What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2021-03-31 compared with 2020-05-08 · 335 added, 437 removed, 381 unchanged (67% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Board of Directors and Stockholders

FINANCIAL STATEMENTS

AND SUPPLEMENTARY DATA.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and Board of Directors of

Actinium Pharmaceuticals, Inc.

Opinion on the Financial Statements

Opinion on the Financial

We have audited the accompanying

consolidated balance sheets of Actinium Pharmaceutical, Inc.

(the “Company”) as of December 31, 2019 and 2018, the

related consolidated statements of operations, changes in stockholders’

equity and cash flows for the years then ended,

consolidated balance sheets of Actinium Pharmaceuticals, Inc.

(the “Company”) as of December 31, 2020 and 2019, the related

consolidated statements of operations, stockholders’

equity and cash flows for each of the years ended December 31, 2020 and 2019,

and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results

of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in

the United States of America.

Change in Accounting Principle

As discussed in Note 1 to the consolidated

financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to adoption of Accounting

Standards Codification (ASC) 842, Leases .

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations

and its cash flows for each of years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements

are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial

statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with

respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

We conducted our audits

in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable

assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting as of December

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not

for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

These financial statements are the responsibility

of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control

over financial reporting.

Accordingly, we express no such opinion.

Our audits included

performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,

and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and

significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

that our audits provide a reasonable basis for our opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Marcum llp

1 unchanged sentence

Houston, Texas

March 31, 2021

Actinium Pharmaceuticals, Inc.

Consolidated Balance Sheets

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

Current Assets:

26 unchanged sentences

Accumulated deficit

(208,757,561 )

(186,857,238 )

Total Stockholders’

5 unchanged sentences

For the Year ended

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

Operating expenses:

3 unchanged sentences

Loss from operations

(22,071,447 )

(23,827,322 )

Other income:

1 unchanged sentence

Total other income

$ (21,899,054 )

$ (23,653,963 )

Deemed dividend for warrant down-round protection provision

Net loss applicable to common stockholders

$ (21,900,323 )

$ (23,653,963 )

Loss per common share - basic and diluted

3 unchanged sentences

Actinium Pharmaceuticals, Inc.

Consolidated Statement of Changes in

Stockholders’

For the Years Ended December 31, 2019

Consolidated Statement of Changes in Stockholders’

For the Years Ended December 31, 2020 and 2019

(amounts in thousands, except share amounts)

Additional Paid-In

1 unchanged sentence

Balance, January 1, 2019

$ 176,744,068

$ (163,153,037 )

retroactive adjustment for derivative liability

Stock-based compensation

Sale of common stock and warrants, net of offering costs

Issuance of commitment shares to Lincoln Park

Issuance of common stock from exercise of warrants

(23,653,963 )

Deemed dividend for warrant down-round protection provision

Balance, December 31, 2019

$ 195,554,332

$ (186,857,238 )

Stock-based compensation

Sale of common stock and warrants, net of offering costs

Issuance of common stock from exercise of pre-funded warrants

Issuance of common stock from exercise of warrants

Deemed dividend for warrant down-round protection provision

(21,899,054 )

Balance, December 31, 2020

$ 214,237,323

$ (208,757,561 )

See accompanying notes to the consolidated

3 unchanged sentences

For the Year ended

(amounts in thousands)

Cash Flows from Operating Activities:

$ (21,899,054 )

$ (23,653,963 )

Adjustments to reconcile net loss to net cash used in operating activities:

7 unchanged sentences

Net Cash Used In Operating Activities

(21,461,449 )

(20,571,056 )

Cash Flows from Investing Activities:

14 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities:

Prepaid expenses financed by accounts payable and notes payable

Capital lease of office equipment

Prepaid expenses financed by accounts payable

Deemed dividend for warrant down-round protection provision

23 unchanged sentences

Actual results could differ from those estimates.

Reverse Stock Split

In August 2020, the

Company effected 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.

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.

Impact of COVID–19

2 unchanged sentences

novel strain of COVID-19 was reported in China.

Since then, COVID-19 has spread globally, to include Canada, the United States

and several European countries.

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,”

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.

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 many local jurisdictions

continue to have such restrictions in place.

As local jurisdictions

continue to put 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, the Company implemented remote working

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

or drug production of our drug candidates.

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,

which has caused a broad impact globally, may materially affect the Company 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

in 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

2 unchanged sentences

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-K, resulting in its delay, and may continue to cause a delay in the Company’s

ability to complete subsequent reports in a timely manner.

The Company continues to

monitor the impacts of COVID-19 on the global economy and on its business operations.

However, at this time, it is difficult to

predict how long the potential operational impacts of COVID-19 will last or to what degree further disruption might impact the

Company’s operations and financial results.

Cash and Cash Equivalents

3 unchanged sentences

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

(in thousands)

Cash and cash equivalents

42 unchanged sentences

The Company recognizes interest related to unrecognized tax benefits in interest expense and penalties in operating expenses

Recognition - The Company adopted new accounting guidance for revenue recognition, effective January 1, 2018, which had

no impact on the Company’s financial statements.

Beginning January 1, 2018, revenues will be recognized when control of

the promised goods or services is transferred to customers in an amount that reflects the consideration expected to be

entitled to in exchange for those goods or services .

Development Costs - Research and development 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.

Research and development reimbursements are recorded by the Company

as a reduction of research and development costs.

Revenue Recognition

- Revenue will be recognized when control of the promised goods or services is transferred to customers in an amount that reflects

the consideration expected to be entitled to in exchange for those goods or services .

Research and Development

Costs - Research and development 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.

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

Share-Based Payments

15 unchanged sentences

have not been included in the computation of diluted net loss per share as the result would have been anti-dilutive.

(in thousands)

Subsequent Events

3 unchanged sentences

Recently Adopted -

Historically, the

Company accounted for certain instruments, which do not have fixed settlement provisions, as derivative instruments in accordance

with the Financial Accounting Standards Accounting Board, or FASB, Accounting Statement Codification, or ASC, 815-40, Derivative

and Hedging –

Contracts in Entity’s Own Equity .

This was due to an anti-dilution provision for the warrants that

provides for a reduction to the exercise price if the Company issues equity or equity-linked instruments in the future at an effective

price per share less than the exercise price then in effect for the warrant (“down round provision”).

warrants were re-measured at each balance sheet date based on estimated fair value.

Changes in estimated fair value were recorded

as non-cash adjustments within other income (expense), net, in the Company’s Consolidated Statements of Operations.

2017, FASB issued Accounting Standard Update, or ASU, No.

2017-11, Earnings Per Share (Topic 260);

Distinguishing Liabilities

from Equity (Topic 480);

Derivatives and Hedging (Topic 815):

(Part I) Accounting for Certain Financial Instruments

with Down Round Features .

These amendments simplify the accounting for certain financial instruments with down-round features.

The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own

stock, for purposes of determining liability or equity classification.

The guidance was adopted as of April 1, 2018 and did not

have a significant impact to the Company’s financial statements.

See Note 2 for further discussion.

In February 2016, the

FASB issued ASU No.

2016-02, Leases (Topic 842).

In July 2018, the FASB issued ASU No.

2018-10, Codification Improvements to Topic

842, Leases (ASU 2018-10), which provides narrow amendments to clarify how to apply certain aspects of the new lease standard,

2018-11, Leases (Topic 842)—Targeted Improvements (ASU 2018-11), which addressed implementation issues related

to the new lease standard.

These and certain other lease-related ASUs have generally been codified in ASC 842.

ASC 842 supersedes

the lease accounting requirements in ASC Topic 840, Leases (ASC 840).

ASC 842 establishes a right-of-use model that requires a

lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases.

Under ASC 842, leases are classified

as either finance or operating, with classification affecting the pattern of expense recognition in the income statement.

was effective for annual reporting periods beginning after December 15, 2018 and interim periods within that reporting period.

The Company adopted ASC 842 on January 1, 2019 using the effective date transition method.

Prior period results continue to be

presented under ASC 840 based on the accounting standards originally in effect for such periods.

The Company has elected certain practical expedients permitted

under the transition guidance within ASC 842 to leases that commenced before January 1, 2019, including the package of practical

The election of the package of practical expedients resulted in the Company not reassessing prior conclusions under

ASC 840 related to lease identification, lease classification and initial direct costs for expired and existing leases prior to

January 1, 2019.

The Company elected the practical expedient to not record short-term leases on its consolidated balance sheet.

The adoption of ASU 2016-02 did not have a significant impact on the Company’s consolidated results of operations or cash

See Note 5 for additional information.

In June 2018, FASB

issued ASU 2018-07 to expand the scope of ASC Topic 718, Compensation - Stock Compensation , to include share-based payment

transactions for acquiring goods and services from nonemployees.

The standard is effective for fiscal years, and for interim periods

within those fiscal years, beginning after December 15, 2018, with early adoption permitted.

The Company adopted this Standard

effective January 1, 2019 and did not have a significant impact to the Company’s 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

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.

The Company adopted this standard effective January 1, 2020

and the standard did not have a significant impact to the Company’s financial statements.

Recent Accounting Standards –

17 unchanged sentences

the standard will have on its financial statements.

Note 2 - Derivative Liabilities

Historically, the Company

accounted for certain instruments, which do not have fixed settlement provisions, as derivative instruments in accordance with

FASB ASC 815-40, Derivative and Hedging –

Contracts in Entity’s Own Equity .

This was due to an anti-dilution

provision for the warrants that provides for a reduction to the exercise price if the Company issues equity or equity-linked instruments

in the future at an effective price per share less than the exercise price then in effect for the warrant (“down round provision”).

As such, the warrants were re-measured at each balance sheet date based on estimated fair value.

Changes in estimated fair value

were recorded as non-cash adjustments within other income, net, in the Company’s accompanying Consolidated Statements

of Operations.

As of April 1, 2018, the

Company early adopted ASU 2017-11, which revised the guidance for instruments with down-round provisions.

As such, the Company

treated outstanding warrants as free-standing equity-linked instruments that were recorded as a charge to equity in the Consolidated

Balance Sheet as of January 1, 2018.

In accordance with the guidance presented in the ASU 2017-11, the fair value of the derivative

liability balance for 57,212 warrants as of December 31, 2017 of $16 thousand was reclassified by means of a cumulative-effect

adjustment to equity as of January 1, 2018.

The impact of the adoption was as follows:

Derivative liabilities

Additional paid-in capital

Accumulated deficit

Total stockholders’

Accounting Standards

Recently Issued-

In August 2020, FASB

issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts

in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ,

which, among other things, provides guidance on how to account for contracts on an entity’s own equity.

This ASU simplifies

the accounting for certain financial instruments with characteristics of liabilities and equity.

Specifically, the ASU eliminated

the need for the Company to assess whether a contract on the entity’s own equity (1) permits settlement in unregistered shares,

(2) whether counterparty rights rank higher shareholder’s rights, and (3) whether collateral is required.

In addition, the

ASU requires incremental disclosure related to contracts on the entity’s own equity and clarifies the treatment of certain

financial instruments accounted for under this ASU on earnings per share.

This ASU may be applied on a full retrospective of modified

retrospective basis.

This ASU is effective January 1, 2022 and interim periods presented.

Early adoption of the ASU is permitted

by the Company effective January 1, 2021.

The Company is in the process of assessing the adoption of the ASU on the Company’s

financial statements.

Note 2 - Prepaid Expenses and Other

6 unchanged sentences

Total prepaid expenses and other current assets

In December 2019, the Company

renewed an insurance policy for $422,828, which is being financed through a third party premium financing company with a down payment

of $42,283 recorded in accounts payable and accrued expenses on the consolidated balance sheets and a note payable of $380,545

issued for the remaining balance, payments are scheduled during 2020.

In December 2018, the Company issued a note payable for $249,239

for insurance premiums, this note was repaid in 2019.

Note 3 - Property and Equipment

1 unchanged sentence

consisted of the following at December 31, 2020 and 2019:

(in thousands)

Lab equipment

4 unchanged sentences

consisted of the following for the years ended December 31, 2020 and 2019, respectively:

(in thousands)

Research & development

General administrative

Depreciation expense

Total Depreciation expense

Note 4 - Leases

7 unchanged sentences

This determination generally depends on whether the arrangement conveys to the Company

the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration.

Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain

substantially all of the economic benefits from using the underlying asset.

The Company has lease agreements which include lease

and non-lease components, which the Company has elected to account for as a single lease component for all classes of underlying

Lease expense for variable lease components are recognized when the obligation is probable.

the right to control the use of a fixed asset for a period of time in exchange for consideration.

Control of an underlying asset

is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic

benefits from using the underlying asset.

The Company has lease agreements which include lease and non-lease components, which

the Company has elected to account for as a single lease component for all classes of underlying assets.

Lease expense for variable

lease components are recognized when the obligation is probable.

Right-of-use assets

3 unchanged sentences

determined, its incremental borrowing rate.

As an implicit interest rate is not readily determinable in the Company’s leases,

the incremental borrowing rate is used based on the information available at commencement date in determining the present value

As an implicit interest rate was not readily determinable in the Company’s leases,

the incremental borrowing rate was used based on the information available at commencement date in determining the present value

of lease payments.

5 unchanged sentences

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

The Company does not

own any real property.

It currently leases office space located at 275 Madison Avenue, New York, NY.

The lease is for 5,790 square

feet with an expiration date of September 6, 2022, with a current annual rate of $341,610 for the remaining life of the lease.

The Company is also responsible for certain other costs, such as insurance, taxes, utilities, and maintenance.

The Company issued

a letter of credit of $390,825 in connection with the lease and maintains a $391,327 certified deposit as collateral for the letter

For accounting purposes, this lease is treated as an operating lease.

In 2017, the Company

also entered into a license agreement for furniture and fixtures located at its office space.

Pursuant to the terms of the agreement,

the Company leases the furniture and fixtures and tenant improvements located in the office space for the same term as the office

space for $7,529 per month.

At any time during the term of this amended agreement, the Company has the right to purchase the furniture,

and fixtures.

For accounting purposes, this lease is treated as a finance lease.

In December 2018, the

Company entered into a five-year lease agreement for office equipment and services for $906 per month and the capitalized value

associated with the lease agreement was $16,078.

For accounting purposes, this lease is treated as a finance lease.

Upon adoption of ASC

842, the Company recognized $1.2 million of right-to-use assets as operating leases and $0.3 million of right-to-use assets as

finance leases.

The Company also recognized $0.9 million of long-term operating lease obligations, net of the current portion of

$0.3 million and $0.2 million of long-term finance lease obligations, net of the current portion of $0.1 million.

At December 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 components of lease expense are as follows:

(in thousands)

Operating lease expense

3 unchanged sentences

Total finance lease cost

Supplemental cash flow information related

to leases are as follows:

Supplemental cash flow information

related to leases are as follows:

(in thousands)

Cash flow information:

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

Operating cash flows from finance leases

Financing cash flows from finance leases

Operating cash flow use from operating leases

Operating cash flow use from finance leases

Financing cash flow use from finance leases

Non-cash activity:

Right-of-use assets obtained in exchange for lease obligations at December 31, 2019:

Right-of-use assets obtained in exchange for lease obligations:

Operating leases

5 unchanged sentences

As the Company’s

leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at adoption

date in determining the present value of lease payments.

Below is information on the weighted average discount rates used:

leases did not provide an implicit rate, the Company used its incremental borrowing rate based on the information available in

determining the present value of lease payments.

The Company’s incremental borrowing rate was based on the term of the lease,

the economic environment of the lease and reflect the rate the Company would have had to pay to borrow on a secured basis.

is information on the weighted average discount rates used at the time that the leases were evaluated:

Weighted average discount rates:

4 unchanged sentences

Year ending December 31,

Operating Leases

Finance Leases

Total lease payments

2 unchanged sentences

Note 5 - Commitments and Contingencies

License and Research Agreements

The Company has entered

5 unchanged sentences

During the years ended December 31, 2020 and 2019, the Company purchased material from ORNL of $0.2 million and $0.2 million, respectively.

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

In December 2020, the Company signed a contract with ORNL to purchase $0.3 million of radioactive material during calendar year 2021.

On June 15, 2012, the Company entered into a license and sponsored research agreement with Fred Hutchinson Cancer Research Center (“FHCRC”) to build upon previous and ongoing clinical trials with BC8 (licensed antibody).

3 unchanged sentences

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

On February 27, 2014, the Company entered into a manufacturing agreement with Goodwin Biotechnology Inc.

(“Goodwin”).

Goodwin oversees the current Good Manufacturing Practices (“cGMP”) production of a monoclonal antibody used in the Phase 3 clinical trial of Iomab-B.

As of December 31, 2019, the remaining cost of the service agreement is $0.3 million.

During the years ended December 31, 2019 and 2018, the Company paid Goodwin $1.5 million and $1.2 million, respectively.

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 years ended December 31, 2019 and 2018, the Company paid Medpace $3.1 million and $3.1 million, respectively.

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

Collaborative Agreement

In March 2018, the Company entered into

a research and option agreement with Astellas Pharma Inc.

(“Astellas”) to develop ARCs using the Company’s AWE

Technology Platform.

Under this collaboration, the Company will utilize its AWE Platform to conjugate and label selected Astellas

targeting agents with an Actinium-225 payload.

The Company is also responsible for conducting preclinical validation studies on

any ARCs generated.

Payments from Astellas under this agreement are accounted for as a reduction to research and development expense

Note 6 - Equity

In April 2019, the

Company sold 42.9 million shares of common stock at an offering price of $0.385 per share and warrants to purchase up to 42.9 million

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 had an exercise price of $0.003 per share and was exercisable immediately upon issuance.

Gross proceeds

from this offering 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.

During the year ended

December 31, 2020, holders of all of the 2.8 million pre-funded April 2020 warrants exercised their warrants at $0.003 per share

and received 2.8 million shares of common stock.

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 had an exercise price of $0.003 per share and was exercisable immediately upon issuance.

Gross proceeds from

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

Net proceeds from this offering were $23.0 million.

During the year ended

December 31, 2020, holders of all of the 0.7 million pre-funded June 2020 warrants exercised their warrants at $0.003 per share

and received 0.7 million shares of common stock.

In August 2020, the

Company entered into the Capital on Demand™

Sales Agreement with JonesTrading Institutional Services LLC (“JonesTrading”),

pursuant to which the Company may sell, from time to time, through or to JonesTrading, up to an aggregate of $200 million of its

common stock.

Shares of common stock are offered pursuant to the Company’s shelf registration statement on Form S-3 filed

with the SEC on August 7, 2020.

As of December 31, 2020, the Company has sold 2.1 million shares of common stock, resulting in

gross proceeds of $22.6 million and net proceeds of $21.7 million.

In December 2018, the

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

Riley FBR, Inc.

and JonesTrading, pursuant

to which the Company conducted its at-the market program.

During the year ended December 31, 2020, the Company sold 0.3 million

shares of common stock 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 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.

year ended December 31, 2020, the Company elected to sell to Lincoln Park 27 thousand shares and received $0.2 million.

In April 2019,

the Company sold 1.4 million shares of common stock at an offering price of $11.55 per share and warrants to purchase 1.4 million

shares of common stock at an exercise price of $15.00 per share and with a term of 5 years, resulting in gross proceeds of $16.5

million and net proceeds of $15.1 million after deducting underwriting and other offering expenses.

For the year ended

December 31, 2019, the Company sold 2.8 million common shares through its at-the-market program with an investment bank, resulting

in net proceeds of $0.8 million.

On October 18, 2018,

the 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.

consideration for entering into the purchase agreement, the Company issued to Lincoln Park 0.9 million shares of common stock,

determined to be offering costs as part of the financing.

These shares had a fair value of $0.6 million based on the market price

on the issuance date.

Pursuant to the purchase

agreement, Lincoln Park initially purchased 3.4 million shares of common stock, at a price of $0.74 per share, for a total gross

purchase price of $2.5 million.

As often as every business day from and after one business day following the date of the initial

purchase and over the 30-month term of the agreement, and up to an aggregate amount of an additional $30.0 million of shares of

common stock, (subject to certain limitations), the Company has the right, from time to time, at its sole discretion and subject

to certain conditions, to direct Lincoln Park to purchase up to 400 thousand shares of common stock, with such amount increasing

as the closing sale price of the common stock increases;

provided Lincoln Park’s obligation under any single such purchase

will not exceed $1.5 million, unless the Company and Lincoln Park mutually agree to increase the maximum amount of such single

purchase (each, a “Regular Purchase”).

If the Company directs Lincoln Park to purchase the maximum number of shares

of common stock it then may sell in a Regular Purchase, then in addition to such Regular Purchase, and subject to certain conditions

and limitations in the agreement, the Company may direct Lincoln Park in an “accelerated purchase”

to purchase an additional

amount of common stock that may not exceed the lesser of (i) 300% the number of shares purchased pursuant to the corresponding

Regular Purchase or (ii) 30% of the total number of shares of the Company’s common stock traded during a specified period

on the applicable purchase date as set forth in the agreement.

Under certain circumstances and in accordance with the agreement,

the Company may direct Lincoln Park to purchase shares in multiple accelerated purchases on the same trading day.

The Company controls

the timing and amount of any sales of its common stock to Lincoln Park.

There is no upper limit on the price per share that Lincoln

Park must pay for its common stock under the agreement, but in no event will shares be sold to Lincoln Park on a day the closing

price is less than the floor price specified in the agreement.

In all instances, the Company may not sell shares of its common

stock to Lincoln Park under the purchase agreement if it would result in Lincoln Park beneficially owning more than 9.99% of its

common stock.

The agreement does

not limit the Company’s ability to raise capital from other sources at the Company’s sole discretion, except that (subject

to certain exceptions) the Company may not enter into any variable rate transaction (as defined in the agreement, including the

issuance of any floating conversion rate or variable priced equity-like securities) during the 30 months after the date of the

Purchase Agreement.

The Company has the right to terminate the agreement at any time, at no cost to the Company.

During 2019, the

Company elected to sell to Lincoln Park 0.4 million shares and received $0.1 million.

During 2018, the Company elected to

sell to Lincoln Park 1.0 million shares and received $0.7 million.

ended December 31, 2019, the Company sold 93 thousand shares of common stock through its at-the-market program with Jones Trading,

resulting in net proceeds of $0.7 million.

The Company elected to sell to Lincoln Park 13 thousand shares and received $0.1 million.

In March 2018, the

Company sold an aggregate of 30.2 million units consisting of an aggregate of 30.2 million shares of common stock, 7.6 million

series A warrants and 22.7 million series B warrants, with each series A warrant exercisable for one share of common stock at an

exercise price of $0.60 per share and each series B warrant exercisable for one share of common stock at an exercise price of $0.70

per share, resulting in gross proceeds to the Company of $15.1 million (each unit was sold at $0.50 per unit), and net proceeds

of $13.8 million after deducting expenses relating to dealer-manager fees and other offering expenses.

Authorized Shares

At the Company’s

Annual Meeting of Stockholders held on December 18, 2019, its stockholders approved an increase in the number of authorized shares

of the Company’s common stock to 1.0 billion shares.

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.

2019 Stock Option Plan

At the Company’s

Annual Meeting of Stockholders held on December 18, 2019, its stockholders authorized the implementation of a 2019 Stock Plan,

to be implemented at the discretion of the Company’s Board before December 18, 2020.

The 2019 Stock Plan as authorized, if

implemented, would have 10.0 million shares to be issued.

As of the date of this report, the 2019 Stock Plan has not been implemented.

Company sold an aggregate of 1.0 million units consisting of an aggregate of 1.0 million shares of common stock, 0.3 million series

A warrants and 0.8 million series B warrants, with each series A warrant exercisable for one share of common stock at an exercise

price of $18.00 per share and each series B warrant exercisable for one share of common stock at an exercise price of $21.00 per

During the year ended December 31, 2019, holders of March 2018 series A warrants exercised 84 thousand shares, resulting

in the Company receiving $1.5 million.

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

The March 2018 Series

B warrants expired in September 2020.

2019 Amended and Restated Stock Plan

In December 2019, the

Company’s 2019 Stock Plan was established.

The expiration date of the plan is October 18, 2029 and the total number of shares

of the Company’s common stock available for grant to employees, directors and consultants of the Company was 333,333 shares.

At the Company’s Annual Meeting of Stockholders held on November 18, 2020, its stockholders authorized an increase in the

number of shares authorized under the plan, resulting in the number of shares authorized in the plan to be 3,083,333 shares

2013 Amended and Restated Stock Plan

In September 2013,

the Board of Directors of the Company approved the Company’s 2013 Stock Plan.

The expiration date of the plan is September

9, 2023 and at the time of approval, the total number of underlying shares of the Company’s common stock available for grant

to employees, directors and consultants of the Company under the plan was 2.75 million shares.

In December 2015, shareholders of

the Company approved the second amendment to the plan and increased the number of shares authorized under the plan to 9.25 million

In December 2016, shareholders of the Company approved the fifth amendment to the plan and increased the number of shares

authorized under the plan to 12.75 million shares.

In December 2017, shareholders of the Company approved the sixth amendment to

the plan and increased the number of shares authorized under the plan to 17.75 million shares.

In December 2018, shareholders of

the Company approved the seventh amendment to the plan and increased the number of shares authorized under the plan to 22.75 million

the Company’s 2013 Stock Plan was established.

The expiration date of the plan is September 9, 2023 and at the time of approval,

the total number of shares of the Company’s common stock available for grant to employees, directors and consultants of the

Company under the plan was 91,666 shares.

After a number of amendments approved by stockholders, the number of shares authorized

under the plan is 758,333 shares.

2013 Equity Incentive Plan

In September 2013,

the Board approved the Company’s 2013 Equity Incentive Plan.

The expiration date of the plan is September 9, 2023 and the

total number of shares of the Company’s common stock available for grant to employees, directors and consultants of the Company

under the plan was 450 thousand shares.

the Company’s 2013 Equity Incentive Plan was established.

The expiration date of the plan is September 9, 2023 and the total

number of shares of the Company’s common stock available for grant to employees, directors and consultants of the Company

under the plan was 15,000 shares.

In December 2013, the shareholders of the Company approved the plan and increased the number

of shares authorized under the plan to 1 million shares.

Restricted Stock

During 2019, the

Company granted 0.4 million restricted common shares for consulting services, which all vested during 2019.

The shares had a

total value of $0.1 million.

During 2019, the Company issued 0.4 million common shares for restricted shares that became

fully vested.

As of December

31, 2019, the Company has yet to issue 0.3 million common shares for restricted shares that have vested.

All restricted shares granted were vested with no unamortized compensation expenses.

During 2018, the Company

granted 108 thousand restricted common shares for consulting services, which all vested during 2018.

The shares had a total value

of $72 thousand.

During 2018, the Company issued 156 thousand common shares for restricted shares that became fully vested,

of which 81 thousand shares were granted prior to 2018.

During the years ended

December 31, 2019 and 2018, the Company recorded stock-based compensation expense of $0.1 million for the restricted shares granted.

of shares authorized under the plan to 33,333 shares.

Stock Options

Following is a summary

of option activities for the years ended December 31, 2019 and 2018:

of stock option activity for the years ended December 31, 2020 and 2019:

(in thousands, except for per-share amount)

Outstanding, January 1, 2019

3 unchanged sentences

During 2020, the Company

granted its employees and members of the Board options to purchase 5.8 million shares of Company common stock with an exercise

granted its employees and members of the Board of Directors options to purchase 458 thousand shares of common stock with an exercise

price ranging from $6.63 to $12.41 per share, a term of 10 years, and a vesting period from 4 to 4.2 years.

6 unchanged sentences

During 2019, the Company

granted its employees and members of the Board options to purchase 3.6 million shares of Company common stock with an exercise

granted its employees and members of the Board of Directors options to purchase 195 thousand shares of common stock with an exercise

price ranging from $6.44 to $17.40 per share, a term of 10 years, and a vesting period from 4 to 4.2 years.

have an aggregated fair value of $1.7 million that was calculated using the Black-Scholes option-pricing model.

Variables used

in the Black-Scholes option-pricing model include:

(1) discount rate range from 2.34% to 2.99% (2) expected life of 6 years, (3)

expected volatility range from 78.8% to 80.4%, and (4) zero expected dividends.

The options have

an aggregated fair value of $1.1 million that was calculated using the Black-Scholes option-pricing model.

Variables used in the

Black-Scholes option-pricing model include:

(1) discount rate range from 1.38% to 2.6% (2) expected life of 6 years, (3) expected

volatility range from 78.5% to 81.8%, and (4) zero expected dividends.

During the years ended

December 31, 2019 and 2018, options to purchase 1.7 million and 1.5 million common shares were cancelled, respectively, upon the

December 31, 2020 and 2019, options to purchase 23 thousand and 56 thousand common shares were cancelled, respectively, upon the

termination of employment.

There were no exercises of options during 2020 and 2019.

The fair values

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

The unrecognized

compensation expense at December 31, 2019 was $2.1 million related to unvested options, which is expected to be expensed over a weighted average of 3.2 years.

During 2019 and 2018, the Company recorded total option expense

of $1.2 million and $1.7 million, respectively.

The fair values of

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

The unrecognized compensation expense

at December 31, 2020 was $4.0 million related to unvested options, which is expected to be expensed over a weighted average of

During 2020 and 2019, the Company recorded total option expense of $1.2 million and $1.2 million, respectively.

Pre-funded Warrants

As part of the financings

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

Each pre-funded warrant had an exercise price of $0.003 per

share and was exercisable immediately upon issuance.

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

During 2020 all the

pre-funded warrants were exercised for shares of common stock.

Following is a summary

of pre-funded warrant activity for the year ended December 31, 2020:

(in thousands, except for per-share amounts)

Number of Shares

Outstanding, December 31, 2019

Outstanding, December 31, 2020

Following is a summary

of warrant activities for the years ended December 31, 2020 and 2019:

(in thousands, except for per-share amounts)

Outstanding, January 1, 2019

Outstanding, December 31, 2019

(10,036,475 )

Outstanding, December 31, 2020

1 unchanged sentence

In April 2019, the

Company sold 42.9 million shares of common stock at an offering price of $0.385 per share and warrants to purchase up to 42.9 million

shares of common stock at an exercise price of $0.50 per share and with a term of 5 years.

The transaction date relative fair value

of the April 2019 warrants of $5.3 million was determined utilizing the Black-Scholes option pricing model and variables of (1)

a discount rate of 2.35%, (2) expected term of 5 years, (3) expected volatility of 78% and (4) zero expected dividends.

The Company has outstanding

warrants to purchase 57 thousand shares 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.

As result of the April 2019

offering, the exercise price of the warrant was reset from $1.25 per share to $0.88 per share.

The down-round protection provision

in the above warrants created a deemed dividend to common stockholders of $1,269, which is reflected in the accompanying consolidated

statement of operations and consolidated statement of changes in stockholders’

On November 8, 2018,

the Company amended certain warrants, originally dated December 17, 2012, that had been issued to three entities affiliated with

the family of the Mr.

Sandesh Seth, Chairman and CEO, Amrosan LLC, Carnegie Hill Partners, and Bioche Asset Management, LCC, in

the amount of 375,556, 353,023 and 721,068 shares, respectively and extended their date of expiration from December 17, 2019 to

February 21, 2022.

The warrants had originally been issued in 2012 as part of investment banking and advisory services provided

The incremental fair value for the warrants due to the amendment was immaterial.

Company sold 1.4 million shares of common stock at an offering price of $11.55 per share and warrants to purchase 1.4 million shares

of common stock at an exercise price of $15.00 per share and with a term of 5 years.

The transaction date relative fair value of

the April 2019 warrants of $5.3 million was determined utilizing the Black-Scholes option pricing model and variables of (1) a

discount rate of 2.35%, (2) expected term of 5 years, (3) expected volatility of 78% and (4) zero expected dividends.

In March 2018, the

Company sold an aggregate of 30.2 million units consisting of an aggregate of 30.2 million shares of common stock, 7.6 million

series A warrants and 22.7 million series B warrants, with each series A warrant exercisable for one share of common stock at an

exercise price of $0.60 per share and each series B warrant exercisable for one share of common stock at an exercise price of $0.70

During 2019, holders of 2.5 million series A warrants exercised their warrants and received 2.5 million common shares.

The remaining 5.1 million series A warrants expired in March 2019.

During 2018, the Company

granted 123 thousand warrants to consultants.

The warrants are exercisable for periods ranging from 4 to 5 years at exercise prices

ranging from $0.36 to $0.80 per share.

The fair value of the warrants was $27 thousand at the grant date and was determined utilizing

the Black-Scholes option pricing model.

Variables used in the Black-Scholes option-pricing model include (1) discount rate range

of 2.34% to 2.99%, (2) expected term of 4-5 years, (3) expected volatility range of 77.01% to 79.00%, and (4) zero expected dividends.

Company sold an aggregate of 1.0 million units consisting of an aggregate of 1.0 million shares of common stock, 0.3 million series

A warrants and 0.8 million series B warrants, with each series A warrant exercisable for one share of common stock at an exercise

price of $18.00 per share and each series B warrant exercisable for one share of common stock at an exercise price of $21.00 per

During the year ended December 31, 2019, holders of March 2018 series A warrants exercised 84 thousand shares, resulting

in the Company receiving $1.5 million.

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

The March 2018 Series

B warrants expired in September 2020.

The Company has an

outstanding warrant to purchase 1,907 shares of common stock, issued on March 14, 2017 to Sandesh Seth, the Company’s Chairman

and Chief Executive Officer.

The warrant included down-round protection up until it was amended on August 11, 2020.

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.

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

As a result of the April 2020 offering and June 2020 offering, the exercise price of the warrant was reset from $26.40

per share to $15.61515 per share.

The down-round protection provision in the above warrants created a deemed dividend to common

stockholders of $1 thousand in the years ended December 31, 2020 and 2019, which are reflected in the accompanying consolidated

statement of operations and consolidated statement of changes in stockholders’

On August 11, 2020, the Company and

Seth agreed to amend the warrant to remove the anti-dilution provision that had been in the warrant.

Accordingly, pursuant

to the amendment, as of August 11, 2020, 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 warrant.

All other terms of the warrant remained the same.

During the years ended

7 unchanged sentences

at December 31, 2020 and 2019 are as follows:

(in thousands)

Deferred tax assets:

3 unchanged sentences

valuation allowance

(49,937,020 )

(46,394,528 )

Deferred tax assets, net

5 unchanged sentences

for carry forward to future years.

Prior NOLs have begun to expire as they are unused.

NOLs generated prior to 2018 will begin to expire if unused in 2021.

The NOLs generated in 2018

and later years have an indefinite life, but will be limited to 80% of their value if used in a tax year ending after January 1,

For state income tax

4 unchanged sentences

drug credits of $10.4 million which will begin to expire in 2028 if unused.

Federal and state

tax laws impose limitations on the utilization of net operating losses and credit carryforwards in the event of an ownership change

Federal and state tax

laws impose limitations on the utilization of net operating losses and credit carryforwards in the event of an ownership change

for tax purposes, as defined in Section 382 of the Internal Revenue Code.

Accordingly, the Company’s ability to utilize these carryforwards

may be limited as a result of an ownership change which may have already happened or may happen in the future.

Such an ownership

change could result in a limitation in the use of the net operating losses in future years and possibly a reduction of the net

operating losses available.

Accordingly, the Company’s ability to utilize these

carryforwards may be limited as a result of an ownership change which may have already happened or may happen in the future.

an ownership change could result in a limitation in the use of the net operating losses in future years and possibly a reduction

of the net operating losses available.

difference between the income tax provision and the amount that would result if the U.S.

1 unchanged sentence

pre-tax losses for the year ended December 31, 2020 and 2019 are as follows:

(in thousands)

Federal statutory income taxes

$ (4,598,801 )

$ (4,967,332 )

State income taxes

5 unchanged sentences

Since December 31, 2020,

2019, the Company sold 9.5 million common shares through its at-the-market program and realized net proceeds of $2.6 million.

Since December 31,

2019, the Company sold 0.8 million shares to Lincoln Park and received $0.2 million.

On April 24, 2020, the Company issued and

sold 210.8 million shares of common stock (or pre-funded warrants to purchase shares of common stock in lieu thereof).

to the public in this offering for each share of common stock was $0.15, and the price to the public in this offering for each

pre-funded warrant was $0.1499.

Each pre-funded warrant has an exercise price of $0.0001 per share.

The pre-funded warrants are

exercisable immediately upon issuance until all of the pre-funded warrants are exercised in full.

The 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.

CHANGES IN AND DISAGREEMENTS

WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

the Company has sold 1.7 million shares of common stock under its Capital on Demand™

Sales Agreement with JonesTrading, resulting

in net proceeds of $14.4 million.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE.

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-K

Item 8. Financial Statements and Supplementary Data