What changed in this filing

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Item 9A. Controls and Procedures

2024-03-29 compared with 2023-03-31 · 333 added, 465 removed, 784 unchanged (50% of the section changed)

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Directors and Executive Officers

The names, positions and ages

of our directors and executive officers as of March 31, 2023, are as follows:

The names, positions and ages of our directors and executive officers

as of March 29, 2024, are as follows:

Chairman and Chief Executive Officer

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Shetty, Ph.D.

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.

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.

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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.

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

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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

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 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.

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.

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

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

Previously, from June 2010 to June 2012, Mr.

O’Loughlin held corporate development positions

with Caliber I.D., a publicly traded diagnostics company.

O’Loughlin previously worked in investment banking at Jesup &

Lamont where he focused on the biotechnology and life sciences industries.

O’Loughlin has a B.S.

in Business Administration

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

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

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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.

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

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

Nicholson is also a member of our Compensation Committee and our Nominating 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

David Nicholson Ph.D.

serves as our Lead Independent

Director of our Board and has been a Director of the Company since 2008.

Nicholson is also a member of our Compensation Committee

and our Nominating and Corporate Governance Committee.

Since March 2015, Dr.

Nicholson served as Executive Vice President and Chief R&D

Officer of Allergan, which was acquired by Abbvie in May 2020.

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.

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 his Ph.D.

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

Nicholson worked in the pharmaceutical industry for

the British company Beecham-Wülfing in Gronau, Germany.

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

group was the development of cardiovascular drugs.

From 1988-2007, Dr.

Nicholson held various positions

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

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.

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

He implemented

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

competitive pipeline of innovative drugs.

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

president, responsible for Global Project Management and Drug Safety.

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

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

As an integration team member, Dr.

Nicholson played a role in

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

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

Nicholson brings over 25 years of pharmaceutical

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

his career, and that Dr.

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

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

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.

Dr Nicholson brings a wealth of experience having previously

championed the breakthrough anti-PD1 cancer drug Keytruda® (pembrolizumab) all the way from its earliest research and into development,

heralding a revolution in cancer therapy.

Nicholson brings over 40 years of pharmaceutical experience

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

that he presently serves on the Boards of multiple biotechnology companies, and that Dr.

Nicholson has developed significant management

and leadership skills relating to the pharmaceutical industry and is well accustomed to interfacing with investors, analysts, auditors,

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

Nicholson should serve as a director.

Shetty, Ph.D., Director

Shetty has been a

Director of the Company since March 2017.

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

of our Nominating and 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.

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.

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.

Shetty earned a Ph.D.

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.

in Metallurgy and B.A.

Natural Sciences from Trinity College,

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

Shetty was bestowed the title

of Baron by King Albert II of Belgium for his exceptional merits.

In addition, he was elected Manager of the Year in 2004 in Flanders

and received a Life-Time Achievement Award in India in 2010.

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.

Shetty has served as a member of Agile Therapeutics, Inc.’s board of directors from

February 2016 until May 2023.

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

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.

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 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 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 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.

Since October 2017, Mr.

Steinhart has been the senior vice president and chief financial officer of

BioXcel Therapeutics, Inc.

Since March 2014, Mr.

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

where he is chairman of the audit committee and a member

of the compensation committee.

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 that sold its only asset, CIRARA, to Biogen for $120 million plus earn-outs.

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.

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.

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 (inactive), led us to conclude that Mr.

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

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

Previously, Mr.

Steinhart was senior vice president, finance and chief financial officer at MELA Sciences, Inc.

from April 2012 until December 2013,

having previously served as vice president, finance and chief financial officer, treasurer and secretary from April 2006.

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 (inactive), led us to conclude that Mr.

Steinhart should serve

as a director and chair the Audit Committee.

Corporate Governance

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Seth entered into an employment agreement whereby Mr.

Seth will serve as Chairman and Chief Executive Officer until February 24, 2024,

Seth would serve as Chairman and Chief Executive Officer until February 24,

2024, unless terminated earlier as set forth in the employment agreement.

On November 1, 2023, our board of directors approved an amendment

Seth’s employment agreement, pursuant to which the term of Mr.

Seth’s employment was extended from February 21, 2024

to February 21, 2027, subject to the terms of the employment agreement

Under the terms of the employment

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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.

grant will vest each month from the grant date until fully vested, in accordance with the 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 also receives the standard benefits available

to other similarly situated employees.

Seth’s employment

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Officer and Chairman on February 24, 2027, in any case, within the 12-month period beginning on the date of a Change in Control (as defined

in the 2013 Stock Plan and 2019 Plan), Mr.

Seth will be entitled to (i) a single lump sum payment equal to 30 months of his compensation,

(ii) continued health benefits for 30 months, (iii) immediate vesting of all outstanding equity awards granted to Mr.

Seth, and (iv) a

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

in the 2019 Plan), Mr.

Seth will be entitled to (i) a single lump sum payment equal to 30 months of his compensation, (ii) continued health

benefits for 30 months, (iii) immediate vesting of all outstanding equity awards granted to Mr.

Seth, and (iv) a single lump sum payment

equal to the Pro-Rated Bonus.

Chief Financial Officer Compensation

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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.

grant will vest each month from the grant date until fully vested, in accordance with the 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.

Loughlin will also receive the standard

benefits available to other similarly situated employees.

In addition, if we terminate

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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.

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 2023, our Board of

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.

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

Each director attended at least 75% of the aggregate

of the meetings of our Board and the committees of which he was a member during the year ended December 31, 2023.

Committees of the Board of Directors

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David Nicholson

committee chair

Indicates committee chair

Audit Committee

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and stockholder interests.

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

The Compensation Committee met one time and acted by unanimous written consent on one occasion during 2023.

Each member of the Compensation Committee was present at all committee meetings held in 2023.

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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.

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, 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.

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

The Nominating and Corporate Governance Committee held one meeting and acted by unanimous written consent on one occasion during

Our Nominating and Corporate

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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 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 management.

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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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.

or her recommendation to our Secretary at our corporate offices at 100 Park Avenue, 23rd Floor, New York, New York 10017.

Such nomination

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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.

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.

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 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 program.

In light of this, in reviewing the executive compensation program for 2022 and 2023, 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

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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.

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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(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.

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.

Based on their employment

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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.

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

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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 unit grants.

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 unit grants.

The Compensation Committee

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

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

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

We paid consultant fees to

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Chief Financial Officer

(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.

The bonus disclosed in this column relates to performance in the prior year, but was determined and approved by the Board 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 7 to our financial statements.

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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.

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 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 not 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.

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

On December 28, 2023, Mr.

Seth was granted an option to purchase 984,367 shares of common stock and Mr.

O’Loughlin was granted an option to purchase 253,123

shares of common stock.

The options have an exercise price of $5.00 per share and expire on December 28, 2033.

Pursuant to the terms of

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

On August 17, 2022, Mr.

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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.

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 the respective dates of grants

until fully vested.

Director Compensation

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Richard Steinhart

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

The dollar amounts in this column represent the aggregate grant date fair value of options granted during 2023.

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

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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:

At December 31, 2023, the aggregate number of option awards outstanding for each director was as follows:

Chell, 182,484, (ii) for Dr.

Nicholson, 185,817, (iii) for Dr.

Shetty, 112,173, and (iv)

Shetty, 182,484, and (iv) for Mr.

Steinhart, 185,817.

Our non-employee directors

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

Nicholson as Lead Director receives an additional annual fee of

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

Nicholson as Lead Director receives an additional annual

fee of $10,000.

Board committee members receive the following compensation:

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Option Awards

(Exercisable) (b)

(Unexercisable) (c)

(Exercisable)

(Unexercisable)

Steve O’Loughlin

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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.

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

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

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

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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 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;

The following table shows

the beneficial ownership of our common stock as of March 27, 2024 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 Named Executive Officer;

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 31, 2023,

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.

Shares of common

stock subject to options and warrants currently exercisable or which may become exercisable within 60 days of March 27, 2024, are deemed

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

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

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

with respect to all shares of our common stock shown as beneficially owned by them.

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, NY 10016.

the principal address of each of the persons below is c/o Actinium Pharmaceuticals, Inc., 100 Park Ave, 23 rd Floor, New York,

Name of Beneficial Owner

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1,895,202 (1)

Name Executive Officers and Directors

BlackRock, Inc.

1,691,914 (2)

Named Executive Officers and Directors

Steve O’Loughlin

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All Directors and Officers as a Group (6 persons)

(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

1,485,593 (9)

Based on 29,396,411 shares of common stock outstanding as of March 27, 2024

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

Based on the beneficial owner’s Schedule 13G/A filed February 9,2024, reporting beneficial ownership as of December 30,

2023, shares beneficially owned consist of 441,104 shares of common stock owned by Bigger Capital Fund, LP (“Bigger

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beneficial ownership limit.

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

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

beneficial ownership limit.

Bigger disclaims beneficial ownership of these securities.

(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.

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.

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.

On March 14, 2017, Mr.

Seth was granted options

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

On July 13, 2018, Mr.

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.

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,

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

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.

(3) 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.

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.

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.

On July 12, 2019, Mr.

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.

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.

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.

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.

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, Dr.

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.

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 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

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.

Nicholson was granted an option to purchase

2,500 shares of common stock at an exercise price of $23.487 per share.

On July 12, 2019, Dr.

Nicholson was granted an option to purchase

8,333 shares of common stock at an exercise price of $6.96 per share.

On August 12, 2020, Dr.

Nicholson was granted an option to purchase

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

On September 1, 2021, Dr.

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 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.

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.