Current Report Filing (8-k)
17 June 2020 - 6:37AM
Edgar (US Regulatory)
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): June 16, 2020
ACTINIUM PHARMACEUTICALS, INC.
(Exact name of registrant as specified
in its charter)
Delaware
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001-36374
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74-2963609
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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ATNM
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NYSE American
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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. ☐
On June 16, 2020, Actinium Pharmaceuticals,
Inc. (the “Company”) announced the commencement of a proposed public offering of its common stock (or pre-funded warrants
to purchase common stock in lieu thereof).
In connection with the Company’s proposed
public offering, the Company suspended, and during the duration of the proposed public offering, is no longer offering any securities
pursuant to (i) the prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on October
18, 2018, relating to the offer and sale of shares of our common stock pursuant to a purchase agreement, dated October 18, 2018,
with Lincoln Park Capital Fund, LLC (the “Lincoln Park Agreement”), and (ii) the prospectus supplement filed with the
SEC on December 28, 2018, relating to the offer and sale of shares of our common stock pursuant to the Amended and Restated At
Market Issuance Sales Agreement, dated December 28, 2018, with B. Riley FBR, Inc. and JonesTrading Institutional Services LLC (the
“ATM Sales Agreement”). The Company will not make any sales of securities pursuant to the Lincoln Park Agreement and
the ATM Sales Agreement unless and until a new prospectus supplement is filed with the SEC; however, the Lincoln Park Agreement
and the ATM Sales Agreement remain in full force and effect.
This Current Report on Form 8-K shall not
constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means
of a written prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, nor shall there be any
sale of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such jurisdiction.
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.
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Actinium Pharmaceuticals, Inc.
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Date: June 16, 2020
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/s/ Sandesh
Seth
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Name: Sandesh Seth
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Title: Chief Executive Officer and Chairman
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