Item 3. Legal Proceedings
ITEM
3. LEGAL PROCEEDINGS.
From
time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation
is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business.
On 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, 2025.
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’
motion
On May
5, 2025, a shareholder complaint captioned Georges v. Seth et al. , Case No. 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, Inc. Derivative
Litigation.
On 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.
The
Company and other Defendants intend to defend vigorously against such claims, however, there can be no assurances as to the outcome.
ITEM
4. MINE SAFETY DISCLOSURES.
Not
Applicable.
72
PART
II