shares of common stock issuable upon the exercise of the Stock Offering warrants (Denis O'Brien).
55
Includes (i) 138,720 shares of common stock and (ii) 34,680 shares of common stock issuable upon exercise of the Stock Offering warrants (Dianne M. Scheck).
56
Includes (i) 30,272 shares of common stock and (ii) 7,568 shares of common stock issuable upon exercise of the Series B warrants (Donald K. Coffey).
57
Includes (i) 30,272 shares of common stock and (ii) 7,568 shares of common stock issuable upon exercise of the Series B warrants (Douglas A. Alcott).
58
Includes (i) 34,679 shares of common stock and (ii) 8,670 shares of common stock issuable upon the exercise of the Stock Offering warrants (Dougles E. Eckert).
59
Includes (i) 55,024 shares of common stock and (ii) 12,631 shares of common stock issuable upon the exercise of the Stock Offering warrants  (Douglas J Amos & Carol A Amos, JTWROS).
60
Includes (i) 54,283 shares of common stock and (ii) 13,571 shares of common stock issuable upon the exercise of the Stock Offering warrants.  Douglas R. Holroyd & Jill K. Holroyd may be deemed to be the beneficial owner of the shares of our common stock held by Douglas R. Holroyd & Jill K. Holroyd (JTWROS).   (Douglas R. Holroyd & Jill K. Holroyd (JTWROS)).
61
Includes (i) 34,313 shares of common stock and (ii) 8,578 shares of common stock issuable upon the exercise of the Stock Offering warrants (Dr. John M. Ferriter).
62
Includes (i) 76,355 shares of common stock and (ii) 18,196 shares of common stock issuable upon exercise of the Stock Offering warrants.  Dr. Richard and Anita Matter may be deemed to be the beneficial owner of the shares of our common stock held by Dr. Richard and Anita Matter (JTWROS).    (Dr. Richard and Anita Matter (JTWROS)).
63
Includes (i) 104,039 shares of common stock and (ii) 26,010 shares of common stock issuable upon exercise of the Stock Offering warrants (Earl R. Richardson).
64
Includes (i) 45,424 shares of common stock and (ii) 15,136 shares of common stock issuable upon exercise of the Series B warrants  (Edward C. Moore).
65
Includes (i) 30,272 shares of common stock and (ii) 7,568 shares of common stock issuable upon exercise of the Series B warrants.  Edwin A. Schermerhorn may be deemed to be the beneficial owner of the shares of our common stock held by the Schermerhorn Roth IRA -Sterne Agee & Leach Inc. C/F Edwin A.   (Edwin A. Schermerhorn Roth IRA -Sterne Agee & Leach Inc. C/F).  
66
Includes (i) 174,634 shares of common stock issuable upon exercise of the warrants pursuant to the transaction management agreement with Jamess Capital Group, LLC.  Warrant may not be exercised by the Holder upon less than 90 days prior written notice of such exercise and provided further that the Holder may elect, in its sole discretion, to waive the Prior Notice Requirement, in whole or in part, upon 65 days prior written notice of such waiver.  Excluded from calculation of beneficial ownerhip as such.  John Coolong has voting and/or investment power over the common stock of Actinium owned by the Eitner Family Trust (Eitner Family Trust).
 
 
67
Includes (i) 34,509 shares of common stock and (ii) 8,627 shares of common stock issuable upon exercise of the Stock Offering warrants.  Eliana Cardenas Mendez and Roberto Mendez may be deemed to be the beneficial owner of the shares of our common stock held by Mendez, Eliana Cardenas and Roberto (JTWROS).   (Eliana Cardenas and Roberto Mendez, (JTWROS)).
68
Includes (i) 18,109 shares of common stock and (ii) 6,054 shares of common stock issuable upon exercise of the Series B warrants (Enguerrand de Ponteves).
69
Includes (i) 30,272 shares of common stock and (ii) 7,568 shares of common stock issuable upon exercise of the Series B warrants (Eugene E. Eubank).
70
Includes (i) 287 shares of common stock issuable upon exercise of the placement agent warrants at an exercise price of 0.78. Mr. Stern is affiliated with the Placement Agent of the Stock Offering (Evan Stern).
71
Includes (i) 20,174 shares of common stock and (ii) 10,374 shares of common stock issuable upon exercise of the 2012 Common Stock placement agent warrants at an exercise price of 2.48.  Mr. Smith is affiliated with the Placement Agent of the Stock Offering  and the 2012 Common Stock Offering (Francis Smith.).
72
Includes (i) 34,679  shares of common stock and (ii) 8,670 shares of common stock issuable upon the exercise of the Stock Offering warrants (Frank Davis).
73
Includes (i) 199,236 shares of common stock issuable upon exercise of the placement agent warrants at an exercise price of 0.78.  (ii) 74,855 shares of common stock issuable upon exercise of the 2012 Common Stock placement agent warrants at an exercise price of 2.48.  Garnett Trust is affiliated with the Placement Agent of the Stock Offering and the 2012 Common Stock Offering (Garnett Trust.).  John Tesse has voting and/or investment power over the common stock of Actinium owned by the Garnett Trust.
74
Includes (i) 30,272 shares of common stock and (ii) 7,568 shares of common stock issuable upon exercise of the Series B warrants (Gary M. Higdem).
75
Includes (i) 34,679 shares of common stock and (ii) 8,670 shares of common stock issuable upon exercise of the Stock Offering warrants (Gary A. Washauer).
76
Includes (i) 41,684 shares of common stock and (ii) 9,569 shares of common stock issuable upon the exercise of the Stock Offering warrants (Gene R Carlson & Cynthia L Carlson (JTWROS)).
77
Includes (i) 60,546 shares of common stock and (ii) 15,136 shares of common stock issuable upon exercise of the Series B warrants. George Elefther  & Karin Alexa  Elefther may be deemed to be the beneficial owner of the shares of our common stock held by  George Elefther  & Karin Alexa  Elefther (JTWROS).   (George Elefther  & Karin Alexa  Elefther (JTWROS)).
78
Includes (i) 170,625 shares of common stock and (ii) 42,656 shares of common stock issuable upon the exercise of the Stock Offering warrants (Sterne Agee & Leach Inc.  C/F George Elefther IRA).
79
Includes (i) 184,129 shares of common stock, (ii) 15,136 shares of common stock issuable upon exercise of the Series B warrants, and (iii) 34,680 shares of common stock issuable upon exercise of the Stock Offering warrants (George M Zelinski).
80
Includes (i) 37,788 shares of common stock, (ii) 6,054 shares of common stock issuable upon exercise of the Series B warrants, and (iii) 3,393 shares of common stock issuable upon exercise of the Stock Offering warrants (Gerhard Plaschka).
81
Includes (i) 83,692 shares of common stock and (ii) 19,138 shares of common stock issuable upon the exercise of the Stock Offering warrants (Gonzalo A Salgueiro).
82
Includes (i) 30,272 shares of common stock and (ii) 7,568 shares of common stock issuable upon exercise of the Series B warrants (Grant L. Hanby).
83
Includes (i) 134,624 shares of common stock, (ii) 13,017 shares of common stock issuable upon exercise of the Series B warrants, and (iii) 20,639 shares of common stock issuable upon exercise of the Stock Offering warrants.  Gregory F. Sullivan & Gene M. Sullivan may be deemed to be the beneficial owner of the shares of our common stock held by Gregory F. Sullivan MD & Gene M. Sullivan (JTWROS). (Gregory F. Sullivan MD & Gene M. Sullivan (JTWROS)).
84
Includes (i) 34,679 shares of common stock and (ii) 8,670 shares of common stock issuable upon the exercise of the Stock Offering warrants.  Harold O. LaFlash and Greta G. LaFlash may be deemed to be the beneficial owner of the shares of our common stock held by Harold O. LaFlash and Greta G. LaFlash (JTWROS).   (Harold O. LaFlash and Greta G. LaFlash (JTWROS)).
85
Includes (i) 169,705 shares of common stock and (ii) 42,426 shares of common stock issuable upon the exercise of the Stock Offering warrants.  Chris McHugh may be deemed to be the beneficial owner of the shares of our common stock held by Harvest Financial Services Ltd. as Qualifying Fund Manager of the Chris McHugh ARF   (Harvest Financial Services Ltd as Qualifying Fund Manager of the Chris McHugh ARF ).
86
Includes (i) 30,273 shares of common stock and (ii) 15,136 shares of common stock issuable upon exercise of the Series B warrants (Helmut Koehler).
87
Includes (i) 19,980 shares of common stock and (ii) 9,990 shares of common stock issuable upon exercise of the Series B warrants. David Hicks  may be deemed to be the beneficial owner of the shares of our common stock held by the Hicks Foods Ltd.   (Hicks Foods Ltd.).
88
Includes (i) 18,163 shares of common stock and (ii) 9,081 shares of common stock issuable upon exercise of the Series B warrants. Lawrence Hochman  may be deemed to be the beneficial owner of the shares of our common stock held by the Hochman Family LLP .   Lawrence D. Hochman has voting/and or investment power over the common stock of Actinium owned by Hochman Family LLP.  (Hochman Family LLP).
89
Includes (i) 19,988 shares of common stock issuable upon exercise of the placement agent warrants at an exercise price of 0.78 and (ii) 5,318 shares of common stock issuable upon exercise of the 2012 Common Stock placement agent warrants at an exercise price of 2.48.  Mr. Marasa is affiliated with the Placement Agent of the Stock Offering and the 2012 Common Stock Offering (Hugh J. Marasa Jr.).
90
Includes (i) 23,607 shares of common stock issuable upon exercise of the placement agent warrants at an exercise price of 0.78 and (ii) 20,438 shares of common stock issuable upon exercise of the 2012 Common Stock placement agent warrants at an exercise price of 2.48.  Mr. Regan is affiliated with the Placement Agent of the Stock Offering  and the 2012 Common Stock Offering (Hugh Regan).
91
Includes (i) 312,528 shares of common stock, (ii) 37,840 shares of common stock issuable upon exercise of the Series B warrants and (iii) 50,121 shares of common stock issuable upon exercise of the Stock Offering warrants (Ian H. Murray).
92
Includes (i) 302,818 shares of common stock and (ii) 105,954 shares of common stock issuable upon exercise of the Series B warrants.  Stephan Herrmann may be deemed to be the beneficial owner of the shares of our common stock held by Immotrend Inc.   (Immotrend Inc.). 
93
Includes (i) 333,000 shares of common stock and (ii) 83,250 shares of common stock issuable upon exercise of the Series B warrants. David Sykes  may be deemed to be the beneficial owner of the shares of our common stock held by Island Capital Nominees Ltd.  David Sykes has voting and/or investment power over the common stock of Actinium owned by Island Capital Nominees Ltd. (Island Capital Nominees Ltd.). 
94
Includes (i) 121,090 shares of common stock and (ii) 30,272 shares of common stock issuable upon exercise of the Series B warrants (J. Brian Boulter).
 
 
95
Includes (i) 97,001 shares of common stock issuable upon exercise of the placement agent warrants at an exercise price of 0.78 (ii) 873,168 shares of common stock issuable upon exercese of the warrants pursuant to the transaction management agreement with Jamess Capital Group, LLC.  Warrant may not be exercised by the Holder upon less than 90 days prior written notice of such exercise and provided further that the Holder may elect, in its sole discretion, to waive the Prior Notice Requirement, in whole or in part, upon 65 days prior written notice of such waiver.  Excluded from calculation of beneficial ownerhip as such.  and (iii) 31,435 shares of common stock issuable upon exercise of the 2012 Common Stock placement agent warrants at an exercise price of 2.48.  Mr. Ahern is affiliated with the Placement Agent of the Stock Offering and the 2012 Common Stock Offering  (James Ahern.).
96
Includes (i) 12,108 shares of common stock and (ii) 3,027 shares of common stock issuable upon exercise of the Series B warrants (James G. Markey and Carolyn L. Markey (JTWROS)).
97
Includes (i) 48,436 shares of common stock and (ii) 12,109 shares of common stock issuable upon exercise of the Series B warrants (James L. Payne).
98
Includes (i) 34,679 shares of common stock and (ii) 8,670 shares of common stock issuable upon exercise of the Stock Offering warrants (James M. Wimberly).
99
Includes (i) 83,369 shares of common stock from notes conversion and (ii) 19,138 shares of common stock issuable upon the exercise of the Stock Offering warrants (James Payne).
100
Includes (i) 531 shares of common stock issuable upon exercise of the placement agent warrants at an exercise price of 0.78.  Mr. Provenzano is affiliated with the Placement Agent of the Stock Offering (James Provenzano).
101
Includes (i) 15,136 shares of common stock and (ii) 7,568 shares of common stock issuable upon exercise of the Series B warrants.  James T. Dietz & Barbara J. Dietz may be deemed to be the beneficial owner of the shares of our common stock held by  James T. Dietz & Barbara J. Dietz (JTWROS).  
102
Includes (i) 1,913 shares of common stock issuable upon exercise of the placement agent warrants at an exercise price of 0.78.  Mr. Thompson is affiliated with the Placement Agent of the Stock Offering (Holly J. Thompson).
103
Includes (i) 80,103 shares of common stock, (ii) 15,136 shares of common stock issuable upon exercise of the Series B warrants and (iii) 8,670 shares of common stock issuable upon exercise of the Stock Offering warrants (James W. Lees).
104
Includes (i) 69,359 shares of common stock and (ii) 17,340 shares of common stock issuable upon the exercise of the Stock Offering warrants.  Jan J. Laskowski & Sofia M. Laskowski may be deemed to be the beneficial owner of the shares of our common stock held by Jan J. Laskowski and Sofia M. Laskowski (JTWROS (Jan J. Laskowski and Sofia M. Laskowski (JTWROS)).
105
Includes (i) 25,802 shares of common stock, (ii) 3,027 shares of common stock issuable upon exercise of the Series B warrants, and (iii) 3,424 shares of common stock issuable upon exercise of the Stock Offering warrants (Jared Sullivan & Shannan Sullivan (JTWROS)).
106
Includes (i) 10,789 shares of common stock issuable upon exercise of the 2012 Common Stock placement agent warrants at an exercise price of 2.48.  Mr. Russo is affiliated with the Placement Agent of the 2012 Common Stock Offering (Jason Russo).
107
Includes (i) 121,090 shares of common stock and (ii) 30,272 shares of common stock issuable upon exercise of the Series B warrants (Jeff C. Kleinschmidt).
108
Includes (i) 60,545 shares of common stock and (ii) 30,272 shares of common stock issuable upon exercise of the Series B warrants (Jeff L. Stevens).
109
Includes (i) 196,411 shares of common stock and (ii) 47,569 shares of common stock issuable upon the exercise of the Stock Offering warrants (Sterne Agee & Leach Inc. C/F Jimmy R. Hasley IRA).
110
Includes (i) 13,871 shares of common stock and (ii) 3,468 shares of common stock issuable upon exercise of the Stock Offering warrants. John Pimpinella and Bernadette Mueller may be deemed to be beneficial owner of the shares of our common stock held by John Pimpinella & Bernadette Mueller (JTWROS).  (John Pimpinella & Bernadette Mueller (JTWROS)).
111
Includes (i) 34,130 shares of common stock and (ii) 8,533 shares of common stock issuable upon exercise of the Stock Offering warrants. John H. Welsh may be deemed to be the beneficial owner of the shares of our common stock held by the Sterne Agee & Leach Inc. C/F John H. Welsh Roth IRA. (Sterne Agee & Leach Inc. C/F John H. Welsh Roth IRA).
112
Includes (i) 208,079 shares of common stock and (ii) 52,020 shares of common stock issuable upon exercise of the Stock Offering warrants (John L. Sommer IRA, SAL C/F).
113
Includes (i) 33,318 shares of common stock, (ii) 3,027 shares of common stock issuable upon exercise of the Series B warrants and (iii) 6,817 shares of common stock issuable upon the exercise of the Stock Offering warrants (John M. Duffy).
114
Includes (i) 15,022 shares of common stock issuable upon exercise of the warrants pursuant to the transaction management agreement with Jamess Capital Group, LLC.  Excluded from calculation of beneficial ownerhip as such.  Warrant may not be exercised by the Holder upon less than 90 days prior written notice of such exercise and provided further that the Holder may elect, in its sole discretion, to waive the Prior Notice Requirement, in whole or in part, upon 65 days prior written notice of such waiver. (John M. Harrington).
115
Includes (i) 90,848 shares of common stock and (ii) 30,272 shares of common stock issuable upon exercise of the Series B warrants. John Malfer & Toni Malfer may be deemed to be the beneficial owner of the shares of our common stock held by the John Malfer & Toni Malfer (JTWROS).   (John Malfer & Toni Malfer (JTWROS)).
116
Includes (i) 34,509 shares of common stock and (ii) 8,627 shares of common stock issuable upon the exercise of the Stock Offering warrants (John W. Eilers, Jr.).
 
 
117
Includes (i) 10,334 shares of common stock issuable upon exercise of the placement agent warrants at an exercise price of 0.78.  (ii) 78,867 shares of common stock issuable upon exercise of the warrants pursuant to the transaction management agreement with Jamess Capital Group, LLC.  Warrant may not be exercised by the Holder upon less than 90 days prior written notice of such exercise and provided further that the Holder may elect, in its sole discretion, to waive the Prior Notice Requirement, in whole or in part, upon 65 days prior written notice of such waiver.  Excluded from calculation of beneficial ownerhip as such.  and (iii) 2,404 shares of common stock issuable upon exercise of the 2012 Common Stock placement agent warrants at an exercise price of 2.48.  Mr. Eitner is affiliated with the Placement Agent of the Stock Offering and the 2012 Common Stock Offering (John-Paul Eitner.).
118
Includes (i) 4,306 shares of common stock issuable upon exercise of the placement agent warrants at an exercise price of 0.78.  Mr. Fedorko is affiliated with the Placement Agent of the Stock Offering (Joseph Fedorko.).
119
Includes (i) 6,054 shares of common stock and (ii) 1,513 shares of common stock issuable upon exercise of the Series B warrants (Joseph P. Acquavella).
120
Includes (i) 5,550 shares of common stock issuable upon exercise of the placement agent warrants at an exercise price of 0.78.  Mr. Rozof is affiliated with the Placement Agent of the Stock Offering (Joseph Rozof).
121
Includes (i) 20,807 shares of common stock and (ii) 5,202 shares of common stock issuable upon exercise of the Stock Offering warrants (Joseph T. Oppito).
122
 Includes (i) 18,162 shares of common stock and (ii) 4,540 shares of common stock issuable upon exercise of the Series B warrants. (Justin McKenna).
123
Includes (i) 99,631 shares of common stock, (ii) 7,568 shares of common stock issuable upon exercise of the Series B warrants, and (iii) 17,340 shares of common stock issuable upon exercise of the Stock Offering warrants (Keith A. Zar).
124
Includes (i) 68,260 shares of common stock and (ii) 17,065 shares of common stock issuable upon the exercise of the Stock Offering warrants (Ken R. Klimitchek).
125
Includes (i) 83,369 shares of common stock and (ii) 19,138 shares of common stock issuable upon the exercise of the Stock Offering warrants (Kenneth G. Williamson).
126
Includes (i) 69,359 shares of common stock and (ii) 17.340 shares of common stock issuable upon the exercise of the Stock Offering warrants (Kenneth N. Larsen Trust U/A/D 9/25/09, Kenneth N. Larsen Trustee).
127
Includes (i) 14,531 shares of common stock and (ii) 7,265 shares of common stock issuable upon exercise of the Series B warrants (Kevin J. Poor).
128
Includes (i) 9,081 shares of common stock and (ii) 3,027 shares of common stock issuable upon exercise of the Series B warrants (Kevin Lynch).
129
Includes (i) 22,913 shares of common stock issuable upon exercise of the placement agent warrants at an exercise price of 0.78.  Mr. O'Connor is affiliated with the Placement Agent of the Stock Offering  (Kevin O'Connor.).
130
Includes (i) 153,051 shares of common stock and (ii) 36,478 shares of common stock issuable upon exercise of the Stock Offering warrants (Kevin P. McCarthy).
131
Includes (i) 12,477 shares of common stock issuable upon exercise of the placement agent warrants at an exercise price of 0.78. (ii) 45,067 shares of common stock issuable upon exercise of the warrants pursuant to the transaction management agreement with Jamess Capital Group, LLC.  Warrant may not be exercised by the Holder upon less than 90 days prior written notice of such exercise and provided further that the Holder may elect, in its sole discretion, to waive the Prior Notice Requirement, in whole or in part, upon 65 days prior written notice of such waiver.  Excluded from calculation of beneficial ownerhip as such.  and (iii) 5,391 shares of common stock issuable upon exercise of the 2012 Common Stock placement agent warrants at an exercise price of 2.48. Mr. Wilson is affiliated with the Placement Agent of the Stock Offering and the 2012 Common Stock Offering. (Kevin R. Wilson).
132
Includes (i) 18,162 shares of common stock and (ii) 4,540 shares of common stock issuable upon exercise of the Series B warrants.  Kimberly J. Macurdy  may be deemed to be the beneficial owner of the shares of our common stock held by Macurdy IRA - Sterne Agee & Leach Inc. C/F Kimberly J.   (Kimberly J. Macurdy IRA - Sterne Agee & Leach Inc. C/F ).
133
Includes (i) 30,272 shares of common stock and (ii) 7,568 shares of common stock issuable upon exercise of the Series B warrants.  Walter J. Lachewitz Jr. may be deemed to be the beneficial owner of the shares of our common stock held by  Sterne Agee & Leach Inc. C/F Walter J. Lachewitz Jr. IRA.   (Sterne Agee & Leach Inc. C/F Walter J. Lachewitz Jr. IRA). 
134
Includes (i) 62,958 shares of common stock issuable upon exercise of the placement agent warrants at an exercise price of 0.78.  (ii) 23,654 shares of common stock issuable upon exercise of the 2012 Common Stock placement agent warrants at an exercise price of 2.48.  The stakeholders of Laidlaw Holdings Limited may be deemed to be the beneficial owners of the shares of our common stock held by Laidlaw Holdings Limited.   Laidlaw Holdings Limited is affiliated with the Placement Agent of the Stock Offering and the 2012 Common Stock Offering.  The chairman of Laidlaw Holdings Limited has voting and/or investment power over the common stock of Actinium owned by Laidlaw Holdings Limited. (Laidlaw Holdings Limited).
135
Includes (i) 13,570 shares of common stock and (ii) 3,393 shares of common stock issuable upon exercise of the Stock Offering warrants (Lance Ziaks & Janet Ziaks JTWROS).
136
Includes (i) 68,260 shares of common stock and (ii) 17,065 shares of common stock issuable upon the exercise of the Stock Offering warrants.  Ralph W. Kettell may be deemed to be the beneficial owner of the shares of our common stock held by Lark Enterprises, Ltd.   (Lark Enterprises, Ltd.).
137
Includes (i) 50,322 shares of common stock (ii) 4,238 shares of common stock issuable upon exercise of the Series B warrants, and (iii) 9,569 shares of common stock issuable upon the exercise of the Stock Offering warrants (Larry G. Majerus).
138
Includes (i) 24,218 shares of common stock and (ii) 12,109 shares of common stock issuable upon exercise of the Series B warrants (Laurence B. Jacobs).
139
Includes (i) 15,022 shares of common stock issuable upon exercise of the warrants pursuant to the transaction management agreement with Jamess Capital Group, LLC.  Warrant may not be exercised by the Holder upon less than 90 days prior written notice of such exercise and provided further that the Holder may elect, in its sole discretion, to waive the Prior Notice Requirement, in whole or in part, upon 65 days prior written notice of such waiver. Excluded from calculation of beneficial ownerhip as such.  (Lindsay Aranha).
140
Includes (i) 68,260 shares of common stock and (ii) 17,065 shares of common stock issuable upon exercise of the Stock Offering warrants.  Jon H. Lytle and Carrie M. Lytle may be deemed to be the beneficial owner of the shares of our common stock held by Jon H. Lytle and Carrie M. Lytle (JTWROS).   (Jon H.Lytle and Carrie M. Lytle (JTWROS)).
141
Includes (i) 15,064 shares of common stock and (ii) 3,445 shares of common stock issuable upon exercise of the Stock Offering warrants ( Gary J Mabie, Janelle L Mabie (JTWROS)).
142