What changed in this filing

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Item 5. Other Information

2020-08-14 compared with 2020-06-29 · 166 added, 14 removed, 36 unchanged (83% of the section changed)

OTHER INFORMATION.

Warrant Modification

On August 11, 2020,

the Company entered into an amendment to its warrant (the “

Amendment”) to purchase an aggregate of 1,907 shares of

common stock at an exercise price of $15.61515 per share issued to Sandesh Seth, the Company’s Chairman and Chief Executive

Officer, on March 14, 2017 (the “Warrants”).

The Amendment modified Section 10 of the Warrant, removing the anti-dilution

provision thereto.

Accordingly, pursuant to the Amendment, the exercise price of the Warrant will no longer be subject to a proportional

adjustment if and when the Company issues any shares of its common stock for a consideration less than the exercise price of the

The Amendment is effective as of August 11, 2020.

All other terms of the Warrant remained the same.

Employment Agreements

Employment Agreement with Sandesh Seth

On August 12, 2020, the Company and Sandesh

Seth, the Company’s Chairman and Chief Executive Officer, entered into an employment agreement, which replaces that certain

Employment Agreement, dated as of August 8, 2018, between the Company and Mr.

Pursuant to the employment agreement, Mr.

will serve as Chairman and Chief Executive Officer until February 24, 2020, unless terminated earlier as set forth in the employment

Under the terms of the employment agreement,

Seth will be entitled to (i) a base salary, which will be determined by the Board and adjusted to be competitively aligned

to a range between the 25 th and 75 th percentile of the relevant market data of chief executive officer positions

of similarly situated publicly companies, (ii) a performance bonus with a target of 50% of his annual base salary as well as other

multipliers as determined by the Board and (iii) options to purchase shares of common stock of the Company as the Board may grant.

When and if granted, the options will have an exercise price equal to the closing price of the Company’s common stock on

the date of the approval, and 2% of the grant will vest each month from the grant date until fully vested, in accordance with the

Company’s Amended and Restated 2013 Stock Plan and 2019 Stock Plan.

The options will expire 10 years from the grant date,

subject to Mr.

Seth’s continuing service with the Company.

Seth will also receive the standard benefits available to

other similarly situated employees.

Seth’s employment as Chief

Executive Officer or Chairman are terminated due to death or disability, Mr.

Seth will be entitled to earned, but unpaid, salary,

benefits and the Pro-Rated Bonus (as defined herein) for the year of termination.

Upon termination of his employment for Cause

(as defined in the employment agreement), or his resignation without Good Reason (as defined in the employment agreement), Mr.

Seth will receive any accrued and unpaid base salary, the Pro-Rated Bonus and benefits through the date of termination.

If the Company terminates Mr.

employment without Cause, or if Mr.

Seth resigns for Good Reason, Mr.

Seth will be entitled to (i) a single lump sum payment equal

to the 24 months of his compensation, (ii) continued health benefits for 24 months, (iii) immediate vesting of all outstanding

equity awards granted to Mr.

Seth, and (iv) a single lump sum payment equal to his annual bonus subject to the achievement of the

applicable goals, pro-rated based on the number of days in the Company’s fiscal year through the date of termination (the

“Pro-Rated Bonus”).

In addition, if the Company terminates Mr.

Seth’s employment without Cause or if Mr.

Seth resigns for Good Reason, or if the Company fails to renew his position as

Chief Executive Officer and Chairman on February 21, 2024, in any case, within the 12-month period beginning on the date of a Change

in Control (as defined in the Company’s Amended and Restated 2013 Stock Plan and 2019 Stock Plan), Mr.

Seth will be entitled

to (i) a single lump sum payment equal to 30 months of his compensation, (ii) continued health benefits for 30 months, (iii) immediate

vesting of all outstanding equity awards granted to Mr.

A copy of the employment agreement is filed

herewith as Exhibit 10.3 and is incorporated hereby reference.

The above description is only a summary of the terms of the employment

agreement and does not purport to be complete description of such document and are qualified in their entirety by reference to

the employment agreement.

Employment Agreement with Steve O’Loughlin

On August 12, 2020, the Company and Steve

O’Loughlin, the Company’s Chief Financial Officer, entered into an employment agreement, pursuant to which Mr.

O’Loughlin

will serve as Chief Financial Officer of the Company.

Under the terms of the employment agreement, Mr.

O’Loughlin will be

entitled to (i) a base salary, which shall be determined by the Board, (ii) a performance bonus, which may be up to 30% of the

annual base salary based upon the achievement of certain objectives such as the Board shall determine and (iii) options to purchase

shares of common stock of the Company as the Board may grant.

When and if granted, the options will have an exercise price equal

to the closing price of the Company’s common stock on the date of the approval, and 2% of the grant will vest each month

from the grant date until fully vested, in accordance with the Company’s Amended and Restated 2013 Stock Plan and 2019 Stock

The options will expire 10 years from the grant date, subject to Mr.

O’Loughlin’s continuing service with the

Loughlin will also receive the standard benefits available to other similarly situated employees.

In addition, if the Company terminates Mr.

O’Loughlin’s employment without Cause (as defined in the employment agreement) or if Mr.

O’Loughlin resigns for

Good Reason (as defined in the employment agreement), in either case, within the 12-month period beginning on the date of a Change

in Control, Mr.

O’Loughlin will be entitled to (i) a single lump sum payment equal to his annual base salary, (ii) continued

health benefits for 12 months, (iii) immediate vesting of all outstanding equity awards granted to Mr.

O’Loughlin.

A copy of the employment agreement is filed

herewith as Exhibit 10.2 and is incorporated hereby reference.

The above description is only a summary of the terms of the employment

agreement and does not purport to be complete description of such document and are qualified in their entirety by reference to

the employment agreement.

Employment Agreement with Dale Ludwig

On August 12, 2020, the Company and Dale

Ludwig, the Company’s Chief Scientific and Technology Officer, entered into an employment agreement, pursuant to which Dr.

Ludwig will serve as Chief Scientific and Technology Officer of the Company.

Under the terms of the employment agreement, Dr.

will be entitled to (i) a base salary, which shall be determined by the Board, (ii) a performance bonus, which may be up to 30%

of the annual base salary based upon the achievement of certain objectives such as the Board shall determine and (iii) options

to purchase shares of common stock of the Company as the Board may grant.

When and if granted, the options will have an exercise

price equal to the closing price of the Company’s common stock on the date of the approval, and 2% of the grant will vest

each month from the grant date until fully vested, in accordance with the Company’s Amended and Restated 2013 Stock Plan

and 2019 Stock Plan.

The options will expire 10 years from the grant date, subject to Mr.

Ludwig’s continuing service with

Ludwig will also receive the standard benefits available to other similarly situated employees.

In addition, if the Company terminates Dr.

Ludwig’s employment without Cause (as defined in the employment agreement) within the 12-month period beginning on the date

of a Change in Control, Dr.

Ludwig will be entitled to (i) a single lump sum payment equal to his annual base salary, (ii) continued

health benefits for 12 months, (iii) immediate vesting of all outstanding equity awards granted to Mr.

A copy of the employment agreement is filed

herewith as Exhibit 10.3 and is incorporated hereby reference.

The above description is only a summary of the terms of the employment

agreement and does not purport to be complete description of such document and are qualified in their entirety by reference to

the employment agreement.

Employment Agreement with Mark Berger

On August 12, 2020, the Company and Mark

Berger, the Company’s Chief Medical Officer, entered into an employment agreement, pursuant to which Dr.

Berger will serve

as Chief Medical Officer of the Company.

Under the terms of the employment agreement, Dr.

Berger will be entitled to (i) a base

salary, which shall be determined by the Board, (ii) a performance bonus, which may be up to 30% of the annual base salary based

upon the achievement of certain objectives such as the Board shall determine and (iii) options to purchase shares of common stock

of the Company as the Board may grant.

When and if granted, the options will have an exercise price equal to the closing price

of the Company’s common stock on the date of the approval, and 2% of the grant will vest each month from the grant date until

fully vested, in accordance with the Company’s Amended and Restated 2013 Stock Plan and 2019 Stock Plan.

The options will

expire 10 years from the grant date, subject to Dr.

Berger’s continuing service with the Company.

Berger will also receive

the standard benefits available to other similarly situated employees.

In addition, if the Company terminates Dr.

Berger’s employment without Cause (as defined in the employment agreement) within the 12-month period beginning on the date

of a Change in Control, Dr.

Berger will be entitled to (i) a single lump sum payment equal to his annual base salary, (ii) continued

health benefits for 12 months, (iii) immediate vesting of all outstanding equity awards granted to Dr.

A copy of the employment agreement is filed

herewith as Exhibit 10.4 and is incorporated hereby reference.

The above description is only a summary of the terms of the employment

agreement and does not purport to be complete description of such document and are qualified in their entirety by reference to

the employment agreement.

Copies of the following

1 unchanged sentence

Title of Document

Certificate of Incorporation

of Actinium Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed with the

SEC on April 17, 2013).

Certificate of Incorporation of Actinium Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed with the SEC on April 17, 2013).

Certificate of Amendment to Certificate of Incorporation filed January 7, 2014 (incorporated by reference to Exhibit 3.5 to Form S-1 filed on January 31, 2014).

6 unchanged sentences

Amended and Restated Bylaws, dated August 8, 2018 (incorporated by reference to Exhibit 3.1 to Form 10-Q filed on August 9, 2018).

Amended and Restated Bylaws, dated May 7, 2020 (incorporated by reference to Exhibit 3.1 to Form 8-K filed on May 5, 2020).

Amendment to the Amended and Restated Bylaws, dated May 7, 2020 (incorporated by reference to Exhibit 3.1 to Form 8-K filed on May 5, 2020).

Form of Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to Form 8-K filed on April 24, 2020).

1 unchanged sentence

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 18, 2020).

Amendment to Warrant to Purchase Common Stock of Actinium Pharmaceuticals, Inc., dated March 14, 2017, issued to Sandesh Seth .

Employment Agreement, dated August 12, 2020, by and between Actinium Pharmaceuticals, Inc.

and Sandesh Seth.

Employment Agreement, dated August 12, 2020, by and between Actinium Pharmaceuticals, Inc.

and Steve O’Loughlin.

Employment Agreement, dated August 12, 2020, by and between Actinium Pharmaceuticals, Inc.

and Dale Ludwig.

Employment Agreement, dated August 12, 2020, by and between Actinium Pharmaceuticals, Inc.

and Mark Berger.

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of the Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of the Chief Executive Officer pursuant to U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act

Certification of the Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Executive Officer pursuant to U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Certification of the Principal Financial and Accounting Officer pursuant to U.S.C.

6 unchanged sentences

XBRL Taxonomy Presentation Linkbase Document

The Exhibit attached to this Form 10-Q shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Exhibit attached to this Form 10-Q shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange

Act of 1934 (the “Exchange Act”) or otherwise subject to liability under that section, nor shall it be deemed incorporated

by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by

specific reference in such filing.

** Indicates a management contract or compensatory plan.

Pursuant to the requirements

2 unchanged sentences

ACTINIUM PHARMACEUTICALS, INC.

June 29, 2020

August 14, 2020

/s/ Sandesh Seth

4 unchanged sentences

Steve O’Loughlin

Principal Financial Officer

Chief Financial Officer

(Duly Authorized Officer and

1 unchanged sentence

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 5. Other Information