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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported): November
26, 2025
Actinium Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-36374 |
|
74-2963609 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
100 Park Ave., 23rd Floor,
New York, New York 10017
(Address of principal executive offices) (Zip code)
(646) 677-3870
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
ATNM |
|
NYSE American |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY
NOTE
This Current
Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Actinium Pharmaceuticals, Inc. (the “Company”)
filed with the U.S. Securities and Exchange Commission on November 26, 2025 (the “Original Form 8-K”). The Original Form 8-K
reported the final voting results of the Company’s Annual General Meeting of Shareholders held on November 26, 2025 (the “Annual
Meeting”). The sole purpose of this Amendment is to disclose the Company’s decision regarding how frequently it will conduct
future shareholder advisory votes to approve the compensation of the Company’s named executive officers (“Say-on-Pay Vote(s)”)
in accordance with Item 5.07(d) of Form 8-K. No other changes have been made to the Original Form 8-K.
Item 5.07
Submission of Matters to a Vote of Security Holders
As previously
reported in the Original Form 8-K, in an advisory vote held at the Annual Meeting on the frequency of future Say-on-Pay Votes, the Company’s
shareholders expressed their preference for a Say-on-Pay Vote to be conducted every year. On March 20, 2026, the Company’s board
of directors considered the outcome of this advisory vote and determined that future Say-on-Pay Votes will be conducted every year. The
Company’s board of directors will re-evaluate this determination after the next shareholder advisory vote on the frequency of Say-on-Pay
Votes (which will be at the 2031 Annual General Meeting of Shareholders, unless presented earlier).
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
ACTINIUM PHARMACEUTICALS, INC. |
| |
|
|
| Date: March 26, 2026 |
By: |
/s/ Sandesh Seth |
| |
|
Name: Sandesh Seth |
| |
|
Title: Chairman and Chief Executive Officer |
