What changed in this filing

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Item 1. Financial Statements

2020-08-14 compared with 2020-06-29 · 642 added, 646 removed, 452 unchanged (74% of the section changed)

FINANCIAL STATEMENTS

The accompanying consolidated financial

statements have been prepared by the Company and are unaudited.

In the opinion of management, all adjustments (which include only

normal recurring adjustments) necessary to present fairly the financial position at March 31, 2020 and December 31, 2019, and the

results of operations and cash flows for the three months ended March 31, 2020 and 2019, respectively, have been made.

information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles

generally accepted in the United States of America have been condensed or omitted.

It is suggested that these financial statements

be read in conjunction with the financial statements and notes thereto included in the Company’s audited financial statements

for the year ended December 31, 2019 in the Company’s Annual Report on Form 10-K.

The results of operations for the three

months ended March 31, 2020 are not necessarily indicative of the operating results for the full year.

The accompanying consolidated financial statements

have been prepared by the Company and are unaudited.

In the opinion of management, all adjustments (which include only normal recurring

adjustments) necessary to present fairly the financial position at June 30, 2020 and December 31, 2019, and the results of operations

and cash flows for the three and six months ended June 30, 2020 and 2019, respectively, have been made.

Certain information and

footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted

in the United States of America have been condensed or omitted.

It is suggested that these financial statements be read in conjunction

with the financial statements and notes thereto included in the Company’s audited financial statements for the year ended

December 31, 2019 in the Company’s Annual Report on Form 10-K.

The results of operations for the three and six months ended

June 30, 2020 are not necessarily indicative of the operating results for the full year.

Actinium Pharmaceuticals, Inc.

Consolidated Balance Sheets

(amounts in thousands, except share and per share data)

(amounts in thousands, except share and per

Current Assets:

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Total Liabilities and Stockholders’

See accompanying notes to the consolidated

financial statements.

See accompanying notes to the consolidated financial

Actinium Pharmaceuticals, Inc.

Consolidated Statements of Operations

(amounts in thousands, except share and

per share data)

Three Months Ended

(amounts in thousands, except share and per

For the Three Months Ended

For the Six Months Ended

Operating expenses:

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Total other income

Deemed dividend for warrant down-round protection provision

Net loss applicable to common stockholders

Net loss per share of common stock –

Weighted average

shares of common stock outstanding –

basic and diluted

See accompanying notes to the consolidated

financial statements.

Weighted average shares of common stock outstanding, including outstanding pre-funded warrants–

basic and diluted

See accompanying notes to the consolidated financial

Actinium Pharmaceuticals, Inc.

Consolidated Statement of Changes in

Stockholders’

For the Period from January 1, 2020

to March 31, 2020

(amounts in thousands, except

share amounts)

Consolidated Statement of Changes in Stockholders’

For the Three and Six Months Ended June 30,

(amounts in thousands, except share amounts)

Additional Paid-In

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Balance, March 31, 2020

See accompanying notes to the consolidated

financial statements.

Stock-based compensation

Issuance of common stock from exercise of pre-funded warrants

Sale of common stock and pre-funded warrants, net of offering costs

Deemed dividend for warrant down-round protection provision

Balance, June 30, 2020

See accompanying notes to the consolidated financial

Actinium Pharmaceuticals, Inc.

Consolidated Statement of Changes in

Stockholders’

For the Period from January 1, 2019

to March 31, 2019

(amounts in thousands, except

share amounts)

Consolidated Statement of Changes in Stockholders’

For the Three and Six Months Ended June 30,

(amounts in thousands, except share amounts)

Additional Paid-In

Stockholders’

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Balance, March 31, 2019

See accompanying notes to the consolidated

financial statements.

Stock-based compensation

Issuance of common stock from exercise of warrants

Sale of common stock and warrants, net of offering costs

Deemed dividend for warrant down-round protection provision

Balance, June 30, 2019

See accompanying notes to the consolidated financial

Actinium Pharmaceuticals, Inc.

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(amounts in thousands)

Three Months Ended

For the Six Months Ended

Cash Flows From Operating Activities:

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Payments on finance leases

Sales of shares of common stock, net of costs

Sales of shares of common stock and pre-funded warrants, net of costs

Sales of shares of common stock and warrants, net of costs

Proceeds from exercise of pre-funded warrants

Proceeds from exercise of warrants

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Cash paid for taxes

See accompanying notes to the consolidated

financial statements.

Supplemental disclosure of non-cash flow information:

Deemed dividend for warrant down-round protection provision

See accompanying notes to the consolidated financial

Actinium Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements

Note 1 - Description of Business and

Summary of Significant Accounting Policies

Note 1 - Description of Business and Summary

of Significant Accounting Policies

Nature of Business -

Actinium Pharmaceuticals, Inc.

(the “Company”, “Actinium”, or “We”) is a clinical-stage,

biopharmaceutical company applying its proprietary platform technology and deep understanding of radioimmunobiology to the development

of novel targeted therapies known as ARCs or Antibody Radiation-Conjugates.

Radiation is an effective therapeutic modality that

is used in the treatment of over fifty percent of all cancer patients and often combined with chemotherapy and immunotherapy for

greater therapeutic effect.

Radiation is typically administered from outside the body, which constrains the amount that can be

administered to patients due to dose-limiting toxicities.

In addition, due to the diffuse nature of the external radiation beam,

its usage is limited to solid tumors and cannot be used in blood cancers, which are diffuse.

ARCs combine the cell-killing ability

of a radioisotope payload with a targeting agent, such as a monoclonal antibody, or mAb, to deliver radiation inside the body

to specific cells, to potentially generate greater efficacy and less toxicity.

ARCs usage is broader than external delivered radiation

as they can be used for both solid tumors and blood cancers.

Blood or hematologic cancers are highly sensitive to radiation and

our clinical pipeline is focused on ARCs targeting the antigens CD45 and CD33, both of which are expressed in multiple hematologic

Our clinical programs are focused on two primary areas:

targeted conditioning prior to a cell or gene therapy procedure

and therapeutics, either in combination with other agents or as a monotherapy.

Our product development strategy is actively informed

by clinical data with our ARCs in over 500 patients, including the ongoing SIERRA trial.

Our clinical pipeline has emanated from

our AWE, or Antibody Warhead Enabling technology platform, which is protected by over 110 issued and pending patents, trade secrets

and know-how and is being utilized in a collaborative research partnership with Astellas Pharma, Inc.

(the “Company”, “Actinium”, or “We”) is a clinical-stage, biopharmaceutical

company applying its proprietary platform technology and deep understanding of radioimmunobiology to the development of novel targeted

therapies known as ARCs or Antibody Radiation-Conjugates.

Basis of Presentation

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report on Form 10-K for the year ended December 31, 2019.

Reverse Stock Split

- On April 29, 2020, the Company received a deficiency letter from the NYSE American LLC, or NYSE American, indicating that

the Company was not in compliance with the NYSE American continued listing standard set forth in Section 1003(f)(v) of the NYSE

American Company Guide because its shares of common stock had been selling for a substantial period of time at a low price per

Pursuant to Section 1003(f)(v) of the NYSE American Company Guide, the NYSE American staff determined that the Company’s

continued listing is predicated on the Company effecting a reverse stock split of its common stock or otherwise demonstrating sustained

price improvement within a reasonable period of time, which the staff determined to be no later than October 29, 2020.

On October 18, 2019, the

Company’s board of directors, or the Board, unanimously approved, subject to stockholder approval, an amendment to the Company’s

certificate of incorporation to effect a reverse stock split of its outstanding common stock by combining outstanding shares of

common stock into a lesser number of outstanding shares of common stock by a ratio of not more than 1-for-75 prior to December

18, 2020, with the exact ratio to be set within this range by the Board at its sole discretion.

At its Annual Meeting of Stockholders

held on December 18, 2019, the Company’s stockholders approved such amendment to its certificate of incorporation.

On August 7, 2020, the Board unanimously approved a reverse

stock split of its outstanding common stock by combining outstanding shares of common stock into a lesser number of outstanding

shares of common stock by a ratio of 1-for-30, and on August 10, 2020, the Company filed with the Secretary of State of Delaware

a certificate of amendment to its certificate of incorporation to effect the reverse stock split.

The reverse stock split became

effective as of 5:00 p.m.

Eastern Time on August 10, 2020, and the Company’s common stock began trading on a split-adjusted

basis when the market opened on August 11, 2020.

Accordingly, all common share and per common share data in these consolidated

financial statements and related notes hereto have been retroactively adjusted to account for the effect of this reverse stock

split for all periods presented.

In addition, at the effective time of the reverse stock split, the number of shares of our common

stock reserved for issuance upon exercise of all options and warrants to acquire common stock have been proportionally decreased,

and the exercise price of all options and warrants to acquire common stock have been proportionally increased.

Principles of Consolidation

- The consolidated financial statements include the Company’s accounts and those of the Company’s wholly owned

Use of Estimates

in Financial Statement Presentation - The preparation of these consolidated financial statements in conformity with U.S.

Use of Estimates in

Financial Statement Presentation - The preparation of these consolidated financial statements in conformity with U.S.

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of

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Pandemic on Financial Statements

In December 2019,

a novel strain of COVID-19 was reported in China.

In December 2019, a novel

strain of COVID-19 was reported in China.

Since then, COVID-19 has spread globally.

The spread of COVID-19 from China

to other countries has resulted in the World Health Organization (“WHO”) declaring the outbreak of COVID-19 as a “pandemic,”

The spread of COVID-19 from China to other

countries has resulted in the World Health Organization (“WHO”) declaring the outbreak of COVID-19 as a “pandemic,”

or a worldwide spread of a new disease, on March 11, 2020.

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continue to have such restrictions in place.

As local jurisdictions continue to put restrictions in place,

the Company’s ability to continue to operate its business may also be limited.

Such events may result in a period of business,

supply and drug product manufacturing disruption, and in reduced operations, any of which could materially affect the Company’s

business, financial condition and results of operations.

In response to COVID-19, the Company implemented remote working and thus

far, has not experienced a significant disruption or delay in its operations as it relates to the clinical development or drug

production of our drug candidates.

As local jurisdictions

continue to put restrictions in place, the Company’s ability to continue to operate its business may also be limited.

events may result in a period of business, supply and drug product manufacturing disruption, and in reduced operations, any of

which could materially affect the Company’s business, financial condition and results of operations.

In response to COVID-19,

the Company implemented remote working and thus far, has not experienced a significant disruption or delay in its operations as

it relates to the clinical development or drug production of our drug candidates.

The spread of COVID-19,

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While the ultimate economic impact brought

by, and the duration of, the COVID-19 pandemic may be difficult to assess or predict, the pandemic has resulted significant disruptions

in the general commercial activity and the global economy and caused financial market volatility and uncertainty in significant

and unforeseen ways in the recent months.

A continuation or worsening of the levels of market disruption and volatility seen in

the recent past could have an adverse effect on the Company’s ability to access capital, which could in the future negatively

affect the Company’s liquidity.

In addition, a recession or market correction resulting from the spread of COVID-19 could

materially affect the Company’s business and the value of the Company’s common stock.

Additionally, COVID-19 may also result in delays in receiving

approvals from local and foreign regulatory authorities, delays in necessary interactions with IRB’s or Institutional Review

Boards, local and foreign regulators, ethics committees and other important agencies and contractors due to limitations in employee

resources or forced furlough of government employees.

To date, COVID-19 has

not had a financial impact on the Company.

However, COVID-19 has caused severe disruptions in transportation and limited access

to the Company’s facility, resulting in limited support from its staff and professional advisors.

The small size of the Company’s

accounting staff and the additional responsibilities emanating from COVID-19 have presented difficulties to the Company’s

ability to complete this Report on Form 10-Q in a timely manner, resulting in its delay.

NYSE American

Notification and Potential Reverse Stock Split

On April 29, 2020,

the Company received a deficiency letter from the NYSE American LLC, or NYSE American, indicating that the Company is not in compliance

with the NYSE American continued listing standard set forth in Section 1003(f)(v) of the NYSE American Company Guide because its

shares of common stock have been selling for a substantial period of time at a low price per share.

Pursuant to Section 1003(f)(v)

of the NYSE American Company Guide, the NYSE American staff determined that the Company’s continued listing is predicated

on the Company effecting a reverse stock split of its common stock or otherwise demonstrating sustained price improvement within

a reasonable period of time, which the staff determined to be no later than October 29, 2020.

If the Company does

not effectuate a reverse stock split to maintain compliance with NYSE American listing requirements, it could be delisted from

the exchange.

On October 18, 2019, the Company’s board of directors, or the Board, unanimously approved, subject to stockholder

approval, an amendment to the Company’s certificate of incorporation to effect a reverse stock split of its outstanding

common stock by combining outstanding shares of common stock into a lesser number of outstanding shares of common stock by a ratio

of not more than 1-for-75 prior to December 18, 2020, with the exact ratio to be set within this range by the Board at its sole

At its Annual Meeting of Stockholders held on December 18, 2019, the Company’s stockholders approved such amendment

to its certificate of incorporation.

Upon the effectiveness of the amendment to its certificate of incorporation effecting the

reverse stock split, the outstanding shares of its common stock will be reclassified and combined into a lesser number of shares

such that one share of common stock will be issued for a specified number of shares.

The Board has the sole

discretion to effect the amendment and reverse stock split, and to fix the specific ratio for the reverse stock split, provided

that the ratio would be not be more than 1-for-75.

The reverse stock split would become effective upon the filing of an amendment

to the Company’s certificate of incorporation with the Secretary of State of the State of Delaware, or at the later time

set forth in the amendment.

The exact timing of the amendment will be determined by the Board based on its evaluation as to when

such action will be the most advantageous to the Company and its stockholders.

by, and the duration of, the COVID-19 pandemic may be difficult to assess or predict, including new information which may emerge

concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others, the pandemic has resulted

significant disruptions in the general commercial activity and the global economy and caused financial market volatility and uncertainty

in significant and unforeseen ways in the recent months.

A continuation or worsening of the levels of market disruption and volatility

seen in the recent past could have an adverse effect on the Company’s ability to access capital, which could in the future

negatively affect the Company’s liquidity.

In addition, a recession or market correction resulting from the spread of COVID-19

could materially affect the Company’s business and the value of the Company’s common stock.

Additionally, COVID-19

may result in delays in receiving approvals from local and foreign regulatory authorities, delays in necessary interactions

with IRB’s or Institutional Review Boards, local and foreign regulators, ethics committees and other important agencies and

contractors due to limitations in employee resources or forced furlough of government employees.

To date, COVID-19 has not

had a financial impact on the Company.

However, COVID-19 has caused severe disruptions in transportation and limited access to

the Company’s facility, resulting in limited support from its staff and professional advisors.

Cash, Cash Equivalents

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Balances held by the Company are typically in excess of Federal Deposit Insurance Corporation insured limits.

The following is a

summary of cash, cash equivalents and restricted cash at March 31, 2020 and December 31, 2019:

The following is a summary

of cash, cash equivalents and restricted cash at June 30, 2020 and December 31, 2019:

(in thousands)

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Cash, cash equivalents and restricted cash

Current restricted

cash relates to credit card accounts, while long-term restricted cash relates to a certificate of deposit held as collateral for

a letter of credit issued in connection with the Company’s lease for corporate office space.

Current restricted cash

relates to credit card accounts, while long-term restricted cash relates to a certificate of deposit held as collateral for a letter

of credit issued in connection with the Company’s lease for corporate office space.

Leases –

The Company has operating and finance leases for corporate office space, office equipment and furniture located at the corporate

office space.

Company has operating and finance leases for corporate office space, office equipment and furniture located at the corporate office

Leases with an initial term of 12 months or less are not recorded on the balance sheet;

lease expense for these leases

is recognized on a straight-line basis over the lease term.

lease expense for these leases is

recognized on a straight-line basis over the lease term.

Fair Value of Financial

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The Company accounts for forfeitures of stock options as they occur.

Common Share - Basic loss per common share is computed by dividing the net loss available to common stockholders by the

weighted average number of common shares outstanding during the reporting period.

For periods of net income, and when the

effects are not anti-dilutive, diluted earnings per share is computed by dividing net income available to common stockholders

by the weighted-average number of shares outstanding plus the impact of all potential dilutive common shares, consisting

primarily of common shares underlying common stock options and warrants using the treasury stock method.

For periods of net

loss, diluted loss per share is calculated similarly to basic loss per share because the impact of all potential dilutive

common shares is anti-dilutive.

For the three months ended March 31, 2020 and 2019, the Company’s potentially dilutive

shares, which include outstanding common stock options and warrants have not been included in the computation of diluted net

loss per share as the result would have been anti-dilutive.

Net Loss Per Common

Share - Basic loss per common share is computed by dividing the net loss available to common stockholders by the weighted

average number of common shares outstanding during the reporting period.

For periods of net income, and when the effects are not

anti-dilutive, diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average

number of shares outstanding plus the impact of all potential dilutive common shares, consisting primarily of common shares underlying

common stock options and warrants using the treasury stock method.

The Company issued pre-funded warrants in April 2020 and June

2020 that are considered outstanding shares for the purposes of calculating net loss per common share, see Note 4 for additional

Since the shares underlying the outstanding 2.3 million pre-funded warrants are issuable for negligible consideration

and are fully vested and exercisable, they are considered outstanding for the calculations of both basic and diluted loss per

For periods of net loss,

diluted loss per share is calculated similarly to basic loss per share because the impact of all potential dilutive common shares

is anti-dilutive.

For the six months ended June 30, 2020 and 2019, the Company’s potentially dilutive shares, which include

outstanding common stock options and warrants have not been included in the computation of diluted net loss per share as the result

would have been anti-dilutive.

(in thousands)

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Recently Adopted

In August 2018, FASB

issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820).

The updated guidance improves the disclosure

requirements on fair value measurements, primarily associated with Level 3 fair value measurements and is effective for fiscal

years, and interim periods within those fiscal years, beginning after December 15, 2019.

Early adoption is permitted upon issuance

of the standard for disclosures modified or removed with a delay of adoption of the additional disclosures until their effective

The Company adopted this standard effective January 1, 2020 and the standard did not have a significant impact to the Company’s

financial statements.

In November 2018,

FASB issued ASU 2018-18, C ollaborative Arrangements (Topic 808):

Clarifying the Interaction Between Topic 808 and Topic 606,

which, among other things, provides guidance on how to assess whether certain collaborative arrangement transactions should

be accounted for under Topic 606.

The amendments in this ASU are effective for fiscal years, and interim periods within those

fiscal years, beginning after December 15, 2019, with early adoption permitted.

In August 2018, FASB issued

ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820).

The updated guidance improves the disclosure requirements

on fair value measurements, primarily associated with Level 3 fair value measurements and is effective for fiscal years, and interim

periods within those fiscal years, beginning after December 15, 2019.

Early adoption is permitted upon issuance of the standard

for disclosures modified or removed with a delay of adoption of the additional disclosures until their effective date.

adopted this standard effective January 1, 2020 and the standard did not have a significant impact to the Company’s financial

In November 2018, FASB

issued ASU 2018-18, C ollaborative Arrangements (Topic 808):

Clarifying the Interaction Between Topic 808 and Topic 606, which,

among other things, provides guidance on how to assess whether certain collaborative arrangement transactions should be accounted

for under Topic 606.

The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years,

beginning after December 15, 2019, with early adoption permitted.

The Company adopted this standard effective January 1, 2020

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The Company is contracted to purchase radioactive material to be used for research and development, with a renewal option at the contract end.

During the three months ended March 31, 2020 and 2019, the Company purchased material from ORNL of $0.1 million in each period.

During the six months ended June 30, 2020 and 2019, the Company purchased material from ORNL of $0.1 million in each period.

In November 2019, the Company signed a contract with ORNL to purchase $0.3 million of radioactive material during calendar year 2020.

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Upon commercial sale of the drug, royalty payments of 2% of net sales will be due to FHCRC.

On February 16, 2016, the Company entered into an agreement with Medpace, Inc.

(“Medpace”), a contract research organization.

Medpace provides project management services for the Iomab-B study.

In January 2020, the Company and Medpace amended their agreement.

The total project is currently estimated to cost $11.9 million.

Medpace bills the Company when services are rendered and the Company records the related expense to research and development costs.

During the three months ended March 31, 2020 and 2019, the Company paid Medpace $1.5 million and $0.4 million, respectively.

These payments are for Medpace project management services and pass-through expenses incurred by investigators and clinical sites.

Collaborative Agreement

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Note 3 - Leases

The Company adopted

ASC 842 as of January 1, 2019, using a modified retrospective approach and applying the standard’s transition provisions

at January 1, 2019, the effective date.

The Company made an accounting policy election to exclude from balance sheet reporting

those leases with initial terms of 12 months or less.

The Company adopted ASC

842 as of January 1, 2019, using a modified retrospective approach and applying the standard’s transition provisions at January

1, 2019, the effective date.

The Company made an accounting policy election to exclude from balance sheet reporting those leases

with initial terms of 12 months or less.

The Company determines

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lease components are recognized when the obligation is probable.

Right-of-use assets

and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

Right-of-use assets and

liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

ASC 842 requires

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of lease payments.

The lease term for

all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either

a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to

extend (or not to terminate) the lease controlled by the lessor.

Options for lease renewals have been excluded from the lease term

(and lease liability) for the majority of the Company’s leases as the reasonably certain threshold is not met.

At March 31, 2020,

the Company has an operating lease for corporate office space and two finance leases for office equipment and furniture located

in the corporate office space.

In addition, the Company has auxiliary corporate office space that it rents on a month-to-month

this rental is accounted for as an operating lease with the same term as the Company’s main office in the same building.

The lease term for all

of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a

Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend

(or not to terminate) the lease controlled by the lessor.

Options for lease renewals have been excluded from the lease term (and

lease liability) for the majority of the Company’s leases as the reasonably certain threshold is not met.

At June 30, 2020, the Company

has an operating lease for corporate office space and two finance leases for office equipment and furniture located in the corporate

office space.

In addition, the Company has auxiliary corporate office space that it rents on a month-to-month basis;

is accounted for as an operating lease with the same term as the Company’s main office in the same building.

The components of lease expense are as follows:

Three months ended

Six months ended

(in thousands)

March 31, 2020

March 31, 2019

Operating lease expense

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Total finance lease cost

Supplemental cash flow information related

to leases are as follows:

Supplemental cash flow information related to

leases are as follows:

Cash flow information:

Three months ended

Six months ended

(in thousands)

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Finance Leases

Weighted average remaining lease terms are as follows at March

Weighted average remaining lease terms are as

follows at June 30, 2020:

Weighted average remaining lease term:

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Finance Leases

Maturities of lease

liabilities are as follows:

(in thousands)

Maturities of lease liabilities

are as follows:

Year ending December 31,

Operating Leases

Finance Leases

2020 (excluding three months ended March 31, 2020)

2020 (excluding six months

ended June 30, 2020)

Total lease payments

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Note 4 - Equity

On August 7, 2020,

the Board unanimously approved a reverse stock split of its outstanding common stock by combining outstanding shares of common

stock into a lesser number of outstanding shares of common stock by a ratio of 1-for-30, and on August 10, 2020, the Company filed

with the Secretary of State of Delaware a certificate of amendment to its certificate of incorporation to effect the reverse stock

Accordingly, all common share and per common share data in these consolidated financial statements and related notes hereto

have been retroactively adjusted to account for the effect of this reverse stock split for all periods presented.

On April 24, 2020,

the Company issued and sold 4.3 million shares of common stock and 2.8 million pre-funded warrants to purchase shares of common

The price to the public in this offering for each share of common stock was $4.50 and for each pre-funded warrant was $4.497.

Each pre-funded warrant has an exercise price of $0.003 per share and is exercisable immediately upon issuance.

The pre-funded

warrants are subject to certain limitations on beneficial ownership.

Gross proceeds from this offering to Actinium were $31.6 million,

before deducting underwriting discounts and commissions and other offering expenses payable by the Company.

Net proceeds from this

offering were $29.1 million.

In June 2020, holders

of 1.2 million pre-funded April 2020 warrants exercised their warrants at $0.003 per share and received 1.2 million shares of common

On June 19, 2020, the

Company issued and sold 1.9 million shares of common stock and 0.7 million pre-funded warrants to purchase shares of common stock.

The price to the public in this offering for each share of common stock was $9.75 and for each pre-funded warrant was $9.747.

pre-funded warrant has an exercise price of $0.003 per share and is exercisable immediately upon issuance.

The pre-funded warrants

are subject to certain limitations on beneficial ownership.

Gross proceeds from this offering to Actinium were $25.0 million, before

deducting underwriting discounts and commissions and other offering expenses payable by the Company.

Net proceeds from this offering

were $23.0 million.

In December 2018, the

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and JonesTrading Institutional

Services LLC (the “ATM Sales Agreement”), pursuant to which the Company conducted its at-the market program.

the three months ended March 31, 2020, the Company sold 9.3 million common shares through its at-the-market program, resulting

in net proceeds of $2.5 million.

During the three months ended March 31, 2019, the Company sold 0.9 million common shares through

its at-the-market program, resulting in net proceeds of $0.4 million.

Services LLC, pursuant to which the Company conducted its at-the market program.

During the six months ended June 30, 2020, the

Company sold 0.3 million common shares through its at-the-market program, resulting in net proceeds of $2.5 million.

In October 2018, the

Company and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a purchase agreement (the “Lincoln

Park Agreement”) and a registration rights agreement, pursuant to which the Company has the right to sell to Lincoln Park

shares of the Company’s common stock having an aggregate value of up to $32.5 million, subject to certain limitations and

conditions set forth in the agreement.

During the three months ended March 31, 2020, the Company elected to sell to Lincoln Park

0.8 million shares and received $0.2 million.

For the three months

ended March 2019, holders of March 2018 series A warrants exercised 2.5 million shares, resulting in the Company receiving $1.5

Company and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a purchase agreement and a registration rights

agreement, pursuant to which the Company has the right to sell to Lincoln Park shares of the Company’s common stock having

an aggregate value of up to $32.5 million, subject to certain limitations and conditions set forth in the agreement.

six months ended June 30, 2020, the Company elected to sell to Lincoln Park 27 thousand shares and received $0.2 million.

In June 2020, the Company

issued 5 thousand shares of restricted common stock, valued at $30 thousand, for consulting services.

For the six months

ended June 30, 2019, holders of March 2018 series A warrants exercised 83 thousand shares, resulting in the Company receiving $1.5

The remaining March 2018 series A warrants expired in March 2019.

Authorization for Reverse Stock Split

At the Company’s

Annual Meeting of Stockholders held on December 18, 2019, its stockholders approved an amendment to the Company’s certificate

of incorporation to effect a reverse stock split of its outstanding common stock by combining outstanding shares of common stock

into a lesser number of outstanding shares of common stock by a ratio of not more than 1-for-75 prior to December 18, 2020, with

the exact ratio to be set within this range by the Company’s Board of Directors, or Board, at its sole discretion.

may alternatively elect to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders,

in its sole discretion.

For more information on the potential reverse stock split, please see Note 1—Description of Business

and Summary of Significant Accounting Policies herein.

The Company has outstanding

warrants to purchase 1,907 shares of common stock that include down-round protection.

For warrants with down-round protection,

a deemed dividend is recorded for the change in fair value of the warrants when the down-round provision is triggered.

of the April 2019 offering, the exercise price of the warrant was reset from $37.50 per share to $26.40 per share.

of the April 2020 offering and June 2020 offering, the exercise price of the warrant was reset from $26.40 per share to $15.60

The down-round protection provision in the above warrants created a deemed dividend to common stockholders of $1 thousand

in the six months ended June 30, 2020 and 2019, which are reflected in the accompanying consolidated statement of operations and

consolidated statement of changes in stockholders’

Stock Options

The following is a

summary of stock option activity for the three months ended March 31, 2020:

The following is a summary

of stock option activity for the six months ended June 30, 2020:

(in thousands, except for per-share amounts)

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Outstanding, December 31, 2019

Outstanding, March 31, 2020

Exercisable, March 31, 2020

During the three months

ended March 31, 2020, options to purchase 0.3 million shares were cancelled upon the termination of employment for several employees.

The fair values of

all options issued and outstanding are being amortized over their respective vesting periods.

Outstanding, June 30, 2020

Exercisable, June 30, 2020

During the six months

ended June 30, 2020, options to purchase 15 thousand shares were cancelled upon the termination of employment for several employees.

The fair values of all

options issued and outstanding are being amortized over their respective vesting periods.

The unrecognized compensation expense

at March 31, 2020 was $1.7 million related to unvested options, which is expected to be expensed over a weighted average of 3.0

During the three months ended March 31, 2020 and 2019, the Company recorded compensation expense related to stock options

of $0.4 million and $0.3 million, respectively.

at June 30, 2020 was $1.5 million related to unvested options, which is expected to be expensed over a weighted average of 2.8

During the six months ended June 30, 2020 and 2019, the Company recorded compensation expense related to stock options of

$0.5 million and $0.3 million, respectively.

Pre-funded Warrants

As part of the April

2020 offering and the June 2020 offering, the Company issued pre-funded warrants.

Each pre-funded warrant has an exercise price

of $0.003 per share and is exercisable immediately upon issuance.

The pre-funded warrants are subject to certain limitations on

beneficial ownership.

The pre-funded warrants do not have an expiration date.

Management determined that the pre-funded warrants

are freestanding instruments and that the pre-funded warrants should be classified as permanent equity in accordance with authoritative

Following is a summary

of warrant activity for the three months ended March 31, 2020:

of pre-funded warrant activity for the six months ended June 30, 2020.

(in thousands, except for per-share amounts)

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Outstanding, December 31, 2019

Outstanding, June 30, 2020

Exercisable, June 30, 2020

Following is a summary

of warrant activity for the six months ended June 30, 2020:

(in thousands, except for per-share amounts)

Number of Shares

Outstanding, December 31, 2019

Cancelled/Expired

Outstanding, March 31, 2020

Exercisable, March 31, 2020

Outstanding, June 30, 2020

Exercisable, June 30, 2020

Subsequent Events

In April 2020, the

Company sold 171 thousand shares of common stock through its at-the-market program and realized net proceeds of $35 thousand.

On April 24, 2020,

the Company issued and sold 128.3 million shares of common stock and 82.5 million pre-funded warrants to purchase shares of common

The price to the public in this offering for each share of common stock was $0.15 and for each pre-funded warrant was $0.1499.

Each pre-funded warrant has an exercise price of $0.0001 per share and is exercisable immediately upon issuance.

are subject to certain limitations on beneficial ownership.

Gross proceeds from this offering to Actinium were $31.6 million,

before deducting underwriting discounts and commissions and other offering expenses payable by the Company.

Net proceeds from

this offering were $29.1 million.

In June 2020, holders

of 36.0 million pre-funded warrants exercised their warrants at $0.0001 per share and received 36.0 million shares of common stock.

In June 2020, the

Company issued 157 thousand shares of restricted common stock for consulting services.

On June 19, 2020, the Company issued and sold 55.7 million shares of common stock and 21.3 million pre-funded warrants to

purchase shares of common stock.

The price to the public in this offering for each share of common stock was $0.325 and for

each pre-funded warrant was $0.3249.

Each pre-funded warrant has an exercise price of $0.0001 per share and is exercisable

immediately upon issuance.

The warrants are subject to certain limitations on beneficial ownership.

Gross proceeds from this

offering to Actinium were $25.0 million, before deducting underwriting discounts and commissions and other offering expenses

payable by the Company.

Net proceeds from this offering were $22.8 million.

In connection with the Company’s June 2020 public offering,

the Company suspended, and during the duration of the June 2020 public offering did not offer, any securities pursuant to the Lincoln

Park Agreement and 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.

In July 2020, holders

of 0.4 million pre-funded April 2020 and June 2020 warrants exercised their warrants at $0.003 per share and received 0.4 million

shares of common stock.

Holders of 2 thousand April 2019 warrants exercised their warrants at $15.00 per share and received 2 thousand

In August 2020, the

Company filed a registration statement including a base prospectus which covers the offering, issuance and sale of up to $500 million

of common stock, preferred stock, warrants, units and/or subscription rights;

and a sales agreement prospectus covering the offering,

issuance and sale of up to a maximum aggregate offering price of $200 million of common stock that may be issued and sold under

the Capital on Demand™

Sales Agreement with JonesTrading Institutional Services LLC.

Since June 30, 2020, the

Company has issued stock options for 357,189 shares to employees and 33,332 shares to non-employee directors.

MANAGEMENT’S DISCUSSION

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certain forward-looking statements.

For this purpose, any statements contained in this Form 10-Q that are not statements of historical

fact may be deemed to be forward-looking statements.

Without limiting the foregoing, words such as “may,”

For this purpose, any statements contained in this Form 10-Q that are

not statements of historical fact may be deemed to be forward-looking statements.

Without limiting the foregoing, words such

as “may,”

“will,”

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or “continue”

or comparable

terminology are intended to identify forward-looking statements.

These statements by their nature involve substantial risks

and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our

These factors include but are not limited to economic conditions generally and in the industries in which we may

competition within our chosen industry, including competition from much larger competitors;

technological advances

and failure to successfully develop business relationships.

or comparable terminology are intended to identify forward-looking statements.

These statements

by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of

factors, many of which are not within our control.

These factors include but are not limited to economic conditions generally

and in the industries in which we may participate;

competition within our chosen industry, including competition from much larger

technological advances and failure to successfully develop business relationships.

Description of Business

Actinium Pharmaceuticals,

is a clinical-stage, biopharmaceutical company applying its proprietary platform technology and deep understanding of radiobiology to the development of novel targeted therapies known as ARCs or Antibody Radiation-Conjugates.

Radiation is an effective

therapeutic modality that is used in the treatment of over fifty percent of all cancer patients and often combined with chemotherapy

and immunotherapy for greater therapeutic effect.

Radiation is typically administered from outside the body, which constrains

the amount that can be administered to patients due to dose-limiting toxicities.

In addition, due to the diffuse nature of the

external radiation beam, its usage is limited to solid tumors and cannot be used in blood cancers, which are diffuse.

the cell-killing ability of a radioisotope payload with a targeting agent, such as a monoclonal antibody, or mAb, to deliver radiation

inside the body to specific cells, to potentially generate greater efficacy and less toxicity.

ARCs usage is broader than external

delivered radiation as they can be used for both solid tumors and blood cancers.

Blood or hematologic cancers are highly sensitive

to radiation and our clinical pipeline is focused on ARCs targeting the antigens CD45 and CD33, both of which are expressed in

multiple hematologic cancers.

is a clinical-stage, biopharmaceutical company applying its proprietary platform technology and deep understanding of radioimmunobiology

to the development of novel targeted therapies known as ARCs or Antibody Radiation-Conjugates.

Radiation is an effective therapeutic

modality that is used in the treatment of over fifty percent of all cancer patients and often combined with chemotherapy and immunotherapy

for greater therapeutic effect.

Radiation is typically administered from outside the body, which constrains the amount that can

be administered to patients due to dose-limiting toxicities.

In addition, due to the diffuse nature of the external radiation beam,

its usage is limited to solid tumors and cannot be used in blood cancers, which are diffuse.

ARCs combine the cell-killing ability

of a radioisotope payload with a targeting agent, such as a monoclonal antibody, or mAb, to deliver radiation inside the body to

specific cells, to potentially generate greater efficacy and less toxicity.

ARCs usage is broader than external delivered radiation

as they can be used for both solid tumors and blood cancers.

Blood or hematologic cancers are highly sensitive to radiation and

our clinical pipeline is focused on ARCs targeting the antigens CD45 and CD33, both of which are expressed in multiple hematologic

Our clinical programs are focused on two primary areas:

targeted conditioning prior to a cell or

gene therapy procedure and therapeutics, either in combination with other agents or as a monotherapy.

Our product development

strategy is actively informed by clinical data with our ARCs in over 500 patients, including the ongoing SIERRA trial.

pipeline has emanated from our AWE, or Antibody Warhead Enabling technology platform, which is protected by over 110 issued and

pending patents, trade secrets and know-how and is being utilized in a collaborative research partnership with Astellas Pharma, Inc..

We are advancing the

only multi-target, multi-indication clinical-stage pipeline for targeted conditioning and the only ARC-based targeted conditioning

regimens in development.

Our ARCs for targeted conditioning are intended to potentially enable improved access to cell-based therapies

with curative potential, including BMT, or bone marrow transplant, ACT, or adoptive cell therapy such as CAR-T, and Gene Therapy,

as well as improved outcomes.

Conditioning in the context of BMT, ACT or Gene Therapy is the act of depleting certain blood and

immune-forming cells, including bone marrow stem cells and, in some cases, diseased cells prior to transplanting new cells into

Currently, conditioning is accomplished using a combination of chemotherapeutic agents and external radiation.

non-targeted conditioning regimens may prevent a patient from receiving a potentially curative therapy and hinder outcomes due

to their toxicities.

ARCs have the potential to increase patient access and outcomes by way of their ability to selectively deplete

targeted cells while sparing normal healthy cells.

We use our ARCs at high isotope dose levels to achieve myeloablation, which

fully depletes bone marrow stem cells and at lower isotope dose levels to achieve lymphodepletion, which spares bone marrow stem

cells from depletion.

In addition, dosing may be titrated downward from myeloablative doses to achieve partial myeloablation, which

may be appropriate for certain gene therapy programs.

targeted conditioning prior to a cell or gene therapy procedure

and therapeutics, either in combination with other agents or as a monotherapy.

Our product development strategy is actively informed

by clinical data with our ARCs in over 500 patients, including the ongoing SIERRA trial.

Our clinical pipeline has emanated from

our AWE, or Antibody Warhead Enabling technology platform, which is protected by over 120 issued and pending patents, trade secrets

and know-how and is being utilized in a collaborative research partnership with Astellas Pharma, Inc.

We are advancing the only

multi-target, multi-indication clinical-stage pipeline for targeted conditioning and the only ARC-based targeted conditioning regimens

in development.

Our ARCs for targeted conditioning are intended to potentially enable improved access to cell-based therapies with

curative potential, including BMT, or bone marrow transplant, ACT, or adoptive cell therapy such as CAR-T, and Gene Therapy, as

well as improved outcomes.

Conditioning in the context of BMT, ACT or Gene Therapy is the act of depleting certain blood and immune-forming

cells, including bone marrow stem cells and, in some cases, diseased cells prior to transplanting new cells into a patient.

conditioning is accomplished using a combination of chemotherapeutic agents and external radiation.

These non-targeted conditioning

regimens may prevent a patient from receiving a potentially curative therapy and hinder outcomes due to their toxicities.

have the potential to increase patient access and outcomes by way of their ability to selectively deplete targeted cells while

sparing normal healthy cells.

We use our ARCs at high isotope dose levels to achieve myeloablation, which fully depletes bone marrow

stem cells and at lower isotope dose levels to achieve lymphodepletion, which spares bone marrow stem cells from depletion.

addition, dosing may be titrated downward from myeloablative doses to achieve partial myeloablation, which may be appropriate for

certain gene therapy programs.

CD45 Targeted Conditioning Program

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for malignant and non-malignant diseases.

Our lead CD45

targeted conditioning product candidate is Iomab-B, which uses high doses of I-131 to achieve myeloablative conditioning

prior to a BMT.

Iomab-B is currently being studied in the pivotal Phase 3 Study of Iomab-B in Elderly Relapsed or Refractory

AML, or SIERRA, clinical trial for targeted conditioning prior to an allogeneic BMT for patients with active, relapsed or

refractory (r/r) Acute Myeloid Leukemia, or AML, who are age 55 or older.

Patients with active, r/r AML are not normally

considered eligible for BMT and the SIERRA trial is the only randomized Phase 3 trial to offer BMT as a treatment option for

this patient population.

The SIERRA trial compares outcomes of patients randomized to receive Iomab-B and a BMT (the study

arm) to those patients randomized to receive physician’s choice of salvage chemotherapy (the control arm).

chemotherapy is also defined as conventional care, as no standard of care exists for this patient population.

fail to achieve a CR or Complete Response on the control arm are ineligible to proceed to a BMT, but the trial design permits

these patients to “cross over”

to receive the study arm treatment if they meet the eligibility criteria.

primary endpoint of the SIERRA trial is durable Complete Remission, or dCR, of six months and the secondary endpoint is

one-year Overall Survival, or OS.

When the crossover patients receive Iomab-B and BMT, they have not achieved remission with

their salvage therapy and are considered to be failures for the primary endpoint of the study.

The SIERRA trial is currently

active at 20 sites in the United States and Canada, which includes many of the leading BMT sites based on volume.

to complete enrollment of the SIERRA trial and have topline data that we believe will support the submission of a Biologics

License Application, or BLA, with the U.S.

Our lead CD45 targeted

conditioning product candidate is Iomab-B, which uses high doses of I-131 to achieve myeloablative conditioning prior to a BMT.

Iomab-B is currently being studied in the pivotal Phase 3 Study of Iomab-B in Elderly Relapsed or Refractory AML, or SIERRA, clinical

trial for targeted conditioning prior to an allogeneic BMT for patients with active, relapsed or refractory (r/r) Acute Myeloid

Leukemia, or AML, who are age 55 or older.

Patients with active, r/r AML are not normally considered eligible for BMT and the SIERRA

trial is the only randomized Phase 3 trial to offer BMT as a treatment option for this patient population.

The SIERRA trial compares

outcomes of patients randomized to receive Iomab-B and a BMT (the study arm) to those patients randomized to receive physician’s

choice of salvage chemotherapy (the control arm).

Salvage chemotherapy is also defined as conventional care, as no standard of

care exists for this patient population.

Patients who fail to achieve a CR or Complete Response on the control arm are ineligible

to proceed to a BMT, but the trial design permits these patients to “cross over”

to receive the study arm treatment

if they meet the eligibility criteria.

The primary endpoint of the SIERRA trial is durable Complete Remission, or dCR, of six months

and the secondary endpoint is one-year Overall Survival, or OS.

When the crossover patients receive Iomab-B and BMT, they have

not achieved remission with their salvage therapy and are considered to be failures for the primary endpoint of the study.

SIERRA trial is currently active at 20 sites in the United States and Canada, which includes many of the leading BMT sites based

We expect to complete enrollment of the SIERRA trial and have topline data that we believe will support the submission

of a Biologics License Application, or BLA, with the U.S.

Food and Drug Administration, or FDA, in 2021.

If approved, we expect our initial

commercial launch would target the leading 50-100 BMT and medical centers that perform the vast majority of BMT’s in

the United States.

If approved, we expect

our initial commercial launch would target the leading 50-100 BMT and medical centers that perform the vast majority of BMT’s

in the United States.

In the European Union or EU, we received favorable feedback from the European Medicines Agency or EMA via

their scientific advice program that the trial design, primary endpoint and planned statistical analysis from the SIERRA

trial are acceptable as the basis for a Marketing Authorization Application or MAA.

Additionally, the EMA commented that it

does not anticipate the need for further standalone preclinical toxicology or safety studies.

Overall, transplant procedures

in the EU are approximately fifty percent higher than in the United States with a similar market dynamic with a majority of

BMT volume being conducted in a concentrated number of leading medical centers.

We intend to secure a partner for Iomab-B in

their scientific advice program that the trial design, primary endpoint and planned statistical analysis from the SIERRA trial

are acceptable as the basis for a Marketing Authorization Application or MAA.

Additionally, the EMA commented that it does not

anticipate the need for further standalone preclinical toxicology or safety studies.

Overall, transplant procedures in the EU are

approximately fifty percent higher than in the United States with a similar market dynamic with a majority of BMT volume being

conducted in a concentrated number of leading medical centers.

We intend to secure a partner for Iomab-B in the EU.

Safety and feasibility

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The SIERRA trial is

powered for up to two interim analyses of the primary endpoint exercisable at our discretion and triggered by an enrollment range

of 70 to 110 patients to evaluate, the primary endpoint of dCR of 180 days.

We intend to exercise an ad-hoc analysis, basing our

decision to do so on the data reported from SIERRA thus far and comfort with the pace and current status of enrollment as of April

2020, which could generate topline data for the primary endpoint in late 2020 and early termination of the trial if positive.

on the statistical plan of the study, a single ad-hoc analysis would result in a minimal alpha spend of no more than 0.00925, depending

on the number of patients included in the ad-hoc analysis.

Our Iomab-ACT program

is intended for targeted conditioning prior to ACT or Gene Therapy and uses the same 131 I-apamistamab ARC construct

as Iomab-B at varying doses.

powered for up to two interim analyses of the primary endpoint of dCR of 180 days exercisable at our discretion and triggered by

an enrollment range of 70 to 110 patients.

We exercised a single ad-hoc analysis in the second quarter of 2020, based on the data

reported from SIERRA thus far and the status of enrollment at the time of triggering our ad hoc analysis.

The ad hoc analysis is

expected to be completed by the end of 2020, which could generate topline data for the primary endpoint and early termination of

the trial if positive.

Based on the statistical plan of the study, a single ad-hoc analysis would result in a minimal alpha spend

of no more than 0.00925, depending on the number of patients included in the ad-hoc analysis.

Our Iomab-ACT program is

intended for targeted conditioning prior to ACT or Gene Therapy and uses the same 131 I-apamistamab ARC construct as

Iomab-B at varying doses.

At lower doses of one-eighth to one-sixth of the myeloablative dose, it is applicable for lymphodepletion

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for Gene Therapy applications where stem cell myeloablation is necessary.

In January 2020,

we announced a collaboration with University of California Davis to utilize Iomab-ACT conditioning in an ongoing Phase 1/2

trial with a novel anti-HIV autologous stem cell gene therapy for patients with HIV-related lymphoma.

We believe this to be

the first Gene Therapy trial to use an ARC-based conditioning regimen.

131 I-Apamistamab has clinical proof of

concept as a targeted conditioning regimen for patients with high-risk, relapsed or refractory lymphoma prior to an

autologous stem cell transplant from a previous study, where a favorable safety profile with no dose-limiting toxicities and

minimal non-hematologic toxicities were observed and promising efficacy with median overall survival not reached (range:

months to not reached) and 31% of patients in prolonged remission at a median of 36 months follow up (range:

In this study, Iomab-ACT is intended to replace the chemotherapy-based condition regimen known as BEAM

(BCNU/carmustine, etoposide, cytarabine, and melphalan) to simultaneously kill the patient’s lymphoma cells and deplete

the patient’s stem cells to make room for the transplant.

Upon engraftment, the transplanted gene-modified autologous

stem cells containing three anti-HIV genes are intended to equip the patient with a new immune system that is resistant to

the HIV virus.

Iomab-ACT will be substituted for BEAM in the ongoing Phase 1/2 trial and we expect to have clinical proof of

concept data in 2021.

In January 2020, we announced

a collaboration with University of California Davis to utilize Iomab-ACT conditioning in an ongoing Phase 1/2 trial with a novel

anti-HIV autologous stem cell gene therapy for patients with HIV-related lymphoma.

We believe this to be the first Gene Therapy

trial to use an ARC-based conditioning regimen.

131 I-Apamistamab has clinical proof of concept as a targeted conditioning

regimen for patients with high-risk, relapsed or refractory lymphoma prior to an autologous stem cell transplant from a previous

study, where a favorable safety profile with no dose-limiting toxicities and minimal non-hematologic toxicities were observed and

promising efficacy with median overall survival not reached (range:

29 months to not reached) and 31% of patients in prolonged

remission at a median of 36 months follow up (range:

In this study, Iomab-ACT is intended to replace the

chemotherapy-based condition regimen known as BEAM (BCNU/carmustine, etoposide, cytarabine, and melphalan) to simultaneously kill

the patient’s lymphoma cells and deplete the patient’s stem cells to make room for the transplant.

Upon engraftment,

the transplanted gene-modified autologous stem cells containing three anti-HIV genes are intended to equip the patient with a new

immune system that is resistant to the HIV virus.

Iomab-ACT will be substituted for BEAM in the ongoing Phase 1/2 trial and we

expect to have clinical proof of concept data in 2021.

We believe our Iomab-ACT

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CD33 Program:

Targeted Conditioning,

Combinations and Therapeutics

Our CD33 program is

evaluating the clinical utility of an ARC comprised of the anti-CD33 mAb lintuzumab linked to the potent alpha-emitting radioisotope

Actinium-225 or Ac-225.

CD33 is expressed in the majority of patients with AML and myelodysplastic syndrome, or MDS, as well as

approximately one third of patients with multiple myeloma.

Our CD33 development program is driven by data obtained from over one

hundred treated patients, including results from a Phase 1/2 trial that was conducted in 58 patients with newly diagnosed AML,

which was completed in 2018.

This clinical data, as well as our experience with Iomab-B, is shaping a two-pronged approach with

our CD33 program, where at high doses we are exploring its use for targeted conditioning and at low doses we are exploring its

use for therapeutic purposes in combination with other modalities, such as chemotherapy, targeted agents or immunotherapy.

Actimab-MDS is our

second clinical trial focused on targeted conditioning, in this case for patients with high-risk MDS and is our second pivotal

Actimab-MDS is informed by prior experience with our CD33 ARC in multiple trials for patients with AML, MDS and for patients

that have progressed from MDS to AML, which is also known as secondary AML.

Data from these trials showed that our CD33 ARC had

single-agent activity capable of producing complete remissions (CRs) in certain patients at varying dose levels with minimal non-hematologic

Targeted Conditioning, Combinations

and Therapeutics

Our CD33 program is evaluating

the clinical utility of an ARC comprised of the anti-CD33 mAb lintuzumab linked to the potent alpha-emitting radioisotope Actinium-225

CD33 is expressed in the majority of patients with AML and myelodysplastic syndrome, or MDS, as well as approximately

one third of patients with multiple myeloma.

Our CD33 development program is driven by data obtained from over one hundred treated

patients, including results from a Phase 1/2 trial that was conducted in 58 patients with newly diagnosed AML, which was completed

This clinical data, as well as our experience with Iomab-B, is shaping a two-pronged approach with our CD33 program, where

at high doses we are exploring its use for targeted conditioning and at low doses we are exploring its use for therapeutic purposes

in combination with other modalities, such as chemotherapy, targeted agents or immunotherapy.

Actimab-MDS is our second

clinical trial focused on targeted conditioning, in this case for patients with high-risk MDS and is our second pivotal program.

Actimab-MDS is informed by prior experience with our CD33 ARC in multiple trials for patients with AML, MDS and for patients that

have progressed from MDS to AML, which is also known as secondary AML.

Data from these trials showed that our CD33 ARC had single-agent

activity capable of producing complete remissions (CRs) in certain patients at varying dose levels with minimal non-hematologic

extramedullary toxicities.

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observed, may potentially serve as a pivotal trial to support the submission of a BLA.

currently finalizing discussions with the FDA.

We are also studying our CD33 ARC construct

at various dose levels and dosing regimens in combination with other therapeutic modalities such as chemotherapy, targeted agents

or immunotherapy in CD33 expressing hematologic disease indications.

We believe that radiation can be synergistic when used in

combination with these modalities based on mechanistic rationale supported by our own clinical data, preclinical research and scientific

and clinical evidence in the literature.

We have prioritized our efforts and resources in favor of combination trials for our CD33

program development strategy rather than single agent trials, which we are no longer advancing at this time.

Our CD33 ARC development

program encompasses the following ongoing and planned trials:

We are currently finalizing discussions

with the FDA.

We are also studying our

CD33 ARC construct at various dose levels and dosing regimens in combination with other therapeutic modalities such as chemotherapy,

targeted agents or immunotherapy in CD33 expressing hematologic disease indications.

We believe that radiation can be synergistic

when used in combination with these modalities based on mechanistic rationale supported by our own clinical data, preclinical research

and scientific and clinical evidence in the literature.

We have prioritized our efforts and resources in favor of combination trials

for our CD33 program development strategy rather than single agent trials, which we are no longer advancing at this time.

ARC development program encompasses the following ongoing and planned trials:

Combination Trials :

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We expect to initiate this Phase 1 trial by the end of 2020 and have proof of concept data in 2021.

Antibody Warhead Enabling Technology

Antibody Warhead Enabling Technology Platform

Our proprietary Antibody

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includes 29 patent families comprised of over 120 issued and pending patent applications, of which 9 are issued and 25 pending

in the United States, and 81 are issued and pending internationally.

in the United States, and 92 are issued or pending internationally.

The effective life of the patents in our portfolio range from

expirations between 2020 to 2039.

expirations between 2021 and 2040.

Our technology enables the direct labeling, or conjugation and labeling, of a biomolecular targeting

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Impact of COVID–19 Pandemic

In December 2019, a novel strain of COVID-19

was reported in China.

In December 2019, a novel

strain of COVID-19 was reported in China.

Since then, COVID-19 has spread globally.

The spread of COVID-19 from China to other countries has resulted

in the World Health Organization (WHO) declaring the outbreak of COVID-19 as a “pandemic,”

or a worldwide spread of

a new disease, on March 11, 2020.

Many countries around the world have imposed quarantines and restrictions on travel and mass

gatherings to slow the spread of the virus and have closed non-essential businesses, and as of the date of this prospectus, many

local jurisdictions continue to have such restrictions in place.

As many local jurisdictions continue to

have such restrictions in place, our ability to continue to operate our business may also be limited.

Such events may result in

a period of business, supply and drug product manufacturing disruption, and in reduced operations, any of which could materially

affect our business, financial condition and results of operations.

In response to COVID-19, we implemented remote working and

thus far have not experienced a significant disruption or delay in our operations as it relates to the clinical development of

our drug candidates.

The spread of COVID-19, which has caused

a broad impact globally, may materially affect us economically.

While the ultimate economic impact brought by, and the duration

of, the COVID-19 pandemic may be difficult to assess or predict, the pandemic has resulted significant disruptions in the general

commercial activity and the global economy and caused financial market volatility and uncertainty in significant and unforeseen

ways in the recent months.

A continuation or worsening of the levels of market disruption and volatility seen in the recent past

could have an adverse effect on our ability to access capital, which could in the future negatively affect our liquidity.

a recession or market correction resulting from the spread of COVID-19 could materially affect our business and the value of our

common stock.

Currently, the Phase 3 SIERRA trial for

our lead program, Iomab-B, continues to remain active at a majority of our clinical trial sites, with investigators providing feedback

that recruitment and enrollment will remain active because of the acute nature of the disease, the high unmet needs of patients

with relapsed or refractory AML, the potentially curative nature of BMT and the differentiated profile of Iomab-B.

Certain sites

that had not been actively enrolling due to COVID-19 have resumed recruitment and enrollment, and we currently anticipate that

other sites that have not been actively enrolling due to COVID-19 will likely resume recruitment and enrollment in the summer timeframe.

We also believe our earlier stage clinical trials for our CD33 program will also continue to recruit and enroll patients given

the acute nature of relapsed or refractory AML.

The continuation of the pandemic could adversely affect our planned clinical trial

operations, including our ability to conduct the trials on the expected timelines and recruit and retain patients and principal

The spread of COVID-19 from China to other

countries has resulted in the World Health Organization (WHO) declaring the outbreak of COVID-19 as a “pandemic,”

a worldwide spread of a new disease, on March 11, 2020.

Many countries around the world have imposed quarantines and restrictions

on travel and mass gatherings to slow the spread of the virus and have closed non-essential businesses, and as of the date of this

prospectus, many local jurisdictions continue to have such restrictions in place.

As many local jurisdictions

continue to have such restrictions in place, our ability to continue to operate our business may also be limited.

Such events may

result in a period of business, supply and drug product manufacturing disruption, and in reduced operations, any of which could

materially affect our business, financial condition and results of operations.

In response to COVID-19, we implemented remote working

and thus far have not experienced a significant disruption or delay in our operations as it relates to the clinical development

of our drug candidates.

Such government-imposed precautionary measures may have been relaxed in certain countries or states, but

there is no assurance that more strict measures will be put in place again due to a resurgence in COVID-19 cases.

Therefore, the

COVID-19 pandemic may continue to affect our operation, may further divert the attention and efforts of the medical community to

coping with COVID-19 and disrupt the marketplace in which we operate and may have a material adverse effect on our operations.

The spread of COVID-19,

which has caused a broad impact globally, may materially affect us economically.

While the ultimate economic impact brought by,

and the duration of, the COVID-19 pandemic may be difficult to assess or predict, including new information which may emerge concerning

the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others, the pandemic has resulted significant

disruptions in the general commercial activity and the global economy and caused financial market volatility and uncertainty in

significant and unforeseen ways in the recent months.

A continuation or worsening of the levels of market disruption and volatility

seen in the recent past could have an adverse effect on our ability to access capital, which could in the future negatively affect

our liquidity.

In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect our

business and the value of our common stock.

Currently, the Phase

3 SIERRA trial for our lead program, Iomab-B, continues to remain active at a majority of our clinical trial sites, with investigators

providing feedback that recruitment and enrollment will remain active because of the acute nature of the disease, the high unmet

needs of patients with relapsed or refractory AML, the potentially curative nature of BMT and the differentiated profile of Iomab-B.

Certain sites that had not been actively enrolling due to COVID-19 have resumed recruitment and enrollment, and we currently anticipate

that other sites that have not been actively enrolling due to COVID-19 will likely resume recruitment and enrollment in the summer

We also believe our earlier stage clinical trials for our CD33 program will also continue to recruit and enroll patients

given the acute nature of relapsed or refractory AML.

The continuation of the pandemic could adversely affect our planned clinical

trial operations, including our ability to conduct the trials on the expected timelines and recruit and retain patients and principal

investigators and site staff who, as healthcare providers, may have heightened exposure to COVID-19 if their geography is impacted

by the pandemic.

Further, the COVID-19 pandemic could result in delays in our clinical trials due to prioritization of hospital

resources toward the pandemic, restrictions in travel, potential unwillingness of patients to enroll in trials at this time, or

the inability of patients to comply with clinical trial protocols if quarantines or travel restrictions impede patient movement

or interrupt healthcare services.

In addition, we rely on independent clinical investigators, contract research organizations and

other third-party service providers to assist us in managing, monitoring and otherwise carrying out our preclinical studies and

clinical trials, and the pandemic may affect their ability to devote sufficient time and resources to our programs or to travel

to sites to perform work for us.

Additionally, COVID-19 may also result

in delays in receiving approvals from local and foreign regulatory authorities, delays in necessary interactions with IRB’s

or Institutional Review Boards, local and foreign regulators, ethics committees and other important agencies and contractors due

to limitations in employee resources or forced furlough of government employees.

To date, COVID-19 has not had a financial

impact on our company.

However, COVID-19 has caused severe disruptions in transportation and limited access to our facility, resulting

in limited support from our staff and professional advisors.

The ultimate impact from COVID-19 on our

business operations and financial results during 2020 will depend on, among other things, the ultimate severity and scope of the

pandemic, the pace at which governmental and private travel restrictions and public concerns about public gatherings will ease,

the rate at which historically large increases in unemployment rates will decrease, if at all, and whether, and the speed with

which the economy recovers.

We are not able to fully quantify the impact that these factors will have on our financial results

during 2020 and beyond, but developments related to COVID-19 may materially affect us in 2020.

NYSE American Notification and

Potential Reverse Stock Split

On April 29, 2020, we received a deficiency

letter from the NYSE American LLC, or the NYSE American, indicating that we are not in compliance with certain NYSE American continued

listing standards.

The deficiency letter states that our shares of common stock have been selling for a low price per share for

a substantial period of time.

Pursuant to Section 1003(f)(v) of the Company Guide, the NYSE American staff determined that our

continued listing is predicated on us effecting a reverse stock split of our common stock or otherwise demonstrating sustained

price improvement within a reasonable period of time, which the staff determined to be until October 29, 2020.

The letter further stated that as a result

of the foregoing, we have become subject to the procedures and requirements of Section 1009 of the NYSE American Company Guide,

which could, among other things, result in the initiation of delisting proceedings, unless we cure the deficiency in a timely manner.

Our common stock will continue to be listed on the NYSE American while we attempt to regain compliance with the listing standards,

subject to our compliance with other continued listing requirements.

In addition, the NYSE American has advised

us that its policy is to immediately suspend trading in shares of, and commence delisting procedures with respect to, a listed

company if the market price of its shares falls below $0.06 per share at any time during the trading day.

We intend to regain compliance with the

NYSE American’s continued listing standards by undertaking a measure or measures that are for the best interests of the Company

and our stockholders.

On October 18, 2019, our board of directors unanimously approved, subject to stockholder approval, an amendment

to our certificate of incorporation to effect a reverse stock split of our outstanding common stock by combining outstanding shares

of common stock into a lesser number of outstanding shares of common stock by a ratio of not more than 1-for-75 prior to December

18, 2020, with the exact ratio to be set within this range by our board of directors at its sole discretion.

On December 18, 2019,

at our 2019 Annual Meeting of Stockholders, our stockholders approved such proposed amendment to our certificate of incorporation.

The primary intent of effecting the reverse stock split, if our board of directors determines to do so, would be to ensure that

we are able to maintain compliance with the listing standards of the NYSE American.

The board of directors may alternatively elect

to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders, in its sole discretion.

Although we expect that a reverse stock

split will result in an increase in the market price of our common stock, such reverse stock split may not result in a permanent

increase in the market price of our common stock, which is dependent on many factors, including general economic, market and industry

conditions and other factors detailed from time to time in the reports we file with the Securities and Exchange Commission.

If we implement the reverse stock split,

the reverse stock split would affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership

interest in our company, except to the extent that the reverse stock split results in any of our stockholders owning a fractional

The reverse stock split would not change the terms of our common stock.

After a reverse stock split, all shares of common

stock would have the same voting rights and rights to dividends and distributions and will be identical in all other respects to

the common stock now authorized, which is not entitled to preemptive or subscription rights, and is not subject to conversion,

redemption or sinking fund provisions.

As of the effective time of the reverse

stock split, if any, we would adjust and proportionately decrease the number of shares of our common stock reserved for issuance

upon exercise of, and adjust and proportionately increase the exercise price of, all options and warrants and other rights to acquire

our common stock.

In addition, as of the effective time of a reverse stock split, we would adjust and proportionately decrease

the total number of shares of our common stock that may be the subject of the future grants under our stock plans.

Issuances after March 31, 2020

In April 2020, pursuant to the Amended

and Restated At Market Issuance Sales Agreement by and among us, B.

Riley FBR, Inc.

and JonesTrading Institutional Services LLC

, or the ATM Sales Agreement, pursuant to which we conduct our at-the market program, we sold 171 thousand shares of common stock

and realized net proceeds of $35 thousand.

In June 2020, we issued 157 thousand shares

of restricted common stock for consulting services.

The April 2020 Offering

On April 24, 2020, we issued and sold 128,333,333

shares of common stock and pre-funded warrants to purchase 82,500,001 shares of common stock.

The price to the public for each

share of common stock sold in the offering was $0.15, and the price to the public for each pre-funded warrant sold in the offering

The pre-funded warrants are exercisable at an exercise price of $0.0001 per share and are subject to certain limitations

on beneficial ownership.

Gross proceeds from the April 2020 Offering to us were $31.6 million, before deducting underwriting discounts

and commissions and other offering expenses payable by us.

Net proceeds from the April 2020 Offering were $29.1 million.

2020, holders of 36.0 million pre-funded April 2020 warrants exercised their warrants and received shares of common stock.

The June 2020 Offering

On June 19, 2020, we issued and sold 55,653,846

shares of common stock and pre-funded warrants to purchase 21,269,231 shares of common stock.

The price to the public for each

share of common stock sold in the offering was $0.3250, and the price to the public for each pre-funded warrant sold in the offering

The pre-funded warrants are exercisable immediately upon issuance at an exercise price of $0.0001 per share and are

subject to certain limitations on beneficial ownership.

Gross proceeds from the June 2020 Offering to us were approximately $25

million, before deducting underwriting discounts and commissions and other offering expenses payable by us.

Net proceeds from the

June 2020 Offering were $22.8 million.

In connection with our June 2020 Offering,

we suspended, and during the duration of the June 2020 Offering did not offer, any securities pursuant to the Lincoln Park Agreement

and the ATM Sales Agreement.

We 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.

Further, the continuation and/or resurgence of the COVID-19 pandemic could result in delays in our clinical trials

due to prioritization of hospital resources toward the pandemic, restrictions in travel, potential unwillingness of patients to

enroll in trials at this time, or the inability of patients to comply with clinical trial protocols if quarantines or travel restrictions

impede patient movement or interrupt healthcare services.

In addition, we rely on independent clinical investigators, contract

research organizations and other third-party service providers to assist us in managing, monitoring and otherwise carrying out

our preclinical studies and clinical trials, and the pandemic may affect their ability to devote sufficient time and resources

to our programs or to travel to sites to perform work for us.

Additionally, COVID-19

may result in delays in receiving approvals from local and foreign regulatory authorities, delays in necessary interactions

with IRB’s or Institutional Review Boards, local and foreign regulators, ethics committees and other important agencies and

contractors due to limitations in employee resources or forced furlough of government employees.

To date, COVID-19 has not

had a financial impact on our company.

However, COVID-19 has caused severe disruptions in transportation and limited access to

our facility, resulting in limited support from our staff and professional advisors.

The ultimate impact from

COVID-19 on our business operations and financial results during 2020 will depend on, among other things, the ultimate severity

and scope of the pandemic, the pace at which governmental and private travel restrictions and public concerns about public gatherings

will ease, the rate at which historically large increases in unemployment rates will decrease, if at all, and whether, and the

speed with which the economy recovers.

We are not able to fully quantify the impact that these factors will have on our financial

results during 2020 and beyond, but developments related to COVID-19 may materially affect us in 2020.

Reverse Stock Split

On April 29, 2020, we received

a deficiency letter from the NYSE American LLC, or the NYSE American, indicating that we are not in compliance with certain NYSE

American continued listing standards.

The deficiency letter stated that our shares of common stock have been selling for a low

price per share for a substantial period of time.

Pursuant to Section 1003(f)(v) of the Company Guide, the NYSE American staff

determined that our continued listing is predicated on us effecting a reverse stock split of our common stock or otherwise demonstrating

sustained price improvement within a reasonable period of time, which the staff determined to be until October 29, 2020.

The letter further stated

that as a result of the foregoing, we have become subject to the procedures and requirements of Section 1009 of the NYSE American

Company Guide, which could, among other things, result in the initiation of delisting proceedings, unless we cure the deficiency

in a timely manner.

Our common stock will continue to be listed on the NYSE American while we attempt to regain compliance with

the listing standards, subject to our compliance with other continued listing requirements.

In addition, the NYSE American

has advised us that its policy is to immediately suspend trading in shares of, and commence delisting procedures with respect to,

a listed company if the market price of its shares falls below $0.06 per share at any time during the trading day.

On October 18, 2019, our

board of directors unanimously approved, subject to stockholder approval, an amendment to our certificate of incorporation to effect

a reverse stock split of our outstanding common stock by combining outstanding shares of common stock into a lesser number of outstanding

shares of common stock by a ratio of not more than 1-for-75 prior to December 18, 2020, with the exact ratio to be set within this

range by our board of directors at its sole discretion.

On December 18, 2019, at our 2019 Annual Meeting of Stockholders, our stockholders

approved such proposed amendment to our certificate of incorporation.

The primary intent of effecting the reverse stock split,

would be to ensure that we are able to maintain compliance with the listing standards of the NYSE American.

On August 7, 2020,

the Board unanimously approved a reverse stock split of its outstanding common stock by combining outstanding shares of common

stock into a lesser number of outstanding shares of common stock by a ratio of 1-for-30, and on August 10, 2020, we filed with

the Secretary of State of Delaware a certificate of amendment to its certificate of incorporation to effect the reverse stock split.

The reverse stock split became effective as of 5:00 p.m.

Eastern Time on August 10, 2020, and our common stock began trading on

a split-adjusted basis when the market opened on August 11, 2020.

all common share and per common share data in these

consolidated financial statements and related notes hereto have been retroactively adjusted to account for the effect of this reverse

stock split for all periods presented.

In addition, at the effective time of the reverse stock split, the number of shares of our

common stock reserved for issuance upon exercise of all options and warrants to acquire common stock have been proportionally decreased,

and the exercise price of all options and warrants to acquire common stock have been proportionally increased.

In addition, we

adjusted and proportionately decreased the total number of shares of our common stock that may be the subject of the future grants

under our stock plans.

Results of Operations

Three Months Ended March 31, 2020 Compared to Three Months Ended March 31, 2019

The following table

sets forth, for the periods indicated, data derived from our statements of operations:

Three Months Ended

Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019

The following table sets

forth, for the periods indicated, data derived from our statements of operations:

For the Three Months Ended

(in thousands)

7 unchanged sentences

We recorded no commercial

revenue for the three months ended March 31, 2020 and 2019.

revenue for the three months ended June 30, 2020 and 2019.

Research and Development Expense

In March 2018, we entered

into a research and option agreement with Astellas to develop Actinium-225 Radio-Conjugates, or ARCs, using our Actinium Warhead

Enabling, or AWE, Platform Technology.

Under this collaboration, we will utilize our AWE Platform to conjugate and label selected

Astellas targeting agents with an Actinium-225 payload.

We will also be responsible for conducting preclinical validation studies

on any ARCs generated.

Research and development

expenses decreased $0.1 million to $4.2 million for the three months ended March 31, 2020 compared to $4.3 million for the three

months ended March 31, 2019.

The decrease was primarily due to lower expenses on our CD33 program, as our focus has been on Iomab-B

and the SIERRA trial.

In addition, we recognized a lower amount in March 2020 for payments received from Astellas compared to what

was recognized in March 2019;

these payments are accounted for as a reduction in research and development expenses.

These declines

were mostly offset by higher expenses incurred on our CD45 program.

expenses decreased $0.5 million to $3.5 million for the three months ended June 30, 2020 compared to $4.0 million for the three

months ended June 30, 2019.

The decrease in expenses was primarily due to manufacturing related to the antibody component of Iomab-B,

as in prior periods we have manufactured sufficient antibody supply for the SIERRA trial and other planned trials.

General and Administrative Expenses

General and administrative

expenses of $1.5 million for the three months ended March 31, 2020 increased $0.1 million compared to $1.4 million for the three

months ended March 31, 2019, primarily attributable to higher professional fees.

expenses of $1.2 million for the three months ended June 30, 2020 increased $0.1 million from the $1.1 million recorded for the

three months ended June 30, 2019, primarily attributable to higher professional fees.

Other income is comprised

of net interest income in both reporting periods.

The amount for the three months ended March 31, 2020 of $13 thousand fell from

$29 thousand for the three months ended March 31, 2019, due to a lower average balance of cash and cash equivalents and lower interest

The amount for the three months ended June 30, 2020 of $37 thousand fell from

$59 thousand for the three months ended June 30, 2019, primarily due to lower interest rates.

Net loss of $4.6 million

for the three months ended March 31, 2020 was unchanged from the prior-year comparison period as lower research and development

expenses were offset by higher general and administrative expenses and lower other income.

for the three months ended June 30, 2020 decreased by $0.4 million from the prior-year comparison period due to lower research

and development expenses.

Results of Operations

Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019

The following table sets

forth, for the periods indicated, data derived from our statements of operations:

For the Six Months Ended

(in thousands)

Operating expenses:

Research and development, net of reimbursements

General and administrative

Total operating expenses

Other income:

Interest income –

Total other income

We recorded no commercial

revenue for the six months ended June 30, 2020 and 2019.

Research and Development Expense

Research and development

expenses decreased $0.6 million to $7.7 million for the six months ended June 30, 2020 compared to $8.3 million for the six months

ended June 30, 2019.

The decrease in expenses was primarily due to manufacturing related to the antibody component of Iomab-B,

as in prior periods we have manufactured sufficient antibody supply for the SIERRA trial and other planned trials.

General and Administrative

General and administrative

expenses of $2.7 million for the six months ended June 30, 2020 increased $0.3 million compared to $2.4 million for the six months

ended June 30, 2019, primarily attributable to higher professional fees.

Other income is comprised

of net interest income in both reporting periods.

The amount for the six months ended June 30, 2020 of $50 thousand fell from $88

thousand for the six months ended June 30, 2019 primarily due to lower interest rates.

Net loss of $10.3 million

for the six months ended June 30, 2020 decreased $0.4 million from $10.7 million reported in the prior-year comparison period,

primarily due to lower research and development expenses, slightly offset by higher general and administrative expenses.

Liquidity and Capital Resources

We have financed our

operations primarily through sales of our stock and warrants.

The following tables sets forth selected cash flow information for

the periods indicated:

Three Months Ended

operations primarily through sales of our common stock and warrants.

The following tables sets forth selected cash flow information

for the periods indicated:

For the Six Months Ended

(in thousands)

4 unchanged sentences

Net cash used in operating

activities for the three months ended March 31, 2020 of $5.9 million increased by $0.4 million from $5.5 million in the prior-year

period, primarily due to the timing of payments to vendors.

Net cash provided by

financing activities was $2.5 million for the three months ended March 31, 2020, reflecting $2.7 million from the sale of common

During the three months ended March 31, 2019, net cash provided by financing activities was $1.8 million, reflecting $1.5

million in proceeds from the exercise of warrants, plus $0.4 million from the sale of common stock.

Subsequent Financings

In April 2020, we sold 171 thousand common shares through our at-the-market program and realized net proceeds

of $36 thousand.

2020, we issued and sold 210.8 million shares of common stock (or pre-funded warrants to purchase shares of common stock in

lieu thereof).

Gross proceeds from this offering to us were approximately $31.6 million, before deducting underwriting

discounts and commissions and other offering expenses payable by us.

Net proceeds from this offering were $29.1 million.

On June 19, 2020, we issued and sold 55.7 million shares of common stock and 21.3 million pre-funded warrants to purchase

shares of common stock.

The price to the public in this offering for each share of common stock was $0.325 and for each pre-funded

warrant was $0.3249.

Each pre-funded warrant has an exercise price of $0.0001 per share and is exercisable immediately upon

Gross proceeds from this offering to us were $25.0 million, before deducting underwriting discounts and commissions

and other offering expenses payable us.

Net proceeds from this offering were $22.8 million.

activities for the six months ended June 30, 2020 of $10.4 million decreased by $0.5 million from $10.9 million in the prior-year

period, reflecting the lower net loss due to lower research and development expenses, as well as the timing of payments to vendors.

Net cash provided by financing

activities was $54.6 million for the six months ended June 30, 2020, reflecting sales of common stock and pre-funded warrants.

During the six months ended June 30, 2019, net cash provided by financing activities was $16.8 million, reflecting $15.5 million

in proceeds from the sale of common stock, plus $1.5 million in proceeds from the exercise of warrants.

2020, we issued and sold 4.3 million shares of common stock and pre-funded warrants to purchase 2.8 million shares of common

The price to the public for each share of common stock sold in the offering was $4.50, and the price to the public for

each pre-funded warrant sold in the offering was $4.497.

The pre-funded warrants are exercisable at an exercise price of

$0.003 per share and are subject to certain limitations on beneficial ownership.

Gross proceeds from this offering were $31.6

million, before deducting underwriting discounts and commissions and other offering expenses payable by us.

Net proceeds from

the offering were approximately $29.1 million.

In June 2020, holders of 1.2 million pre-funded April 2020 warrants exercised

their warrants and received 1.2 million shares of common stock.

On June 19, 2020, we

issued and sold 1.9 million shares of common stock and pre-funded warrants to purchase 0.7 million shares of common stock.

price to the public in this offering for each share of common stock was $9.75 and for each pre-funded warrant was $9.747.

pre-funded warrant has an exercise price of $0.003 per share and is exercisable immediately upon issuance.

Gross proceeds from

this offering to us were $25.0 million, before deducting underwriting discounts and commissions and other offering expenses payable

Net proceeds from this offering were approximately $23.0 million.

In December 2018, we

entered into the Amended and Restated At Market Issuance Sales Agreement with B.

Riley FBR, Inc.

and JonesTrading Institutional

Services LLC, pursuant to which we conducted our at-the market program.

During the six months ended June 30, 2020, we sold 0.3

million common shares through its at-the-market program, resulting in net proceeds of $2.5 million.

In October 2018,

we and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a purchase agreement and a registration rights

agreement, pursuant to which we have the right to sell to Lincoln Park shares of our common stock having an aggregate value of

up to $32.5 million, subject to certain limitations and conditions set forth in the agreement.

During the six months ended June

30, 2020, we elected to sell to Lincoln Park 27 thousand shares and received $0.2 million.

Off-Balance Sheet Arrangements

We do not have any

off-balance sheet arrangements that have, or are reasonably likely to have a current or future effect on our financial condition,

changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources

that is material to investors.

We do not have any off-balance

sheet arrangements that have, or are reasonably likely to have a current or future effect on our financial condition, changes in

financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material

to investors.

Critical Accounting Policies and Use of Estimates

18 unchanged sentences

Fair Value of Financial Instruments

Fair value is defined

as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market

participants.

A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices

in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

Fair value is defined as

the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants.

A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets

for identical assets or liabilities and the lowest priority to unobservable inputs.

Research and Development Costs

1 unchanged sentence

costs are expensed as incurred.

These costs include the costs of manufacturing drug product, the costs of clinical trials, costs

of employees and associated overhead, and depreciation and amortization costs related to facilities and equipment.

development reimbursements are recorded by us as a reduction of research and development costs.

These costs include the costs of manufacturing drug components and final drug product, the costs

of clinical trials, costs of employees and associated overhead, and depreciation and amortization costs related to facilities and

Research and development reimbursements are recorded by us as a reduction of research and development costs.

Share-Based Payments

We estimate the fair

value of each stock option award at the grant date by using the Black-Scholes option pricing model.

We estimate the fair value

of each stock option award at the grant date by using the Black-Scholes option pricing model.

The fair value determined represents

4 unchanged sentences

Recently Adopted -

In August 2018, FASB

issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820).

The updated guidance improves the disclosure

requirements on fair value measurements, primarily associated with Level 3 fair value measurements and is effective for fiscal

years, and interim periods within those fiscal years, beginning after December 15, 2019.

Early adoption is permitted upon issuance

of the standard for disclosures modified or removed with a delay of adoption of the additional disclosures until their effective

We adopted this standard effective January 1, 2020 and the standard did not have a significant impact to our financial statements.

In August 2018, FASB issued

ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820).

The updated guidance improves the disclosure requirements

on fair value measurements, primarily associated with Level 3 fair value measurements and is effective for fiscal years, and interim

periods within those fiscal years, beginning after December 15, 2019.

Early adoption is permitted upon issuance of the standard

for disclosures modified or removed with a delay of adoption of the additional disclosures until their effective date.

this standard effective January 1, 2020 and the standard did not have a significant impact to our financial statements.

In November 2018, FASB

7 unchanged sentences

the standard did not have a significant impact to our financial statements.

QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK.

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements