What changed in this filing

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Item 9A. Controls and Procedures

2022-03-25 compared with 2021-03-31 · 931 added, 1028 removed, 382 unchanged (84% of the section changed)

2 unchanged sentences

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

Annual Report on Internal Control Over Financial Reporting.

The Company’s management is responsible for establishing

and maintaining adequate internal control over financial reporting.

The Company’s internal control over financial reporting

is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles.

The Company’s

internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records

that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets;

(2) provide reasonable

assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management

and the directors of the Company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use or disposition of the Company’s assets that could have a material effect on our financial statements.

Because of its inherent

limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed

the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020.

In making this assessment,

management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal

Control-Integrated Framework (2013).

Based on our assessment and those criteria, management concluded that as of December 31, 2020,

the Company’s internal control over financial reporting was effective.

This Annual Report

on Form 10-K does not include an attestation report from our registered public accounting firm regarding internal control over

financial reporting.

Our internal control over financial reporting was not subject to such attestation as we are a non-accelerated

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, 2021 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 Annual

Report on Internal Control Over Financial Reporting.

The Company’s management is responsible for establishing and maintaining

adequate internal control over financial reporting.

The Company’s internal control over financial reporting is a process designed

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with generally accepted accounting principles.

The Company’s internal

control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect transactions and dispositions of assets;

(2) provide reasonable assurances that transactions

are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company;

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the

Company’s assets that could have a material effect on our financial statements.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness

of the Company’s internal control over financial reporting as of December 31, 2021.

In making this assessment, management used the

criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework

Based on its assessment and those criteria, management concluded that as of December 31, 2021, the Company’s internal control

over financial reporting was effective.

This Annual Report on Form

10-K does not include an attestation report from our registered public accounting firm regarding internal control over financial reporting.

Our internal control over financial reporting was not subject to such attestation as we are a non-accelerated filer.

Changes in internal

controls over financial reporting .

There were no changes in the Company’s internal controls over financial reporting

that occurred during the fourth quarter of the fiscal year covered by this Annual Report on Form 10-K that have materially affected,

or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There were no changes in the Company’s internal controls over financial reporting that

occurred during the fourth quarter of the fiscal year covered by this Annual Report on Form 10-K that have materially affected, or are

reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION.

Item 5.03 Amendments to Articles of Incorporation or

Item 5.03 Amendments to Articles of Incorporation or Bylaws;

Change in Fiscal Year.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

The names, positions and ages of our directors

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

The names, positions and ages

of our directors and executive officers as of March 25, 2022, are as follows:

Chairman and Chief Executive Officer

Chief Medical Officer

Ludwig, Ph.D.

Chief Scientific and Technology Officer

Steve O’Loughlin

Chief Financial Officer (Principal Financial and Accounting Officer)

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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

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 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.

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.

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).

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

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.

Seth has served

in various business executive-level positions over the course of his career, has significant investment banking experience, has

developed significant management, operational and leadership skills and is well accustomed to interfacing with investors, analysts,

auditors, C-level executives, and outside advisors, led us to conclude that Mr.

He has several patents related to use of radiopharmaceuticals

as conditioning agents for adoptive cell therapies and as therapeutic combinations.

Seth has served in

various business executive-level positions over the course of his career, has significant investment banking experience, has developed

significant management, operational and leadership skills and is well accustomed to interfacing with investors, analysts, auditors, C-level

executives, and outside advisors, led us to conclude that Mr.

Seth should serve as a director.

Berger, MD., Chief Medical Officer

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

Prior to Deciphera, 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.

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

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.

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 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

biologic oncology drugs including Erbitux®, CyramzaTM, Portrazza®, and LartruvoTM as well as the clinical advancement of

10 additional therapeutic antibodies.

Most recently, Dr.

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

Research - Biologics Technology.

In this role he was responsible for directing antibody discovery and development for oncology

biologics and contributed to key strategic and project advancement efforts.

Ludwig was a member of the Oncology Research Senior

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

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

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

in Microbiology from East Carolina University.

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

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

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

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

O’Loughlin has a B.S.

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 2012, Mr.

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.

O’Loughlin has

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.

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 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.

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

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

From 2014 to 2016,

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

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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.

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.

David Nicholson has been a

Director of the Company since 2008.

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

March 2015, Dr.

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

president, Actavis Global Brands R&D.

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.

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).

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

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

From 1988-2007, Dr.

Nicholson held various

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

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

with Organon, a business unit of Akzo Nobel.

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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.

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.

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

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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

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 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.

(“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, 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.

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.

Shetty earned a Ph.D.

in Metallurgy and B.A.

Natural Sciences from Trinity College,

Cambridge University and a Master of Business Administration from Carnegie Mellon University.

Shetty has served as a member

of Agile Therapeutics, Inc.’s board of directors since February 2016.

Shetty was bestowed the title of Baron

by King Albert II of Belgium for his exceptional merits.

He is a member of the Board of Trustees of Carnegie Mellon University,

serves on the Board of Governors for GS1 (Global Standards) in Belgium and formerly served on the Corporate Advisory Board of the

John Hopkins Carey Business School.

Shetty was named as chairperson of the Vlaams Instituut voor Biotechnologie (VIB),

a Belgium based life sciences research institute focused on translating scientific results into pharmaceutical, agricultural and

industrial applications.

In addition, he was elected Manager of the Year in 2004 in Flanders and received a Life-Time Achievement

Award in India in 2010.

Natural Sciences from Trinity College, Cambridge

University and a Master of Business Administration from Carnegie Mellon University.

Shetty has served as a member of Agile Therapeutics,

Inc.’s board of directors since February 2016.

Shetty was bestowed the title of Baron by King Albert II of Belgium

for his exceptional merits.

He is a member of the Board of Trustees of Carnegie Mellon University, serves on the Board of Governors for

GS1 (Global Standards) in Belgium and formerly served on the Corporate Advisory Board of the John Hopkins Carey Business School.

Shetty was named as chairperson of the Vlaams Instituut voor Biotechnologie (VIB), a Belgium based life sciences research institute

focused on translating scientific results into pharmaceutical, agricultural and industrial applications.

In addition, he was elected Manager

of the Year in 2004 in Flanders and received a Life-Time Achievement Award in India in 2010.

We believe Dr.

Shetty’s qualifications to sit on our Board include his extensive pharmaceutical experience

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

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.

Shetty’s qualifications

to sit on our Board include his extensive pharmaceutical experience leading commercial and supply chain operations and his significant

education background.

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.

1 unchanged sentence

Steinhart, Director

Steinhart has served as our Director

and Chairman of the Audit Committee since November 2013.

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.

1 unchanged sentence

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.

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.

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

financial officer, treasurer and secretary.

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.

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

From April 2006 through December 2013,

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 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 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.

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

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

Our Board of Directors

oversees our business affairs and monitors the performance of management.

In accordance with our corporate governance principles,

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

The Directors keep themselves informed through discussions

with the Chairman and Chief Executive Officer and other key executives and by reading the reports and other materials that we send

them and by participating in Board of Directors and committee meetings.

Our Board of Directors oversees

our business affairs and monitors the performance of management.

In accordance with our corporate governance principles, our Board of

Directors does not involve itself in day-to-day operations.

The Directors keep themselves informed through discussions with the Chairman

and Chief Executive Officer and other key executives and by reading the reports and other materials that we send them and by participating

in Board of Directors and committee meetings.

Term of Office

1 unchanged sentence

into three classes, designated Class I, Class II and Class III.

Class I shall consists of two directors, Class II shall consist

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;

Class I shall consists of two directors, Class II shall consist 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 2024 annual meeting of stockholders;

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

and the term of office for each Class

III director expires at the 2022 annual meeting of stockholders.

The term of each director

3 unchanged sentences

Richard Steinhart

Notwithstanding the

foregoing, each director shall serve until his successor is duly elected and qualified, or until his or her retirement, death,

resignation or removal.

Notwithstanding the foregoing,

each director shall serve until his successor is duly elected and qualified, or until his retirement, death, resignation or removal.

Director Independence

We use the definition

of “independence”

We use the definition of “independence”

of the NYSE American stock exchange to make this determination.

We are listed on the NYSE American

under the symbol “ATNM”.

We are listed on the NYSE American under the symbol “ATNM”.

NYSE MKT corporate governance rule Sec.

803(A)(2) provides that an “independent director”

means a person other than an executive officer or employee of the company.

No director qualifies as independent unless the issuer’s

board of directors affirmatively determines that the director does not have a relationship that would interfere with the exercise

of independent judgment in carrying out the responsibilities of a director.

Under the NYSE American director independence rules,

803(A)(2) provides that an “independent director” means a person other than an executive

officer or employee of the company.

No director qualifies as independent unless the issuer’s board of directors affirmatively determines

that the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities

of a director.

Under the NYSE American director independence rules, Jeffrey W.

Chell, David Nicholson, Ajit S.

1 unchanged sentence

Steinhart are independent directors of the Company.

Chief Executive Officer’s Compensation

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.

Chief Executive Officer Compensation

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.

Seth entered into an employment agreement

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, Mr.

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’s annual base salary

was set at $578,191, and for 2021, his annual base salary was set at $615,000.

When and if granted, 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.

The options 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.

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

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

Seth’s 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.

1 unchanged sentence

(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, 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 (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

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

Seth, and (iv) a

single lump sum payment equal to the Pro-Rated Bonus.

Chief Financial Officer/Principal

Financial Officer Compensation

On August 12, 2020, we entered into an employment agreement with Mr.

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

Under the terms of the employment agreement,

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.

For 2020, Mr.

O’Loughlin’s annual base salary was

set at $330,000, and for 2021, his annual base salary was set at $370,000.

When and if granted, 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.

The options will

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

O’Loughlin’s continuing service with the Company.

Loughlin 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

In addition, if we terminate

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

O’Loughlin resigns for

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

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.

Board of Directors Meetings and Attendance

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.

During 2021, 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, 2021.

Committees of the Board of Directors

Our Board of Directors

has formed three standing committees:

audit, compensation and corporate governance.

Our Board of Directors has

formed three standing committees:

Audit, Compensation and Nominating and Corporate Governance.

Actions taken by our committees are reported

3 unchanged sentences

Compensation Committee

Corporate Governance Committee

Nominating and Corporate

Governance Committee

David Nicholson*

David Nicholson

Indicates committee chair

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.

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

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 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.

The Audit Committee met four times during 2021.

Each member of the Audit Committee

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

Each member of the Audit Committee was present at all of the Audit Committee

meetings held during 2021.

Compensation Committee

Our Compensation Committee, which currently

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

Our Compensation Committee,

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

and stockholder interests.

The Compensation Committee met one time during 2021.

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;

overseeing our compensation plans, including the establishment of performance goals under the Company’s incentive compensation arrangements and the review of performance against those goals in determining incentive award payouts;

overseeing our executive employment contracts, special retirement benefits, severance, change in control arrangements and/or similar plans;

acting as administrator of any company stock option plans;

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.

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

firms retained by our compensation committee and management also will, if requested, provide assistance to the Compensation Committee

in making its compensation-related decisions.

Each member of the Compensation Committee was present

at the meeting held in 2021.

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;

our compensation plans, including the establishment of performance goals under the Company’s incentive compensation arrangements

and the review of performance against those goals in determining incentive award payouts;

our executive employment contracts, special retirement benefits, severance, change in control arrangements and/or similar plans;

as administrator of any company stock option plans;

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.

Outside consulting firms retained

by our compensation committee and management also will, if requested, provide assistance to the Compensation Committee in making its compensation-related

We paid consultant fees to StreeterWyatt of $22,000 during the year ended December 31, 2021.

Corporate Governance Committee

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.

Our independent directors

include Jeffrey W.

Chell, David Nicholson, Richard I.

Steinhart and Ajit S.

These directors are charged with the responsibility

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

sector, experience with public companies, executive managerial experience, operations and commercial experience, fundraising experience

and contacts in the investment banking industry, personal and skill set compatibility with current Board members, industry reputation,

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.

Nominating and Corporate Governance Committee

Our Nominating and Corporate

Governance Committee, which currently consists of three directors is charged with the responsibility of reviewing our corporate governance

policies and proposing potential director nominees to the Board for consideration.

The Nominating and Corporate Governance Committee was

formed on November 4, 2021 and met one time during 2021.

Our Nominating and Corporate

Governance Committee’s primary responsibilities and obligations include, among other things:

● overseeing the administration of our Code of Business Ethics

and Conduct and related policies;

● leading the search for and recommending individuals qualified

to become members of the Board, and selecting director nominees to be presented for election by the shareholders at each annual meeting;

● ensuring, in cooperation with the Compensation Committee,

that no agreements or arrangements are made with directors or relatives of directors for providing professional or consulting services

to us or our affiliate or individual officer or one of their affiliated, without appropriate review and evaluation for conflicts of interest;

● assessing the independence of directors annually

and report to the Board;

● recommending to the Board for its approval, the

leadership structure of the Board, including whether the Board should have an executive or non-executive Chairman, whether the roles of

Chairman and Chief Executive Officer should be combined, and whether a Lead Director of the Board should be appointed;

provided that such

structure shall be subject to the bylaws of the Company then in effect;

● ensuring that Board members do not serve on more than six

other for-profit public company boards that have a class of securities registered under the Exchange Act in addition to the Board;

● reviewing the Board’s committee structure and to recommend

to the Board for its approval directors to serve as members of each committee as well as recommendations for committee chairs;

● reviewing and recommending changes to procedures

whereby shareholders may communicate with the Board;

● reviewing recommendations received from shareholders for persons

to be considered for nomination to the Board;

● monitoring compliance with our corporate governance guidelines;

● developing and implementing an annual self-evaluation of the

Board, both individually and as a Board, and of its committees;

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, 7th Floor, New York, New York 10016.

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.

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” below.

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

Our approach toward Board

diversity takes 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, customer relationships and appropriate perspectives on environmental,

social and governance matters.

Generally, we strive to assemble and maintain 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

also consider candidates with appropriate non-business backgrounds.

Lead Director

September 2017, our board of directors created the position of Lead Director.

Our board of directors designated David Nicholson,

an existing independent director, as our Lead Director.

Pursuant to the charter of the Lead Director, the Lead Director shall be

an independent, non-employee director designated by our board of directors who shall serve in a lead capacity to coordinate

the activities of the other non-employee directors, interface with and advise management, and perform such other duties

as are specified in the charter or as our board of directors may determine.

Our board of directors designated David Nicholson, an existing

independent director, as our Lead Director.

Pursuant to the charter of the Lead Director, the Lead Director shall be an independent, non-employee director

designated by our board of directors who shall serve in a lead capacity to coordinate the activities of the other non-employee directors,

interface with and advise management, and perform such other duties as are specified in the charter or as our board of directors may determine.

Family Relationships

There are no family

relationships among any of our officers or directors.

There are no family relationships

among any of our officers or directors.

Involvement in Certain Legal Proceedings

To our knowledge, none

of our current directors or executive officers has, during the past ten years:

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

To our knowledge, none of

our current directors or executive officers has, during the past ten years:

convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association

of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or

federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type

of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with

persons engaged in any such activity;

been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

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been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth

in our discussion below in “Certain Relationships and Related Transactions,”

none of our directors or executive officers

has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required

to be disclosed pursuant to the rules and regulations of the SEC.

Except as set forth in our

discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been

involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed

pursuant to the rules and regulations of the SEC.

Code of Ethics

The Company has adopted

a code of ethics, a copy of which is attached as Exhibit 14.1 to the Form 8-K filed on January 2, 2013.

Compliance with Section 16 (a) of the Exchange Act

Under Section 16(a)

of the Exchange Act, our directors and certain of our officers, and persons holding more than 10 percent of our common stock are

required to file forms reporting their beneficial ownership of our common stock and subsequent changes in that ownership with the

United States Securities and Exchange Commission.

Based solely upon a

review of copies of such forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us, we believe that as of December

31, 2020, our executive officers and directors have complied on a timely basis with all Section 16(a) filing requirements.

The Company has adopted a

code of ethics, a copy of which is attached as Exhibit 14.1 to the Form 8-K filed on January 2, 2013.

Compliance with Section 16 (a) of the Exchange

Under Section 16(a) of the

Exchange Act, our directors and certain of our officers, and persons holding more than 10 percent of our common stock are required to

file forms reporting their beneficial ownership of our common stock and subsequent changes in that ownership with the United States Securities

and Exchange Commission.

Based solely upon a review

of copies of such forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us, we believe that as of December 31, 2021, our

executive officers and directors have complied on a timely basis with all Section 16(a) filing requirements.

Compensation Discussion and Analysis

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of our Board of Directors has the responsibility to review, determine and approve the compensation for our executive officers.

Further, our Compensation Committee oversees our overall compensation strategy, including compensation policies, plans and programs

that cover all employees.

At our 2019 Annual Meeting of Stockholders, our Stockholders voted on an advisory basis with respect

to our compensation program during 2018 for named executive officers.

Of the votes cast (excluding abstentions and broker non-votes),

72.1% were cast in support of the program.

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

four executive officers, each of whom serves as a “Named Executive Officer”

(or NEO) for purposes of SEC reporting:

(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 Chief Financial Officer, (3) Mark Berger, our Chief Medical Officer and (4) Dale Ludwig,

our Chief Scientific and Technology Officer.

our Compensation Committee oversees our overall compensation strategy, including compensation policies, plans and programs that cover

all employees.

At our 2019 Annual Meeting of Stockholders, our Stockholders voted on an advisory basis with respect to our compensation

program during 2018 for named executive officers.

Of the votes cast (excluding abstentions and broker non-votes), 72.1% were cast in support

of the program.

In light of this, in reviewing the executive compensation program for 2020 and 2021, 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 two executive

officers, each of whom serves as a “Named Executive Officer” (or NEO) for purposes of SEC reporting:

(1) Sandesh Seth, our

Chairman and Chief Executive Officer (who we refer to in this Compensation Discussion and Analysis as our CEO) and (2) Steve O’Loughlin,

our Chief Financial Officer.

Two executive officers, who were formerly NEOs, Mark Berger, our former Chief Medical Officer and Dale Ludwig,

our former Chief Scientific and Technology Officer, both resigned from the Company during 2021.

This Compensation Discussion

and Analysis sets forth a discussion of the compensation for our NEOs as well as a discussion of our philosophies underlying the

compensation for our NEOs and our employees generally.

and Analysis sets forth a discussion of the compensation for our NEOs as well as a discussion of our philosophies underlying the compensation

for our NEOs and our employees generally.

Objectives of Our Compensation Program

The Compensation Committee’s

philosophy seeks to align the interests of our stockholders, officers and employees by tying compensation to individual and company

performance, both directly in the form of salary or annual cash incentive payments, and indirectly in the form of equity awards.

The objectives of our compensation program enhance our ability to:

The Compensation Committee’s

philosophy seeks to align the interests of our stockholders, officers and employees by tying compensation to individual and company performance,

both directly in the form of salary or annual cash incentive payments, and indirectly in the form of equity awards.

The objectives of

our compensation program enhance our ability to:

attract and retain qualified and talented individuals;

provide reasonable and appropriate incentives and rewards to our team for building long-term value within our company, in each case in a manner comparable to companies similar to ours.

In addition, we strive

to be competitive with other similarly situated companies in our industry.

The process of developing pharmaceutical products and

bringing those products to market is a long-term proposition and outcomes may not be measurable for several years.

Therefore, in

order to build long-term value for our company and its stockholders, and in order to achieve our business objectives, we believe

that we must compensate our officers and employees in a competitive and fair manner that reflects current company activities but

also reflects contributions to building long-term value.

We utilize the services

of StreeterWyatt Governance LLC to review compensation programs of peer companies in order to assist the Compensation Committee

in determining the compensation levels for our NEOs, as well as for other employees of our company.

StreeterWyatt is a recognized

independent consulting company and services clients throughout the United States.

Elements of Our Compensation Program and Why We Chose Each

Main Compensation

In addition, we strive to

be competitive with other similarly situated companies in our industry.

The process of developing pharmaceutical products and bringing

those products to market is a long-term proposition and outcomes may not be measurable for several years.

Therefore, in order to build

long-term value for our company and its stockholders, and in order to achieve our business objectives, we believe that we must compensate

our officers and employees in a competitive and fair manner that reflects current company activities but also reflects contributions to

building long-term value.

We utilize the services of

StreeterWyatt Governance LLC to review compensation programs of peer companies in order to assist the Compensation Committee in determining

the compensation levels for our NEOs, as well as for other employees of our company.

StreeterWyatt is a recognized independent consulting

company and services clients throughout the United States.

Elements of Our Compensation Program and Why

We Chose Each

Main Compensation Components

Our company-wide compensation

program, including for our NEOs, is broken down into three main components:

base salary, performance cash bonuses and potential

long-term compensation in the form of stock options or restricted stock awards.

We believe these three components constitute the

minimum essential elements of a competitive compensation package in our industry.

Base salary is used

to recognize the experience, skills, knowledge and responsibilities required of our NEOs as well as recognizing the competitive

nature of the biopharmaceutical industry.

This is determined partially by evaluating our peer companies as well as the degree of

responsibility and experience levels of our NEOs and their overall contributions to our company.

Base salary is one component of

the compensation package for NEOs;

the other components being cash bonuses, annual equity grants, and company benefit programs.

Base salary is determined in advance whereas the other components of compensation are awarded in varying degrees following an assessment

of the performance of a NEO.

This approach to compensation reflects the philosophy of our board of directors and its Compensation

Committee to emphasize and reward, on an annual basis, performance levels achieved by our NEOs.

Performance Bonus

We have a performance

bonus plan under which bonuses are paid to our NEOs based on achievement of company performance goals and objectives established

by the Compensation Committee and/or our board of directors as well as on individual performance.

The bonus program is discretionary

and is intended to:

(i) strengthen the connection between individual compensation and our company’s achievements;

(ii) encourage

teamwork among all disciplines within our company;

(iii) reinforce our pay-for-performance philosophy by awarding higher bonuses

to higher performing employees;

and (iv) help ensure that our cash compensation is competitive.

Depending on the cash position

of the company, the Compensation Committee and our board of directors have the discretion to not pay cash bonuses in order that

we may conserve cash and support ongoing development programs and commercialization efforts.

Regardless of our cash position, we

consistently grant annual merit-based stock options to continue incentivizing both our senior management and our employees.

base salary, performance cash bonuses and potential long-term

compensation in the form of stock options or restricted stock awards.

We believe these three components constitute the minimum essential

elements of a competitive compensation package in our industry.

Base salary is used to recognize

the experience, skills, knowledge and responsibilities required of our NEOs as well as recognizing the competitive nature of the biopharmaceutical

This is determined partially by evaluating our peer companies as well as the degree of responsibility and experience levels

of our NEOs and their overall contributions to our company.

Base salary is one component of the compensation package for NEOs;

components being cash bonuses, annual equity grants, and company benefit programs.

Base salary is determined in advance whereas the other

components of compensation are awarded in varying degrees following an assessment of the performance of a NEO.

This approach to compensation

reflects the philosophy of our board of directors and its Compensation Committee to emphasize and reward, on an annual basis, performance

levels achieved by our NEOs.

Performance Bonus Plan

We have a performance bonus

plan under which bonuses are paid to our NEOs based on achievement of company performance goals and objectives established by the Compensation

Committee and/or our board of directors as well as on individual performance.

The bonus program is discretionary and is intended to:

strengthen the connection between individual compensation and our company’s achievements;

(ii) encourage teamwork among all disciplines

within our company;

(iii) reinforce our pay-for-performance philosophy by awarding higher bonuses to higher performing employees;

(iv) help ensure that our cash compensation is competitive.

Depending on the cash position of the company, the Compensation Committee

and our board of directors have the discretion to not pay cash bonuses in order that we may conserve cash and support ongoing development

programs and commercialization efforts.

Regardless of our cash position, we consistently grant annual merit-based stock options to continue

incentivizing both our senior management and our employees.

Based on their employment

agreements, each NEO is assigned a target payout under the performance bonus plan, expressed as a percentage of base salary for

Actual payouts under the performance bonus plan are based on the achievement of corporate performance goals and an assessment

of individual performance, each of which is separately weighted as a component of such officer’s target payout.

For the NEOs,

the corporate goals receive the highest weighting in order to ensure that the bonus system for our management team is closely tied

to our corporate performance.

Each employee also has specific individual goals and objectives as well that are tied to the overall

corporate goals.

For employees, mid-year and end-of-year progress is reviewed with the employees’

Equity Incentive

agreements, each NEO is assigned a target payout under the performance bonus plan, expressed as a percentage of base salary for the year.

Actual payouts under the performance bonus plan are based on the achievement of corporate performance goals and an assessment of individual

performance, each of which is separately weighted as a component of such officer’s target payout.

For the NEOs, the corporate goals

receive the highest weighting in order to ensure that the bonus system for our management team is closely tied to our corporate performance.

Each employee also has specific individual goals and objectives as well that are tied to the overall corporate goals.

For employees, mid-year

and end-of-year progress is reviewed with the employees’ managers.

Equity Incentive Compensation

We view long-term compensation,

currently in the form of stock options and restricted stock generally vesting in annual increments over four years, as a tool to

align the interests of our NEOs and employees generally with the creation of stockholder value, to motivate our employees to achieve

and exceed corporate and individual objectives and to encourage them to remain employed by the company.

While cash compensation

is a significant component of employees’

overall compensation, the Compensation Committee and our board of directors (as

well as our NEOs) believe that the driving force of any employee working in a small biotechnology company should be strong equity

participation.

We believe that this not only creates the potential for substantial longer-term corporate value but also serves

to motivate employees and retain their loyalty and commitment with appropriate personal compensation.

currently in the form of stock options generally vesting in annual increments over four years, as a tool to align the interests of our

NEOs and employees generally with the creation of stockholder value, to motivate our employees to achieve and exceed corporate and individual

objectives and to encourage them to remain employed by the company.

While cash compensation is a significant component of employees’

overall compensation, the Compensation Committee and our board of directors (as well as our NEOs) believe that the driving force of any

employee working in a small biotechnology company should be strong equity participation.

We believe that this not only creates the potential

for substantial longer-term corporate value but also serves to motivate employees and retain their loyalty and commitment with appropriate

personal compensation.

Other Compensation

In addition to the

main components of compensation outlined above, we also have provided contractual severance and/or change in control benefits to

several employees including our CEO.

The change in control benefits for all applicable persons have a “double trigger.”

A double-trigger means that the executive officers will receive the change in control benefits described in the agreements only

if there is both (1) a Change in Control of our company (as defined in the agreements) and (2) a termination by us of the applicable

person’s employment “without cause”

or a resignation by the applicable persons for “good reason”

(as defined in the agreements) within a specified time period prior to or following the Change in Control.

We believe this double

trigger requirement creates the potential to maximize stockholder value because it prevents an unintended windfall to management

as no benefits are triggered solely in the event of a Change in Control while providing appropriate incentives to act in furtherance

of a change in control that may be in the best interests of the stockholders.

We believe these severances or change in control

benefits are important elements of our compensation program that assist us in retaining talented individuals at the executive and

senior managerial levels and that these arrangements help to promote stability and continuity of our executives and senior management

Further, we believe that the interests of our stockholders will be best served if the interests of these members of our management

are aligned with theirs.

We believe that providing change in control benefits lessens or eliminates any potential reluctance of

members of our management to pursue potential change in control transactions that may be in the best interests of the stockholders.

We also believe that it is important to provide severance benefits to members of our management, to promote stability and focus

on the job at hand.

We also provide benefits

to the executive officers that are generally available to all regular full-time employees of our company, including our medical

and dental insurance, and a 401(k) plan.

Further, we do not have deferred compensation plans, pension arrangements or post-retirement

health coverage for our executive officers or employees.

All of our employees not specifically under contract are “at-will”

employees, which means that their employment can be terminated at any time for any reason by either us or the employee.

Determination of

Compensation Amounts

A number of factors

impact the determination of compensation amounts for our NEOs, including the individual’s role in the company and individual

performance, length of service with the company, competition for talent, individual compensation package, assessments of internal

pay equity and industry data.

Stock price performance has generally not been a factor in determining annual compensation because

the price of our common stock is subject to a variety of factors outside of our control.

Industry Survey

In collaboration with

StreeterWyatt, we establish and maintain a list of peer companies to best assure ourselves that we are compensating our executives

on a fair and reasonable basis, as set forth above under the heading “Objectives of our Compensation Program.”

utilize StreeterWyatt-prepared data for below-executive level personnel, which data focuses on biotechnology companies that can

be considered peers in terms of numerous variables including phase of development, size, therapeutic and technological focus among

The availability of peer data is used by the Compensation Committee strictly as a guide in determining compensation levels

with regard to salaries, cash bonuses and performance related annual equity grants to all employees.

However, the availability

of this data does not imply that the Compensation Committee is under any obligation to exactly follow peer companies in compensation

Determination of

Base Salaries

As a guideline for

NEO base salary, we perform formal benchmarks against respective comparable positions in our established peer group.

salaries based on our assessment of our NEOs’

levels of responsibility, experience, overall compensation structure and individual

The Compensation Committee is not obliged to raise salaries purely on the availability of data.

Merit-based increases

to salaries of executive officers are based on our assessment of individual performance and the relationship to applicable salary

Cost of living adjustments may also be a part of that assessment.

Performance Bonus

Concurrently with the

beginning of each calendar year, preliminary corporate goals that reflect our business priorities for the coming year are prepared

by the CEO with input from the other executive officers.

In addition to the main components

of compensation outlined above, we also have provided contractual severance and/or change in control benefits to several employees including

The change in control benefits for all applicable persons have a “double trigger.” A double-trigger means that the

executive officers will receive the change in control benefits described in the agreements only if there is both (1) a Change in Control

of our company (as defined in the agreements) and (2) a termination by us of the applicable person’s employment “without cause”

or a resignation by the applicable persons for “good reason” (as defined in the agreements) within a specified time period

prior to or following the Change in Control.

We believe this double trigger requirement creates the potential to maximize stockholder

value because it prevents an unintended windfall to management as no benefits are triggered solely in the event of a Change in Control

while providing appropriate incentives to act in furtherance of a change in control that may be in the best interests of the stockholders.

We believe these severances or change in control benefits are important elements of our compensation program that assist us in retaining

talented individuals at the executive and senior managerial levels and that these arrangements help to promote stability and continuity

of our executives and senior management team.

Further, we believe that the interests of our stockholders will be best served if the interests

of these members of our management are aligned with theirs.

We believe that providing change in control benefits lessens or eliminates

any potential reluctance of members of our management to pursue potential change in control transactions that may be in the best interests

of the stockholders.

We also believe that it is important to provide severance benefits to members of our management, to promote stability

and focus on the job at hand.

We also provide benefits to

the executive officers that are generally available to all regular full-time employees of our company, including our medical and dental

insurance, and a 401(k) plan.

Further, we do not have deferred compensation plans, pension arrangements or post-retirement health coverage

for our executive officers or employees.

All of our employees not specifically under contract are “at-will” employees, which

means that their employment can be terminated at any time for any reason by either us or the employee.

Determination of Compensation

A number of factors impact

the determination of compensation amounts for our NEOs, including the individual’s role in the company and individual performance,

length of service with the company, competition for talent, individual compensation package, assessments of internal pay equity and industry

Stock price performance has generally not been a factor in determining annual compensation because the price of our common stock

is subject to a variety of factors outside of our control.

Industry Survey Data

In collaboration with StreeterWyatt,

we establish and maintain a list of peer companies to best assure ourselves that we are compensating our executives on a fair and reasonable

basis, as set forth above under the heading “Objectives of our Compensation Program.” We also utilize StreeterWyatt-prepared

data for below-executive level personnel, which data focuses on biotechnology companies that can be considered peers in terms of numerous

variables including phase of development, size, therapeutic and technological focus among others.

The availability of peer data is used

by the Compensation Committee strictly as a guide in determining compensation levels with regard to salaries, cash bonuses and performance

related annual equity grants to all employees.

However, the availability of this data does not imply that the Compensation Committee is

under any obligation to exactly follow peer companies in compensation matters.

Determination of Base Salaries

As a guideline for NEO base

salary, we perform formal benchmarks against respective comparable positions in our established peer group.

We adjust salaries based on

our assessment of our NEOs’ levels of responsibility, experience, overall compensation structure and individual performance.

Compensation Committee is not obliged to raise salaries purely on the availability of data.

Merit-based increases to salaries of executive

officers are based on our assessment of individual performance and the relationship to applicable salary ranges.

Cost of living adjustments

may also be a part of that assessment.

Performance Bonus Plan

Concurrently with the beginning

of each calendar year, preliminary corporate goals that reflect our business priorities for the coming year are prepared by the CEO with

input from the other executive officers.

These goals are weighted by relative importance.

The draft goals and proposed

weightings are presented to the Compensation Committee and the Board and discussed, revised as necessary, and then approved by

our board of directors.

The Compensation Committee then reviews the final goals and their weightings to determine and confirm their

appropriateness for use as performance measurements for purposes of the bonus program.

The goals and/or weightings may be re-visited

during the year and potentially restated in the event of significant changes in corporate strategy or the occurrence of significant

corporate events.

Following the agreement of our Board on the corporate objectives, the goals are then shared with all employees

in a formal meeting(s), and are reviewed periodically throughout the year.

Determination of

Equity Incentive Compensation

The draft goals and proposed weightings are

presented to the Compensation Committee and the Board and discussed, revised as necessary, and then approved by our board of directors.

The Compensation Committee then reviews the final goals and their weightings to determine and confirm their appropriateness for use as

performance measurements for purposes of the bonus program.

The goals and/or weightings may be re-visited during the year and potentially

restated in the event of significant changes in corporate strategy or the occurrence of significant corporate events.

Following the agreement

of our Board on the corporate objectives, the goals are then shared with all employees in formal meetings and are reviewed periodically

throughout the year.

Determination of Equity

Incentive Compensation

To assist us in assessing

the reasonableness of our equity grant amounts, we have reviewed StreeterWyatt supplied information.

Such information included

equity data from a cross-section of similar companies in our industry.

Such information included equity

data from a cross-section of similar companies in our industry.

Equity Grant Practices

All stock options and/or

restricted stock granted to the NEOs and other executives are approved by the Compensation Committee.

Exercise prices for options

are set at the closing price of our common stock on the date of grant.

All stock options and/or restricted

stock granted to the NEOs and other executives are approved by the Compensation Committee.

Exercise prices for options are set at the

closing price of our common stock on the date of grant.

Grants are generally made:

(i) on the employee’s start

date and (ii) at board of director meetings held once each year and following annual performance reviews.

However, grants have

been made at other times during the year.

(i) on the employee’s start date and (ii) at

board of director meetings held once each year and following annual performance reviews.

However, grants have been made at other times

during the year.

The size of year-end grants for each NEO is assessed against our internal equity guidelines.

Current market conditions for grants for comparable positions and internal equity may also be assessed.

Also, grants may be made

in connection with promotions or job-related changes in responsibilities.

In addition, on occasion, the Compensation Committee

may make additional special awards for extraordinary individual or company performance.

Compensation Setting

Annually, at a meeting

of our Board of Directors and the Compensation Committee, overall corporate performance and relative achievement of the corporate

goals for the prior year are assessed.

The relative achievement of each goal is assessed and quantified and the summation of the

individual components results in a corporate goal rating, expressed as percentages.

The Compensation Committee then approves the

final disbursement of salary increases, cash bonuses and option or restricted stock grants.

Current market conditions

for grants for comparable positions and internal equity may also be assessed.

Also, grants may be made in connection with promotions or

job-related changes in responsibilities.

In addition, on occasion, the Compensation Committee may make additional special awards for extraordinary

individual or company performance.

Compensation Setting Process

Annually, at a meeting of

our Board of Directors and the Compensation Committee, overall corporate performance and relative achievement of the corporate goals for

the prior year are assessed.

The relative achievement of each goal is assessed and quantified and the summation of the individual components

results in a corporate goal rating, expressed as percentages.

The Compensation Committee then approves the final disbursement of salary

increases, cash bonuses and option or restricted stock grants.

The Compensation Committee

looks to the CEO’s performance assessments of the other NEOs and his recommendations regarding a performance rating for each,

as well as input from the other members of our board of directors.

These recommendations may be adjusted by the Compensation Committee

prior to finalization.

For the CEO, the Compensation Committee evaluates his performance, taking into consideration input from

the other members of our board of directors, and considers the achievement of overall corporate objectives by both the CEO specifically

and the company generally.

The CEO is not present during the Compensation Committee’s deliberations regarding his compensation.

looks to the CEO’s performance assessments of the other NEOs and his recommendations regarding a performance rating for each, as

well as input from the other members of our board of directors.

These recommendations may be adjusted by the Compensation Committee prior

to finalization.

For the CEO, the Compensation Committee evaluates his performance, taking into consideration input from the other members

of our board of directors, and considers the achievement of overall corporate objectives by both the CEO specifically and the company

The CEO is not present during the Compensation Committee’s deliberations regarding his compensation.

The Compensation Committee

has the authority to directly engage, at our company’s expense, any compensation consultants or other advisors (such as StreeterWyatt)

that it deems necessary to determine the amount and form of employee, executive and director compensation.

In determining the amount

and form of employee, executive and director compensation, the Compensation Committee has reviewed and discussed historical salary

information as well as salaries for similar positions at comparable companies.

However, the availability of this data does not

imply that the Compensation Committee is under any obligation to exactly follow peer companies’

compensation practices.

We paid consultant

fees to StreeterWyatt of $20,000 during the year ended December 31, 2020.

NEOs may have indirect input in the compensation results

for other executive officers by virtue of their participation in the performance review and feedback process for the other executive

In determining the amount and

form of employee, executive and director compensation, the Compensation Committee has reviewed and discussed historical salary information

as well as salaries for similar positions at comparable companies.

However, the availability of this data does not imply that the Compensation

Committee is under any obligation to exactly follow peer companies’ compensation practices.

We paid consultant fees to

StreeterWyatt of $22,000 during the year ended December 31, 2021.

NEOs may have indirect input in the compensation results for other executive

officers by virtue of their participation in the performance review and feedback process for the other executive officers.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table

provides information regarding the compensation earned during the years ended December 31, 2020 and 2019 for our named executive

The following table provides

information regarding the compensation earned during the years ended December 31, 2021 and 2020 for our named executive officers.

Name/Position

Steve O’Loughlin

The bonus disclosed in this column relates

to performance in the prior year, but was contingent upon board approval, and was paid in the year disclosed.

The dollar amounts in this column represent the aggregate grant date fair value of all option awards granted during the indicated year.

These amounts have been calculated in accordance with FASB ASC Topic 718, using the Black-Scholes option-pricing model.

For a discussion of valuation assumptions, see Note 6 to our financial statements.

Chairman and Chief Executive Officer

Mark Berger (3)

Former Chief Medical Officer

Dale Ludwig (4)

Former Chief Scientific and Technology Officer

Steve O’Loughlin

Chief Financial Officer

The bonus disclosed in this column relates to

performance in the prior year, but was contingent upon board approval, and was paid in the year disclosed.

The dollar amounts in this column represent the

aggregate grant date fair value of all option awards granted during the indicated year.

These amounts have been calculated in accordance

with FASB ASC Topic 718, using the Black-Scholes option-pricing model.

For a discussion of valuation assumptions, see Note 6 to our financial

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

On September 24, 2021, Dr.

Berger resigned as the Chief Medical Officer

On July 26, 2021, Dr.

Ludwig resigned as the Chief Scientific and Technology Officer

Narrative Disclosure to Summary Compensation

For a discussion of the material

terms of each named executive officer’s employment agreement or arrangement, refer to the sections above titled “Directors,

Executive Officers and Corporate Governance—Chief Executive Officer Compensation” and “Directors, Executive Officers

and Corporate Governance—Chief Financial Officer/Principal Financial Officer Compensation.”

On September 1, 2021, Mr.

Seth was granted an option to purchase 310,182 shares of common stock and Mr.

O’Loughlin was granted an option to purchase 107,463

shares of common stock.

The options have an exercise price of $6.07 per share and will expire on September 1, 2031.

Pursuant to the terms

of the Company’s Amended and Restated 2019 Stock Plan, 2% of the options will vest each month from September 1, 2021 until fully

Director Compensation

The following table

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

The following table sets forth

the compensation of our non-employee directors for the year ended December 31, 2021:

David Nicholson

Richard Steinhart

The dollar amounts in this column represent the aggregate grant date fair value of all option awards granted during the indicated year.

These amounts have been calculated in accordance with FASB ASC Topic 718, using the Black-Scholes option-pricing model.

For a discussion of valuation assumptions, see Note 7 to our financial statements.

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

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

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

dollar amounts in this column represent the aggregate grant date fair value of all option awards granted during the indicated year.

amounts have been calculated in accordance with FASB ASC Topic 718, using the Black-Scholes option-pricing model.

For a discussion of

valuation assumptions, see Note 6 to our financial statements.

These amounts do not necessarily correspond to the actual value that may

be recognized from the option awards by the NEOs.

December 31, 2021, the aggregate number of option awards outstanding for each director was as follows:

Chell, 40,017, (ii)

Nicholson, 46,679, (iii) for Dr.

3 unchanged sentences

are paid an annual fee of $40,000 and receive annual option grants.

Nicholson as Lead Director receives an additional annual

fee of $10,000.

Nicholson as Lead Director receives an additional annual fee of

Board committee members receive the following compensation:

BOD Committee

Corporate Governance

Nominating and Corporate Governance

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table

sets forth all unexercised options that have been awarded to our named executives by the Company that were outstanding as of December

The following table sets forth

all unexercised options that have been awarded to our named executives by the Company that were outstanding as of December 31, 2021.

Option Awards

2 unchanged sentences

Unexercised Unearned

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.

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

Indemnification of Directors and Officers

Section 102(b)(7) of

the Delaware General Corporation Law allows a corporation to provide in its certificate of incorporation that a director of the

corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty

as a director, except where the directors breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct

or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate

law or obtained an improper personal benefit.

Section 102(b)(7) of the Delaware

General Corporation Law allows a corporation to provide in its certificate of incorporation that a director of the corporation will not

be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where

the directors breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law,

authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal

Our certificate of incorporation provides for this limitation of liability.

Section 145 of the

General Corporation Law of the State of Delaware provides that a Delaware corporation may indemnify any person who was, is or is

threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative

or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was

an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director,

officer employee or agent of another corporation or enterprise.

The indemnity may include expenses (including attorneys’

fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such

action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed

to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe

that his conduct was illegal.

A Delaware corporation may indemnify any persons who are, or were, a party to any threatened, pending

or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director,

officer, employee or agent of another corporation or enterprise.

The indemnity may include expenses (including attorneys’

fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided

such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best

interests, provided that no indemnification is permitted without judicial approval if the officer, director, employee or agent

is adjudged to be liable to the corporation.

Where an officer or director is successful on the merits or otherwise in the defense

of any action referred to above, the corporation must indemnify him against the expenses which such officer or directors has actually

and reasonably incurred.

Section 145 further

authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee

or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of

another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising

out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

Our bylaws provide

that we will indemnify our directors and officers to the fullest extent authorized by the General Corporation Law of the State

Expenses (including attorneys’

fees) incurred by an officer or director of the Corporation in defending

any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final

disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay

such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized

under Delaware law.

Such expenses (including attorneys’

fees) incurred by former directors and officers or other

employees and agents of the Company or by persons serving at the request of the Company as directors, officers, employees or agents

of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if

any, as the Company deems appropriate.

The indemnification

rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under

any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official

capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be

a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

We maintain a general

liability insurance policy that covers liabilities of directors and officers of our corporation arising out of claims based on

acts or omissions in their capacities as directors or officers.

We have also entered in to Indemnification Agreements with our

executive officers and directors.

At the present time,

there is no pending litigation or proceeding involving a director, officer, employee, or other agent of ours in which indemnification

would be required or permitted.

We are not aware of any threatened litigation or proceeding that may result in a claim for such

indemnification.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT

The following table

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;

Section 145 of the General

Corporation Law of the State of Delaware provides that a Delaware corporation may indemnify any person who was, is or is threatened to

be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative

(other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director,

employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer employee or agent

of another corporation or enterprise.

The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts

paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person

acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with

respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal.

A Delaware corporation

may indemnify any persons who are, or were, a party to any threatened, pending or completed action or suit by or in the right of the corporation

by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise.

The indemnity

may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense

or settlement of such action or suit, provided such person acted in good faith and in a manner he reasonably believed to be in or not

opposed to the corporation’s best interests, provided that no indemnification is permitted without judicial approval if the officer,

director, employee or agent is adjudged to be liable to the corporation.

Where an officer or director is successful on the merits or otherwise

in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or directors

has actually and reasonably incurred.

Section 145 further authorizes

a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation

or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise,

against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or

not the corporation would otherwise have the power to indemnify him under Section 145.

Our bylaws provide that we

will indemnify our directors and officers to the fullest extent authorized by the General Corporation Law of the State of Delaware.

(including attorneys’ fees) incurred by an officer or director of the Corporation in defending any civil, criminal, administrative

or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding

upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that

such person is not entitled to be indemnified by the Company as authorized under Delaware law.

Such expenses (including attorneys’

fees) incurred by former directors and officers or other employees and agents of the Company or by persons serving at the request of the

Company as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may

be so paid upon such terms and conditions, if any, as the Company deems appropriate.

The indemnification rights

set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any bylaw, agreement,

vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action

in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or

agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

We maintain a general liability

insurance policy that covers liabilities of directors and officers of our corporation arising out of claims based on acts or omissions

in their capacities as directors or officers.

We have also entered into Indemnification Agreements with our executive officers and directors.

At the present time, there

is no pending litigation or proceeding involving a director, officer, employee, or other agent of ours in which indemnification would

be required or permitted.

We are not aware of any threatened litigation or proceeding that may result in a claim for such indemnification.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows

the beneficial ownership of our Common Stock as of March 25, 2022 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;

(ii) each director;

(iii) each executive officer;

directors and executive officers as a group.

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.

and (iv) all directors and executive

officers as a group.

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.

of Common Stock subject to options and warrants currently exercisable or which may become exercisable within 60 days of March 25, 2022,

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,

Named Executive Officers and Directors

the principal address of each of the persons below is c/o Actinium Pharmaceuticals, Inc., 275 Madison Ave, 7th floor, New York, NY 10016.

Name of Beneficial Owner

Ownership (a)

Steve O’Loughlin

Mark Berger, M.D.

Dale Ludwig, Ph.D.

Beneficial Owners of 5% or More of Our Common Stock

Michael Bigger

1,314,106 (1)

Name Executive Officers and Directors

Steve O’Loughlin

David Nicholson, Ph.D.

2 unchanged sentences

Based on 22,143,974 shares of common stock outstanding as of March 25, 2022

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 address of record is 2250 Red Springs Drive, Las Vegas, NV 89135.

Based on the beneficial owner’s Schedule 13G filed February 9, 2022, shares beneficially owned consist of 323,236 shares of Common Stock owned by Bigger Capital Fund, LP (“Bigger Capital”), 118,417 shares of Common Stock issuable upon exercise of Warrants owned by Bigger Capital, 513,099 shares of Common Stock owned by District 2 Capital Fund LP (“District 2 CF”), 160,475 shares of Common Stock issuable upon exercise of Warrants owned by District 2 CF, 150,000 shares of Common Stock held by Mr.

Bigger through an IRA and another account, 107,771 shares of Common Stock through an IRA held by Patricia Winter, the spouse of Mr.

Bigger and an aggregate of 220,000 shares of Common Stock through an IRA held by the sons of Mr.

The warrants are subject to a 4.99% beneficial ownership limit.

The number of shares and percentage set forth above assume the no exercise of the warrants due to the beneficial ownership limit.

Bigger disclaims beneficial ownership of these securities.

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.

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

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

15 unchanged sentences

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

On September 1, 2021, Mr.

Seth was granted an option to purchase 310,182 shares of common stock at an exercise price of $6.07 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.

Within 60 days of March 25, 2022, options to purchase an aggregate of 230,357 shares of common stock will have vested.

Includes 5,381 shares of common stock.

On October 1, 2015, Mr.

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

O’Loughlin was granted options to purchase

3,333 shares of common stock with an exercise price of $53.70 per share.

On April 15, 2016, Mr.

O’Loughlin was granted options to

purchase of 1,666 shares of common stock at an exercise price of $59.70 per share.

On March 14, 2017, Mr.

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

price of $41.70 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 8,833 shares of common stock

at an exercise price of $23.487 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 13,333 shares

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

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.

was granted an option to purchase 59,066 shares of common stock at an exercise price of $9.55 per share.

On September 1, 2021, Mr.

was granted an option to purchase 107,463 shares of common stock at an exercise price of $6.07 per share.

All options are subject to vesting.

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 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 8,333 shares of common stock at an exercise price of $23.487 per share.

Within 60 days of March 25, 2022, options to purchase an aggregate of 67,519 shares of common stock will have vested.

Includes 1,183 shares

of common stock.

On April 27, 2018, Dr.

Chell was 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.

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 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 6,666 shares of common stock with an exercise price of $21.69 per share.

Chell 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.

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

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, Dr.

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

Chell was granted an option to purchase 8,333

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

On September 1, 2021, Dr.

Chell was granted an option to purchase 18,351

shares of common stock at an exercise price of $6.07 per share.

All options are subject to vesting.

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.

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.

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 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 1,664 shares of common stock at an exercise price of $45.05 per share.

Within 60 days of March 25, 2022,

options to purchase an aggregate of 16,888 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 1,664 shares of common stock at an exercise price of $45.05 per share.

On February 18, 2015,

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.

On April 15, 2016,

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.

On March 14, 2017,

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.

On July 13, 2018,

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.

On July 12, 2019,

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.

On August 12, 2020,

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

On September 1,

Nicholson was granted an option to purchase 18,351 shares of common stock at an exercise price of $6.07 per share.

are subject to vesting.

Within 60 days of March 25, 2022, options to purchase an aggregate of 23,550 shares of common stock will have

Includes 333 shares of common stock.

On March 28, 2017, Dr.

Shetty was granted an option to purchase 2,500 shares of common stock with an exercise price of $47.40 per share.

Shetty was granted an option to purchase 2,500

shares of common stock with an exercise price of $47.40 per share.

On July 13, 2018, Dr.

Shetty was granted an option to purchase 2,500 shares of common stock at an exercise price of $23.487 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 8,333 shares of common stock at an exercise price of $6.96 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.

Shetty was granted an option to purchase 8,333

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

On September 1, 2021, Dr.

Shetty was granted an option to purchase 18,351

shares of common stock at an exercise price of $6.07 per share.

All options are subject to vesting.

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

Within 60 days of March 25, 2022,

options to purchase an aggregate of 16,888 shares of common stock will have vested.

Includes 757 shares of common stock.

(7) On December 16, 2013 Mr.

Steinhart was granted an option to purchase 1,665 shares of common stock at an exercise price of $201.00 per share.

Steinhart was granted an option to purchase

1,665 shares of common stock at an exercise price of $201.00 per share.

On February 18, 2015, Mr.

Steinhart was granted an option to purchase 833 shares of common stock at an exercise price of $107.40 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 2,500 shares of common stock at an exercise price of $59.70 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 2,500 shares of common stock at an exercise price of $41.70 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 2,500 shares of common stock at an exercise price of $23.487 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.

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.

Steinhart was granted an option

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

On September 1, 2021, Mr.

Steinhart was granted an

option to purchase 18,351 shares of common stock at an exercise price of $6.07 per share.

All options are subject to vesting.

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.

60 days of March 25, 2022, options to purchase an aggregate of 21,866 shares of common stock will have vested.

Includes 316 shares of

common stock.

(8) Includes vested options to purchase 377,068 shares of common stock

and 7,970 shares of common stock.

CERTAIN RELATIONSHIPS AND RELATED

1 unchanged sentence

Transactions with Related Persons

Director Independence

For disclosures regarding

our policies relating to director independence, refer to the section above titled “Directors, Executive Officers and Corporate Governance—Corporate

Governance—Director Independence.”

Non-Competition Agreements

Our executive officers

have signed non-competition agreements, which provide that all inventions become the immediate property of us and require invention

The agreements provide that the executive officers will hold proprietary information in the strictest confidence and

not use the confidential information for any purpose not expressly authorized by us.

PRINCIPAL ACCOUNTANT FEES AND

The table below shows

the aggregate fees billed for professional services for the audits and audit-related fees of the Company’s annual financial

statements included in Form 10-K for the years ending December 31, 2020 and 2019, respectively, by Marcum LLP.

Audit –

Our executive officers have

signed non-competition agreements, which provide that all inventions become the immediate property of us and require invention assignments.

The agreements provide that the executive officers will hold proprietary information in the strictest confidence and not use the confidential

information for any purpose not expressly authorized by us.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The table below shows the aggregate fees billed for professional

services for the audits and audit-related fees of the Company’s annual financial statements included in Form 10-K for the years

ending December 31, 2021 and 2020, respectively, by Marcum LLP (PCAOB ID Number 688 ).

Audit – Related Fees

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.

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

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.

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

In 2015, the Audit

Committee adopted policies and procedures for the pre-approval of audit and non-audit services performed by the independent registered

public accountants pursuant to which the Audit Committee generally is required to pre-approve the audit and permissible non-audit

services performed by the independent registered public accountants in order to ensure that the provision of such services does

not impair the registered accountants’

In 2015, the Audit Committee

adopted policies and procedures for the pre-approval of audit and non-audit services performed by the independent registered public accountants

pursuant to which the Audit Committee generally is required to pre-approve the audit and permissible non-audit services performed by the

independent registered public accountants in order to ensure that the provision of such services does not impair the registered accountants’

independence.

All of the services rendered by Marcum in

2020 were pre-approved by the Audit Committee.

All of the services rendered

by Marcum in 2021 were pre-approved by the Audit Committee.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

26 unchanged sentences

Certificate of Incorporation of Actinium Pharmaceuticals, Inc.

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

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

2 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).

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).

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).

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).

17 unchanged sentences

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

Description of Securities (incorporated by reference to Exhibit 4.15 to Form 10 K filed on March 31, 2021)

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).

31 unchanged sentences

and Sandesh Seth (incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 11, 2017).

Offer Letter, dated September 17, 2015, between Steve O’Loughlin and Actinium Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 15, 2017).

Indemnification Agreement, dated May 15, 2017, between Steve O’Loughlin and Actinium Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 10.2 to Form 10-Q filed on May 15, 2017).

31 unchanged sentences

Chell (incorporated by reference to Exhibit 10.2 to Form 8-K filed on May 1, 2018).

Confidential Information and Invention Assignment Agreement, dated April 27, 2018, by and between Actinium Pharmaceuticals, Inc.

Confidential Information

and Invention Assignment Agreement, dated April 27, 2018, by and between Actinium Pharmaceuticals, Inc.

and Jeffrey W.

Chell (incorporated by reference to Exhibit 10.3 to Form 8-K filed on May 1, 2018).

Employment Agreement, dated August 8, 2018, by and between Actinium Pharmaceuticals, Inc.

and Sandesh Seth (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 9, 2018).

Employment Agreement, dated August 8, 2018, by and between Actinium Pharmaceuticals, Inc.

and Steve O’Loughlin (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on August 9, 2018).

Purchase Agreement, dated October 18, 2018, by and between Actinium Pharmaceuticals, Inc.

and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 18, 2018).

Registration Rights Agreement, dated October 18, 2018, by and between Actinium Pharmaceuticals, Inc.

and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.2 to Form 8-K filed on October 18, 2018).

Consulting Agreement, dated December 21, 2018, between Actinium Pharmaceuticals, Inc.

and Nitya Ray (incorporated by reference to Exhibit 10.37 to Form 10-K filed on March 15, 2019).

Amended and Restated At Market Issuance Sales Agreement, dated December 28, 2018, by and among Actinium Pharmaceuticals, Inc.

Chell (incorporated

by reference to Exhibit 10.3 to Form 8-K filed on May 1, 2018).

Employment Agreement, dated

August 8, 2018, by and between Actinium Pharmaceuticals, Inc.

and Sandesh Seth (incorporated by reference to Exhibit 10.1 to Form

10-Q filed on August 9, 2018).

Employment Agreement, dated

August 8, 2018, by and between Actinium Pharmaceuticals, Inc.

and Steve O’Loughlin (incorporated by reference to Exhibit 10.2

to Form 10-Q filed on August 9, 2018).

Purchase Agreement, dated

October 18, 2018, by and between Actinium Pharmaceuticals, Inc.

and Lincoln Park Capital Fund, LLC (incorporated by reference to

Exhibit 10.1 to Form 8-K filed on October 18, 2018).

Registration Rights Agreement,

dated October 18, 2018, by and between Actinium Pharmaceuticals, Inc.

and Lincoln Park Capital Fund, LLC (incorporated by reference

to Exhibit 10.2 to Form 8-K filed on October 18, 2018).

Consulting Agreement, dated

December 21, 2018, between Actinium Pharmaceuticals, Inc.

and Nitya Ray (incorporated by reference to Exhibit 10.37 to Form 10-K

filed on March 15, 2019).

Amended and Restated At

Market Issuance Sales Agreement, dated December 28, 2018, by and among Actinium Pharmaceuticals, Inc.

Riley FBR, Inc.

and JonesTrading Institutional Services LLC (incorporated by reference to Exhibit 10.38 to Form 10-K filed on March 15, 2019).

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).

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to Form 10-K filed on March 16, 2015).

JonesTrading Institutional Services LLC (incorporated by reference to Exhibit 10.38 to Form 10-K filed on March 15, 2019).

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 August 12, 2017, issued to Sandesh Seth (incorporated by reference to Exhibit 10.2 to Form 10-Q 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).

Actinium Pharmaceuticals, Inc.

2019 Stock Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 20, 2020).

First Amendment to the Actinium Pharmaceuticals, Inc.

2019 Plan (incorporated by reference to Exhibit 10.2 to Form 8-K filed on November 20, 2020).

Second Amendment to the Actinium Pharmaceuticals, Inc.

2019 Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 9, 2021).

Code of Ethics (incorporated

by reference to Exhibit 14.1 to Form 8-K filed on January 2, 2013).

List of Subsidiaries (incorporated

by reference to Exhibit 21.1 to Form 10-K filed on March 16, 2015).

Consent of Marcum LLP.

7 unchanged sentences

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

XBRL Instance Document

XBRL Taxonomy Schema

XBRL Taxonomy Calculation Linkbase

XBRL Taxonomy Definition Linkbase

XBRL Taxonomy Label Linkbase

XBRL Taxonomy Presentation Linkbase

Inline XBRL Instance

Inline XBRL Taxonomy

Schema Document

Inline XBRL Taxonomy

Calculation Linkbase Document

Inline XBRL Taxonomy

Definition Linkbase Document

Inline XBRL Taxonomy Label

Linkbase Document

Inline XBRL Taxonomy

Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith.

Furnished herewith.

Indicates a management contract or compensatory plan or arrangement.

Indicates a management

contract or compensatory plan or arrangement.

Pursuant to the requirements

2 unchanged sentences

ACTINIUM PHARMACEUTICALS, INC.

/s/ Sandesh Seth

Chairman and Chief Executive Officer (Duly Authorized Officer,

Principal Executive Officer)

/s/ Steve O’Loughlin

Steve O’Loughlin

/s/ Steve O’Loughlin

Steve O’Loughlin

Chief Financial Officer

2 unchanged sentences

Pursuant to the requirements

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

in the capacities and on the dates indicated.

of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the

capacities and on the dates indicated.

/s/ Sandesh Seth

12 unchanged sentences

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