What changed in this filing

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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-25 · 486 added, 550 removed, 763 unchanged (58% of the section changed)

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OTHER INFORMATION.

Item 5.03 Amendments to Articles of Incorporation or Bylaws;

Change in Fiscal Year.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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Shetty, Ph.D.

Subject to the classified

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

of their successors.

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

Directors hold office for a term consistent with classified board provisions

of our Charter.

For further information, see the section titled “—Corporate Governance—Term of Office” below.

Officers serve at the discretion of the Board of Directors.

There are no other arrangements

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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).

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 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.

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.

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.

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.

Steve O’Loughlin, Chief Financial Officer

Steve O’Loughlin has

been our Chief Financial Officer since August 2020.

Steve O’Loughlin has been our Chief Financial

Officer since August 2020.

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

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

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

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

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.

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

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.

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.

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

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 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

Internal Medicine in Minneapolis and in the U.S.

He has been the chief executive officer emeritus

of the National Marrow Donor Program (“NMDP”) since 2017 having served as its chief executive officer since 2000.

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.

Prior to that he practiced Internal Medicine

in Minneapolis and in the U.S.

Air Force Medical Corps.

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

Chell brings many years of experience

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

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

Chell should serve as a director.

David Nicholson, Ph.D., Director

David Nicholson has been a

Director of the Company since 2008.

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

David Nicholson has been a Director of the Company

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

March 2015, Dr.

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From 1988-2007, Dr.

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

Nicholson held various positions

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

with Organon, a business unit of Akzo Nobel.

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

He implemented

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

competitive pipeline of innovative drugs.

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

president, responsible for Global Project Management and Drug Safety.

From 2009 to December 2011, he was vice president licensing and

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

Ultimately, he became executive

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

He implemented change programs,

leading to maximizing effectiveness in research & development, ensuring customer focus and the establishment of a competitive pipeline

of innovative drugs.

Nicholson transferred to Schering-Plough, Kenilworth, New Jersey as senior vice president, responsible

for Global Project Management and Drug Safety.

From 2009 to December 2011, he was vice president licensing and knowledge management at

Merck in Rahway, New Jersey, reporting to the president of Merck R&D.

As an integration team member, Dr.

played a role in the strategic mergers of Organon BioSciences, the human and animal health business of Dutch chemical giant Akzo-Nobel,

and Schering-Plough in 2007 as well as of Schering-Plough and Merck in 2009.

Nicholson brings

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

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

Nicholson has developed significant management and leadership skills relating to

the pharmaceutical industry.

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

officials, led us to conclude that Dr.

Nicholson played a role in

the strategic mergers of Organon BioSciences, the human and animal health business of Dutch chemical giant Akzo-Nobel, and Schering-Plough

in 2007 as well as of Schering-Plough and Merck in 2009.

Nicholson brings over 25 years of pharmaceutical

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

his career, and that Dr.

Nicholson has developed significant management and leadership skills relating to the pharmaceutical industry

and is well accustomed to interfacing with investors, analysts, auditors, outside advisors and governmental officials, led us to conclude

Nicholson should serve as a director.

Shetty, Ph.D., Director

Shetty has been a Director

of the Company since March 2017.

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

Governance Committee.

Shetty 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 Nominating and 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.

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.

(“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.

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.

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.

in Metallurgy and

Natural Sciences from Trinity College, Cambridge University and a Master of Business Administration from Carnegie Mellon

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

Shetty has more than 30 years of leadership

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

business in the U.S.

and Europe, led us to conclude that Dr.

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Steinhart, Director

Steinhart has served as

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

Steinhart is also a member of our Corporate Governance Committee.

Since October 2017 Mr.

Steinhart has served as our Director and Chairman

of the Audit Committee since November 2013.

Steinhart is also a member of our Nominating and Corporate Governance Committee.

October 2017 Mr.

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

Since March 2014,

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.

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 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.

In April 2012, Mr.

April 2012, Mr.

Steinhart received a promotion to senior vice president, finance and chief financial officer.

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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 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 (inactive), led us to conclude that Mr.

Steinhart should serve as a director and chair the Audit Committee.

Corporate Governance

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Chief Executive Officer Compensation

On August 12, 2020, we and Mr.

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.

On August 12, 2020, we and

Seth entered into an employment agreement whereby 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

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

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

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

Upon termination of his employment for Cause (as defined

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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”).

Seth resigns for Good Reason other than in connection with a Change in Control, Mr.

Seth will be entitled

to (i) a single lump sum payment equal to 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

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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.

Chief 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.

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.

For 2021, Mr.

O’Loughlin’s annual base salary was

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

annual base salary was set at $370,000, and for 2022, his annual base salary was set at $400,000.

When and if granted, options

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During 2022, 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.

Directors held five meetings and acted by unanimous written consent on three occasions.

Each director attended all of the meetings of

our Board during the year ended December 31, 2022.

Committees of the Board of Directors

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Our Audit Committee, which

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

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

The Board has determined

Steinhart is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.

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

other assigned duties.

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

reporting and the adequacy of our internal controls.

In discharging its responsibilities, our Audit Committee may rely on the reports,

findings and representations of the Company’s auditors, legal counsel, and responsible officers.

Our Board has determined that all

members of the Audit Committee are financially literate within the meaning of SEC rules and under the current listing standards of the

NYSE American.

currently consists of three independent 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.

has determined that Mr.

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.

The Audit Committee met four times during 2022.

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

meetings held during 2021.

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

Committee meetings held during 2022.

Compensation Committee

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and stockholder interests.

The Compensation Committee met one time during 2021.

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.

The Compensation Committee met two times and acted by unanimous written consent on one occasion during 2022.

Each member of the Compensation Committee was present at all committee meetings held in 2022.

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

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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.

The Compensation Committee engaged StreeterWyatt Analytics LLC, or Streeter Wyatt and paid consultant fees of $22,000 during

the year ended December 31, 2022.

Streeter Wyatt was instructed to provide support and analysis to the Compensation Committee and their

services included developing a peer group regarding executive and director compensation.

Nominating and Corporate Governance Committee

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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 Board has determined that each member of our Nominating

and Corporate Governance Committee qualifies as an “independent” member of the Board as defined by the rules and regulations

of the SEC and the NYSE American.

The Nominating and Corporate Governance Committee held no meetings and acted by unanimous written consent

on one occasion during 2022.

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;

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;

developing and implementing an annual self-evaluation of the Board, both individually and as a Board, and of its committees;

Our Nominating and Corporate Governance Committee

considers all qualified candidates identified by members of the Board, by senior management and by stockholders.

The Committee follows

the same process and uses the same criteria for evaluating candidates proposed by stockholders, members of the Board and members of senior

When evaluating a candidate to serve on our Board, the members of our Nominating and Corporate Governance Committee consider

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 Amended and Restated Bylaws,

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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,

In September 2017, our Board

of Directors created the position of Lead Director and 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.

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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 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;

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.

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

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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

Our Compensation Committee

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

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.

Our Compensation Committee of

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

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

At our 2022 Annual Meeting of Stockholders, our Stockholders voted on an advisory basis to approve the compensation of named

executive officers.

Of the votes cast (excluding abstentions and broker non-votes), 79.3% were cast in support of the results of our compensation

In light of this, in reviewing the executive compensation program for 2021 and 2022, our Compensation Committee decided to retain

the general overall program design, which ties a significant portion of the executives’ pay closely with our performance.

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.

(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.

This Compensation

Discussion and Analysis sets forth a discussion of the compensation for our Named Executive Officers, or NEOs, as well as a

discussion of our philosophies underlying the compensation for our NEOs and our employees generally.

Objectives of Our Compensation Program

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We utilize the services of

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

StreeterWyatt Analytics 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.

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base salary, performance cash bonuses and potential long-term

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

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

We believe these three components constitute the minimum essential

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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.

stock units 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.

(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

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The Compensation Committee then approves the final disbursement of salary

increases, cash bonuses and option or restricted stock grants.

increases, cash bonuses and option or restricted stock unit grants.

The Compensation Committee

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Chairman and Chief Executive Officer(3)

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

(1) 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.

(2) 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.

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

(3) In addition to the foregoing, on August 17, 2022, Mr.

Seth was granted

an award of 300,000 restricted stock units, or RSUs, which were granted in exchange for warrants that Mr.

Seth received for services provided

to the Company prior to becoming employed by Actinium.

These warrants were granted on December 17, 2012 and vested and became exercisable

on the 12-month anniversary of the grant date.

The warrants were in the money for their entire existence since vesting.

Seth was appointed

Chairman of the Board in October 2013, became Executive Chairman in August 2014 and Chief Executive Officer in June 2017.

Seth refrained

from exercising the warrants in order to be aligned with the long-term interests of the Company and shareholders.

In November 2018, the

Board extended the expiration of Mr.

Seth’s warrants to February 2022.

In February 2022, the Company requested that Mr.

exercise the warrants to maintain alignment with the long-term interests of the Company.

In exchange for refraining from exercising these

warrants, the Board determined to grant Mr.

Seth 300,000 RSUs based on the average fair value of the warrants during their vested life

based on the Black-Scholes option-pricing model to continue to align Mr.

Seth with the long-term interest of the Company and shareholders.

The RSU grant was detailed on Form 4 filed with the SEC on August 19, 2022.

Narrative Disclosure to Summary Compensation

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

On August 17, 2022, Mr.

was issued 300,000 restricted stock units, or RSUs, in exchange for warrants issued to him for services provided to the Company prior

to being employed by Actinium.

These RSUs vest at the earliest of a change of control event, the termination of the recipient’s

continuous service status for any reason other than by the Company for cause and the third anniversary of the date of the grant.

On July 1, 2022, Mr.

was granted an option to purchase 827,366 shares of common stock and Mr.

O’Loughlin was granted an option to purchase 256,438 shares

of common stock.

The options have an exercise price of $4.96 per share and expire on July 1, 2032.

Pursuant to the terms of the Company’s

Amended and Restated 2019 Stock Plan, 2% of the options will vest each month from the respective dates of grants until fully vested.

On September 1, 2021, Mr.

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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

of the Company’s Amended and Restated 2019 Stock Plan, 2% of the options will vest each month from the respective dates of grants

until fully vested.

Director Compensation

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the compensation of our non-employee directors for the year ended December 31, 2022:

Awards (1)(2)

David Nicholson

Richard Steinhart

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)

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.

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

At December 31, 2022, the aggregate number of option awards outstanding

for each director was as follows:

Chell, 112,423, (ii) for Dr.

Nicholson, 115,506, (iii) for Dr.

Shetty, 40,017, and (iv) for Mr.

Shetty, 112,173, and (iv)

Steinhart, 117,171.

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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.

all unexercised stock options and unvested restricted stock units that have been awarded to our named executives by the Company that were

outstanding as of December 31, 2022.

Option Awards

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(Unexercisable) (c)

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.

Pursuant to the terms of the Company’s 2013 Stock Plan or 2019 Stock Plan, 2% of these options vest each month from the date of grant.

Indemnification of Directors and Officers

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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;

The following table shows the

beneficial ownership of our Common Stock as of March 31, 2023 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;

(iii) each Named Executive Officer;

and (iv) all directors and executive

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All Directors and Officers as a Group (6 persons)

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

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.

(a) Based on 25,729,370 shares of common stock outstanding as of March

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

Based on the beneficial owner’s Schedule 13G filed February

6, 2023, shares beneficially owned consist of 416,000 shares of Common Stock owned by Bigger Capital Fund, LP (“Bigger

Capital”), 708,167 shares of Common Stock owned by District 2 Capital Fund LP (“District 2 CF”), 172,500 shares of

Common Stock held by Mr.

Bigger through an IRA and another account, 135,000 shares of Common Stock through an IRA held by Patricia

Winter, the spouse of Mr.

Bigger, and an aggregate of 260,000 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 is also the beneficial owner of 66,406 shares of Common Stock issuable upon exercise of Warrants owned by Bigger Capital

and 96,666 shares of Common Stock issuable upon exercise of Warrants owned by District 2 CF.

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.

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’ notice.

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 and irrevocable trust linked to Mr.

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

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

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

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

(2) On September 23, 2014, Mr.

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

Seth was granted an option to purchase

9,333 shares of common stock with an exercise price of $183.90 per share.

On February 18, 2015, Mr.

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

Seth was granted an option to

purchase 5,000 shares of common stock with an exercise price of $107.40 per share.

On April 15, 2016, Mr.

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

Seth was granted an option

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

On March 14, 2017, Mr.

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

Seth was granted options

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

On July 13, 2018, Mr.

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

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

On July 12, 2019, Mr.

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

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

On August 12, 2020, Mr.

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

On September 1, 2021, Mr.

On September 1, 2021,

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

On July 1, 2022,

Seth was granted an option to purchase 827,366 shares of common stock at an exercise price of $4.96 per share.

All options are

subject to vesting.

Within 60 days of March 31, 2023, options to purchase an aggregate of 516,648 shares of common stock will have

Includes 5,381 shares of common stock.

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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 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 July 1, 2022, Mr.

was granted an option to purchase 256,438 shares of common stock at an exercise price of $4.96 per share.

Within 60 days of March 31,

2023, options to purchase an aggregate of 162,676 shares of common stock will have vested.

Includes 1,183 shares of common stock.

(4) 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.

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.

Chell was granted an option to purchase 2,500

shares of common stock at an exercise price of $23.487 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.

Chell was granted an option to purchase 8,333

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.

Chell was granted an option to purchase 8,333

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.

Chell was granted an option to purchase 18,351 shares

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

On July 1, 2022, Dr.

Chell was granted an option to purchase 72,156 shares of

common stock at an exercise price of $4.96 per share.

All options are subject to vesting.

Within 60 days of March 25, 2022,

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

Within 60 days of March 31, 2023, options to

purchase an aggregate of 39,915 shares of common stock will have vested.

(5) On February 18, 2015, Dr.

Nicholson was granted an option to purchase 833

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,

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,

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,

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,

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,

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

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 $107.40 per share.

On April 15, 2016, Dr.

Nicholson was granted an option to purchase

2,500 shares of common stock at an exercise price of $59.70 per share.

On March 14, 2017, Dr.

Nicholson was granted an option to purchase

2,500 shares of common stock at an exercise price of $41.70 per share.

On July 13, 2018, Dr.

Shetty was granted an option to purchase 2,500

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.

Shetty was granted an option to purchase 8,333

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.

Shetty was granted an option to purchase 8,333

Nicholson 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

Nicholson was granted an option to purchase

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

On July 1, 2022, Dr.

Nicholson was granted an option to purchase

72,156 shares at an exercise price of $4.96 per share.

All options are subject to vesting.

Within 60 days of March 25, 2022,

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

Within 60 days of March 31, 2023, options to

purchase an aggregate of 43,248 shares of common stock will have vested.

Includes 333 shares of common stock.

(6) 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.

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.

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.

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.

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.

On July 1, 2022, Dr.

Shetty was granted an option to purchase 72,156 shares at

an exercise price of $4.96 per share.

All options are subject to vesting.

Within 60 days of March 31, 2023, options to purchase an aggregate

of 39,915 shares of common stock will have vested.

Includes 757 shares of common stock.

(7) On December 16, 2013 Mr.

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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.