UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 1, 2024, June Almenoff, M.D., Ph.D., was appointed as a director of Actinium Pharmaceuticals, Inc. (the “Company”) and was also appointed to serve as a member of the Nominating and Corporate Governance Committee. Dr. Almenoff was appointed as a Class III director having a term expiring at the Company’s 2025 Annual Meeting of Stockholders, or until her successor has been duly elected and qualified or until her earlier resignation or removal.
On November 1, 2024, in connection with Dr. Almenoff’s appointment, the Company granted Dr. Almenoff stock options to purchase 50,000 shares of common stock of the Company with an exercise price of $1.71 per share pursuant to a stock option agreement under the Company’s Amended and Restated 2019 Stock Plan. Such options vest as follows: (i) 28% of the options shall vest on the 12-month anniversary of the date of grant, and (ii) 2% of the options shall vest each month from the date of grant, until fully vested.
There are no arrangements or understandings between Dr. Almenoff and any other person pursuant to which she was selected as a director of the Company. There is no family relationship between Dr. Almenoff and any director or executive officer of the Company. There are no transactions between Dr. Almenoff and the Company that would be required to be reported under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.
Item 8.01 Other Events.
On November 4, 2024, the Company issued a press release announcing the appointment of Dr. Almenoff. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated November 4, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Actinium Pharmaceuticals, Inc. | ||
| Date: November 5, 2024 | /s/ Sandesh Seth | |
| Name: | Sandesh Seth | |
| Title: | Chairman and Chief Executive Officer | |