What changed in this filing

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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-03-31 · 327 added, 350 removed, 839 unchanged (45% of the section changed)

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controls and procedures.

The Company, under the supervision and with the participation of its management, including the Company’s

principal executive officer and principal financial and accounting officer, evaluated the effectiveness of the Company’s “disclosure

controls and procedures,” as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Securities Act of 1934, as amended

The Company, under the supervision and with the participation of its management,

including the Company’s principal executive officer and principal financial and accounting officer, evaluated the effectiveness

of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) and 15d-15(e) under

the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K.

Based on that evaluation, the

Company’s principal executive officer and principal financial and accounting officer have concluded that the Company’s disclosure

controls and procedures are effective as of December 31, 2024 to ensure that information required to be disclosed by the Company in reports

that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in

Securities and Exchange Commission rules and forms, and includes controls and procedures designed to ensure that information required

to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the Company’s

principal executive officer and principal financial and accounting officer, as appropriate, to allow timely decisions regarding required

Based on that evaluation, the Company’s

principal executive officer and principal financial and accounting officer have concluded that the Company’s disclosure controls

and procedures are effective as of December 31, 2025 to ensure that information required to be disclosed by the Company in reports that

it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules

and forms, and includes controls and procedures designed to ensure that information required to be disclosed by the Company in such reports

is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal

financial and accounting officer, as appropriate, to allow timely decisions regarding required disclosure.

Annual Report on Internal Control Over Financial Reporting.

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Chairman and Chief Executive Officer

Steve O’Loughlin

Chief Financial Officer (Principal Financial and Accounting

Almenoff, M.D., Ph.D.

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Shetty, Ph.D.

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 Certificate of Incorporation.

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

Officers serve at the discretion of the Board of Directors.

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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 plus years

of experience in investment banking (Laidlaw& Co (UK) Ltd., Cowen & Co.), equity research (Bear Stearns, Commonwealth Associates)

and in the pharma industry (Pfizer, Warner-Lambert, SmithKline in strategic planning, business development and R&D project management).

Seth was chairman of Relmada Therapeutics Inc., a specialty pharma company focused on CNS therapeutics, which he helped co-found.

Seth has 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.

In February 2026, our former Chief Financial Officer and Principal Financial Officer, resigned

from Actinium, and our Board appointed Mr.

Seth as Principal Financial Officer.

has 25 plus years of experience in investment banking (Laidlaw& Co (UK) Ltd., Cowen & Co.), equity research (Bear Stearns,

Commonwealth Associates) and in the pharma industry (Pfizer, Warner-Lambert, SmithKline in strategic planning, business development and

R&D project management).

Seth was chairman of Relmada Therapeutics Inc., a specialty pharma company focused on CNS therapeutics,

which he helped co-found.

Seth has an MBA in Finance from New York University;

in the Pharmaceutical Sciences from the University of Oklahoma

Health Center and a B.Sc.

in the Pharmaceutical Sciences from

the University of Oklahoma Health Center and a B.Sc.

in Chemistry from Bombay University.

He has published several scientific articles and was awarded the University

Regents Award for Research Excellence at the University of Oklahoma.

Seth was designated as Regulatory Affairs Certified by the

Regulatory Affairs Professionals Society which signifies proficiency with U.S.

He has published several scientific articles

and was awarded the University Regents Award for Research Excellence at the University of Oklahoma.

Seth was designated as Regulatory

Affairs Certified by the Regulatory Affairs Professionals Society which signifies proficiency with U.S.

FDA regulations.

He has several patents related to

the use of radiopharmaceuticals as conditioning agents for adoptive cell therapies and as therapeutic combinations.

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

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

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

several patents related to the use of radiopharmaceuticals as conditioning agents for adoptive cell therapies and as therapeutic combinations.

Seth has served in various business executive-level positions

over the course of his career, has significant investment banking experience, has developed significant management, operational and leadership

skills and is well accustomed to interfacing with investors, analysts, auditors, C-level executives, and outside advisors, led us to conclude

Seth should serve as a director.

O’Loughlin, Chief Financial Officer

O’Loughlin has been our Chief Financial Officer since August 2020.

O’Loughlin served as our Principal Financial

Officer from May 2017 to August 2020.

O’Loughlin joined Actinium in October 2015 as Vice President, Finance

and Corporate Development, with almost a decade of life sciences industry experience gained from previous positions in investment banking

and publicly traded life sciences companies.

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

O’Loughlin worked

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

O’Loughlin held the position

of vice president, corporate finance and development and was a corporate officer at Protea Biosciences, Inc., a publicly traded life

sciences tools company.

Previously, From June 2010 to June 2012, Mr.

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.

Almenoff, M.D., Ph.D., Director

has been a Director of the Company since November 2024 and is a member of our Nominating and Corporate Governance Committee.

is an accomplished biopharma executive with 25 years of senior leadership experience.

She currently serves as a Board Director and

advisor to management of numerous biopharma companies.

Almenoff served as President and Chief Medical Officer of Furiex Pharmaceuticals,

which was acquired by Actavis plc (now AbbVie) for $1.2B.

Furiex developed eluxadoline (Viberzi ® ), which was approved

both in the United States and Europe.

Almenoff has been a Director of the Company since November 2024 and is a member of our Nominating and Corporate Governance

June Almenoff is an accomplished biopharma executive with 25 years of senior and C-level leadership

She currently serves as a Board Director and advisor to management of biopharma companies and venture capital groups.

Almenoff served as President and Chief Medical Officer of Furiex Pharmaceuticals, which was acquired by Actavis plc (now

AbbVie) for $1.2B.

Furiex developed eluxadoline (Viberzi ® ), which was approved both in the United States

She also served as Chief Medical Officer of RedHill Biopharma Ltd (Nasdaq:

RDHL) leading a

team that was instrumental in positioning Talicia ® as a first-line therapy.

RDHL) leading a team that was instrumental in

positioning Talicia ® as a first-line therapy.

Earlier in her career, Dr.

at GlaxoSmithKline (GSK) for 12 years, where she held various positions of increasing responsibility.

She was a Vice President in

the Clinical Safety Organization, chaired a PhRMA-FDA working group, and worked in the area of scientific licensing.

also led the development of pioneering data analytics systems, which have been widely adopted by industry and regulators to minimize

clinical risk for both development and marketed drugs.

has strong expertise in translational medicine, clinical development, commercial strategy, and business development across many

therapeutic areas.

Almenoff has led or contributed to numerous regulatory submissions, product approvals and launches.

Almenoff is currently a member of the investment advisory board of the Harrington Discovery Institute (a venture philanthropy) and

an Executive Venture Partner, part time, at 82 Venture Studios, which is affiliated with Alloy Ventures.

She is a member of the

Board of Directors of Avalo

Therapeutics, Inc.

AVTX) and Tenax Therapeutics (Nasdaq:

She previously served as a member of the board of

directors of TiGenix NV (formerly Nasdaq:

TIG), which was acquired by Takeda, Brainstorm Cell Therapeutics (Nasdaq:

BCLI), and OHR

Pharmaceutical (formerly Nasdaq:

Almenoff was at GlaxoSmithKline (GSK)

for 12 years, where she held various positions of increasing responsibility.

She was a Vice President in the Clinical Safety

Organization, chaired a PhRMA-FDA working group, and worked in the area of scientific licensing.

Almenoff also led the

development of pioneering data analytics systems, which have been widely adopted by industry and regulators to minimize clinical

risk for both development and marketed drugs.

brings expertise in translational medicine, clinical development, commercial strategy, and business development across many therapeutic

She has led or contributed to numerous regulatory submissions, product approvals and launches.

She is an Executive Venture Partner

at Alloy Therapeutics/82VS, where she co-founded a portfolio company, and serves as its Executive Board Chair.

She is also a member of

the investment advisory board of the Harrington Discovery Institute and a director Tenax Therapeutics (Nasdaq:

She previously

served as a member of the board of directors of Avalo Therapeutics (Nasdaq:

TiGenix NV (formerly Nasdaq:

which was acquired

by Takeda, and Brainstorm Cell Therapeutics (Nasdaq:

received her B.A.

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70 publications.

Almenoff brings over 25 years of drug development experience having served in executive-level leadership roles as Chief

Medical Officer where she contributed to the approval of novel therapies as well as business development activities and that she advises

and serves on the board of several biopharmaceutical companies led us to conclude that Dr.

Almenoff brings over 25 years of drug development experience having

served in executive-level leadership roles as Chief Medical Officer where she contributed to the approval of novel therapies as well as

business development activities and that she advises and serves on the board of several biopharmaceutical companies led us to conclude

Almenoff should serve as a director.

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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.

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.

Nicholson, Ph.D., Director

Nicholson Ph.D., serves as our Lead Independent Director of our Board and has been a Director of the Company since 2008.

Nicholson serves as our Lead Independent Director of our Board and has been a Director of the Company since 2008.

is also a member of our Compensation Committee.

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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 Adverum

Biotechnologies, Rapalogix Health, Wild Biosciences and Volastra Therapeutics, 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

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 Adverum Biotechnologies, Rapalogix Health, Wild Biosciences and Volastra Therapeutics, 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

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his significant educational 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.

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.

should serve as a director.

Shetty should serve as a director.

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.

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.

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,

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.

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He holds BBA and MBA degrees from Pace University and is a Certified Public Accountant (inactive).

Steinhart brings more than 35 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

Steinhart brings more than 35 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.

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directors are divided into three classes, designated Class I, Class II and Class III.

Class I shall consists of two directors, Class

Class I shall consist of two directors, Class

II shall consist of one director, and Class III consists of one director.

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Executive Officer Compensation

On August 12, 2020, we and

Seth entered into an employment agreement whereby Mr.

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.

On August 12, 2020, we and Mr.

Seth entered into an employment agreement

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 to Mr.

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.

the terms of the employment agreement, Mr.

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Seth will receive any accrued and unpaid base salary, the Pro-Rated Bonus and benefits through the date of termination.

we terminate Mr.

Seth’s employment without Cause, or if Mr.

Seth resigns for Good Reason other than in connection with a Change

in Control, Mr.

Seth will be entitled to (i) a single lump sum payment equal to 24 months of his compensation, (ii) continued health

benefits for 24 months, (iii) immediate vesting of all outstanding equity awards granted to Mr.

Seth, and (iv) a single lump sum payment

equal to his annual bonus subject to the achievement of the applicable goals, pro-rated based on the number of days in the Company’s

fiscal year through the date of termination (the “Pro-Rated Bonus”).

addition, if we terminate Mr.

If we terminate Mr.

Seth’s employment without Cause, or if Mr.

Seth resigns for Good Reason, or if we fail to renew his

position as Chief Executive Officer and Chairman on February 24, 2027, in any case, within the 12-month period beginning on the date

of a Change in Control (as defined 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.

resigns for Good Reason other than in connection with a Change in Control (as defined in the 2019 Plan), Mr.

Seth will be entitled to

(i) a single lump sum payment equal to 24 months of his compensation, (ii) continued health benefits for 24 months, (iii) immediate vesting

of all outstanding equity awards granted to Mr.

Seth, and (iv) a single lump sum payment equal to his annual bonus subject to the achievement

of the applicable goals, pro-rated based on the number of days in the Company’s fiscal year through the date of termination (the

“Pro-Rated Bonus”).

In addition, if we terminate Mr.

Seth’s employment without Cause

Seth resigns for Good Reason, or if we fail to renew his position as Chief Executive Officer and Chairman on February 24, 2027,

in any case, within the 12-month period beginning on the date of a Change in Control, 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.

Financial Officer Compensation

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

O’Loughlin, pursuant to which he serves as Chief Financial Officer

of the Company.

Under the terms of the employment agreement, Mr.

O’Loughlin is entitled to (i) a base salary, which shall be determined

by the Board, (ii) a performance bonus, which may be up to 30% of the annual base salary based upon the achievement of certain objectives

such as the Board shall determine and (iii) options to purchase shares of common stock of the Company as the Board may grant.

O’Loughlin’s annual base salary was set at $420,000, and for 2024, his annual base salary was set at $436,800.

and if granted, options will have an exercise price equal to the closing price of the Company’s common stock on the date of the

approval, and 2% of the grant will vest each month from the grant date until fully vested, in accordance with the 2019 Plan.

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.

addition, if we terminate Mr.

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

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

a Change in Control, Mr.

O’Loughlin will be entitled to (i) a single lump sum payment equal to his annual base salary, (ii) continued

health benefits for 12 months, and (iii) immediate vesting of all outstanding equity awards granted to Mr.

of Directors Meetings and Attendance

During 2024, our Board of

Directors held six meetings and acted by unanimous written consent on one occasion.

Each director attended at least 75% of the aggregate

of the meetings of our Board and the committees of which he or she was a member during the year ended December 31, 2024.

2025, our Board of Directors held six meetings and acted by unanimous written consent on one occasion.

Each director attended at least

75% of the aggregate of the meetings of our Board and the committees of which he or she was a member during the year ended December 31,

of the Board of Directors

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Company’s objectives and stockholder interests.

The Compensation Committee met one time during 2024.

The Compensation Committee met two times during 2025.

Each member of the Compensation

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

overseeing the administration

of our Code of Business Ethics and Conduct and related policies;

overseeing the administration of our Code of Business Ethics (the “Code

of Ethics”) and related policies;

leading the search for

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personal and skill set compatibility with current Board members, industry reputation, knowledge of our company generally, and independence.

The Nominating and Corporate Governance Committee met one time during 2024.

The Nominating and Corporate Governance Committee met two times during 2025.

Each member of the Nominating and Corporate Governance Committee

was present at all committee meetings held in 2025.

Amended and Restated Bylaws, as amended (the “Bylaws”) contains provisions that address the process by which a stockholder

Our Bylaws contain provisions that address the process by which a stockholder

may nominate an individual to stand for election to the Board at our annual meetings.

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owned, any hedging, derivative, short or other economic interests and any rights to vote any shares) and any material monetary or other

relationships between the recommended person and the proposing stockholder and/or the beneficial owners, if any, on whose behalf the

nomination is being made.

relationships between the recommended person and the proposing stockholder and/or the beneficial owners, if any, on whose behalf the nomination

is being made.

approach toward Board diversity takes into consideration the overall composition and diversity of the Board and areas of expertise that

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overall advice and oversight.

In 2023, the Nominating and Corporate Governance Committee together with the Chairman and CEO, formally

undertook a process, including engaging with executive search firms and our internal human resources department, to identify and evaluate

qualified candidates to address the Board’s diversity and composition.

The Nominating and Corporate Governance met one time in

2024 to review the Board’s composition and diversity.

Our entire Board was involved in the process to evaluate new potential directors,

which included reference checks and in-person meetings.

In October 2024, we increased our Board to six members and effective November

2024, added Dr.

June Almenoff as a Class III Director who also serves on our Nominating and Corporate Governance Committee.

we strive to assemble and maintain a Board that brings to us a variety of perspectives and skills derived from business and professional

experience as we may deem are in our and our stockholders’ best interests.

In doing so, we also consider candidates with appropriate

non-business backgrounds.

Generally, we strive to assemble and maintain a Board that brings to us a variety of perspectives and skills

derived from business and professional experience as we may deem are in our and our stockholders’ best interests.

we also consider candidates with appropriate non-business backgrounds.

September 2017, our Board of Directors created the position of Lead Director and designated David Nicholson, an existing independent

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or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Company has adopted a code of ethics, (the “Code of Ethics”), a copy of which is attached as Exhibit 14.1 to the Form 8-K

filed on January 2, 2013.

The Company has adopted the Code of Ethics, applicable to all our employees,

including our principal executive officer and principal financial officer, a copy of which is included as Exhibit 14.1 to this Annual

Report on Form 10-K.

Trading Policy

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adopted Rule 10b5-1 trading plans, if any.

EXECUTIVE COMPENSATION

Discussion and Analysis

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

Further, 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 2023 and 2024, 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.

currently employ two executive officers:

(1) Sandesh Seth, our Chairman and Chief Executive Officer (who we refer to in this Compensation

Discussion and Analysis as our CEO) and (2) Steve O’Loughlin, our Chief Financial Officer.

Our Compensation Committee of our Board of Directors has the responsibility

to review, determine and approve compensation for our executive officers.

Further, our Compensation Committee oversees our overall compensation

strategy, including compensation policies, plans and programs that cover all employees.

At our 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 2024 and 2025, 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.

At our 2025 Annual Meeting

of Stockholders, our Stockholders voted on an advisory basis to approve the compensation of named executive officers.

currently employ one executive officer, Sandesh Seth, our Chairman and Chief Executive Officer (who we refer to in this Compensation

Discussion and Analysis as our CEO.

Steve O’Loughlin, our former Chief Financial Officer served as our Chief Financial Officer,

or CFO, through February 2026.

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

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Grant Practices

stock options and/or restricted stock units granted to the NEOs and other executives are approved by the Compensation Committee.

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

All stock options and/or restricted stock units granted to the NEOs and

other executives are approved by the Compensation Committee.

Exercise prices for options are set at the closing price of our common stock

on the date of grant.

Grants are generally made:

(i) on the employee’s

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

However, grants have

been made at other times during the year.

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

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

Also, grants may be made in connection

with promotions or job-related changes in responsibilities.

In addition, on occasion, the Compensation Committee may make additional

special awards for extraordinary individual or company performance.

(i) on the employee’s start date and (ii) at Board of Director meetings held once

each year and following annual performance reviews.

However, grants have been made at other times during the year.

The size of year-end

grants for each NEO is assessed against our internal equity guidelines.

Current market conditions for grants for comparable positions

and internal equity may also be assessed.

Also, grants may be made in connection with promotions or job-related changes in responsibilities.

In addition, on occasion, the Compensation Committee may make additional special awards for extraordinary individual or company performance.

Setting Process

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

EXECUTIVE COMPENSATION

Compensation Table

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Steve O’Loughlin

Chief Financial Officer

Former Chief Financial Officer (through February 2026)

The bonus disclosed in

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the option awards by the NEOs.

Disclosure to Summary Compensation Table

a discussion of the material terms of each named executive officer’s employment agreement or arrangement, refer to the sections

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

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

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

Disclosure to Summary Compensation Table – Potential Payments Upon Termination or Change in Control

Executive Officer Compensation

On August 12, 2020, we and Mr.

Seth entered into an employment agreement

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 to Mr.

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.

the terms of the employment agreement, Mr.

Seth is entitled to (i) a base salary, which will be determined by the Board and adjusted

to be competitively aligned to a range between the 25th and 75th percentile of the relevant market data of chief executive officer positions

of similarly situated publicly companies, (ii) a performance bonus with a target of 50% of his annual base salary as well as other multipliers

as determined by the Board and (iii) options to purchase shares of common stock of the Company as the Board may grant.

For 2024, Mr.

Seth’s annual base salary was set at $733,200, and for 2025, his annual base salary was set at $762,320.

When and if granted, options will

have an exercise price equal to the closing price of the Company’s common stock on the date of the approval, and 2% of the grant

will vest each month from the grant date until fully vested, in accordance with the Company’s 2019 Stock Plan.

The options will

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

Seth’s continuing service with the Company.

Seth also receives the standard

benefits available to other similarly situated employees.

Seth’s employment

as Chief Executive Officer or Chairman is terminated due to death or disability, Mr.

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

benefits and the Pro-Rated Bonus for the year of termination.

Upon termination of his employment for Cause or his resignation without

Good Reason, Mr.

Seth will receive any accrued and unpaid base salary, the Pro-Rated Bonus and benefits through the date of termination.

If we terminate Mr.

Seth’s employment without Cause, or if Mr.

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

Seth will be entitled to (i) a single lump sum payment

equal to 24 months of his compensation, (ii) continued health benefits for 24 months, (iii) immediate vesting of all outstanding equity

awards granted to Mr.

Seth, and (iv) a single lump sum payment equal to his annual bonus subject to the achievement of the applicable

goals, pro-rated based on the number of days in the Company’s fiscal year through the date of termination.

addition, if we terminate Mr.

Seth’s employment without Cause or if Mr.

Seth resigns for Good Reason, or if we fail to renew his

position as Chief Executive Officer and Chairman on February 24, 2027, in any case, within the 12-month period beginning on the date

of a Change in Control, 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.

August 17, 2022, Mr.

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

to the Company prior to being employed by Actinium.

The terms of these RSUs included that they would 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 RSUs vested on August 17, 2025.

Upon vesting, 120,900 restricted stock units

were withheld to cover withholding taxes, resulting in 170,900 shares to be issued to Mr.

On March 31, 2025, our Board of Directors approved the cancellation of

certain stock options to purchase 4.9 million shares of common stock held by certain current employees and directors that were initially

granted under the Company’s 2013 Stock Plan and 2019 Stock Plan.

Such cancellation was subject to the consent of the applicable

holder of the stock options.

Seth consented to the cancellation of his outstanding stock options totaling 2,385,974 shares and as

such, holds no stock options as of December 31, 2025.

Chief Financial Officer/Principal Financial Officer Compensation

On February 11, 2026, Steve

O’Loughlin tendered his resignation as the Chief Financial Officer of the Company, effective as of February 27, 2026, to pursue

other opportunities.

O’Loughlin’s departure, on August 12, 2020,

we entered into an employment agreement with Mr.

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

Under the terms of the employment agreement, Mr.

O’Loughlin was entitled to (i) a base salary, which shall be

determined by the Board, (ii) a performance bonus, which may be up to 30% of the annual base salary based upon the achievement of

certain objectives such as the Board shall determine and (iii) options to purchase shares of common stock of the Company as the

Board may grant.

For 2024, Mr.

O’Loughlin’s annual base salary was set at $436,800, and for 2025, his annual base salary

was set at $445,536.

O’Loughlin resigned from the Company in February 2026.

On March 31, 2025, our Board of Directors approved the cancellation of

certain stock options to purchase 4.9 million shares of common stock held by certain current employees and directors that were initially

granted under the Company’s 2013 Stock Plan and 2019 Stock Plan.

Such cancellation was subject to the consent of the applicable

holder of the stock options.

O’Loughlin consented to the cancellation of his outstanding stock options totaling 703,255 shares

and as such, held no stock options as of December 31, 2025.

following table sets forth the compensation of our non-employee directors for the year ended December 31, 2025:

Awards (1)(2)

David Nicholson

Richard Steinhart

dollar amounts in this column represent the aggregate grant date fair value of options granted during 2024.

These amounts have been calculated

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

For a discussion of valuation assumptions, see Note

7 to our financial statements.

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

awards by the Directors.

December 31, 2024, the aggregate number of option awards outstanding for each director was as follows:

Almenoff, 50,000 (ii)

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

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

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

Steinhart, 185,817.

(3) Dr.Almenoff

was appointed as a director, effective November 1, 2024.

non-employee directors are paid an annual fee of $45,000 and in most years, receive stock option grants.

Nicholson as Lead Director

receives an additional annual fee of $10,000.

Board committee members receive the following compensation, in addition to their annual

BOD Committee

Our non-employee directors are paid an annual fee of $45,000 and in most

years, have received stock option grants.

Nicholson as Lead Director receives an additional annual fee of $10,000.

Board committee

members receive the following compensation, in addition to their annual fees:

Board Committee

Nominating and Corporate Governance

EQUITY AWARDS AT FISCAL YEAR-END – 2025

following table sets forth all unexercised stock options and unvested restricted stock units that have been awarded to our named executives

by the Company that were outstanding as of December 31, 2024.

Option Awards

(Exercisable)

(Unexercisable)

Steve O’Loughlin

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

As noted elsewhere in this report, on March 31, 2025, our Board of Directors

approved the cancellation of certain stock options to purchase 4.9 million shares of common stock held by certain current employees and

directors that were initially granted under the Company’s 2013 Stock Plan and 2019 Stock Plan.

Such cancellation was subject to

the consent of the applicable holder of the stock options.

O’Loughlin consented to the cancellation of each of

their stock options, and as such, both individuals held no stock options as of December 31, 2025.

Indemnification

of Directors and Officers

102(b)(7) of the Delaware General Corporation Law allows a corporation to provide in its certificate of incorporation that a director

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

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

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

or obtained an improper personal benefit.

Our certificate of incorporation provides for this limitation of liability.

Section 102(b)(7) of the Delaware General Corporation Law allows a corporation

to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or

its stockholders for monetary damages for breach of fiduciary duty as a director, except where the directors breached the duty of loyalty,

failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved

a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.

Our Certificate of Incorporation provides

for this limitation of liability.

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

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

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.

Expenses (including attorneys’ fees) incurred by an officer or director of the Corporation in defending any

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

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

it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized under Delaware law.

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.

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.

Expenses (including attorneys’ fees) incurred

by an officer or director of the Corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding

may be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or

on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be

indemnified by the Company as authorized under Delaware law.

Such expenses (including attorneys’ fees) incurred by former

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

officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms

and conditions, if any, as the Company deems appropriate.

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

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executive officers and directors.

At the present time, there is no pending litigation or proceeding involving

a director, officer, employee, or other agent of ours in which indemnification would be required or permitted and we are not aware of

any threatened litigation or proceeding that may result in a claim for such indemnification, in each case, except as set forth under “Legal

Proceedings.”

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

indemnification would be required or permitted and we are not aware of any threatened litigation or proceeding that may result in a claim

for such indemnification, in each case, except as set forth under “Legal Proceedings.”

of Certain Equity Awards

do not have any policies and practices on the timing of awards of stock options or other equity grants in relation to the disclosure

of material nonpublic information.

The Company grants stock options based on timelines in the normal course of business independent of

the occurrence of these types of events (e.g., at pre-established dates, such as on an employee’s start date, at board of director

meetings held once each year and following annual performance reviews).

During the last completed fiscal year, we did not grant equity

awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common

stock, and did not time the public release of such information based on award grant dates.

During the last completed fiscal year, we

have not made awards to any named executive officer during the period beginning four business days before and ending one business day

after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have

not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

We do not have any policies and practices on the timing of awards of stock

options or other equity grants in relation to the disclosure of material nonpublic information.

The Board and Compensation Committee grants

stock options based on timelines in the normal course of business independent of the occurrence of these types of events (e.g., at pre-established

dates, such as on an employee’s start date, at Board of Director meetings held once each year and following annual performance reviews).

During the last completed fiscal year, we did not grant equity awards in anticipation of the release of material nonpublic information

that is likely to result in changes to the price of our common stock, and did not time the public release of such information based on

award grant dates.

During the last completed fiscal year, we have not made awards to any named executive officer during the period beginning

four business days before and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing

of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the

value of executive compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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entities named have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.

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

Floor, New York, NY 10017.

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

Ownership (a)

Beneficial Owners of 5% or More of Our Common Stock

BlackRock, Inc.

1,691,914 (1)

The Vanguard Group

1,625,000 (2)

Named Executive Officers and Directors

1,414,624 (3)

Steve O’Loughlin

June Almenoff, M.D.

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Shetty, Ph.D.

Steve O’Loughlin (b)

All Directors and Officers as a Group (6 persons)

2,304,617 (9)(10)

Based on 31,175,949 shares

of common stock outstanding as of March 25, 2026

Based on the Schedule 13G

filed by BlackRock Inc.

(“BlackRock”) as the parent holding company or control person of BlackRock Advisors, LLC, BlackRock

Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Financial Management, Inc., and BlackRock Investment Management,

LLC with the SEC on January 29, 2024, reporting beneficial ownership as of December 30, 2023.

BlackRock is the beneficial owner of

1,691,914 shares of common stock and has sole voting power and sole dispositive power over 1,691,914 shares of common stock.

address for each of the reporting persons is 50 Hudson Yards, New York, NY 10001.

Based on the Schedule 13G/A

filed by The Vanguard Group, Inc.

(“Vanguard”) with the SEC on November 12, 2024, reporting beneficial ownership as of

September 30, 2024.

Vanguard is the beneficial owner of 1,625,000 shares of common stock and has shared voting power over 48,600

shares of common stock, sole dispositive power over 1,567,507 shares of common stock and shares dispositive power over 57,493 shares

of common stock.

The address for Vanguard is 100 Vanguard Blvd.

Malvern, PA 19355.

Includes 5,381 shares of

common stock and 1,414,624 shares of common stock underlying options that will have vested within 60 days of March 28, 2025.

Includes 1,183 shares of

common stock and 439,507 shares of common stock underlying options that will have vested within 60 days of March 28, 2025.

Includes 109,379 shares

of common stock underlying options that will have vested within 60 days of March 28, 2025.

Includes 333 shares of

common stock and 111,879 shares of common stock underlying options that will have vested within 60 days of March 28, 2025.

Includes 757 shares of

common stock and 109,379 shares of common stock underlying options that will have vested within 60 days of March 28, 2025.

Includes 316 shares of

common stock and 111,879 shares of common stock underlying options that will have vested within 60 days of March 28, 2025.

Includes 7,970 shares of

common stock and 2,296,647 shares of common stock underlying options that will have vested within 60 days of March 28, 2025.

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.

The former Chief Financial Officer, resigned effective as of

February 27, 2026

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

financial statements included in Form 10-K for the years ending December 31, 2024 and 2023, respectively, by Marcum LLP (PCAOB ID Number

The table below shows the aggregate fees billed for professional services

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

31, 2025 by CBIZ, (PCAOB ID Number 199) and December 31, 2024 by Marcum LLP (PCAOB ID Number 688).

Audit – Related Fees

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the registered accountants’ independence.

of the services rendered by Marcum in 2024 were pre-approved by the Audit Committee.

of the services rendered by CBIZ in 2025 were pre-approved by the Audit Committee.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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documents listed below are filed as part of this Form 10-K:

Report of Independent Registered Public Accounting Firm (Firm ID # 688)

Consolidated Balance Sheets as of December 31, 2024, and December 31, 2023

Consolidated Statements of Operations for the years ended December 31, 2024, and December 31, 2023

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024, and December 31, 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2024, and December 31, 2023

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (Firm ID # 199 ) F-1

Report of Independent Registered Public Accounting Firm (Firm ID # 688) F-2

Consolidated Balance Sheets as of December 31, 2025, and December 31, 2024 F-3

Consolidated Statements of Operations for the years ended December 31, 2025, and December 31, 2024 F-4

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025, and December 31, 2024 F-6

Consolidated Statements of Cash Flows for the years ended December 31, 2025, and December 31, 2024 F-7

Notes to Consolidated Financial Statements F-8

(a)(2) Consolidated

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

Actinium Pharmaceuticals, Inc.

Letter from Marcum dated May 8, 2025 (incorporated by reference to Exhibit 16.1 to Form 8-K filed on May 9, 2025).

Pharmaceuticals, Inc.

Insider Trading Policy and Procedures (included in Exhibit 14.1).

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

of Marcum LLP.

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial and Accounting Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

List of Subsidiaries

Consent of CBIZ CPAs P.C.

Consent of Marcum LLP

Certification

of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial and Accounting Officer, pursuant to 18 U.S.C.

Certification of Principal Executive

Officer and Principal Financial Officer, pursuant to 18 U.S.C.

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

Actinium Pharmaceuticals, Inc.

Pharmaceuticals, Inc.

Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to Form 10-K filed on March 29, 2024).

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ACTINIUM PHARMACEUTICALS, INC.

Chairman and Chief Executive Officer (Duly Authorized

Principal Executive Officer)

Steve O’Loughlin

Chief Financial Officer

(Duly Authorized Officer,

Principal Financial and Accounting Officer)

Chairman and Chief Executive Officer

(Duly Authorized

Officer, Principal Executive Officer, Principal Financial Officer)

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

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March 30, 2026

(Principal Executive Officer)

(Principal Executive Officer, Principal Financial Officer)

/s/ June Almenoff

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

What changed 10-K

Item 9A. Controls and Procedures