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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): February 11, 2026
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. ☐
Item
5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On February 11, 2026, Steve O’Loughlin tendered
his resignation as the Chief Financial Officer of Actinium Pharmaceuticals, Inc. (the “Company”), effective
as of February 27, 2026, to pursue other opportunities (the “Effective Date”). There were no disagreements with
the Company that contributed to Mr. O’Loughlin’s resignation.
Additionally, on February 13, 2026, to fill the
executive vacancy as a result of Mr. O’Loughlin’s resignation as the principal financial officer of the Company, the Board
appointed Sandesh Seth, the current Chairman and Chief Executive Officer of the Company, to serve as the principal financial officer,
effective as of the Effective Date.
Mr. Sandesh Seth has been the Chief Executive
Officer of the Company since June 2017. Mr. Seth has been a Director since March 2012, the Company’s Chairman of the Board since
October 2013, and served as Executive Chairman from August 2014 to June 2017. Mr. 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). Mr. Seth was chairman of Relmada
Therapeutics Inc., a specialty pharma company focused on CNS therapeutics, which he helped co-found. Mr. Seth has an MBA in Finance from
New York University, an M.S. 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. Mr. 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.
There are no family relationships between Mr.
Seth and any director or executive officer of the Company that would be required to be disclosed pursuant to Item 401(d) of Regulation
S-K, and there are no transactions involving Mr. Seth that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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: February 13, 2026 |
By: |
/s/ Sandesh Seth |
| |
|
Name: Sandesh Seth |
| |
|
Title: Chairman and Chief Executive Officer |
