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Item 9A. Controls and Procedures

2021-03-31 compared with 2020-05-08 · 599 added, 464 removed, 811 unchanged (57% of the section changed)

CONTROLS AND PROCEDURES.

controls and procedures.

The Company, under the supervision and with the participation of its management, including

the Company’s principal executive officer and principal financial and accounting officer, evaluated the effectiveness

of the Company’s “disclosure controls and procedures,”

as such term is defined in Rule 13a-15(e) and

15d-15(e) under the Securities Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered

by this Annual Report on Form 10-K.

Based on that evaluation, the Company’s principal executive officer and principal

financial and accounting officer have concluded that the Company’s disclosure controls and procedures are effective as

of December 31, 2019 to ensure that information required to be disclosed by the Company in reports that it files or submits

under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and

Exchange Commission rules and forms, and includes controls and procedures designed to ensure that information required to be

disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the

Company’s principal executive officer and principal financial and accounting officer, as appropriate, to allow timely

decisions regarding required disclosure.

Disclosure controls

and procedures.

The Company, under the supervision and with the participation of its management, including the Company’s

principal executive officer and principal financial and accounting officer, evaluated the effectiveness of the Company’s

“disclosure controls and procedures,”

as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Securities

Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report on Form 10-K.

Based on that evaluation, the Company’s principal executive officer and principal financial and accounting officer have concluded

that the Company’s disclosure controls and procedures are effective as of December 31, 2020 to ensure that information required

to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and

reported within the time periods specified in Securities and Exchange Commission rules and forms, and includes controls and procedures

designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to

the Company’s management, including the Company’s principal executive officer and principal financial and accounting

officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s

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OTHER INFORMATION.

Item 5.03 Amendments to Articles of Incorporation or Bylaws;

Item 5.03 Amendments to Articles of Incorporation or

Change in Fiscal Year.

2 unchanged sentences

The names, positions and ages of our directors

and executive officers as of May 1, 2020, are as follows:

and executive officers as of March 31, 2021, are as follows:

Chairman and Chief Executive Officer

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Ludwig, Ph.D.

Chief Scientific Officer

Chief Scientific and Technology Officer

Steve O’Loughlin

Principal Financial Officer (Principal Financial and Accounting Officer)

Chief Financial Officer (Principal Financial and Accounting Officer)

David Nicholson, Ph.D.

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Shetty, Ph.D.

Subject to the classified

board provisions of our charter, all directors hold office until the next annual meeting of stockholders and the election and qualification

of their successors.

Officers are elected annually by the board of directors and serve at the discretion of the board.

There are no other arrangements

or understanding between any of our directors and any other persons pursuant to which they were selected as a director.

Subject to the classified board provisions

of our Charter, all directors hold office until the next annual meeting of stockholders and the election and qualification of their

Officers are elected annually by the Board of Directors and serve at the discretion of the Board of Directors.

There are no other arrangements or

understanding between any of our directors and any other persons pursuant to which they were selected as a director.

Background of Executive Officers and Directors

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Sandesh Seth, Chairman and Chief Executive Officer

Sandesh Seth has

been our Chief Executive Officer since June 2017.

Seth has been a Director since March 2012, our Chairman of the Board since

October 2013, and served as Executive Chairman from August 2014 to June 2017.

25+ years of experience in investment banking (Laidlaw& Co (UK) Ltd., Cowen & Co.), equity research (Bear Stearns, Commonwealth

Associates) and in the pharma industry (Pfizer, Warner-Lambert, SmithKline in strategic planning, business development and R&D

project management).

Seth was Chairman of Relmada Therapeutics Inc., a specialty pharma company focused on CNS therapeutics,

which he helped co-found.

Sandesh Seth has been our Chief Executive

Officer since June 2017.

Seth has been a Director since March 2012, our Chairman of the Board since October 2013, and served

as Executive Chairman from August 2014 to June 2017.

Seth has 25+ years of experience in

investment banking (Laidlaw& Co (UK) Ltd., Cowen & Co.), equity research (Bear Stearns, Commonwealth Associates) and in

the pharma industry (Pfizer, Warner-Lambert, SmithKline in strategic planning, business development and R&D project management).

Seth was chairman of Relmada Therapeutics Inc., a specialty pharma company focused on CNS therapeutics, which he helped co-found.

Seth has an MBA in Finance from New York University;

in the Pharmaceutical Sciences from

the University of Oklahoma Health Center and a B.Sc.

in the Pharmaceutical Sciences from the University of Oklahoma

Health Center and a B.Sc.

in Chemistry from Bombay University.

He has published several scientific

articles and was awarded the University Regents Award for Research Excellence at the University of Oklahoma.

Seth was designated

as Regulatory Affairs Certified (R.A.C.) by the Regulatory Affairs Professionals Society which signifies proficiency with U.S.

He has published several scientific articles and was awarded the

University Regents Award for Research Excellence at the University of Oklahoma.

Seth was designated as Regulatory Affairs Certified

by the Regulatory Affairs Professionals Society which signifies proficiency with U.S.

FDA regulations.

He has several patents related to use of radiopharmaceuticals as conditioning agents for adoptive cell therapies

and as therapeutic combinations.

He has several patents related

to use of radiopharmaceuticals as conditioning agents for adoptive cell therapies and as therapeutic combinations.

Seth has served

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Berger, MD., Chief Medical Officer

Berger has been

our Chief Medical Officer since January 2017.

Berger has been our Chief Medical Officer

since January 2017.

From September 2013 to January 2017, Dr.

Berger worked for Kadmon Corporation where

he was Senior Vice President, Clinical Research.

In this role he was responsible for all clinical aspects of new drug development

including designing and managing clinical trials in oncology indications (non-small cell lung cancer and glioblastoma) and non-oncology

indications (chronic graft versus host disease and polycystic kidney disease).

Berger joined Kadmon after serving as Chief

Medical Officer of Deciphera Pharmaceuticals from June 2011 to September 2013.

Berger worked for Kadmon Corporation where he was senior vice president,

clinical research.

In this role he was responsible for all clinical aspects of new drug development including designing and managing

clinical trials in oncology indications (non-small cell lung cancer and glioblastoma) and non-oncology indications (chronic graft

versus host disease and polycystic kidney disease).

Berger joined Kadmon after serving as chief medical officer of Deciphera

Pharmaceuticals (“Deciphera”) from June 2011 to September 2013.

Prior to Deciphera, Dr.

Berger was Vice President

for Clinical Development at Gemin X Pharmaceuticals where he led the clinical strategy, design and management of clinical trials

for two novel oncology agents including obatoclax, a pan Bcl-2 inhibitor.

Based on the results of a randomized Phase 2 clinical

trial of obatoclax, Gemin X was acquired by Cephalon in March of 2011 for a total consideration of $525 million including $225

million in an upfront cash payment.

Before his work with

biotechnology companies, Dr.

Berger was vice president for

clinical development at Gemin X Pharmaceuticals (“Gemin X”) where he led the clinical strategy, design and management

of clinical trials for two novel oncology agents including obatoclax, a pan Bcl-2 inhibitor.

Based on the results of a randomized

Phase 2 clinical trial of obatoclax, Gemin X was acquired by Cephalon in March of 2011 for a total consideration of $525 million

including $225 million in an upfront cash payment.

Before his work with biotechnology companies,

Berger held key positions in two global pharmaceutical companies.

Berger previously served as

Group Director, Medicine Development Centre-Oncology for GlaxoSmithKline.

Berger previously served as group director, medicine

development centre-oncology for GlaxoSmithKline.

In this position Dr.

Berger managed the development of

Tykerb (lapatinib) in lung and breast cancer where he designed and led two Phase 2 clinical trials before planning and leading

a 399 patient pivotal Phase 3 trial that resulted in the FDA approval of Tykerb in breast cancer.

In addition, he managed the Lapatinib

Expanded Access Program (LEAP) that enrolled over 4000 patients on a global basis.

Berger began his career in drug development

at Wyeth Research where he led the planning and execution of the pivotal Phase 2 trial for Mylotarg, which was the first antibody

targeted chemotherapy agent and targeted CD33, similar to Actimab-A.

He presented the Mylotarg clinical data at the FDA’s

Oncology Drug Advisory Committee meeting, after which Mylotarg received accelerated FDA approval for patients with relapsed AML.

Berger managed the development of Tykerb (lapatinib) in lung

and breast cancer where he designed and led two Phase 2 clinical trials before planning and leading a 399 patient pivotal Phase

3 trial that resulted in the FDA approval of Tykerb in breast cancer.

In addition, he managed the Lapatinib Expanded Access Program

that enrolled over 4000 patients on a global basis.

Berger began his career in drug development at Wyeth Research where he

led the planning and execution of the pivotal Phase 2 trial for Mylotarg, which was the first antibody targeted chemotherapy agent

and targeted CD33, similar to Actimab-A.

He presented the Mylotarg clinical data at the FDA’s Oncology Drug Advisory Committee

meeting, after which Mylotarg received accelerated FDA approval for patients with relapsed AML.

Berger has a B.A.

in biology from Wesleyan University and received his M.D.

in biology from Wesleyan

University and received his M.D.

from the University of Virginia School of Medicine.

He did his Hematology-Oncology

fellowship at the University of Pennsylvania where he was an Assistant Professor of Medicine, and also was a Research Fellow at

the Ludwig Institute for Cancer Research and the Imperial Cancer Research Fund, both in London.

Berger is board certified in

internal medicine, hematology and medical oncology.

Ludwig, Ph.D., Chief Scientific Officer

Ludwig joined Actinium

in January 2018.

Ludwig has worked for 20 years in oncology antibody drug discovery and development at Eli Lilly and Company

He did his Hematology-Oncology fellowship

at the University of Pennsylvania where he was an Assistant Professor of Medicine, and also was a Research Fellow at the Ludwig

Institute for Cancer Research and the Imperial Cancer Research Fund, both in London.

Berger is board certified in internal

medicine, hematology and medical oncology.

Ludwig, Ph.D., Chief Scientific and Technology Officer

Ludwig joined Actinium in January 2018.

Ludwig has worked for 20 years in oncology antibody drug discovery and development at Eli Lilly and Company (“Eli Lilly”)

and at ImClone Systems, Inc., until its acquisition by Eli Lilly where he supported the development and successful launch of several

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Most recently, Dr.

Ludwig served Chief Scientific Officer/Vice President of Oncology Discovery

Ludwig served as chief scientific officer/vice president of Oncology Discovery

Research - Biologics Technology.

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Leadership Team and directed the empowered antibody drug discovery programs that included collaborations with Immunogen and Zymeworks.

Prior to the acquisition

of Imclone by Eli Lilly and Company, Dr.

Ludwig served as Head of Molecular & Cellular Engineering at IMClone Systems Incorporated.

Prior to the acquisition of Imclone by Eli

Ludwig served as head of molecular & cellular engineering at IMClone Systems Inc.

In this capacity, Dr.

Ludwig served as core team leader for several IND filings and phase 1 advancements for novel antibodies.

In addition, he directed and oversaw the full spectrum of drug development including antibody discovery, screening, selection,

engineering, optimization, cloning and expression.

He was also tasked with establishing meaningful preclinical collaborations with

key academic investigators and industry leaders.

Post-acquisition he was the research representative to the ImClone-Lilly Transition

Before his work in

the biotechnology industry, Dr.

Ludwig trained as a postdoctoral associate in the DNA Damage and Repair Group of the Los Alamos

National Laboratory and as a postdoctoral fellow in the Department of Molecular Genetics, Biochemistry and Microbiology at the

University of Cincinnati College of Medicine.

Ludwig served

as core team leader for several IND filings and Phase 1 advancements for novel antibodies.

In addition, he directed and oversaw

the full spectrum of drug development including antibody discovery, screening, selection, engineering, optimization, cloning and

He was also tasked with establishing meaningful preclinical collaborations with key academic investigators and industry

Post-acquisition he was the research representative to the ImClone-Lilly Transition Team.

Before his work in the biotechnology industry,

Ludwig trained as a postdoctoral associate in the DNA Damage and Repair Group of the Los Alamos National Laboratory and as

a postdoctoral fellow in the Department of Molecular Genetics, Biochemistry and Microbiology at the University of Cincinnati College

Ludwig has a B.S.

in biology with a concentration in microbiology from James

Madison University and received his Ph.D.

in biology with a concentration in microbiology from James Madison University and received his

in Microbiology from East Carolina University.

Steve O’Loughlin, Principal Financial Officer

Steve O’Loughlin

has been our Principal Financial Officer since May 2017.

O’Loughlin joined Actinium in October 2015 as Vice President,

Finance and Corporate Development, with almost a decade of life sciences industry experience gained from previous positions in

investment banking and publicly traded life sciences companies.

Steve O’Loughlin, Chief Financial Officer

Steve O’Loughlin has been our Chief

Financial Officer since August 2020.

O’Loughlin served as our Principal Financial Officer from May 2017 to August 2020.

O’Loughlin joined Actinium in October 2015 as Vice President, Finance and Corporate Development, with almost a decade

of life sciences industry experience gained from previous positions in investment banking and publicly traded life sciences companies.

Prior to Actinium, from June 2015 to October 2015, Mr.

O’Loughlin worked at J.

Streicher LLC as an investment banker, from

August 2012 to June 2015 Mr.

O’Loughlin held the position of vice president, corporate finance and development and was a

corporate officer at Protea Biosciences, Inc., a publicly traded life sciences tools company.

Previously, From June 2010 to June

O’Loughlin held corporate development positions with Caliber I.D., a publicly traded diagnostics company.

O’Loughlin

Streicher LLC as an investment banker, from August 2012 to June 2015 Mr.

O’Loughlin held the position of Vice

President, Corporate Finance and Development and was a corporate officer at Protea Biosciences, Inc., a publicly traded life sciences

tools company.

Previously, From June 2010 to June 2012, Mr.

O’Loughlin held corporate development positions with Caliber

I.D., a publicly traded diagnostics company.

O’Loughlin previously worked in investment banking at Jesup & Lamont

where he focused on the biotechnology and life sciences industries.

previously worked in investment banking at Jesup & Lamont where he focused on the biotechnology and life sciences industries.

O’Loughlin has a B.S.

in Business Administration

with a concentration in finance from Ramapo College of New Jersey.

in Business Administration with a concentration in finance from Ramapo College of New Jersey.

Chell, M.D., Director

Chell has been

a director of the Company since April 2018.

Chell has been a Director of the Company

since April 2018.

Chell is also a member of our Audit Committee and Compensation Committee.

been the Chief Executive Officer Emeritus of the National Marrow Donor Program (NMDP) since 2017 having served as its CEO since

Chell has led the NMDP through transformational growth as its Be The Match Registry tripled to more than 12 million donors,

the number of transplants facilitated has grown fivefold to over 6,400 annually, and revenue more than tripled to nearly $400 million

He is also the co-founder and has served as Executive Director of the Center For International Blood & Marrow Transplant

Research since 2004, a leading research program in the field contributing over 70 research publications per year in peer-reviewed

Chell also currently serves as chair of CLR Insurance, a captive insurance company domiciled in the Cayman Islands.

He has been the chief executive

officer emeritus of the National Marrow Donor Program (“NMDP”) since 2017 having served as its chief executive officer

Chell has led the NMDP through transformational growth as its Be The Match Registry tripled to more than 12 million

donors, the number of transplants facilitated has grown fivefold to over 6,400 annually, and revenue more than tripled to nearly

$400 million per year.

He is also the co-founder and has served as executive director of the Center For International Blood &

Marrow Transplant Research since 2004, a leading research program in the field contributing over 70 research publications per year

in peer-reviewed journals.

Chell also currently serves as chair of CLR Insurance, a captive insurance company domiciled in

the Cayman Islands.

From 2014 to 2016, Dr.

Chell served as co-chair of Bone Marrow Donors Worldwide (BMDW) during its IT transformation project, improving

revenues and reducing costs.

Prior to joining the

NMDP, he served as President, Allina Medical Clinics, a 450 physician multi-specialty medical group from 1994 to 1999.

that he practiced Internal Medicine in Minneapolis and in the U.S.

Chell served as co-chair of Bone Marrow Donors Worldwide during its IT transformation

project, improving revenues and reducing costs.

Prior to joining the NMDP, he served as

president, Allina Medical Clinics, a 450 physician multi-specialty medical group from 1994 to 1999.

Prior to that he practiced

Internal Medicine in Minneapolis and in the U.S.

Air Force Medical Corps.

Chell received

from the University of Minnesota and his training in Internal Medicine at the University of Wisconsin, Madison.

is a diplomate of the American Board of Internal Medicine, a member of the American Society of Hematology and a member of the American

Society of Blood and Marrow Transplantation.

He has received multiple

honors including the 2018 Public Service award of the American Society For Blood and Marrow Transplantation, 2017 Most Admired

CEO by the Minneapolis/St.

Paul Business Journal, 2010 Healthcare Executive of the Year by the Minneapolis/St, Paul Business Journal,

and the 2017 Bone Marrow Foundation Service Award.

many years of experience with patient donor programs, knowledge of challenges related to bone marrow transplants, leadership of

organizations and experience working in medical groups to our Board, led us to conclude that Dr.

Chell received his M.D.

from the University

of Minnesota and his training in Internal Medicine at the University of Wisconsin, Madison.

Chell is a diplomate of the American

Board of Internal Medicine, a member of the American Society of Hematology and a member of the American Society of Blood and Marrow

Transplantation.

He has received multiple honors including

the 2018 Public Service award of the American Society For Blood and Marrow Transplantation, 2017 Most Admired CEO by the Minneapolis/St.

Paul Business Journal, 2010 Healthcare Executive of the Year by the Minneapolis/St, Paul Business Journal, and the 2017 Bone Marrow

Foundation Service Award.

Chell brings many years of experience

with patient donor programs, knowledge of challenges related to bone marrow transplants, leadership of organizations and experience

working in medical groups to our Board, led us to conclude that Dr.

Chell should serve as a director.

David Nicholson, Ph.D., Director

David Nicholson has

been a Director of the Company since 2008.

Nicholson is also a member of our Compensation Committee and Corporate Governance

David Nicholson has been a Director of the

Company since 2008.

Nicholson is also a member of our Compensation Committee and Corporate Governance Committee.

Nicholson served as Executive Vice President and Chief R&D Officer of Allergan, which was acquired by Abbvie in May

In August 2014, Dr.

Nicholson joined Actavis plc and Forest Laboratories, Inc.

as Senior Vice President, Actavis Global

Nicholson joined Allergan (previously known as Actavis plc and Forest Laboratories, Inc.) as senior vice

president, Actavis Global Brands R&D.

From March 2012 to August 2014, Dr.

Nicholson was on the Executive Committee of Bayer CropScience as Head of Research

& Development responsible for the integration of the company’s R&D activities into one global organization.

graduated in pharmacology, earning his B.Sc.

from the University of Manchester (1975) and his Ph.D.

Nicholson was on the executive committee of Bayer

CropScience as head of research & development responsible for the integration of the company’s R&D activities into

one global organization.

Nicholson graduated in pharmacology, earning his B.Sc.

from the University of Manchester (1975) and

from the University of Wales (1980).

Between 1978 and 1988, Dr.

Nicholson worked in the pharmaceutical industry for the British company Beecham-Wülfing

in Gronau, Germany.

The main emphasis of his activities as group leader in a multidisciplinary project group was the development

of cardiovascular drugs.

Nicholson worked in the pharmaceutical industry for the

British company Beecham-Wülfing in Gronau, Germany.

The main emphasis of his activities as group leader in a multidisciplinary

project group was the development of cardiovascular drugs.

From 1988-2007, Dr.

Nicholson held various positions of increasing seniority in the UK, the Netherlands and the USA with Organon, a Business Unit of

Ultimately, he became Executive Vice President, Research & Development, and member of the Organon Executive Management

He implemented change programs, leading to maximizing effectiveness in research & development, ensuring customer

focus and the establishment of a competitive pipeline of innovative drugs.

Nicholson transferred to Schering-Plough,

Kenilworth, New Jersey as Senior Vice President, responsible for Global Project Management and Drug Safety.

From 2009 to December

2011, he was Vice President Licensing and Knowledge Management at Merck in Rahway, New Jersey, reporting to the President of Merck

As an integration team member, Dr.

Nicholson played a role in the strategic mergers of Organon BioSciences, the human

and animal health business of Dutch chemical giant Akzo-Nobel, and Schering-Plough in 2007 as well as of Schering-Plough and Merck

brings over 25 years of pharmaceutical experience to our Board, having served in various pharmaceutical research and development

executive-level positions over the course of his career, and that Dr.

Nicholson has developed significant management and leadership

skills relating to the pharmaceutical industry.

and is well accustomed to interfacing with investors, analysts, auditors, outside

advisors and governmental officials, led us to conclude that Dr.

Nicholson held various

positions of increasing seniority in the UK, the Netherlands and the U.S.

with Organon, a business unit of Akzo Nobel.

he became executive vice president, research & development, and member of the Organon Executive Management Committee.

He implemented

change programs, leading to maximizing effectiveness in research & development, ensuring customer focus and the establishment

of a competitive pipeline of innovative drugs.

Nicholson transferred to Schering-Plough, Kenilworth, New Jersey as

senior vice president, responsible for Global Project Management and Drug Safety.

From 2009 to December 2011, he was vice president

licensing and knowledge management at Merck in Rahway, New Jersey, reporting to the president of Merck R&D.

As an integration

team member, Dr.

Nicholson played a role in the strategic mergers of Organon BioSciences, the human and animal health business

of Dutch chemical giant Akzo-Nobel, and Schering-Plough in 2007 as well as of Schering-Plough and Merck in 2009.

Nicholson brings over 25 years

of pharmaceutical experience to our Board, having served in various pharmaceutical research and development executive-level positions

over the course of his career, and that Dr.

Nicholson has developed significant management and leadership skills relating to the

pharmaceutical industry.

and is well accustomed to interfacing with investors, analysts, auditors, outside advisors and governmental

officials, led us to conclude that Dr.

Nicholson should serve as a director.

Shetty, Ph.D., Director

Shetty has been

a Director of the Company since March, 2017.

Shetty is also a member of our, Audit Committee, Compensation Committee, and Chairman

of our Corporate Governance Committee.

Shetty joined Janssen Pharmaceutica, Inc.

in 1976 ultimately rising to the position

of President in 1986 where he led the establishment of Janssen’s business in the U.S.

Shetty has been a Director of the Company

since March 2017.

Shetty is also a member of our Audit Committee, Compensation Committee, and Chairman of our Corporate Governance

Shetty joined Janssen Pharmaceutical, Inc.

(“Janssen”) in 1976 ultimately rising to the position of

president in 1986 where he led the establishment of Janssen’s business in the U.S.

From 1999 to 2008 he was managing director

of Janssen Pharmaceutica, during this time the Janssen Group of companies’

global sales grew from $1 billion to $8 billion,

and from 2004 until 2012 he was Chairman of the Board of Directors.

Shetty’s most recent role at Johnson & Johnson

he was head of Enterprise Supply Chain, where he reported to the CEO and was responsible for the transformation and optimization

of Janssen, during this time the Janssen Group of companies’

global sales grew from $1 billion to $8 billion, and from 2004

until 2012 he was chairman of the board of directors.

Shetty’s most recent role at Johnson & Johnson he was head

of Enterprise Supply Chain, where he reported to the chief executive officer and was responsible for the transformation and optimization

of Johnson & Johnson’s supply chain.

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leading commercial and supply chain operations and his significant education background.

37 years of leadership and executive experience in the pharmaceutical industry, that he has significant supply chain knowledge

and that he has experience conducting business in the U.S.

Shetty has 37 years of leadership

and executive experience in the pharmaceutical industry, that he has significant supply chain knowledge and that he has experience

conducting business in the U.S.

and Europe, led us to conclude that Dr.

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Steinhart, Director

Steinhart has

served as our Director and Chairman of the Audit Committee since November 2013.

Steinhart is also a member of our

Corporate Governance Committee.

Steinhart has served as our Director

and Chairman of the Audit Committee since November 2013.

Steinhart is also a member of our Corporate Governance Committee.

Since October 2017 Mr.

Steinhart has been the Senior Vice President and Chief Financial

Officer of BioXcel Therapeutics, Inc.

Since March 2014, Mr.

Steinhart has been a Member of the Board of Directors of Atossa

Genetics, Inc.

where he is Chairman of the Audit Committee and a member of the Compensation Committee.

Form October 2015 to

April 2017, Mr.

Steinhart was Vice President and Chief Financial Officer at Remedy Pharmaceuticals, a privately-held,

clinical stage pharmaceutical company.

From January 2014 through September 2015 Mr.

Steinhart worked as a financial and

strategic consultant to the biotechnology and medical device industries.

Steinhart has been the senior vice president and chief financial officer of BioXcel Therapeutics, Inc.

March 2014, Mr.

Steinhart has been a member of the board of directors of Atossa Genetics, Inc.

where he is chairman of the audit

committee and a member of the compensation committee.

From October 2015 to April 2017, Mr.

Steinhart was vice president and chief

financial officer at Remedy Pharmaceuticals, a privately-held, clinical stage pharmaceutical company.

From January 2014 through

September 2015 Mr.

Steinhart worked as a financial and strategic consultant to the biotechnology and medical device industries.

From April 2006 through December 2013, Mr.

was employed by MELA Sciences, Inc., as their Vice President, Finance and Chief Financial Officer, Treasurer and Secretary.

Steinhart was employed by MELA Sciences, Inc., as its vice president, finance and chief

financial officer, treasurer and secretary.

In April 2012, Mr.

Steinhart received a promotion to Sr.

Vice President, Finance and Chief Financial Officer.

From May 1992

until joining MELA Sciences, Mr.

Steinhart was a Managing Director of Forest Street Capital/SAE Ventures, a boutique

investment banking, venture capital, and management consulting firm focused on healthcare and technology companies.

Forest Street Capital/SAE Ventures, he was Vice President and Chief Financial Officer of Emisphere Technologies, Inc.

Steinhart’s other experience includes seven years at CW Group, Inc., a venture capital firm focused on medical

technology and biopharmaceutical companies, where he was a General Partner and Chief Financial Officer.

Steinhart began

his career at Price Waterhouse, now known as PricewaterhouseCoopers.

He holds BBA and MBA degrees from Pace University and is

a Certified Public Accountant (inactive).

Steinhart brings nearly 30 years of financial experience to our Board, having served in various executive-level financial

positions over the course of his career, and that Mr.

Steinhart received a promotion to senior vice president, finance

and chief financial officer.

From May 1992 until joining MELA Sciences, Mr.

Steinhart was a managing director of Forest Street

Capital/SAE Ventures, a boutique investment banking, venture capital, and management consulting firm focused on healthcare and

technology companies.

Prior to Forest Street Capital/SAE Ventures, he was vice president and chief financial officer of Emisphere

Technologies, Inc.

Steinhart’s other experience includes seven years at CW Group, Inc., a venture capital firm focused

on medical technology and biopharmaceutical companies, where he was a general partner and chief financial officer.

began his career at Price Waterhouse, now known as PricewaterhouseCoopers.

He holds BBA and MBA degrees from Pace University and

is a Certified Public Accountant (inactive).

brings more than 30 years of financial experience to our Board, having served in various executive-level financial positions over

the course of his career, and that Mr.

Steinhart is a certified public accountant, led us to conclude that Mr.

Steinhart should serve as a director and chair the audit committee.

Steinhart should

serve as a director and chair the Audit Committee.

Corporate Governance

The Board of Directors

Our Board of Directors

oversees our business affairs and monitors the performance of management.

In accordance with our corporate governance principles,

the Board of Directors does not involve itself in day-to-day operations.

our Board of Directors does not involve itself in day-to-day operations.

The Directors keep themselves informed through discussions

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of one director, and Class III consists of one director.

The term of office for each Class I director expires at 2023 Annual Meeting

of Stockholders;

the term of office for each Class II director expires at the 2021 annual meeting of stockholders;

of office for each Class III director expires at the 2022 annual meeting of stockholders.

The term of each director

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resignation or removal.

In order to implement a classified board of directors, Class I shall serve a one-year term from the date

of the 2019 Annual Shareholders Meeting;

Class II shall serve a two-year term from the date of the 2019 Annual Shareholders Meeting;

and Class III shall serve a three-year term from the date of the 2019 Annual Shareholders Meeting.

Directors elected at each annual

meeting are elected for a three-year term.

Director Independence

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Chief Executive Officer’s Compensation

In August 2018, we

amended and restated Mr.

Seth’s, our Chairman and Chief Executive Officer, August 6, 2015 Executive Chairman Agreement (the

“Prior CEO Agreement”), as amended.

This agreement sets forth the terms related to his position as Chief Executive

Officer and Chairman of the Board of the Company while retaining and adapting material provisions of the Prior CEO Agreement to

that of his role of Chief Executive Officer.

Seth is currently paid an annual salary of $561,350.

The Board reviews the amount

of his base salary and performance bonus and determines the appropriate adjustments to each component of his compensation each

calendar year, and he may be entitled to a cash bonus in an amount to be determined by the board with a target of 50% of the base

The Chairman and CEO

shall also be awarded stock options and/or restricted stock grants at our Board’s discretion.

Seth’s agreement

includes severance benefits, including in the event of a change of control of the Company, and to provide for immediate vesting

of options in accordance with our Amended and Restated 2013 Stock Plan.

The term of the agreement is until February 21, 2021.

In August 2018, we amended and restated

Seth’s, our Chairman and Chief Executive Officer, August 6, 2015 Executive Chairman Agreement (as amended and restated,

the “2018 Agreement”).

The 2018 Agreement set forth the terms related to his position as Chief Executive Officer and

Chairman of the Board of the Company while retaining and adapting material provisions of the prior agreement to that of his role

of Chief Executive Officer.

Under the 2018 Agreement, Mr.

Seth was paid an annual base salary of $561,350 in 2019.

the 2018 Agreement, the Board reviewed the amount of his base salary and performance bonus and determined the appropriate adjustments

to each component of his compensation each calendar year, and he was entitled to a cash bonus in an amount determined by the Board

with a target of 50% of the base salary.

In addition, the Chairman and Chief Executive Officer was awarded stock options at our

Board’s discretion.

On August 12, 2020, we and Mr.

into a new employment agreement, which replaced the 2018 Agreement.

Pursuant to the employment agreement, Mr.

Seth will serve as

Chairman and Chief Executive Officer until February 24, 2024 unless terminated earlier as set forth in the employment agreement.

Under the terms of the employment agreement,

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

range between the 25th and 75th 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.

For 2020, Mr.

annual base salary was set at $578,191.

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 2013 Stock Plan and 2019 Plan.

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

Seth’s continuing service with the Company.

Seth also receives

the standard benefits available to other similarly situated employees.

Seth’s employment as Chief

Executive Officer or Chairman is 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 we terminate Mr.

Seth’s 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 we terminate Mr.

employment without Cause or if Mr.

Seth resigns for Good Reason, or if we fail 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 2013 Stock Plan and 2019 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.

(iv) a single lump sum payment equal to the Pro-Rated Bonus.

Chief Medical Officer Compensation

In December 2016, the

Company and Dr.

Berger entered into an agreement (the “Berger Employment Agreement”), to employ Dr.

as our Chief Medical Officer.

Berger’s employment with the Company is on an “at will”

basis, meaning that

Berger or the Company may terminate his employment at any time for any reason or no reason, without further obligation

or liability, except as provided in his employment agreement.

Pursuant to the Berger

In December 2016, we and Dr.

entered into an agreement (the “2016 Berger Employment Agreement”), to employ Dr.

Berger as our Chief Medical Officer.

Pursuant to the 2016 Berger Employment Agreement,

Berger was entitled to the following compensation and benefits:

Berger’s annual base salary was $405,000 in 2019.

Berger was also entitled to a cash bonus in an amount to be determined by the Board with a target of 30% of the base salary.

Berger was eligible to participate in the Company’s benefit plans that are generally provided for executive employees.

From time to time, the Board granted him options to purchase shares of common stock of the Company.

On August 12, 2020, we entered into a new

employment agreement with Dr.

Berger, pursuant to which he serves as Chief Medical Officer of the Company.

Under the terms of the

employment agreement, Dr.

Berger is entitled to the following compensation and benefits:

Berger’s current annual

base salary is $405,000 per year.

Berger may be entitled to a cash bonus in an amount to be determined by the Board with a

target of 30% of the base salary.

From time to time the Board may

grant him options or restricted stock to purchase common shares of the Company.

Berger is also eligible to

participate in the Company’s benefit plans that are generally provided for executive employees.

Principal Financial Officer Compensation

In August 2018, we

amended and restated Mr.

O’Loughlin’s, our Principal Financial Officer, September 17, 2015 Employment Agreement (the

“Prior CFO Agreement”), as amended.

This new agreement (the “CFO Employment Agreement”) sets forth the

terms related to his position as Principal Financial Officer of the Company while retaining and adapting material provisions of

the Prior CFO Agreement to that of his role of Principal Financial Officer.

O’Loughlin’s

employment with the Company is on an “at will”

basis, meaning that either Mr.

O’Loughlin or the Company may terminate

his employment at any time for any reason or no reason, without further obligation or liability, except as provided in his employment

O’Loughlin is entitled to the following compensation and benefits:

Berger is 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.

For 2020, Dr.

Berger’s annual

base salary was set at $415,000.

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 2013 Stock Plan and 2019 Plan.

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 we terminate 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, and (iii) immediate vesting of all outstanding equity awards granted to Dr.

Chief Financial Officer/Principal Financial Officer Compensation

In August 2018, we amended and restated

O’Loughlin’s, our former Principal Financial Officer, September 17, 2015 Employment Agreement, as amended (as amended

and restated, the “PFO Agreement”).

The PFO Agreement set forth the terms related to his position as Principal Financial

Officer of the Company while retaining and adapting material provisions of the prior agreement to that of his role of Principal

Financial Officer.

Pursuant to the PFO Agreement, Mr.

O’Loughlin

was entitled to the following compensation and benefits:

O’Loughlin’s annual base salary was $293,550 in 2019, and Mr.

O’Loughlin was entitled to a cash bonus in an amount to be determined by the Board with a target of 30% of the base salary.

From time to time, the Board granted him options to purchase shares of common stock of the Company.

O’Loughlin was eligible to receive all standard benefits that Company employees are eligible to receive.

On August 12, 2020, we entered into a new

employment agreement with Mr.

O’Loughlin, pursuant to which he serves as Chief Financial Officer of the Company.

terms of the employment agreement, Mr.

O’Loughlin is 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.

O’Loughlin’s annual base salary was set at $330,000.

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 2013 Stock Plan and 2019 Plan.

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

O’Loughlin’s continuing service with the Company.

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

In addition, if we terminate Mr.

O’Loughlin’s

current annual base salary is $293,550 per year, and Mr.

O’Loughlin may be entitled to a cash bonus in an amount to be determined

by the Board with a target of 30% of the base salary.

From time to time the Board may

grant him options or restricted stock to purchase common shares of the Company.

O’Loughlin is eligible

to receive all standard benefits that Company employees are eligible to receive.

Chief Scientific Officer Compensation

The Company and Dr.

Dale Ludwig, effective January 2018, entered into an Offer Letter pursuant to which Dr.

Ludwig is the Company’s Chief Scientific

Ludwig’s employment with the Company is on an “at will”

basis, meaning that either Dr.

the Company may terminate his employment at any time for any reason or no reason, without further obligation or liability, except

as provided in his employment agreement.

Pursuant to the employment agreement.

Ludwig is entitled to the following compensation

and benefits:

Ludwig’s current annual

base salary is $334,750 per year, and Dr.

Ludwig may be entitled to a cash bonus in an amount to be determined by the Board with

a target of 30% of the base salary.

From time to time the Board may grant him options

or restricted stock to purchase common shares of the Company.

Ludwig is eligible to receive all standard benefits

that Company employees are eligible to receive.

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,

and (iii) immediate vesting of all outstanding equity awards granted to Mr.

O’Loughlin.

Chief Scientific and Technology Officer Compensation

Dale Ludwig, effective January

2018, entered into an Offer Letter pursuant to which Dr.

Ludwig served as the Company’s Chief Scientific Officer (the “Offer

Letter”).

Pursuant to the Offer Letter.

Ludwig was entitled to the following compensation and benefits:

Ludwig’s annual base salary was $334,750 in 2019 and Dr.

Ludwig was entitled to a cash bonus in an amount to be determined by the Board with a target of 30% of the base salary.

From time to time, the Board granted him options to purchase shares of common stock of the Company.

Ludwig was eligible to receive all standard benefits that Company employees are eligible to receive.

On August 12, 2020, we entered into a new

employment agreement with Dr.

Ludwig, pursuant to which he serves as Chief Scientific and Technology Officer of the Company.

the terms of the employment agreement, Dr.

Ludwig is 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.

Ludwig’s annual base salary was set at $375,000.

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 2013 Stock Plan and 2019 Plan.

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

Ludwig’s continuing service with the Company.

Ludwig will also

receive the standard benefits available to other similarly situated employees.

In addition, if we terminate 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, and (iii) immediate vesting of all outstanding equity awards granted to Mr.

Board of Directors Meetings and Attendance

During the fiscal year

2019, our Board held nine meetings and did not act by unanimous written consent.

During 2020, our Board

of Directors held fourteen meetings and did not act by unanimous written consent.

Each director attended all of the meetings of

our Board and of any committees of which he was a member during the year ended December 31, 2020.

It is our policy that directors

should make every effort to attend the annual meeting of stockholders, and each of our directors attended the annual meeting of

stockholders in 2019.

Committees of the Board of Directors

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David Nicholson

committee chair

Indicates committee chair

Audit Committee

Our audit committee,

which currently consists of three directors, provides assistance to our board in fulfilling its legal and fiduciary obligations

with respect to matters involving the accounting, financial reporting, internal control and compliance functions of the company.

The board of directors has determined that Mr.

Our Audit Committee, which currently consists

of three directors, provides assistance to our Board in fulfilling its legal and fiduciary obligations with respect to matters

involving the accounting, financial reporting, internal control and compliance functions of the Company.

The Board has determined

Steinhart is an “audit committee financial expert”

as defined in

Item 407(d)(5)(ii) of Regulation S-K.

Our audit committee employs an independent registered public accounting firm to audit

the financial statements of the company and perform other assigned duties.

Further, our audit committee provides general oversight

with respect to the accounting principles employed in financial reporting and the adequacy of our internal controls.

In discharging

its responsibilities, our audit committee may rely on the reports, findings and representations of the company’s auditors,

legal counsel, and responsible officers.

Our board has determined that all members of the audit committee are financially literate

within the meaning of SEC rules and under the current listing standards of the NYSE AMERICAN.

Steinhart is the chairman

of the audit committee.

as defined in Item 407(d)(5)(ii) of Regulation

Our Audit Committee employs an independent registered public accounting firm to audit the financial statements of the Company

and perform other assigned duties.

Further, our Audit Committee provides general oversight with respect to the accounting principles

employed in financial reporting and the adequacy of our internal controls.

In discharging its responsibilities, our Audit Committee

may rely on the reports, findings and representations of the Company’s auditors, legal counsel, and responsible officers.

Our Board has determined that all members of the Audit Committee are financially literate within the meaning of SEC rules and under

the current listing standards of the NYSE American.

The Audit Committee met four times during 2020.

Each member of the

Audit Committee was present at all of the Audit Committee meetings held during such director’s tenure as a member of the

Audit Committee.

Each member of the Audit Committee

was present at all of the Audit Committee meetings held during 2020.

Compensation Committee

Our compensation committee,

which currently consists of three directors, establishes executive compensation policies consistent with the company’s objectives

and stockholder interests.

Our Compensation Committee, which currently

consists of three directors, establishes executive compensation policies consistent with the Company’s objectives and stockholder

The Compensation Committee met one time during 2020.

Our compensation committee also reviews the performance

of our executive officers and establishes, adjusts and awards compensation, including incentive-based compensation, as more fully

discussed below.

In addition, our compensation committee generally is responsible for:

Each member of the Compensation Committee was present at the meeting

held in 2020.

Our Compensation Committee also reviews the performance of our executive officers and establishes, adjusts and awards

compensation, including incentive-based compensation, as more fully discussed below.

In addition, our Compensation Committee generally

is responsible for:

establishing and periodically reviewing our compensation philosophy and the adequacy of compensation plans and programs for our directors, executive officers and other employees;

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overseeing outside compensation consultants when engaged.

Our compensation committee

periodically reviews the compensation paid to our non-employee directors and the principles upon which their compensation is determined.

The compensation committee also periodically reports to the board on how our non-employee director compensation practices compare

with those of other similarly situated public corporations and, if the compensation committee deems it appropriate, recommends

changes to our director compensation practices to our board for approval.

Our Compensation Committee periodically

reviews the compensation paid to our non-employee directors and the principles upon which their compensation is determined.

Compensation Committee also periodically reports to the Board on how our non-employee director compensation practices compare with

those of other similarly situated public corporations and, if the Compensation Committee deems it appropriate, recommends changes

to our director compensation practices to our Board for approval.

Outside consulting

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in making its compensation-related decisions.

We paid consultant fees to StreeterWyatt of $20,000 during the year ended December

Corporate Governance Committee

Corporate Governance

Committee, which currently consists of three directors, monitors our corporate governance system.

The Corporate Governance Committee

met one time during 2019.

Nomination of Directors

Board of Director nominations

Our Corporate Governance Committee, which

currently consists of three directors, monitors our corporate governance system.

The Corporate Governance Committee met one time

Nominating Committee

We do not have a nominating committee or

a committee performing similar functions.

Our Board does not believe a nominating committee is necessary because Board nominations

are selected, or recommended for the Board’s selection, by a majority of the independent directors.

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These directors are charged with the responsibility

of proposing potential director nominees to the board of directors for consideration.

All of our independent directors are independent

directors as defined by the rules of the NYSE AMERICAN.

Our independent directors use criteria by which it will seek to evaluate

candidates to serve on our board of directors.

of proposing potential director nominees to the Board for consideration.

Our independent directors use criteria by which it will

seek to evaluate candidates to serve on our Board.

The evaluation methodology includes items such as experience in the biotechnology

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knowledge of our company generally, and independence.

Our Board considers all qualified candidates

identified by members of the Board, by senior management and by stockholders.

The Board follows the same process and uses the same

criteria for evaluating candidates proposed by stockholders, members of the Board and members of senior management.

pay fees to any third party to assist in the process of identifying or evaluating director candidates.

Our Amended and Restated Bylaws, as amended

(the “Bylaws”) contains provisions that address the process by which a stockholder may nominate an individual to stand

for election to the Board at our annual meetings.

To recommend a nominee for election to the Board, a stockholder must submit his

or her recommendation to our Secretary at our corporate offices at 275 Madison Avenue, 7 th Floor, New York, New York

Such nomination must satisfy the notice, information and consent requirements set forth in our Bylaws and must be received

by us prior to the date set forth under “Submission of Future Stockholder Proposals”

A stockholder’s recommendation

must be accompanied by the information with respect to stockholder nominees as specified in our Bylaws, including among other things,

the name, age, address and occupation of the recommended person, the proposing stockholder’s name and address, the ownership

interests of the proposing stockholder and any beneficial owner on whose behalf the nomination is being made (including the number

of shares beneficially owned, any hedging, derivative, short or other economic interests and any rights to vote any shares) and

any material monetary or other relationships between the recommended person and the proposing stockholder and/or the beneficial

owners, if any, on whose behalf the nomination is being made.

We have no formal policy regarding Board

We take into consideration the overall composition and diversity of the Board and areas of expertise that director nominees

may be able to offer, including business experience, knowledge, abilities and customer relationships.

Generally, we will strive

to assemble a Board that brings to us a variety of perspectives and skills derived from business and professional experience as

we may deem are in our and our stockholders’

best interests.

In doing so, we will also consider candidates with appropriate

non-business backgrounds.

Lead Director

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72.1% were cast in support of the program.

In light of this, in reviewing the executive compensation program for 2019, our Compensation

Committee decided to retain the general overall program design, which ties a significant portion of the executives’

with our performance.

In the future, our Compensation Committee will continue to consider the executive compensation program in

light of changing circumstances and stockholder feedback.

In light of this, in reviewing the executive compensation program for 2019 and 2020,

our Compensation Committee decided to retain the general overall program design, which ties a significant portion of the executives’

pay closely with our performance.

In the future, our Compensation Committee will continue to consider the executive compensation

program in light of changing circumstances and stockholder feedback.

We currently employ

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(1) Sandesh Seth, our Chairman and Chief Executive Officer (who we refer to in this Compensation Discussion and Analysis as our

(2) Steve O’Loughlin, our Principal Financial Officer, (3) Mark Berger, our Chief Medical Officer and (4) Dale Ludwig,

our Chief Scientific Officer.

(2) Steve O’Loughlin, our Chief Financial Officer, (3) Mark Berger, our Chief Medical Officer and (4) Dale Ludwig,

our Chief Scientific and Technology Officer.

This Compensation Discussion

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Name/Position

Former Chief Commerce Officer (3)

Former Executive Vice President (5)

Steve O’Loughlin

5 unchanged sentences

These amounts do not necessarily correspond to the actual value that may be recognized from the option awards by the NEOs.

Kapur resigned from the company effective November 29, 2019.

Ray resigned from the company effective December 21, 2018.

Director Compensation

The following table sets forth the compensation

of our non-employee directors for the year ended December 31, 2019:

The following table

sets forth the compensation of our non-employee directors for the year ended December 31, 2020:

David Nicholson

4 unchanged sentences

These amounts do not necessarily correspond to the actual value that may be recognized from the option awards by the NEOs.

At December 31,

2019, the aggregate number of option awards outstanding for each director was as follows:

Chell, 400,000, (ii) for

At December 31, 2020, the aggregate number of option awards outstanding for each director was as follows:

Chell, 21,666, (ii) for Dr.

Nicholson, 28,328, (iii) for Dr.

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Corporate Governance

Outstanding Equity Awards at Fiscal Year-End Table

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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Unexercised Unearned

Expiration Date

Steve O’Loughlin

Fully vested.

Pursuant to the terms of the Company’s 2013 Stock Plan, 2% of these options vest each month from the date of grant.

28% of these options vested on January 17, 2018, and the remaining 75% vest in equal increments of 2% per month of the from January 17, 2018 over the following three-year period.

28% of these options vested on January 8, 2019, and the remaining 75% vest in equal increments of 2% per month from January 8, 2019 over the following three-year period.

Indemnification of Directors and Officers

64 unchanged sentences

The following table

shows the beneficial ownership of our Common Stock as of May 1, 2020 held by (i) each person known to us to be the beneficial

shows the beneficial ownership of our Common Stock as of March 26, 2021 held by (i) each person known to us to be the beneficial

owner of more than five percent (5%) of any class of our shares;

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directors and executive officers as a group.

ownership is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power

with respect to the securities held.

Shares of Common Stock subject to options and warrants currently exercisable

or which may become exercisable within 60 days of May 1, 2020, are deemed outstanding and beneficially owned by the person

holding such options or warrants for purposes of computing the number of shares and percentage beneficially owned by such

person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other

Except as indicated in the footnotes to this table, the persons or entities named have sole voting and

investment power with respect to all shares of our Common Stock shown as beneficially owned by them.

Beneficial ownership

is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect

to the securities held.

Shares of Common Stock subject to options and warrants currently exercisable or which may become

exercisable within 60 days of March 26, 2021, are deemed outstanding and beneficially owned by the person holding such options

or warrants for purposes of computing the number of shares and percentage beneficially owned by such person, but are not deemed

outstanding for purposes of computing the percentage beneficially owned by any other person.

Except as indicated in

the footnotes to this table, the persons or entities named have sole voting and investment power with respect to all shares of

our Common Stock shown as beneficially owned by them.

Unless otherwise indicated,

the principal address of each of the persons below is c/o Actinium Pharmaceuticals, Inc., 275 Madison Ave, 7th floor, New York,

Officers and Directors

Named Executive Officers and Directors

Ownership (a)

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Shetty, Ph.D.

All Directors and Officers as a Group (8

All other 5% holders

Volatility Warrant Master Fund, Ltd.

Ogier Fiduciary Services (Cayman) Limited

Nexus Way, Camana Bay

Cayman KY1-9007

Management, LLC

Mountainview Road, Suite 205

Saddle River, New Jersey 07458

Sabby Management, LLC

Mountainview Road, Suite 205

Saddle River, New Jersey 07458

(a) Based on 303,343,699 shares of Common Stock outstanding as of May 1, 2020

(1) Includes warrants to purchase an aggregate of 64,747 shares of Common Stock

of the Company at an exercise price of $0.784 per share, exercisable on a cashless basis, warrants to purchase an aggregate of

99,617 of Common Stock of the Company at an exercise price of $0.784 per share, exercisable on a cashless basis issued to Amrosan,

LLC, a partnership in which the majority member interest is owned by the family of Mr.

Seth, and warrants to purchase 57,212 shares

of Common Stock at an exercise price at $0.880131 per share on May 1, 2020.

Excludes warrants to purchase an aggregate of 375,556

shares of Common Stock of the Company at par value per share, exercisable on a cashless basis issued to Amrosan, LLC as the warrants

are not exercisable upon less than 90 days’

The holder may waive the 90-day exercise notice requirement by giving

65 days prior notice of such waiver.

Excludes 353,023 warrants issued to Carnegie Hill Asset Partners and irrevocable trust linked

Seth’s family and 721,068 warrants issued to Bioche Asset Management, LLC, a partnership in which the majority member

interest is owned by the family of Mr.

All Directors and Officers as a Group (8 persons)

Based on 18,774,278 shares of common stock outstanding as of March 26, 2021.

Includes warrants to purchase an aggregate of 2,158 shares of common stock of the Company at an exercise price of $23.51 per share, exercisable on a cashless basis, and warrants to purchase an aggregate of 3,320 shares of common stock of the Company at an exercise price of $23.51 per share, exercisable on a cashless basis issued to Amrosan, LLC, a partnership in which the majority member interest is owned by the family of Mr.

Seth, and warrants to purchase 1,907 shares of common stock at an exercise price of $15.61515 per share.

Excludes warrants to purchase an aggregate of 12,518 shares of common stock of the Company at par value per share, exercisable on a cashless basis issued to Amrosan, LLC as the warrants are not exercisable upon less than 90 days’

The holder may waive the 90-day exercise notice requirement by giving 65 days prior notice of such waiver.

Excludes warrants to purchase an aggregate of 11,767 shares of common stock issued to Carnegie Hill Asset Partners, an irrevocable trust linked to Mr.

Seth’s family and warrants to purchase an aggregate of 24,035 shares of common stock issued to Bioche Asset Management, LLC, a partnership in which the majority member interest is owned by the family of Mr.

Seth, whose terms are the same as those issued to Amrosan LLC.

On August 30, 2012 and December

12, 2012, Mr.

Seth was granted options to purchase an aggregate of 49,950 shares of Common Stock at an exercise price of $1.50

On August 30, 2012 and December 19, 2012, Mr.

Seth was granted options to purchase an aggregate of 1,664 shares of common stock at an exercise price of $45.05 per share.

On September 23, 2014, Mr.

Seth was granted an option to purchase 280,000 shares with an exercise price of $6.13 per

Seth was granted an option to purchase 9,333 shares of common stock with an exercise price of $183.90 per share.

On February 18, 2015, Mr.

Seth was granted an option to purchase 150,000 shares with an exercise price of $3.58 per share.

Seth was granted an option to purchase 5,000 shares of common stock with an exercise price of $107.40 per share.

On April 15, 2016, Mr.

Seth was granted an option to purchase 500,000 shares at an exercise price of $1.99 per share.

14, 2017, Mr.

Seth was granted options to purchase an aggregate of 750,000 shares of Common Stock at an exercise price of $1.39

Seth was granted an option to purchase 16,666 shares of common stock at an exercise price of $59.70 per share.

On March 14, 2017, Mr.

Seth was granted options to purchase an aggregate of 24,998 shares of common stock at an exercise price of $41.70 per share.

On July 13, 2018, Mr.

Seth was granted an option to purchase 1,000,000 shares at an exercise price of $0.7829 per share.

Seth was granted an option to purchase 33,333 shares of common stock at an exercise price of $23.487 per share.

On July 12, 2019, Mr.

Seth was granted an option to purchase 1,500,000 shares at an exercise price of $0.232 per share.

are subject to vesting.

Within 60 days of May 1, 2020, 2,439,950 options will have vested.

Seth was granted an option to purchase 50,000 shares of common stock at an exercise price of $6.96 per share.

On August 12, 2020, Mr.

Seth was granted an option to purchase 139,062 shares of common stock at an exercise price of $9.55 per share.

All options are subject to vesting.

Within 60 days of March 26, 2021, options to purchase 127,358 shares of common stock will have vested.

Includes 5,381 shares of common stock.

and 39,375 March 2018 series B Warrants.

On October 1, 2015, Mr.

O’Loughlin was granted 100,000 options with an exercise price of $1.79 per share.

On April 14, 2016, Mr.

O’Loughlin was granted options to purchase of 50,000 shares of Common Stock at an exercise price of $1.99 per share.

O’Loughlin

was granted options to purchase 3,333 shares of common stock with an exercise price of $53.70 per share.

O’Loughlin was granted options to purchase of 1,666 shares of common stock at an exercise price of $59.70

On March 14, 2017, Mr.

O’Loughlin was granted options to purchase 100,000 shares of Common Stock at an exercise price of $1.39 per share.

O’Loughlin was granted options to purchase 3,333 shares of common stock at an exercise

price of $41.70 per share.

On July 13, 2018, Mr.

O’Loughlin was granted an option to purchase 265,000 shares of Common Stock at an exercise price of $0.7829 per share.

O’Loughlin was granted an option to purchase 8,833 shares of common stock

at an exercise price of $23.487 per share.

On July 12, 2019, Mr.

O’Loughlin was granted an option to purchase 400,000 shares at an exercise price of $0.232 per share.

O’Loughlin was granted an option to purchase 13,333 shares

of common stock at an exercise price of $6.96 per share.

On August 12, 2020, Mr.

O’Loughlin was granted an option to purchase

59,066 shares of common stock at an exercise price of $9.55 per share.

All options are subject to vesting.

Within 60 days of May 1, 2020, 458,200 options will have vested.

Includes 35,500 shares of Common Stock and 7,500 March 2018 series B Warrants.

Within 60 days

of March 26, 2021, options to purchase 30,836 shares of common stock will have vested.

Includes 1,183 shares of common stock.

On January 17, 2017, Dr.

Berger was granted an option to purchase 325,000 shares with an exercise price of $1.04 per share.

Berger was granted an option to purchase 10,833 shares of common stock with an exercise price of $31.20 per share.

On July 13, 2018, Dr.

Berger was granted an option to purchase 250,000 shares at an exercise price of $0.7829 per share.

Berger was granted an option to purchase 8,333 shares of common stock at an exercise price of $23.487 per share.

On July 12, 2019, Dr.

Berger was granted an option to purchase 400,000 shares at an exercise price of $0.232 per share.

Berger was granted an option to purchase 13,333 shares of common stock at an exercise price of $6.96 per share.

On August 12, 2020, Dr.

Berger was granted an option to purchase 46,667 shares of common stock at an exercise price of $9.55 per share.

All options are subject to vesting.

Within 60 days of May 1, 2020, 502,000 options will have vested.

Includes 19,000 shares of Common Stock and 10,500 March 2018 series B Warrants.

Within 60 days of March 26, 2021, options to purchase 30,766 shares of common stock will have vested.

Includes 750 shares of common stock.

On January 8, 2018, Dr.

Ludwig was granted an option to purchase 200,000 shares with an exercise price of $0.72 per share.

Ludwig was granted an option to purchase 6,666 shares of common stock with an exercise price of $21.69 per share.

On July 12, 2019, Dr.

Ludwig was granted an option to purchase 400,000 shares at an exercise price of $0.232 per share.

Ludwig was granted an option to purchase 13,333 shares of common stock at an exercise price of $6.96 per share.

On August 12, 2020, Dr.

Ludwig was granted an option to purchase 50,000 shares of common stock at an exercise price of $9.55 per share.

All options are subject to vesting.

Within 60 days of May 1, 2020, 224,000 options will have vested.

Within 60 days of March 26, 2021, options to purchase 20,466 shares of common stock will have vested.

Includes 333 shares of common stock.

On April 27, 2018, Dr.

Chell was granted an option to purchase 75,000 shares with an exercise price of $0.347 per share.

granted an option to purchase 2,500 shares of common stock with an exercise price of $10.41 per share.

On July 13, 2018, Dr.

Chell was granted an option to purchase 75,000 shares at an exercise price of $0.7829 per share.

was granted an option to purchase 2,500 shares of common stock at an exercise price of $23.487 per share.

On July 12, 2019, Dr.

Chell was granted an option to purchase 250,000 shares at an exercise price of $0.232 per share.

All options are subject to vesting.

Within 60 days of May 1, 2020, 139,500 options will have vested.

Chell was granted an option to purchase 8,333 shares of common stock at an exercise price of $6.96 per share.

On August 12, 2020,

Chell was granted an option to purchase 8,333 shares of common stock at an exercise price of $9.55 per share.

are subject to vesting.

Within 60 days of March 26, 2021, options to purchase 8,766 shares of common stock will have vested.

On February 12, 2012, Dr.

Nicholson was granted an option to purchase 1,665 shares of common stock at an exercise price of $23.51 per share and on August 12, 2012 and December 19, 2012, Dr.

Nicholson was granted options to purchase an aggregate of 49,950 shares at an exercise price of $1.50 per share.

Nicholson was granted options to purchase an aggregate of 1,664 shares of common stock at an exercise price of $45.05 per share.

On February 18, 2015, Dr.

Nicholson was granted an option to purchase 25,000 shares with an exercise price of $3.58 per share.

Nicholson was granted an option to purchase 833 shares of common stock with an exercise price of $107.40 per share.

On April 15, 2016, Dr.

Nicholson was granted an option to purchase 75,000 shares at an exercise price of $1.99 per share.

Nicholson was granted an option to purchase 2,500 shares of common stock at an exercise price of $59.70 per share.

On March 14, 2017, Dr.

Nicholson was granted an option to purchase 75,000 shares at an exercise price of $1.39 per share.

Nicholson was granted an option to purchase 2,500 shares of common stock at an exercise price of $41.70 per share.

On July 13, 2018, Dr.

Nicholson was granted an option to purchase 75,000 shares at an exercise price of $0.7829 per share.

Nicholson was granted an option to purchase 2,500 shares of common stock at an exercise price of $23.487 per share.

On July 12, 2019, Dr.

Nicholson was granted an option to purchase 250,000 shares at an exercise price of $0.232 per share.

Nicholson was granted an option to purchase 8,333 shares of common stock at an exercise price of $6.96 per share.

On August 12, 2020, Dr.

Nicholson was granted an option to purchase 8,333 shares of common stock at an exercise price of $9.55 per share.

All options are subject to vesting.

Within 60 days of May 1, 2020, 355,900 options will have vested.

Within 60 days of March 26, 2021, options to purchase 16,178 shares of common stock will have vested.

Includes 333 shares of common stock.

2 unchanged sentences

On July 13, 2018, Dr.

Shetty was granted an option to purchase 75,000 shares at an exercise price of $0.7829 per share.

Shetty was granted an option to purchase 2,500 shares of common stock at an exercise price of $23.487 per share.

On July 12, 2019, Dr.

Shetty was granted an option to purchase 250,000 shares at an exercise price of $0.232 per share.

Shetty was granted an option to purchase 8,333 shares of common stock at an exercise price of $6.96 per share.

On August 12, 2020, Dr.

Shetty was granted an option to purchase 8,333 shares of common stock at an exercise price of $9.55 per share.

All options are subject to vesting.

Within 60 days of May 1, 2020, 159,000 shares will have vested.

Within 60 days of March 26, 2021, options to purchase 10,123 shares of common stock will have vested.

Includes 757 shares of common stock.

2 unchanged sentences

On February 18, 2015, Mr.

Steinhart was granted an option to purchase 25,000 shares at an exercise price of $3.58 per share.

Steinhart was granted an option to purchase 833 shares of common stock at an exercise price of $107.40 per share.

On April 15, 2016, Mr.

Steinhart was granted an option to purchase 75,000 shares at an exercise price of $1.99 per share.

Steinhart was granted an option to purchase 2,500 shares of common stock at an exercise price of $59.70 per share.

On March 14, 2017, Mr.

Steinhart was granted an option to purchase 75,000 shares at an exercise price of $1.39 per share.

On July 13, 2018, Mr Steinhart was granted an option to purchase 75,000 shares at an exercise price of $0.7829 per share.

Steinhart was granted an option to purchase 2,500 shares of common stock at an exercise price of $41.70 per share.

On July 13, 2018, Mr.

Steinhart was granted an option to purchase 250,000 shares at an exercise price of $0.232 per share.

Steinhart was granted an option to purchase 2,500 shares of common stock at an exercise price of $23.487 per share.

On July 12, 2019, Mr.

Steinhart was granted an option to purchase 8,333 shares of common stock at an exercise price of $6.96 per share.

On August 12, 2020, Mr.

Steinhart was granted an option to purchase 8,333 shares of common stock at an exercise price of $9.55 per share.

All options are subject to vesting.

Within 60 days of May 1, 2020, 305,950 options will have vested.

Includes 9,500 shares of Common Stock and 10,500 March 2018 series B Warrants.

Within 60 days of March 26, 2021, options to purchase 14,364 shares of common stock will have vested.

Includes 316 shares of common stock.

Includes warrants to purchase 7,385 shares of common stock, vested options to purchase 258,100 shares of common stock and 9,053 shares of common stock.

Based on a Schedule 13G filed on May 1, 2020.

CERTAIN RELATIONSHIPS AND RELATED

12 unchanged sentences

All Other Fees

This category includes the audit of our annual

consolidated financial statements, reviews of our financial statements included in our Form 10-Qs and services that are normally

provided by our independent registered public accounting firm in connection with its engagements for those years.

Audit-Related Fees.

This category consists of assurance

and related services by our independent registered public accounting firm that are reasonably related to the performance of the

audit or review of our financial statements and are not reported above under “Audit Fees.”

The services for the fees

disclosed under this category include consents regarding equity issuances.

Pre-Approval Policy

5 unchanged sentences

independence.

All of the services rendered by Marcum in

2020 were pre-approved by the Audit Committee.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

17 unchanged sentences

(incorporated by reference to Exhibit 1.1 to Form 8-K filed on April 24, 2020).

Capital on Demand™ Sales Agreement, dated August 7, 2020, by and between Actinium Pharmaceuticals, Inc.

and JonesTrading Institutional Services LLC (incorporated by reference to Exhibit 1.2 to Registration Statement on Form S-3 filed on August 7, 2020).

Share Exchange Agreement, dated December 28, 2012, by and among Cactus Ventures, Inc., Actinium Pharmaceuticals, Inc., Diane S.

10 unchanged sentences

Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed on March 4, 2015).

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

Certificate of Amendment to Actinium’s Certificate of Incorporation, as amended, filed on February 26, 2018 (incorporated by reference to Exhibit 3.1 to Form 8-K filed on February 26, 2018).

Certificate of Amendment to Actinium’s Certificate of Incorporation, as amended, filed on March 6, 2019 (incorporated by reference to Exhibit 3.7 to Form 10-K filed on March 15, 2019).

Amended and Restated Bylaws, dated May 7, 2020.

.(incorporated by reference to Exhibit 3.1 to Form 8-K filed on May 5, 2020).

Certificate of Amendment to Certificate of Incorporation, as amended, filed on June 16, 2020 (incorporated by reference to Exhibit 3.1 to Form 8-K filed on June 16, 2020).

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

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 Common Stock Warrant, dated December 27, 2013 and January 10, 2014 (incorporated by reference to Exhibit 4.8 to Form S-1 filed on January 31, 2014).

13 unchanged sentences

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

Form of Pre-Funded Common Stock Warrant (incorporated by reference to Exhibit 4.1 to Form 8-K filed on June 18, 2020).

Description of securities

Third Amendment to the 2013 Amended and Restated Stock Plan, effective as of December 22, 2015 (incorporated by reference to Exhibit 10.56 to Form 10-K filed on March 11, 2016).

84 unchanged sentences

Seventh Amendment to the 2013 Amended and Restated Stock Plan, as amended (incorporated by reference to Exhibit 10.39 to Form 10-K filed on March 15, 2019).

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 (incorporated by reference to Exhibit 10.2 to Form 10-K filed on August 14, 2020).

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

and Sandesh Seth (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on August 14, 2020).

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

and Steve O’Loughlin (incorporated by reference to Exhibit 10.4 to Form 10-Q filed on August 14, 2020).

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

and Dale Ludwig (incorporated by reference to Exhibit 10.5 to Form 10-Q filed on August 14, 2020).

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

and Mark Berger (incorporated by reference to Exhibit 10.6 to Form 10-Q filed on August 14, 2020).

Code of Ethics (incorporated by reference to Exhibit 14.1 to Form 8-K filed on January 2, 2013).

15 unchanged sentences

XBRL Taxonomy Presentation Linkbase

accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement

or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of

Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Filed herewith.

Furnished herewith.

Indicates a management contract or compensatory plan or arrangement.

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant.

March 31, 2021

ACTINIUM PHARMACEUTICALS, INC.

4 unchanged sentences

Steve O’Loughlin

Principal Financial Officer (Duly Authorized Officer, Principal Financial and Accounting Officer)

Chief Financial Officer

(Duly Authorized Officer,

Principal Financial and Accounting Officer)

Pursuant to the requirements

3 unchanged sentences

Chairman and Chief Executive Officer

March 31, 2021

(Principal Executive Officer)

/s/ Jeffrey Chell

March 31, 2021

Jeffrey Chell

/s/ David Nicholson

March 31, 2021

David Nicholson

/s/ Richard I.

March 31, 2021

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 9A. Controls and Procedures