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8-K

Actinium Pharmaceuticals, Inc. (ATNM)

8-K 2025-11-26 For: 2025-11-26
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Added on April 10, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549


FORM 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934


Date of Report (Date of earliest event reported):November 26, 2025


ACTINIUM PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)


Delaware 001-36374 74-2963609
(State or other jurisdictionof incorporation) (Commission File Number) (IRS EmployerIdentification No.)

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

NY  10017

(Address of Principal Executive Offices)


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

(Former name or former address, if changed sincelast report)


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

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

Emerging growth company ☐

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

Item 5.02 Departure of Directors or Certain Officers;Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Election of Class III Directors

On November 26, 2025, Actinium Pharmaceuticals, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). As previously reported in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 5, 2025 (the “Proxy Statement”), the term of each of the Company’s Class III directors was scheduled to expire at the Annual Meeting, and the Company’s board of directors (the “Board”) nominated each director for re-election at the Annual Meeting.

At the Annual Meeting, each of Ajit S. Shetty and June S. Almenoff was elected as a Class III director of the Board to serve for a term expiring at the Company’s 2028 annual meeting of stockholders.

Item 5.07 Submission of Matters to a Vote of SecurityHolders.


A total of 15,494,573 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), were present in person or represented by proxy at the Annual Meeting. As of the close of business on October 15, 2025, the record date for the Annual Meeting, there were 31,195,891 shares of the Company’s Common Stock issued and outstanding, with each share entitled to one vote. The matters described below were submitted to a vote of the holders of the Company’s Common Stock at the Annual Meeting. Each proposal is described in detail in the Company’s Proxy Statement. All proposals were approved by the Company’s stockholders at the Annual Meeting.

(1) To elect each of Dr. Ajit S. Shetty and Dr. June S. Almenoff as a Class III director to serve for a three-year term that expires at the 2028 Annual Meeting of Stockholders, or until his successor is elected and qualified or until his earlier resignation or removal:
Director For Withhold Broker Non-Votes
--- --- --- --- --- --- ---
Ajit S. Shetty 5,032,369 1,234,852 9,354,877
June S. Almenoff 5,284,503 982,719 9,354,877
(2) To ratify the appointment of CBIZ as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:
--- ---
For Against Abstain Broker Non-Votes
--- --- --- --- --- --- --- ---
13,724,478 1,537,998 232,097 N/A

(3) To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:

For Against Abstain Broker Non-Votes
4,481,875 1,541,460 243,885 9,354,877

(4) To approve three years as the frequency for future advisory votes to approve the compensation of the Company’s named executive officers:

1 year 2 years 3 years Abstain Broker Non-Votes
4,645,270 210,365 1,284,061 127,523 9,354,877

For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference.

The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

SIGNATURES


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

Actinium Pharmaceuticals, Inc.
Date: November 26, 2025 /s/ Sandesh Seth
Name: Sandesh Seth
Title: Chairman and Chief Executive Officer