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Item 5. Market for Registrant’s Common Equity

2022-03-25 compared with 2021-03-31 · 24 added, 364 removed, 13 unchanged (97% of the section changed)

MARKET FOR REGISTRANT’S COMMON

EQUITY, RELATED STOCKHOLDERS MATTERS, AND ISSUER PURCHASE OF EQUITY SECURITIES.

1 unchanged sentence

Our common stock is listed

for quotation on the NYSE AMERICAN under the symbol “ATNM”.

for quotation on the NYSE American under the symbol “ATNM”.

As of March 25, 2022, there

were 22,143,974 shares of common stock issued and outstanding, which were held by approximately 99 holders of record.

no shares of preferred stock outstanding.

Securities Authorized for Issuance under

Equity Compensation Plans

We currently have three

equity compensation plans defined as follows:

The Company’s 2019

Amended and Restated Stock Plan has an expiration date of October 18, 2029 and the number of shares of our common stock available

for grant to employees, directors and consultants authorized under the plan is 3,083,333 shares.

The Company’s 2013

Amended and Restated Stock Plan has an expiration date of September 9, 2023 and after a number of amendments approved by stockholders,

the number of shares of our common stock available for grant to employees, directors and consultants authorized under the plan

is 758,333 shares.

The Company’s 2013

Equity Incentive Plan has an expiration date of September 9, 2023 and the number of shares of our common stock available for grant

to employees, directors and consultants under the plan is 33,333 shares.

There are no shares

of preferred stock outstanding.

We have never declared or

paid any cash dividends on our common stock.

For the foreseeable future, it is expected that earnings, if any, generated from our operations

will be used to finance the growth of our business, and that no dividends will be paid to holders of our common stock.

The decision to

pay dividends is at the discretion of our board of directors and depends upon our financial condition, results of operations, capital

requirements, and other factors that our board of directors deems relevant.

Securities Authorized for Issuance under Equity

Compensation Plans

We currently have three equity

compensation plans defined as follows:

The Company’s 2019 Amended

and Restated Stock Plan has an expiration date of October 18, 2029 and the number of shares of our common stock authorized under the plan

for grant to employees, directors and consultants is 5,833,333 shares.

The Company’s 2013 Amended

and Restated Stock Plan has an expiration date of September 9, 2023 and after a number of amendments approved by stockholders, the number

of shares of our common stock authorized under the plan for grant to employees, directors and consultants is 758,333 shares.

The Company’s 2013 Equity

Incentive Plan has an expiration date of September 9, 2023 and the number of shares of our common stock authorized under the plan for

grant to employees, directors and consultants under the plan is 33,333 shares.

The following table indicates

6 unchanged sentences

Equity compensation plans not approved by security holders

SELECTED FINANCIAL DATA.

The following selected

financial data should be read in conjunction with our consolidated financial statements and related notes and the “Management’s

Discussion and Analysis of Financial Condition and Results of Operations”

and other financial data included elsewhere

in this Form 10-K.

The selected statements of operations and the selected balance sheet data are derived from our consolidated

audited financial statements.

(in thousands, except for number of shares and per share data)

Year ended December 31,

Statements of Operations Data:

Loss from operations

Net loss per common share:

Basic and diluted

Weighted-average common shares outstanding:

Basic and diluted

(in thousands)

As of December 31,

Balance Sheet Data:

Cash and cash equivalents

Total liabilities

Stockholders’

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

The information and financial data discussed

below is derived from the audited consolidated financial statements of Actinium Pharmaceuticals, Inc.

for its fiscal years ended

December 31, 2020 and 2019.

The consolidated financial statements of Actinium Pharmaceuticals, Inc.

were prepared

and presented in accordance with generally accepted accounting principles in the United States.

The information and financial data

discussed below is only a summary and should be read in conjunction with the historical financial statements and related notes

of Actinium Pharmaceuticals, Inc.

contained elsewhere in this Report.

The financial statements contained elsewhere in this

Report fully represent Actinium Pharmaceuticals, Inc.’s financial condition and operations;

however, they are not indicative

of the Company’s future performance.

See “Cautionary Note Regarding Forward-Looking Statements”

above for a discussion

of forward-looking statements and the significance of such statements in the context of this Report.

Actinium Pharmaceuticals,

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

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

Radiation is an effective therapeutic

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

and other treatments for greater therapeutic effect.

Radiation is typically administered via an external beam source from outside

the body, leading to off-target exposure to normal healthy tissue and organs, which can constrain the amount of radiation that

can be administered to patients due to associated dose-limiting toxicities.

In addition, use of external beam radiation is largely

limited to solid tumors and cannot be used in blood cancers, which are diffuse throughout the body of a patient.

ARCs combine the

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

in a precise manner inside the body to specific, targeted cells, to potentially achieve greater efficacy with lower toxicity than

with external beam radiation.

ARCs enable a broader usage of radiation than external beam radiation as they can be used in the

treatment of both solid tumors and blood cancers.

Blood or hematologic cancers are known to be highly sensitive to radiation.

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

Our clinical programs are focused on two primary areas:

(1) targeted conditioning prior to a bone marrow transplant, or

BMT, adoptive cell therapy, or ACT, such as CAR-T or gene therapy and (2) ARC therapeutic combinations with other agents.

development strategy is actively informed by clinical data with our ARCs in over 500 patients, including our ongoing Pivotal Phase

3 SIERRA trial.

Our clinical pipeline has emanated from our Antibody Warhead Enabling, or AWE technology platform, which is protected

by over 140 issued and pending patents, trade secrets and know-how and is being utilized in a collaborative research partnership

with Astellas Pharma, Inc.

Recent Developments

Impact of COVID–19 Pandemic

In December 2019, a

novel strain of COVID-19 was reported in China.

Since then, COVID-19 has spread globally.

The spread of COVID-19 from China to

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

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

Many countries around the world have imposed quarantines and restrictions

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

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

As many local jurisdictions

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

Such events may

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

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

In response to COVID-19, we implemented remote working

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

of our drug candidates.

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

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

involving new variants of the coronavirus, which may be more contagious and deadly than prior strains.

Therefore, the COVID-19

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

disrupt the marketplace in which we operate and may have a material adverse effect on our operations.

The spread of COVID-19,

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

While the ultimate economic impact brought by,

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

the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others, the pandemic has resulted 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 our ability to access capital, which could in the future negatively affect

our liquidity.

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

business and the value of our common stock.

Currently, the Phase 3

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

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

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

Certain sites that had not been actively enrolling due to COVID-19 at the initial outbreak of the pandemic resumed recruitment

and enrollment in mid-2020, and we currently do not have any sites that are not recruiting and enrolling patients due to COVID-19.

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

the acute nature of relapsed or refractory AML.

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

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

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

by the pandemic.

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

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

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

impede patient movement or interrupt healthcare services.

In addition, we rely on independent clinical investigators, contract

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

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

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

Additionally, COVID-19

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

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

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

To date, COVID-19 has not

had a financial impact on our company.

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

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

We continue to monitor

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

However, the ultimate impact from COVID-19 on our

business operations and financial results during 2021 will depend on, among other things, the ultimate severity and scope of the

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

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

which the economy recovers.

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

during 2021 and beyond, but developments related to COVID-19 may materially affect us in 2021.

Results of Operations – Year Ended

December 31, 2020 Compared to the Year Ended December 31, 2019

The following table sets

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

For the year ended

(in thousands)

Operating expenses:

Research and development, net of reimbursements

General and administrative

Total operating expenses

Interest income –

Total other income

We recorded no commercial

revenues for the years ended December 31, 2020 and 2019, respectively.

Research and Development Expense

Research and development

expenses declined by $0.5 million to $16.1 million for the year ended December 31, 2020 compared to $16.6 million for the year

ended December 31, 2019.

The decrease was primarily attributable to lower expenses related to our CD33 program, mostly offset by

higher expenses on our CD45 program.

General and Administrative Expenses

General and administrative

expenses increased by $0.8 million to $6.3 million for the year ended December 31, 2020 compared to $5.5 million for the year ended

December 31, 2019, primarily attributable to higher third-party professional fees, including consultants, investor relations and

Other income of $0.2 million

for both time periods was attributable to interest income - net.

Net loss increased by $0.3

million to $22.2 million for the year ended December 31, 2020 compared to $21.9 million for the year ended December 31, 2019, primarily

due to higher general and administrative expenses.

Liquidity and Capital Resources

We have financed our operations

primarily through sales of our stock, pre-funded warrants and warrants.

The following tables sets

forth selected cash flow information for the periods indicated:

For the year ended

(in thousands)

Cash used in operating activities

Cash used in investing activities

Cash provided by financing activities

Net change in cash, cash equivalents and restricted cash

Net cash used in operating

activities for the year ended December 31, 2020 of $21.6 million increased by $0.1 million from $21.5 million used in operations

for the prior year, primarily due to the timing of payments to vendors.

Net cash used in investing

activities of $253 thousand and $64 thousand for the years ended December 31, 2020 and December 31, 2019, respectively, was for

the purchase of equipment.

Net cash provided by financing

activities was mainly generated by the sale of shares of common stock, pre-funded warrants and warrants.

Net cash provided by financing

activities was $76.2 million for the year ended December 31, 2020, reflecting $76.6 million in proceeds from the sales of common

stock and pre-funded warrants in April and June 2020 and sales of common stock throughout 2020.

During 2019, net cash provided

by financing activities was $17.1 million, reflecting $15.9 million in proceeds from the sale of common stock and warrants, plus

$1.5 million in proceeds from the exercise of warrants.

On April 24, 2020, we issued

and sold 4.3 million shares of common stock and pre-funded warrants to purchase 2.8 million shares of common stock.

the public for each share of common stock sold in the offering was $4.50, and the price to the public for each pre-funded warrant

sold in the offering was $4.497.

The pre-funded warrants were exercisable at an exercise price of $0.003 per share and were 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 us.

Net proceeds from the offering were approximately $29.1 million

On June 19, 2020, we issued

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

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

Each pre-funded

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

Gross proceeds from this offering

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

from this offering were approximately $23.0 million.

During the year ended December

31, 2020, holders of all 2.8 million pre-funded April 2020 warrants and 0.7 million pre-funded June 2020 warrants exercised their

pre-funded warrants at $0.003 per share and received 2.8 million shares of common stock and 0.7 million shares of common stock,

respectively.

In August 2020, we entered

a Capital on Demand™ Sales Agreement with JonesTrading, pursuant to which we may sell, from time to time, through or to JonesTrading,

up to an aggregate of $200 million of our common stock.

Shares of common stock are offered pursuant to our shelf registration statement

filed with the SEC on August 7, 2020.

As of December 31, 2020, we 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, we entered

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

Riley FBR, Inc.

and JonesTrading pursuant to which we

conducted our at-the market program.

In early 2020, we sold 0.3 million shares of common stock through our at-the-market program,

resulting in net proceeds of $2.5 million.

In October 2018,

we and Lincoln Park Capital Fund, LLC, or Lincoln Park entered into a purchase agreement and a registration rights agreement, pursuant

to which we have the right to sell to Lincoln Park shares of our common stock having an aggregate value of up to $32.5 million,

subject to certain limitations and conditions set forth in the agreement.

In early 2020, we elected to sell to Lincoln Park 27

thousand shares and received $0.2 million.

In April 2019, we 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.

As of the date of filing

this report, we expect that our existing resources will be more than sufficient to fund our planned operations for more than 12

months following the date of this report.

Off-Balance Sheet Arrangements

We do not have any off-balance

sheet arrangements.

Critical Accounting Policies

Our management’s

discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which

have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP.

The preparation of

these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities

and expenses and the disclosure of contingent assets and liabilities in our consolidated financial statements during the reporting

These items are monitored and analyzed by us for changes in facts and circumstances, and material changes in these estimates

could occur in the future.

We base our estimates on historical experience, known trends and events, and on various other factors

that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying

value of assets and liabilities that are not readily apparent from other sources.

Changes in estimates are reflected in reported

results for the period in which they become known.

Actual results may differ materially from these estimates under different assumptions

or conditions

Fair Value of Financial Instruments

Fair value is defined as

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

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

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

Research and Development Costs

Research and development

costs are expensed as incurred.

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

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

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

Share-Based Payments

We estimate the fair value

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

The fair value determined represents

the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange

for the award.

We account for forfeitures of stock options as they occur.

We use the asset and liability

method to calculate deferred taxes.

Deferred taxes are recognized based on the differences between the financial reporting and

income tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are

expected to reverse.

We review deferred tax assets for a valuation allowance based upon whether it is more likely than not that

the deferred tax asset will be fully realized.

A valuation allowance, if necessary, is provided against deferred tax assets, based

upon our assessment as to their realization.

We recognize tax when the

positions meet a “more-likely-than-not”

recognition threshold.

There were no tax positions for which it is considered

reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next

We recognize interest related to unrecognized tax benefits in interest expense and penalties in operating expenses.

Accounting Standards Recently Adopted

In August 2018, FASB issued

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

The updated guidance improves the disclosure requirements

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

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

Early adoption is permitted upon issuance of the standard

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

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

We adopted this standard effective January 1, 2020 and

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

Recent Accounting Standards

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 eliminates

the need for us 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

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

Early adoption of the ASU is permitted by us effective

January 1, 2021.

We are in the process of assessing the adoption of the ASU on our financial statements.

Subsequent Events

Since December 31, 2020

we have sold 1.7 million shares of common stock under our Capital on Demand™

Sales Agreement with JonesTrading, resulting

in net proceeds of $14.4 million.

In January 2021, we announced

a collaborative research agreement with Astellas Pharma, Inc.

and began work on this project that will utilize our AWE technology

platform with select targeting agents owned by Astellas in the development of theranostics for solid tumor indications, which combine

the ability of radioisotopes to be used for both diagnostic and therapeutic purposes.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK.

Not Applicable

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity