What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-30 compared with 2025-03-31 · 428 added, 223 removed, 437 unchanged (60% of the section changed)

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on the Financial Statements

have audited the accompanying consolidated balance sheets of Actinium Pharmaceuticals, Inc.

(the “Company”) as of December

31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each

of the two years in the period ended December 31, 2024 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024,

in conformity with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

We have audited the accompanying consolidated balance

sheet of Actinium Pharmaceuticals, Inc.

(the “Company”) as of December 31, 2025, the related consolidated statements of operations,

comprehensive loss, changes in stockholders’ equity, and cash flows for the year ended December 31, 2025, and the related notes

(collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all

material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows

for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Notes 1 and 8 to the financial statements,

the Company adopted Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU

We have also audited the adjustments to the 2024 financial statements to retrospectively adjust the disclosures for the

adoption of ASU 2023-09 in 2025.

In our opinion, such retrospective adjustments are appropriate and have been properly applied.

not engaged to audit, review, or apply any procedures to the 2024 financial statements of the Company other than with respect to these

retrospective adjustments, and accordingly, we do not express an opinion or any other form of assurance on the 2024 financial statements

taken as a whole.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control

over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the

current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,

or complex judgments.

We determined that there are no critical audit matters.

have served as the Company’s auditor since 2012 .

/s/ CBIZ CPAS P.C .

CBIZ CPAs P.C.

We have served as the Company’s auditor since

2012 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C.

effective November 1, 2024).

Houston, Texas

March 30, 2026

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Actinium Pharmaceuticals, Inc.

Opinion on the Financial Statements

We have audited, before the effects of the retrospective

adjustments to the disclosures for the adoption of Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740):

Improvements to

Income Tax Disclosures (“ASU 2023-09”) as discussed in Notes 1 and 8 to the consolidated financial statements, the accompanying

consolidated balance sheet of Actinium Pharmaceuticals, Inc.

(the “Company”) as of December 31, 2024, the related consolidated

statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes

(collectively referred to as the “financial statements”) (the 2024 financial statements before the effects of the adjustments

discussed in Notes 1 and 8 to the financial statements are not presented herein).

In our opinion, the financial statements, before the

effects of the retrospective adjustments to the disclosures for the adoption of ASU 2023-09 as discussed in Notes 1 and 8 to the financial

statements, present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of

its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in

the United States of America.

We were not engaged to audit, review, or apply any

procedures to the retrospective adjustments to the disclosures for the adoption of ASU 2023-09 as discussed in Notes 1 and 8 to the financial

statements and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate

and have been properly applied.

Those retrospective adjustments were audited by CBIZ CPAs P.C.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control

over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the

current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,

or complex judgments.

We determined that there are no critical audit matters.

/s/ Marcum LLP

We have served as the Company’s auditor from

2012 through 2025.

Houston, Texas

March 31, 2025

Pharmaceuticals, Inc.

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1,000,000,000 shares authorized;

31,195,891 and 27,634,213 shares issued and outstanding at December 31, 2024 and 2023, respectively

31,195,891 shares issued and outstanding at December 31, 2025 and 2024, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

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Pharmaceuticals, Inc.

Consolidated Statements of Comprehensive Loss

in thousands)

For the Year ended

Other comprehensive loss:

Foreign currency translation adjustment

Comprehensive loss

accompanying notes to the consolidated financial statements.

Pharmaceuticals, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

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(amounts in thousands, except share amounts)

Comprehensive

Stockholders’

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Stock-based compensation

Sale of common stock, net of offering costs

Issuance of common stock from exercise of stock options

Restricted stock units withheld to cover tax obligations

Unrealized loss on foreign currency translation

Balance, December 31, 2025

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Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in/provided by operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation expense

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Accounts payable and accrued expenses

Operating lease right-of-use assets

Operating lease liabilities

Net Cash Used In

Operating Activities

Net Cash Used In Operating Activities

Cash Flows Used in Investing Activities:

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Proceeds from sales of shares of common stock, net of offering costs

Restricted stock units withheld to cover tax obligations

Proceeds from the exercise of stock options

Net Cash Provided By Financing Activities

Net Cash (Used In) Provided By Financing Activities

Effect of foreign currency rates on cash

Net Change in Cash, Cash Equivalents and Restricted Cash

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Cash, Cash Equivalents and Restricted Cash at End of Year

Supplemental disclosures of cash flow information:

Cash paid for interest

Cash paid for taxes

Supplemental Disclosure of Non-cash Investing and Financing Activities:

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balance sheets and net loss and its components in the consolidated statements of operations:

research and development expenses, general and administrative expenses, and interest income, for the purposes of making operating decisions,

assessing financial performance, and allocating resources.

research and development expenses, general

and administrative expenses, and interest income, for the purposes of making operating decisions, assessing financial performance, and

allocating resources.

All assets are in the United States.

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life of the related property or term of the lease.

- The Company has an operating lease for corporate office space and a finance lease for office equipment located at the corporate

office space.

Leases with an initial term of 12 months or less are not recorded on the balance sheet;

lease expense for these leases

is recognized on a straight-line basis over the lease term.

Construction in progress represents costs incurred for assets that are not yet ready

for their intended use.

These costs include construction-related expenditures and are not depreciated until the asset is placed in service.

Upon completion, construction in progress is reclassified to the appropriate property and equipment category and depreciation begins.

- The Company has an operating lease for corporate office space, an operating lease for manufacturing space and a finance lease

for office equipment located at the corporate office space.

Leases with an initial term of 12 months or less are not recorded on the

balance sheet;

lease expense for these leases is recognized on a straight-line basis over the lease term.

Value Measurement - Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability,

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over time, recognition is based on the use of an output or input method.

Collaborative

Arrangements - The Company follows the accounting guidance for collaboration agreements with third parties, which requires that certain

transactions between the Company and collaborators be recorded in its consolidated statements of operations on either a gross basis or

net basis, depending on the characteristics of the collaborative relationship, and requires enhanced disclosure of collaborative relationships.

Collaborative Arrangements

- The Company follows the accounting guidance for collaboration agreements with third parties, which requires that certain transactions

between the Company and collaborators be recorded in its consolidated statements of operations on either a gross basis or net basis,

depending on the characteristics of the collaborative relationship, and requires enhanced disclosure of collaborative relationships.

The Company evaluates its collaboration agreements for proper classification in its consolidated statements of operations based on the

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the Company follows the guidance of ASC 606 .

Revenue - The Company has a grant from a government-sponsored entity for research and development related activities that

provides for payments for reimbursed costs, which included overhead and general and administrative costs as well as an

administrative fee.

There was no revenue from collaborative arrangements for the years ended December

31, 2025 and December 31, 2024, respectively.

Revenue - The Company has a grant from a government-sponsored entity for research

and development related activities that provides for payments for reimbursed costs, which included overhead and general and administrative

costs as well as an administrative fee.

The Company recognizes revenue from grants as it performed services under this arrangement.

Associated expenses

are recognized when incurred as research and development expense.

Revenue and related expenses are presented gross in the

consolidated statements of operations.

There was no grant revenue for the year ended December 31, 2024.

expenses are recognized when incurred as research and development expense.

The Company concluded that payments received under these grants

represent conditional, nonreciprocal contributions, as described in ASC 958, Not-for-Profit Entities, and that the grants are not within

the scope of ASC 606, Revenue from Contracts with Customers, as the organizations providing the grants do not meet the definition of a

Revenue and related expenses are presented gross in the consolidated statements of operations.

Grant revenue is recorded as

Other Revenue in the statement of operations and was $ 90 thousand for the year ended December 31, 2025, there was no grant revenue recognized

for the year ended December 31, 2024.

Revenue - The Company entered into a product licensing agreement whereby the Company allowed a third party to commercialize a certain

product in specified territories using the Company’s trademarks.

The terms of this arrangement includes payment to the Company

for a combination of one or more of the following:

The terms of this arrangement include payment to the Company for

a combination of one or more of the following:

upfront license fees;

development, regulatory and sales-based milestone payments;

and royalties on net sales of licensed products.

royalties on net sales of licensed products.

The Company uses its judgment to determine whether milestones or other variable consideration

should be included in the transaction price.

There was no license revenue recognized for the years ended December 31, 2025 and December

31, 2024, respectively.

license fees :

If the license to the Company’s intellectual property is determined to be distinct from the other performance

obligations identified in the arrangement, the Company will recognize revenue from upfront license fees allocated to the license when

the license is transferred to the licensee and the licensee is able to use and benefit from the license.

For licenses that are bundled

with other promises, the Company determines whether the combined performance obligation is satisfied over time or at a point in time.

If the license to the Company’s intellectual property is determined

to be distinct from the other performance obligations identified in the arrangement, the Company will recognize revenue from upfront license

fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license.

For licenses that are bundled with other promises, the Company determines whether the combined performance obligation is satisfied over

time, in which case the customer will simultaneously receive and consume the benefit from the license as the performance occurs, or at

a point in time.

regulatory or commercial milestone payments :

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Restricted Stock Units

Vested unissued shares of common stock

Events - The Company’s management reviewed all material events through the date the consolidated financial statements were

issued for subsequent event disclosure consideration.

Adopted Accounting Pronouncements - In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements

to Reportable Segment Disclosures , which provides improvements to reportable segment disclosure requirements, primarily through enhanced

disclosures around segment expenses.

ASU 2023-07 requires the Company to disclose significant segment expenses that are regularly provided

to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss.

also requires that the Company disclose an amount for other segment items by reportable segment, a description of their composition and

provide all annual disclosures about a reportable segment’s profit or loss and assets pursuant to Topic 280 during interim periods.

The Company must also disclose the CODM’s title and position, as well as certain information around the measures used by the CODM

and an explanation of how the CODM uses the reported measures in assessing segment performance and deciding how to allocate resources.

For public entities with a single reportable segment, the entity must provide all the disclosures required pursuant to ASU 2023-07 and

all existing segment disclosures under Topic 280.

The amendments of ASU 2023-07 are effective for the Company for annual periods beginning

January 1, 2024, and effective for interim periods beginning January 1, 2025.

The Company adopted this standard effective January 1,

2024 and reported on it in this Annual Report on Form 10-K for the year ended December 31, 2024.

Issued Accounting Pronouncements - In November 2024, FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense

Disaggregation Disclosures (Subtopic 220-40), to improve the disaggregation of expenses within the consolidated statement of operations.

The amendments in ASU 2024-03 require disclosures, in the notes to the consolidated financial statements, specified information about

certain costs and expenses.

The amendments require that at each interim and annual reporting period an entity disclose (a) employee compensation,

(b) depreciation, and (c) intangible asset amortization included in each relevant expense caption;

include certain amounts that are already

required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements;

and disclose a qualitative

description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board, (the “FASB”),

issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , to enhance the transparency and decision

usefulness of income tax disclosures.

The amendments in ASU 2023-09 provide improvements primarily related to the rate reconciliation

and income taxes paid information included in income tax disclosures.

The Company is required to disclose additional information regarding

reconciling items equal to or greater than five percent of the amount computed by multiplying pretax income (loss) by the applicable statutory

Similarly, the Company is required to disclose income taxes paid (net of refunds received) equal to or greater than five percent

of total income taxes paid (net of refunds received).

The amendments in ASU 2023-09 are effective

January 1, 2025 to be applied on a prospective basis, with retrospective application permitted.

The Company adopted ASU 2023-09 on a retrospective

basis and it did not have a material impact on the Company’s consolidated financial statements.

July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such

as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework

and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain

provisions effective in 2025 and others expected to be implemented through 2027.

The Company has evaluated the impact of the OBBBA and

determined that it does not have a material impact on the Company’s consolidated financial position and results of operations.

Issued Accounting Pronouncements

In September 2025, the FASB issued ASU 2025-07, Derivatives and

Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarification for Share-Based

Noncash Consideration from a Customer in a Revenue Contract , which excludes from derivative accounting non-exchange-traded contracts

with underlying terms that are based on operations or activities specific to one of the parties to the contract.

However, this scope exception

does not apply to (1) variables based on a market rate, market price, or market index, (2) variables based on the price or performance

of a financial asset or financial liability of one of the parties to the contract, (3) contracts (or features) involving the issuer’s

own equity that are evaluated under the guidance in Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own

Equity, and (4) call options and put options on debt instruments.

The Company can apply the amendments in AUS 2025-07 either (1) prospectively

to new contracts entered into on or after the date of adoption or (2) on a modified retrospective basis through a cumulative-effect adjustment

to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption for contracts existing as of

the beginning of the annual reporting period of adoption.

The amendments in ASU 2025-07 are effective January 1, 2027, for annual reporting

periods, including interim periods within annual reporting periods.

Early adoption is permitted.

The Company is evaluating the impact

of ASU 2025-07 on its financial statements.

May 2025, FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic

Clarifications to Share-Based Consideration Payable to a Customer , which revises the Master Glossary definition of the term

“performance condition” for share-based consideration payable to a customer to include conditions, such as vesting conditions,

that are based on the volume or monetary amount of a customer’s purchases or potential purchases of goods or services from the

grantor, including over a specified period of time.

The revised definition also incorporates performance targets based on purchases made

by other parties that purchase the grantor’s goods or services from the grantor’s customers.

The revised definition of the

term performance condition cannot be applied by analogy to awards granted to employees and non-employees in exchange for goods or services

to be used or consumed in the grantor’s own operations.

ASU 2025-04 eliminates the policy election permitting a grantor to account

for forfeitures as they occur for share-based awards granted to a customer.

Separate policy elections for forfeitures remain available

for share-based payment awards with service conditions granted to employees and non-employees in exchange for goods or services to be

used or consumed in the grantor’s own operations.

ASU 2025-04 further clarifies that a grantor should not apply the guidance in

Topic 606 on constraining estimates of variable consideration to share-based consideration payable to a customer.

ASU 2025-04 permits

a grantor to apply the new guidance on either a modified retrospective or a retrospective basis.

The amendments in ASU 2025-04 are effective

January 1, 2027 for annual reporting periods, including interim periods within annual reporting periods.

The Company is evaluating the

impact of ASU 2025-04 on its financial statements.

November 2024, FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic

220-40), to improve the disaggregation of expenses within the consolidated statement of operations.

The amendments in ASU 2024-03 require

disclosures in the notes to the consolidated financial statements and specified information about certain costs and expenses.

The amendments

in ASU 2024-03 are effective January 1, 2027, and effective for interim periods beginning January 1, 2028.

The Company will evaluate

require that at each interim and annual reporting period an entity disclose (a) employee compensation, (b) depreciation, and (c) intangible

asset amortization included in each relevant expense caption;

include certain amounts that are already required to be disclosed under

current GAAP in the same disclosure as the other disaggregation requirements;

and disclose a qualitative description of the amounts remaining

in relevant expense captions that are not separately disaggregated quantitatively.

The amendments in ASU 2024-03 are effective January

1, 2027 and effective for interim periods beginning January 1, 2028, either on a prospective or retrospective basis.

The Company is evaluating

the impact of ASU 2024-03 on its financial statements.

December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , to enhance the

transparency and decision usefulness of income tax disclosures.

The amendments in ASU 2023-09 provide improvements primarily related

to the rate reconciliation and income taxes paid information included in income tax disclosures.

The Company will be required to disclose

additional information regarding reconciling items equal to or greater than five percent of the amount computed by multiplying pretax

income (loss) by the applicable statutory tax rate.

Similarly, the Company will be required to disclose income taxes paid (net of refunds

received) equal to or greater than five percent of total income taxes paid (net of refunds received).

The amendments in ASU 2023-09 are

effective January 1, 2025, including interim periods.

The Company will evaluate the impact of ASU 2023-09 on its financial statements.

2 - Prepaid Expenses and Other Current Assets

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(in thousands)

Construction in Progress

Lab equipment

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Property and equipment, net

The Company entered into an agreement with a contractor for equipment

in newly leased manufacturing space, effective December 1, 2025 and construction in progress was $ 104 thousand at December 31, 2025.

expense consisted of the following for the years ended December 31, 2025 and 2024, respectively:

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(and lease liability) for the Company’s leases as the reasonably certain threshold is not met.

of December 31, 2024, the Company has two leases which have been capitalized in accordance with ASC 842, one for corporate office space

and one for office equipment.

of December 31, 2025, the Company has three leases which have been capitalized in accordance with ASC 842, one for corporate office space,

one for manufacturing space and one for office equipment.

The Company entered into a lease for corporate office space effective June

The lease has a term

of 5 years and 2 months , with an expiration date on July 30, 2027 and current annual rent of $ 0.6 million.

The Company is also responsible

for certain other costs, such as insurance, utilities and maintenance.

During the year ended December 31, 2023, the Company spent $ 0.5

million on improvements at its corporate office space, which were included in the value of the operating right-to-use asset.

The lease has a term of 5 years and 2 months , with an expiration date on July 30, 2027 and current annual rent of $ 0.6 million.

The Company is also responsible for certain other costs, such as insurance, utilities and maintenance.

As noted above, the Company entered

into a lease for manufacturing space effective December 1, 2025.

The lease has a term of five years and one month , with an expiration

date of December 31, 2030 and current annual rent of $ 0.2 million.

The Company is also responsible for certain other costs, such as insurance,

utilities and maintenance.

components of lease expense are as follows:

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of lease liabilities are as follows:

Year ending December 31,

Total lease payments

Less imputed interest

Present value of lease liabilities

ending December 31,

lease payments

imputed interest

value of lease liabilities

5 - Other Revenue

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rest of the world.

Company’s contract liabilities are recorded within Other revenue deferred – current liability or Long-term license revenue

deferred in its condensed consolidated balance sheets, depending on the short-term or long-term nature of the payments to be recognized.

The Company’s contract liabilities primarily consist of advanced payments from licensees.

Long-term license revenue deferred was

$ 35.0 million at December 31, 2024 and December 31, 2023;

this deferred revenue will be recognized upon European Union’s regulatory

approval of Iomab-B or provision of definitive feedback that Iomab-B will not receive approval in the European Union.

The Company’s contract

liabilities are recorded within Other revenue deferred – current liability or Long-term license revenue deferred in its consolidated

balance sheets, depending on the short-term or long-term nature of the payments to be recognized.

The Company’s contract liabilities

primarily consist of advanced payments from licensees.

Long-term license revenue deferred was $ 35.0 million at December 31, 2025 and

December 31, 2024;

this deferred revenue will be recognized upon European Union’s regulatory approval of Iomab-B or provision of

definitive feedback that Iomab-B will not receive approval in the European Union.

6 - Commitments and Contingencies

6 unchanged sentences

Upon commercial sale of the drug, royalty payments of 2 % of net sales will be due to FHCRC.

of December 31, 2025, the Company had contractual commitments of approximately $ 1.5 million related to the construction of its modular

removable manufacturing space in its newly leased manufacturing space, with $ 1.4 million expected to be incurred in 2026.

March 27, 2025, a putative class action complaint (the “Securities Complaint”) was filed by alleged stockholder Nitin Kohil

against the Company and executives Sandesh Seth, Avinash Desai, Madhuri Vusirikala, and Sergio Giralt (the “Defendants”),

styled Kohil v.

Actinium Pharmaceuticals, Inc., et al ., Case No.

1:25-cv-02553 in the United States District Court for the

Southern District of New York, (“the Court”).

The Securities Complaint alleges that the Defendants made material misrepresentations

and omissions concerning the Iomab-B Phase 3 Sierra Trial during a proposed class period of October 31, 2022 to August 2, 2024 and asserts

claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

Plaintiff sought unspecified damages.

On June 24, 2025,

the court in the securities action appointed lead plaintiffs pursuant to the Private Securities Litigation Reform Act of 1995 and re-captioned

the case as In re Actinium Pharmaceuticals, Inc.

Securities Litigation .

Lead Plaintiffs filed an amended complaint on August 25,

On October 27, 2025, Defendants moved to dismiss the amended complaint;

on December 19, 2025, Lead Plaintiffs filed their opposition;

and on February 2, 2026, Defendants filed their reply in support.

The parties are currently awaiting the Court’s decision on Defendants’

May 5, 2025, a shareholder complaint captioned Georges v.

1:25-cv-03738-JPO was filed against certain of

the Company’s directors and officers, alleging derivative liability based on the same factual allegations made in the securities

class action.

On May 13, 2025, a second substantially identical derivative complaint captioned Robinson v.

Seth et al ., Case No.

1:25-cv-04012-JPO was filed.

On June 24, 2025, the Court consolidated the derivative cases and, on July 29, 2025, the parties to the derivative

cases filed a stipulation with the Court to stay those matters pending resolution of the motion that defendants will file in the securities

class action.

The Court so-ordered that stipulation on July 30, 2025, and re-captioned the case as In re Actinium Pharmaceuticals,

Derivative Litigation.

June 17, 2025, a purported shareholder served Actinium with a demand for books and records pursuant to Section 220 of the Delaware General

Corporation Law.

In general, the demand seeks documents relating to the facts at issue in the above-described securities class action

and derivative cases.

The Company rejected the shareholder demand by letter dated July 8, 2025.

The parties continue to discuss the demand,

though the shareholder has not followed up on his demand since October 2025.

Company and other Defendants intend to defend vigorously against such claims, however, there can be no assurances as to the outcome.

August 2020, the Company entered into the Capital on Demand™ Sales Agreement with JonesTrading Institutional Services LLC, “JonesTrading”,

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under the Amended Sales Agreement.

the year ended December 31, 2024, the Company sold 3.5 million shares of common stock, resulting in gross proceeds of $ 29.9 million and

net proceeds of $ 29.3 million.

During the year ended December 31, 2023, the Company sold 1.9 million shares of common stock, resulting

in gross proceeds of $ 15.1 million and net proceeds of $ 14.6 million.

Company presently has one equity compensation plan, the 2019 Amended and Restated Stock Plan, (the “2019 Plan”).

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

to employees, directors and consultants is 9,333,333 shares.

Company had two equity compensation plans that expired on September 9, 2023;

the Company’s Amended and Restated 2013 Stock Plan

and the Company’s 2013 Equity Incentive Plan.

The Company did not sell any shares of common stock during the year ended

December 31, 2025 under the A&R Sales Agreement.

During the year ended December 31, 2024, the Company sold 3.5 million shares of common

stock, resulting in gross proceeds of $ 29.9 million and net proceeds of $ 29.3 million under the A&R Sales Agreement.

The Company presently has one equity compensation plan, the 2019 Stock

The 2019 Plan has an expiration date of October 18, 2029 and the number of shares of our common stock authorized under the

plan for grant to employees, directors and consultants is 9,333,333 shares.

is a summary of stock option activity for the years ended December 31, 2025 and 2024:

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Granted 61 1.42

Exercised ( 10 ) 7.39

Cancelled ( 5,099 ) 6.43

8 unchanged sentences

and (4) zero expected dividends.

2023, the Company granted its employees and members of the Board of Directors options to purchase 2.4 million shares of common stock

with an exercise price ranging from $ 5.00 to $ 11.60 per share, a term of 10 years, and a vesting period from 4 to 4.2 years.

options have an aggregated fair value of $ 9.0 million that was calculated using the Black-Scholes option-pricing model.

Variables used

in the Black-Scholes option-pricing model include:

(1) discount rate range from 3.5 % to 4.82 % (2) expected life of 6 years, (3) expected

volatility range from 79.0 % to 81.6 %, and (4) zero expected dividends.

the years ended December 31, 2024 and 2023, options to purchase 0.5 million and 0.3 million common shares were cancelled, respectively,

upon the termination of employment.

The fair values of all options

issued and outstanding are being amortized over their respective vesting periods.

The unrecognized compensation expense at December 31,

2024 was $ 9.1 million related to unvested options, which is expected to be expensed over a weighted average of 2.6 years.

and 2023, the Company recorded total option expense of $ 4.6 million and $ 3.2 million, respectively.

2024, the Company granted newly hired employees options to purchase 0.2 million shares of common stock with an exercise price ranging

from $ 7.20 to $ 8.15 per share, a term of 10 years , and a vesting period of 4 years.

The options have an aggregated fair value of

$ 0.6 million that was calculated using the Black-Scholes option-pricing model.

Variables used in the Black-Scholes option-pricing model

(1) discount rate range from 4.19 % to 4.45 % (2) expected life of 6 years, (3) expected volatility range from 80.5 % to 90.5 %,

and (4) zero expected dividends.

March 31, 2025, the Board of Directors approved of the cancellation of stock options to purchase an aggregate of 4.9 million shares of

common stock held by certain current employees and directors that were initially granted under the Amended and Restated 2013 Stock Plan

and the 2019 Amended and Restated Stock Plan.

Such cancellations were subject to the consent of the applicable holders of the stock options,

which the Company received.

The cancellation of these stock options resulted in the recording of $ 8.8 million in stock option compensation

expense for the year ended December 31, 2025.

During the year ended December 31, 2024, the Company recorded stock option compensation

expense of $4.6 million.

fair values of all options issued and outstanding are being amortized over their respective vesting periods.

The unrecognized compensation

expense at December 31, 2025 was $ 0.1 million related to unvested options, which is expected to be expensed over a weighted average of

is a summary of restricted stock unit (“RSUs”) activity for the years ended December 31, 2025 and 2024:

(in thousands, except for per-share amount)

Grant Date Fair Value Per Share ($)

Value Per Share ($)

Outstanding, January 1, 2024

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Outstanding, December 31, 2025

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.

The fair value of the RSUs, $ 1.8 million, was

determined based on the stock prices on the dates of the grants and each RSU grant is being recognized over its respective three-year

The unrecognized compensation expense at December 31, 2024 of $ 0.4 million is expected to be expensed over a weighted average

of 0.6 years.

During 2024 and 2023, the Company recorded compensation expense related to RSUs of $ 0.6 million and $ 0.6 million, respectively.

RSUs vested on August 18, 2025.

The fair value of the RSUs, $ 1.8 million, was determined based on the stock price on the date of the

grants and was recognized over three years.

During the years ended December 31, 2025 and 2024, the Company recorded compensation expense

related to RSUs of $ 0.4 million and $ 0.6 million, respectively.

is a summary of warrant activities for the years ended December 31, 2025 and 2024:

4 unchanged sentences

Outstanding, January 1, 2024 1,442 16.42 0.34 -

Granted 2 8.77 10.00

Expired ( 1,435 ) 16.42

Outstanding, December 31, 2024 7 17.33 4.46 -

Expired ( 1,435 ) 16.42

Outstanding, December 31, 2025 7 17.33 3.45 -

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8 - Income Taxes

income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets and

liabilities at December 31, 2024 and 2023 are as follows:

following table presents the domestic and foreign components of loss before income taxes for the years ended December 31, 2025 and 2024,

respectively:

Loss before Income Taxes

United States

The components of income tax provision consist of the following for the

years ended December 31, 2025 and 2024, respectively:

(in thousands)

Income Tax Expense

State & Local

Deferred Tax Expense

State & Local

Net Income Tax Expense

No income taxes were paid during

the years ended December 31, 2025 and 2024, respectively.

Deferred income taxes reflect

the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and

the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets and liabilities at December

31, 2025 and 2024 are as follows:

(in thousands)

Deferred tax assets:

4 unchanged sentences

Capitalized research and development expenses

Lease liabilities

Total gross deferred tax assets

valuation allowance

Deferred tax assets, net

Company has recorded a valuation allowance of $ 101.6 million and $ 90.6 million against its deferred tax assets at December 31, 2024 and

2023 respectively, because management determined that it is not more-likely-than not that those assets will be realized.

federal income tax purposes, the Company has $ 189.3 million of unused net operating losses (“NOLs”) at December 31, 2024

available for carry forward to future years.

NOLs of $ 104.8 million generated prior to 2018 will begin to expire if unused beginning

in 2026 when approximately $ 3.9 million in NOLs are due to expire.

The Company’s largest NOLs will begin to expire in 2034 - 2037,

with each year in excess of $ 15 million.

NOLs generated in 2018 and later years of $ 84.6 million have an indefinite life, but will be

limited to 80 % of their value if used in a tax year ending after January 1, 2023.

state income tax purposes, the Company has $ 327.8 million of unused NOLs at December 31, 2024 available for carry forward to future years.

These NOLs will begin to expire in 2035 if unused.

Deferred tax liabilities:

Lease right-of-use assets

Total gross deferred tax assets

Deferred tax assets, net

In assessing the realizability

of the net deferred tax assets, the Company considers all relevant positive and negative evidence to determine whether it is more likely

than not that some portion of the deferred income tax will not be realized.

The realization of gross deferred tax assets is dependent

on several factors, including the generation of sufficient taxable income prior to expiration of the net operating loss carryforwards.

At December 31, 2025 and 2024, the Company has recorded a full valuation allowance against its net deferred tax assets of approximately

$ 116.1 million and $ 101.6 million respectively.

The change in the valuation allowance during the year ended December 31, 2025 was $ 14.5

At December 31, 2025, the Company

had federal net operating loss (NOL) carryforwards of $ 218.9 million At December 31, 2025, the Company had foreign NOL carryforwards of

$ 48 thousand.

At December 31, 2025 the Company had federal research and development and Orphan drug credit credits of $ 24.8 million.

NOL carryforwards of $ 104.8 million generated prior to 2018 will begin to expire if unused beginning in 2026, when $ 3.6 million in NOLs

are due to expire.

The Company’s largest NOLs will begin to expire in 2034 - 2037, with each year in excess of $ 15 million.

generated in 2018 and later years of $ 114.6 million have an indefinite life, but will be limited to 80 % of their value.

Sections 382 and 383 of the Internal

Revenue Code of 1986 subject the future utilization of net operating losses and certain other tax attributes, such as research and experimental

tax credits, to an annual limitation in the event of certain ownership changes.

The Company may be subject to the net operating loss utilization

provision of Section 382 of the Internal Revenue Code.

The effect of an ownership change would be the imposition of an annual limitation

of the use of NOL carryforwards attributable to periods before the change.

The amount of the annual limitation depends upon the value

of the Company immediately before the change, changes to the Company’s capital during a specified period prior to the change, and

the federal published interest rate.

Although the Company has not completed an analysis under Section 382 of the Code, it is likely that

the utilization of the NOLs will be limited.

For state income tax purposes,

the Company has $ 204.6 million of unused NOLs at December 31, 2025 available for carry forward to future years.

These NOLs will begin

to expire in 2035 if unused.

Company has federal research and development tax credits of $ 8.1 million at December 31, 2025, which will begin to expire in 2033 if

unused and orphan drug credits of $ 16.7 million which will begin to expire in 2037 if unused.

and state tax laws impose limitations on the utilization of net operating losses and credit carryforwards in the event of an ownership

change for tax purposes, as defined in Section 382 of the Internal Revenue Code.

Accordingly, the Company’s ability to utilize

these carryforwards may be limited as a result of an ownership change which may have already happened or may happen in the future.

an ownership change could result in a limitation in the use of the net operating losses in future years and possibly a reduction of the

net operating losses available.

Tax Cuts and Jobs Act of 2017 (TCJA) has modified the IRC 174 expenses related to research and development for the tax years beginning

after December 31, 2021.

Under the TCJA, the Company must now capitalize the expenditures related to research and development activities

and amortize them over five years for U.S.

activities and 15 years for non-U.S.

Since this has been the Company's policy

since 2018, the current year capitalization of research and development costs in accordance with IRC 174 was $ 28.0 million for a total

accumulated gross amount of $ 87.9 million as of December 31, 2024.

difference between the income tax provision and the amount that would result if the U.S.

Federal statutory rates were applied to pre-tax

losses for the year ended December 31, 2024 and 2023 are as follows:

losses for the year ended December 31, 2025 and 2024 after the adoption of ASU 2023-09 are as follows:

(in thousands)

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State income taxes

Deferred true-up

Foreign tax effects

Research and development/orphan drug tax credit

Stock-based compensation

Non-taxable or nondeductible items:

162M- disallowed salary

Change in valuation allowance

Provision for income tax

Note 9 - Subsequent Events

On March 27, 2025, a putative

class action complaint (the “Complaint”) was filed by alleged stockholder Nihil Kohil against the Company and executives Sandesh

Seth, Avinash Desai, Madhuri Vusirikala, and Sergio Giralt, styled Kohil v.

Actinium Pharmaceuticals, Inc., et al ., Case No.

1:25-cv-02553 in the Southern District of New York, wherein, the Complaint alleges that the defendants made material misrepresentations

and omissions concerning the Iomab-B Phase 3 Sierra Trial and the plaintiff asserts claims against all defendants pursuant to section

10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, as well

as additional claims against the individual defendants pursuant to Section 20(a) of the Exchange Act.

The Complaint purports to

assert class action claims on behalf of all persons and entities that purchased or otherwise acquired Actinium securities between October

31, 2022 and August 2, 2024.

Plaintiff seeks unspecified damages.

The defendants have not yet

responded to the complaint, and they intend to vigorously defend themselves against the plaintiff’s allegations, however, there

can be no assurances as to the outcome.

On March 31, 2025, our Board

of Directors of approved the cancellation of certain stock options to purchase 5,149,944 shares of common stock held by certain current

employees and directors that were initially granted under the Company’s Amended and Restated 2013 Stock Plan and 2019 Amended and

Restated Stock Plan.

FSuSuch cancellation is subject to the consent of the applicable holder of the stock options, which the Company is

expecting to receive shortly following the filing of this Annual Report on Form 10-K.

Our Compensation Committee intends to conduct an

analysis of our equity compensation plan and develop an equity compensation strategy that satisfies the purpose of the 2019 Plan to attract

and retain the best available personnel who can make meaningful contributions towards achieving the business objectives of the Company.

are also required to evaluate, measure, recognize and disclose any uncertain income tax provisions taken on their income tax returns.

The Company has analyzed its tax positions and has concluded that as of December 31, 2025 there were no uncertain positions.

The Company’s

federal and state net operating losses have occurred since its inception in 2009 and as such, tax years subject to potential tax

examination could apply from that date.

This is because the utilization of net operating losses from prior years opens the relevant year

to audit by the IRS and/or state taxing authorities.

Interest and penalties, if any, as they relate to income taxes assessed, are included

in the income tax provision.

The Company did not have any unrecognized tax benefits and has not accrued any interest or penalties for

the years ended December 31, 2025 and 2024.

9 – Subsequent Event

In February 2026, the Chief Financial Officer of the Company tendered

his resignation.

To fill this executive vacancy, the Board of Directors of the Company appointed Sandesh Seth, the current Chairman and

Chief Executive Officer, to serve as the Principal Financial Officer.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data