SECURITIES AND EXCHANGE COMMISSION
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): May 5, 2020
ACTINIUM PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|(Commission File Number)||
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. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 5, 2020, the Board amended the Company’s bylaws (the “Amended Bylaws”) to adopt a new Article XI, Exclusive Forum, a provision designating the federal district courts of the United States as the exclusive jurisdiction for any litigation arising under the Securities Act of 1933, as amended.
The foregoing summary and description of the provision of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws included as Exhibit 3.01 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the attached exhibits are deemed to have been filed with the Securities and Exchange Commission:
|3.1||Bylaws Amendment, dated May 5, 2020.|
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: May 5, 2020||
/s/ Sandesh Seth
|Name: Sandesh Seth|
|Title: Chief Executive Officer and Chairman|
AMENDMENT TO THE AMENDED AND RESTATED BYLAWS
APPROVED BY THE BOARD OF DIRECTORS OF
ACTINIUM PHARMACEUTICALS, INC.
EFFECTIVE AS OF MAY 5, 2020
Article XI of the Amended and Restated Bylaws (the “Bylaws”) of Actinium Pharmaceuticals, Inc. (the “Corporation”) is hereby added to the Bylaws, and the following Article XI be, and hereby is, is authorized, approved and adopted in all respects and, as amended, said Article XI shall be deemed to read as follows:
“ARTICLE XI – EXCLUSIVE FORUM
Section 11.1 Exclusive Forum
Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this provision.”