UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): February 26, 2018

 

ACTINIUM PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   000-52446   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)   (Zip Code)

 

Registrant’s telephone number, including area code: (646) 677-3870

 

N/A
(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))

 

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 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On February 26, 2018, Actinium Pharmaceuticals, Inc. (“Actinium”) filed a Certificate of Amendment to its Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to increase the number of authorized shares of Actinium’s common stock from 200,000,000 to 400,000,000 shares (the “ Charter Amendment ”).

 

As previously disclosed in Item 5.07 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2017, the Charter Amendment was approved by Actinium’s stockholders at the 2017 annual meeting of stockholders held on December 20, 2017. The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated in this Item 5.03 by reference.

 

Item 8.01 Other Events.

 

On February 26, 2018, Actinium issued a press release (the “Press Release”) announcing an amendment to the pricing terms of its previously announced rights offering. Under the amended rights offering terms, Actinium would distribute non-transferable subscription rights to purchase 50,000,000 units at a subscription price per unit of $0.50, to its stockholders and certain participating warrant holders on the record date. The subscription rights will be exercisable for up to an aggregate of $25.0 million of units, subject to increase at the discretion of the Company, with aggregate participation to be allocated among holders on a pro rata basis if in excess of that threshold.

 

Each unit will consist of one share of common stock, 0.25 series A warrants and 0.75 series B warrants. The series A warrants will have a term of 12 months from the date of issuance and will have a reduced exercise price of $0.60, under the amended rights offering terms. The series B warrants will have a term of 30 months from the date of issuance and will have a reduced exercise price of $0.70, under the amended rights offering terms. The redemption price threshold for the series A warrants is $1.20 per share, and the redemption price threshold for the series B warrants is $2.10 per share. Under the amended rights offering terms, the redemption price thresholds for the Series A warrants and the Series B warrants were also reduced to $1.20 per share of common stock, for the series A warrants, and $2.10 per share of common stock, for the series B warrants.  Actinium may redeem the series A warrants and the series B warrants, as applicable, at a redemption price of $0.001 per warrant, if its common stock closes above such threshold prices for ten consecutive trading days.

 

Holders who fully exercise their basic subscription rights will be entitled, if available, to subscribe for an additional amount of units that are not purchased by other holders, on a pro rata basis and subject to the $25.0 million aggregate offering threshold and other ownership limitations. The subscription rights are non-transferrable and may only be exercised during the anticipated subscription period of Thursday, February 15, 2018 through 5:00 PM ET on Friday, March 2, 2018, unless extended.

 

A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Form of Non-Transferable Subscription Rights Certificate (the “Rights Certificate”) and the form of Beneficial Owner Election Form (the “Election Form”), as revised under the amended rights offering terms, are also attached hereto as Exhibits 4.1 and 99.2, respectively. These exhibits reflect the amended rights offering terms described above. The foregoing descriptions of the Press Release, the Rights Certificate and the Election Form do not purport to be complete and each are qualified in their entirety by reference to the full text of the Press Release, the Rights Certificate and the Election Form, copies of which are filed as Exhibits 99.1, 4.1 and 99.3, respectively, to this Current Report on Form 8-K and are incorporated in this Item 8.01 by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
No.
  Description
     
3.1   Revised Certificate of Amendment to Actinium’s Certificate of Incorporation, as amended, filed with the Secretary of State of the State of Delaware on February 26, 2018
4.1   Revised Form of Non-Transferable Subscription Rights Certificate.
99.1   Press Release of Actinium Pharmaceuticals, Inc., dated February 26, 2018.
99.2   Revised Form of Beneficial Owner Election Form.

  

  2  

 

 

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.

 

Dated: February 26, 2018 ACTINIUM PHARMACEUTICALS, INC.
     
  By: /s/ Sandesh Seth
  Name: Sandesh Seth
  Title:   CEO & Chairman

 

 

3

Exhibit 3.1

 

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION


The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

 

FIRST: That at a meeting of the Board of Directors of Actinium Pharmaceuticals, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

 

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “ FOURTH ” so that, as amended, said Article shall be and read as follows:

 

The amount of the total stock this Corporation is authorized to issue is 450,000,000 shares with a par value of $0.001 per share.

 

(a) Common Stock. The aggregate number of shares of Common Stock which the Corporation shall have the authority to issue is 400,000,000 shares at a par value of $0.001 per share. (see attached)

 

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

 

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 26th day of February , 2018 .

 

  By: /s/ Sandesh Seth
    Authorized Officer
  Title: Chairman of the Board & CEO
  Name: Sandesh Seth
    Print or Type

 

(b) Preferred Stock. The aggregate number of shares of Preferred Stock which the Corporation shall have the authority to issue is 50,000,000 shares, par value $0.001, which may be issued in series, with such designations, preferences, stated values, rights, qualifications or limitations as determined solely by the Board of Directors of the Corporation.

 

(c) Preemptive Rights. No stockholder of the Corporation shall have any preemptive right to subscribe to an additional issue of stock or to any security convertible into such stock of the Corporation.

Exhibit 4.1

 

FORM OF NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE

 

RIGHTS CERTIFICATE # [______]   NUMBER OF RIGHTS: [______]

 

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY'S PROSPECTUS SUPPLEMENT DATED FEBRUARY 15, 2018, AS AMENDED FEBRUARY 26, 2018, AS IT MAY BE FURTHER AMENDED FROM TIME TO TIME (THE “ PROSPECTUS SUPPLEMENT ”), AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS SUPPLEMENT ARE AVAILABLE UPON REQUEST FROM BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., THE INFORMATION AGENT.

 

ACTINIUM PHARMACEUTICALS, INC.

(Incorporated under the laws of the State of Delaware)

 

SUBSCRIPTION RIGHTS CERTIFICATE

 

Evidencing non-transferable Subscription Rights, each to purchase Units of Actinium Pharmaceuticals, Inc.,

each Unit consisting of one share of Common Stock, 0.25 Series A Warrants and 0.75 Series B Warrants

Subscription Price: $0.50 per Unit

 

THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., EASTERN TIME,
ON MARCH 2, 2018,

SUBJECT TO EXTENSION OR EARLIER TERMINATION.

 

THIS CERTIFIES THAT

 

the registered owner whose name is inscribed hereon is the owner of the number of subscription rights (“ Subscription Rights ”) set forth above. Each Subscription Right entitles the holder thereof to subscribe for and purchase (the “ Basic Subscription Right ”) one Unit of Actinium Pharmaceuticals, a Delaware corporation (the “ Company ”), at a subscription price of $0.50 per Unit (the “ Subscription Price ”), pursuant to a rights offering (the “ Rights Offering ”), on the terms and subject to the conditions set forth in the Prospectus Supplement and the “Instructions as to Use of Actinium Pharmaceuticals, Inc. Subscription Rights Certificates” accompanying this Subscription Rights Certificate. Each Unit consists of one share of Common Stock, par value of $0.001, 0.25 Series A Warrants, and 0.75 Series B Warrants. Each WHOLE Series A Warrant and each whole Series B Warrant will be exercisable for one share of our common stock, par value of $0.001. Holders who fully exercise their Basic Subscription Rights are entitled to subscribe for additional Units that remain unsubscribed for as a result of any unexercised Basic Subscription Rights pursuant to the terms and conditions of the Rights Offering, subject to proration and stock ownership limitations, as described in the Prospectus Supplement (the “ Over-subscription Privilege ”). The Subscription Rights represented by this Subscription Rights Certificate may be exercised by completing the appropriate forms on the reverse side hereof and by returning the full payment of the subscription price for each Unit. If the subscriber attempts to exercise its Over-subscription Privilege and the Company is unable to issue the subscriber the full amount of Units requested, the Subscription Agent will return to the subscriber any excess funds submitted as soon as practicable, without interest or deduction.

 

This Subscription Rights Certificate is not valid unless countersigned by Broadridge Corporate Issuer Solutions, Inc., the Subscription Agent.

 

WITNESS the seal of Actinium Pharmaceuticals, Inc. and the signatures of its duly authorized officers.

 

Dated: February 26, 2018

 

Sandesh Seth, Chairman & Chief Executive Officer    
     
    COUNTERSIGNED AND REGISTERED:
       
    By:  
      Broadridge Corporate Issuer Solutions, Inc.

 

  1  

 

 

FORM ELECTION TO PURCHASE

 

PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.

 

The registered holder of this Subscription Rights Certificate is entitled to exercise the number of Subscription Rights shown in the upper right hand corner of the Subscription Rights Certificate and may subscribe for additional Units upon the terms and conditions specified in the Prospectus. The undersigned hereby represents, in connection with this election, that the undersigned has not since the Record Date entered into any short sale or similar transaction with respect to the common stock of Actinium Pharmaceuticals, Inc. The undersigned hereby notifies the Subscription Agent of its irrevocable election to subscribe for Units in the following amounts. To subscribe for Units pursuant to your Basic Subscription Right, please complete lines (a) and (c) below. To subscribe for additional Units pursuant to your Over-subscription Privilege, please also complete line (b).

 

(a) EXERCISE OF BASIC SUBSCRIPTION RIGHT:

 

Basic Subscription Right:       X $0.50 =   $    
Number of Units           Subscription price         Payment enclosed    

 

(b) EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE:  If you have exercised your Basic Subscription Right in full, you may subscribe for additional Units pursuant to your Over-subscription Privilege

 

Over-Subscription Privilege:       X $0.50 =   $    
Number of Units           Subscription price         Payment enclosed  

 

(c) TOTAL AMOUNT OF PAYMENT ENCLOSED $                          

 

(d) IF YOU SPOKE WITH A BROKER WHO SOLICITED SUCH EXERCISE, PLEASE INDICATE THE NAME AND CONTACT INFORMATION OF THE PERSON YOU SPOKE WITH:                            

 

METHOD OF PAYMENT (CHECK ONE) :

 

    CERTIFIED CHECK DRAWN ON A U.S. BANK, payable to “Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent for Actinium Pharmaceuticals, Inc.”
   
   

Wire transfer of immediately available funds directly to the account maintained by Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at

 

ABA/Routing number: 121000248

Bank: Wells Fargo

420 Montgomery Street

San Francisco, CA 94104 United States

Beneficiary Account Name: Broadridge Corporate Issuer Solutions

Account Number: 4124218686

FFC: Actinium Pharmaceuticals, Inc.

Account Number: 4399752260

   
    U.S. POSTAL MONEY ORDER, payable to “Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent for Actinium Pharmaceuticals, Inc.”
   
    UNCERTIFIED PERSONAL CHECK, payable to “Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent for Actinium Pharmaceuticals, Inc.” (which must clear before the Expiration Date to be considered a valid form of payment; please see Prospectus Supplement and Instructions)

 

  2  

 

  

I acknowledge receipt of the Prospectus Supplement in connection with the Rights Offering and agree to its terms. I agree to cooperate with the Company and provide to the Company any and all information requested by the Company in connection with the exercise of the Subscription Rights.

 

         

Signature(s) of Subscriber(s)

 

Address:

 

     

Signature(s) of Subscriber(s)

 

Address:

 

 

IMPORTANT: THE SIGNATURE(S) MUST CORRESPOND IN EVERY PARTICULAR, WITHOUT ALTERATION, WITH THE NAME(S) AS PRINTED ON THE FRONT OF THIS RIGHTS CERTIFICATE.  If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact, officer(s) of a corporation or another acting in a fiduciary or representative capacity, please print name and title of authorized signer.

 

FOR INSTRUCTIONS ON THE USE OF ACTINIUM PHARMACEUTICALS, INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., THE INFORMATION AGENT, AT (855) 793-5068 (TOLL FREE).

 

 

3

 

 

Exhibit 99.1

 

 

Actinium Pharmaceuticals Reiterates Previously Announced

Expiration Date of March 2, 2018 at 5:00 PM ET and Amendment to

Pricing Terms of its Rights Offering

 

 

- Pricing of the units has been amended to $0.50 per unit with corresponding amendments to the warrant exercise prices

 

- Timing of the offering is expected to be unchanged and the subscription period is expected to end on March 2, 2018 at 5:00 PM ET

 

- Record holders will receive their subscription rights certificate by mail and must return the subscription card appended thereto to Broadridge Corporate Issuer Solutions, Inc. by 5:00 PM ET on Friday, March 2, 2018

 

- Beneficial owners will receive their beneficial owner election card via their broker, dealer, bank or other nominee, along with instructions on how to exercise their rights, and may have to do so by an earlier deadline that is determined by their broker, dealer, bank or other nominee

 

NEW YORK, NY – February 26, 2018 – Actinium Pharmaceuticals, Inc. (NYSE American: ATNM) (“Actinium” or “the Company”) , announced today that it has amended the pricing terms of its previously announced rights offering. Under the amended rights offering terms, Actinium would distribute non-transferable subscription rights to purchase 50,000,000 units at a subscription price per unit of $0.50, to its stockholders and certain participating warrant holders on the record date. The subscription rights will be exercisable for up to an aggregate of $25.0 million of units, subject to increase at the discretion of the Company, with aggregate participation to be allocated among holders on a pro rata basis if in excess of that threshold.

 

Each unit will consist of one share of common stock, 0.25 series A warrants and 0.75 series B warrants. The series A warrants will have a term of 12 months from the date of issuance and will have a reduced exercise price of $0.60, under the amended rights offering terms. The series B warrants will have a term of 30 months from the date of issuance and will have a reduced exercise price of $0.70, under the amended rights offering terms.

 

Holders who fully exercise their basic subscription rights will be entitled, if available, to subscribe for an additional amount of units that are not purchased by other holders, on a pro rata basis and subject to the $25.0 million aggregate offering threshold and other ownership limitations. The subscription rights are non-transferrable and may only be exercised during the anticipated subscription period of Thursday, February 15, 2018 through 5:00 PM ET on Friday, March 2, 2018, unless extended.

 

 

 

Stockholders of record, participating warrant holders of record and other beneficial owners of common stock as of the rights offering record date of February 14, 2018 will be receiving notification and subscription documentation. Stockholders of record and participating warrant holders will receive their subscription rights certificate by mail, and those wishing to participate in the rights offering must complete their subscription card and return it to Broadridge along with payment. The subscription rights certificate can also be accessed via Actinium’s Form 8-K, which was filed on February 26, 2018:

 

Exhibit 4.1 to the accompanying Form 8-K

 

All record holders of rights that wish to participate in the rights offering must deliver a properly completed and signed subscription card, in the form attached to the subscription rights certificate, together with payment of the subscription price for both basic subscription rights and any over subscription privilege election for delivery no later than 5:00 PM Eastern Time on March 2, 2018 to the Subscription Agent:

 

By mail:

 

Broadridge Corporate Issuer Solutions, Inc.
Attn: BCIS Re-Organization Dept.
P.O. Box 1317
Brentwood, New York 11717-0693

 

(855) 793-5068 (toll free)

 

By hand or overnight courier:

 

Broadridge Corporate Issuer Solutions, Inc.
Attn: BCIS IWS
51 Mercedes Way
Edgewood, New York 11717

 

(855) 793-5068 (toll free)

 

Beneficial owners will receive their beneficial owner election card via their broker, dealer, bank or other nominee along with instructions. If exercising subscription rights through a broker, dealer, bank or other nominee, rights holders should promptly contact their nominee and submit subscription documents and payment for the units subscribed for in accordance with the instructions and within the time period provided by such nominee. The broker, dealer, bank or other nominee may establish a deadline before March 2, 2018, by which instructions to exercise subscription rights, along with the required subscription payment, must be received. The beneficial owner election card can also be accessed via Actinium’s Form 8-K, which was filed on February 26, 2018:

 

Exhibit 99.2 to the accompanying Form 8-K

 

For questions about the rights offering or requests for copies of the prospectus, please contact Broadridge Corporate Issuer Solutions, Inc., the Information Agent for the rights offering, at (855) 793-5068 (TOLL FREE) or Maxim Group LLC, at (212) 895-3745 or syndicate@maximgrp.com .

 

  2  

 

For questions for the Company, information or requests for materials, please contact:

 

Steve O’Loughlin

Principal Financial Officer

Actinium Pharmaceuticals, Inc.

Email: soloughlin@actiniumpharma.com

Phone: (646) 677-3875

 

As a result of the foregoing revisions to the pricing terms of the rights offering, any holders of subscription rights who have already exercised their subscription rights at the original subscription price of $0.70 per unit, or who submit election forms referencing the original subscription price of $0.70 per unit, will be considered to have exercised their subscription rights at the revised subscription price of $0.50 per unit and will receive the appropriate number of shares of common stock, series A warrants and series B warrants as if such holder had subscribed at the revised subscription price of $0.50 per unit.

 

Actinium intends to use the proceeds from the rights offering to complete its ongoing pivotal, Phase 3 SIERRA trial for its lead product candidate Iomab-B, generate topline results and support the filing of a BLA application with the U.S. Food and Drug Administration (FDA), all of which are anticipated to cost an aggregate of approximately $12 to $15 million. Iomab-B is a first in class therapy being developed for myeloablation and conditioning of the bone marrow prior to a bone marrow transplant for patients with relapsed or refractory acute myeloid leukemia (AML) age 55 and older. The SIERRA trial is randomized and controlled 150-patient trial that is currently active at 15 clinical trial sites in the United States. Actinium’s CD33 program is currently comprised of an ongoing Phase 2 clinical trial for Actimab-A and Phase 1 trial for Actimab-M which are expected to generate top line results in 2018 as well as a planned Phase 2 trial for Actimab-MDS. The Company intends to partner the CD33 program and believes that data from these trials as well as the Actimab-MDS trial will support this strategy and establish its program as the industry leader. Consequently, the Company may elect to use any additional proceeds above $15 million to fund proof-of-concept of its planned Phase 2 Actimab-MDS trial from the CD33 Program, if appropriate, as it believes this can further support its partnering strategy for the CD33 program. Actinium will also use the proceeds to support its AWE Technology Platform, research and development and general working capital needs.

 

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

A registration statement on Form S-3 relating to these securities has been filed by the Company with the SEC. The rights offering will only be made by means of a prospectus. A preliminary prospectus relating to and describing the proposed terms of the rights offering has been filed with the SEC as a part of the registration statement and is available on the SEC’s web site.

 

  3  

 

About Actinium Pharmaceuticals, Inc.

 

Actinium Pharmaceuticals Inc. is a clinical-stage biopharmaceutical company focused on developing and commercializing targeted therapies for potentially superior myeloablation and conditioning of the bone marrow prior to a bone marrow transplant and for the targeting and killing of cancer cells. Our targeted therapies have demonstrated the potential to result in significantly improved access to bone marrow transplant with better outcomes, namely increased marrow engraftment and survival. Our targeted therapies are ARC’s or Antibody Radio-Conjugates that combine the targeting ability of monoclonal antibodies with the cell killing ability of radioisotopes. Three of our four ARC drug candidates are based on our AWE or Actinium Warhead Enabling Technology Platform that utilizes the isotope Actinium-225 (Ac 225 ) that emits alpha particles. We are currently conducting clinical trials for our four product candidates; Iomab-B, Actimab-A Actimab-M and Actimab-MDS, as well as performing research on other potential drug candidates utilizing our proprietary AWE Technology Platform. Our most advanced product candidate, Iomab-B, an ARC developed by the Fred Hutchinson Cancer Research Center, is comprised of an anti-CD45 monoclonal antibody labeled with iodine-131. We are currently conducting a pivotal Phase 3 trial of Iomab-B for myeloablation and conditioning of the bone marrow prior to a bone marrow transplant for patients with relapsed or refractory acute myeloid leukemia (AML) age 55 and older. A bone marrow transplant is a potentially curative treatment for patients with AML and other blood cancers including leukemias, lymphomas and multiple myeloma as well as certain blood disorders. Iomab-B has been tested in several of these other cancers with over five hundred patients treated in several Phase 1 and 2 trials with promising results. Upon successful completion of our Phase 3 clinical trial for Iomab-B we intend to submit this candidate for marketing approval in the U.S. and European Union where it has been designated as an Orphan Drug. We are also developing a potentially best in class CD33 program using an ARC comprised of the anti-CD33 monoclonal antibody lintuzumab labeled with the alpha-particle emitter actinium-225. Our most advanced CD33 program candidate, Actimab-A, is currently in a Phase 2 clinical trial for patients advanced over the age of 60 who are newly diagnosed with AML and ineligible for standard induction chemotherapy. Actimab-A also has Orphan Drug designation in the US and EU. Actimab-M, our second CD33 targeting ARC, is being studied in a Phase 1 trial for patients with refractory multiple myeloma. Actinium is also planning a Phase 2 trial for Actimab-MDS, our third CD33 program candidate, as a conditioning regimen prior to a bone marrow transplant for patients with MDS that have a p53 genetic mutation. Our AWE or Actinium Warhead Enabling Technology Platform, originally developed in conjunction with Memorial Sloan Kettering Cancer Center, is focused on leveraging Actinium’s know how and intellectual property to create additional ARC drug candidates by labeling Ac 225 to targeting moieties that we will either progress in clinical trials ourselves or out-license.

 

More information is available at www.actiniumpharma.com and our Twitter feed @ActiniumPharma, www.twitter.com/actiniumpharma .

 

Forward-Looking Statements for Actinium Pharmaceuticals, Inc.

 

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

 

Contact:

 

Actinium Pharmaceuticals, Inc.

Steve O’Loughlin
Vice President, Finance and Corporate Development
soloughlin@actiniumpharma.com

 

Investor Relations

Marek Ciszewski, J.D.

949.574.3860

ATNM@liolios.com

 

 

4

 

Exhibit 99.2 

 

FORM OF

BENEFICIAL OWNER ELECTION FORM

ACTINIUM PHARMACEUTICALS, INC.

 

The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the rights offering (the “Rights Offering”) by Actinium Pharmaceuticals, Inc., a Delaware corporation (the “Company”), of non-transferable subscription rights (the “Subscription Rights”) to purchase units (the “Units”), each such Unit comprised of a share of the Company's Common Stock, $0.001 par value (“Common Stock”), 0.25 Series A Warrants, and 0.75 Series B Warrants. Each Series A Warrant and Series B Warrant will be exercisable for one share of the Company's Common Stock.

 

This will instruct you whether to exercise Subscription Rights to purchase Units distributed with respect to the shares of Common Stock or participating warrants held by you for the account of the undersigned, pursuant to the terms and subject to the conditions set forth in the prospectus supplement, dated February 15, 2018, as amended February 26, 2108, as it may be further amended from time to time (the “Prospectus Supplement”). (Check the applicable boxes and provide all required information.)

 

Please DO NOT EXERCISE SUBSCRIPTION RIGHTS for Units.

 

Please EXERCISE SUBSCRIPTION RIGHTS for Units as set forth below:

 

  No. of Units       Per Unit
Subscription
Price
  Payment
Basic Subscription Right [____]     X $0.50 = $[____]
               
Over-Subscription Privilege [____]     X $0.50 = $[____]
               
      Total Payment Required   $[____]

 

If you spoke with a broker who solicited such exercise, please indicate the name and contact information of the person you spoke with:               .

 

Payment in the following amount is enclosed $______ (must match Total Payment Required above)

 

Please deduct payment from the following account maintained by you as follows:

 

Type of Account:

 

Account No.:

 

Amount to be deducted: $

 

I (we) on my (our) own behalf, or on behalf of any person(s) on whose behalf, or under whose directions, I am (we are) signing this form:

 

  irrevocably elect to purchase the number of Units indicated above upon the terms and conditions specified in the Prospectus Supplement; and

 

  agree that if I (we) fail to pay for the shares I (we) have elected to purchase, the exercise will be invalid.

 

Signature:  
Name:  
Title:  
Address:  
Telephone:  
Date:         , 2018