Washington, D.C. 20549






Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 16, 2020



(Exact name of registrant as specified in its charter)


Delaware   001-36374   74-2963609
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)


275 Madison Avenue, 7th Floor, New York, NY 10016

(Address of Principal Executive Offices)


Registrant’s telephone number: (646) 677-3870


(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   ATNM   NYSE American


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. 

On June 16, 2020, Actinium Pharmaceuticals, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware an amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation, as amended, thereby increasing the number of authorized shares of common stock from 600,000,000 to 1,000,000,000 shares.

As previously disclosed in Item 5.07 of the Current Report on Form 8-K filed with the Securities Exchange Commission (the “SEC”) on December 19, 2019, the Certificate of Amendment, previously approved by the board of directors on October 18, 2019, was approved by the Company’s stockholders at the 2019 annual meeting of stockholders (the “Annual Meeting”) held on December 18, 2019.

For more information about the Certificate of Amendment, see the Company’s definitive proxy statement for the Annual Meeting, filed with the SEC on November 25, 2019, the relevant portions of which are incorporated herein by reference. A copy of the Certificate Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits





  3.1   Certificate of Amendment to Certificate of Incorporation of Actinium Pharmaceuticals, Inc.





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  Actinium Pharmaceuticals, Inc.
Date:  June 16, 2020

/s/ Sandesh Seth

  Name: Sandesh Seth
  Title: Chairman and Chief Executive Officer