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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):
August 12, 2026
ACTINIUM PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-36374 |
|
74-2659386 |
(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)
Registrant’s telephone number, including
area code: (646) 677-3870
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 LLC |
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. ☐
INTRODUCTORY NOTE
This Current Report on Form 8-K reports the acceptance by NYSE Regulation of the previously disclosed compliance
plan submitted by Actinium Pharmaceuticals, Inc. (the “Company”) on June 18, 2026, and the granting of a plan period through
November 27, 2027 - the maximum period available under Section 1009 of the NYSE American Company Guide (the “Company Guide”)
- during which the Company’s common stock will continue to be listed and traded on NYSE American LLC (“NYSE American”)
under the symbol “ATNM.” This report also furnishes the Company’s related press release.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on May 27, 2026, Actinium
Pharmaceuticals, Inc. (the “Company”) received notice from NYSE American LLC (“NYSE American”) that the Company
was not in compliance with the continued listing standards set forth in Sections 1003(a)(ii) and (iii) of the NYSE American Company Guide
(the “Company Guide”). The Company submitted a compliance plan to NYSE American on June 18, 2026.
On August 12, 2026, the Company received a letter
from NYSE Regulation stating that it had reviewed and accepted the Company’s compliance plan submitted on June 18, 2026 and granted
the Company a plan period through November 27, 2027 (the “Plan Period”) to regain compliance with the applicable continued
listing standards.
During the plan period, while the Company is not
in compliance with the continued listing standards set forth in Sections 1003(a)(ii) and (iii) of the Company Guide, the Company’s
common stock will continue to be listed and traded on NYSE American pursuant to an extension, subject to the Company’s compliance
with the other continued listing requirements of NYSE American and periodic review by NYSE Regulation of the Company’s compliance
with the initiatives outlined in the compliance plan. If the Company does not regain compliance with the applicable continued listing
standards by the end of the Plan Period or does not make progress consistent with the compliance plan during the Plan Period, NYSE Regulation
may initiate delisting proceedings.
Item 7.01. Regulation FD Disclosure.
On August 14, 2026, the Company issued a press
release announcing NYSE Regulation’s acceptance of the Company’s compliance plan. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item
7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated August 14, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the continued listing
of the Company’s common stock on NYSE American, the Company’s compliance plan and the Plan Period, and the Company’s
ability to regain compliance with the continued listing standards of the Company Guide. The Company can provide no assurance that it will
make progress that NYSE Regulation determines to be satisfactory, that it will regain compliance during the Plan Period, or that subsequent
developments will not adversely affect its ability to do so or to remain in compliance with other NYSE American continued listing standards.
Forward-looking statements are subject to risks and uncertainties, including those described in the Company’s filings with the Securities
and Exchange Commission, and the Company undertakes no obligation to update any forward-looking statement except as required by law.
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: August 14, 2026 |
By: |
/s/ Sandesh Seth |
| |
Name: |
Sandesh Seth |
| |
Title: |
Chairman and Chief Executive Officer |
3
Exhibit 99.1

Actinium Pharmaceuticals Announces Actimab-A
Intellectual Property and Manufacturing Advances and Provides NYSE American Listing Update
NEW YORK, August 14, 2026 /PRNewswire/ –
Actinium Pharmaceuticals, Inc. (NYSE American: ATNM) (Actinium or the Company), a pioneer in the development of targeted radiotherapies,
today announced advances across its Actimab-A program, including recently acquired patents adding to a broad suite of IP, and expansion
of the Company’s manufacturing capacity, as the program approaches clinical milestones from the fourth quarter of 2026 and into
2027. The Company also provided an update on the status of its NYSE American listing.
Actiniums holds a broad IP portfolio covering
the manufacture of Actimab-A, as well as its use alone and in combination with other therapies in the treatment of myeloid hematological
malignancies including acute myeloid leukemia (AML) and myelodysplastic syndrome (MDS), in addition to solid tumor cancers via targeting
of tumor-resident myeloid-derived suppressor cells (MDSCs). Actimab-A patent portfolio activity in the last twelve months:
Actimab-A targeting of myeloid-derived suppressor
cells (MDSCs) for the treatment of solid tumors: Two United States patents issued — US 12,491,274 for the treatment of sarcoma,
expiring 15 October 2043, and US 12,539,340 for the treatment of solid tumors generally, alone or with checkpoint therapy, expiring 31
October 2043. Together they extend the anti-CD33 franchise beyond hematologic malignancy into solid tumors by targeting the immunosuppressive
myeloid cells of the tumor microenvironment rather than the tumor cells themselves. Applications remain pending in the United States,
Canada and Europe.
Actimab-A treatment of low peripheral blast
AML: US 12,410,249 issued, with a term to 12 October 2039, and Canadian application 3,022,802 entered pre-grant status, with a term
to 25 May 2037. Additional patents in this family have already issued in the United States and Japan; applications remain pending in the
United States and Europe.
Actimab-A venetoclax (BCL-2 inhibitor) combination
therapy for the treatment of AML: Canadian application 3,059,752 entered pre-grant status, with a term to 26 April 2038, covering
the use of Actimab-A together with venetoclax in AML. Three patents have already issued in the United States and one in Mexico; applications
remain pending in the United States, Europe, Japan and China.
Actimab-A CLAG-M combination therapy for the
treatment of AML: Canadian application 3,087,346 was allowed, with a term to 8 January 2039. A counterpart patent has already issued
in Japan; applications remain pending in the United States, Europe and Japan.
Actinium has amended its Investigational New Drug
(IND) application to add an additional manufacturer. The additional manufacturer will supply studies conducted under the Company’s
Cooperative Research and Development Agreement (CRADA) with the National Cancer Institute (NCI), together with additional Company-sponsored
studies, which carry clinical milestones expected from the second half of 2026 and throughout 2027. Establishing an additional manufacturing
source is intended to expand capacity and supply flexibility as Actimab-A advances into a broader set of studies across hematologic malignancies
and solid tumors.
NYSE American Listing Update
Actinium also announced today that NYSE Regulation
has accepted the Company’s plan submitted June 18, 2026, to regain compliance with the NYSE American continued listing standards
and granted the Company a plan period through November 27, 2027 (the “Plan Period”) - the maximum period available under Section
1009 of the NYSE American Company Guide (the “Company Guide”).
The Company’s common stock continues to
be listed and traded on NYSE American under the symbol ATNM during the Plan Period, subject to the Company’s compliance with the
terms of the compliance plan and the other continued listing standards of the NYSE American Company Guide. NYSE Regulation staff will
periodically review the Company’s compliance with the initiatives outlined in the compliance plan.
As previously disclosed, the Company is not currently
in compliance with Sections 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide, and its listing is being continued pursuant
to an extension through November 27, 2027.
About Actinium Pharmaceuticals, Inc.
Actinium is a pioneer in targeted radiotherapies
designed to improve outcomes for patients with cancer. The company employs a biology-driven approach to develop differentiated radiopharmaceuticals
for solid tumors and hematologic malignancies. Its mission is to transform cancer treatment through innovative radioconjugates that maximize
therapeutic efficacy while minimizing toxicity to healthy tissue by combining expertise in tumor biology, translational medicine, and
radiochemistry. Since inception, Actinium has focused on developing innovative radiotherapies. Its pipeline reflects this strategy across
three areas: (1) solid tumor therapeutics including ATNM-400 and Actimab-A with pan-tumor potential; (2) Actimab-A as a therapeutic backbone
for acute myeloid leukemia (AML) and myelodysplastic syndrome (MDS) in collaboration with the National Cancer Institute (NCI); and (3)
targeted conditioning agents including Iomab-B for bone marrow transplant and Iomab-ACT for cell and gene therapy conditioning. ATNM-400
targets a novel antigen distinct from PSMA and has demonstrated preclinical activity across metastatic castration-resistant prostate cancer
(mCRPC), non-small cell lung cancer (NSCLC), and breast cancer. Actimab-A has shown improved survival in relapsed/refractory AML with
CLAG-M and is advancing toward a Phase 2/3 trial, with additional development ongoing through a CRADA with the NCI. Actinium is also advancing
preclinical solid tumor programs and holds ~250 patents and patent applications, including intellectual property related to cyclotron-based
production of Ac-225. For more information, please visit www.actiniumpharma.com.
Forward-Looking Statements
This press release may contain projections or
other “forward-looking statements” within the meaning of the “safe-harbor” provisions of the Private Securities
Litigation Reform Act of 1995 regarding future events or the future financial performance of the Company which the Company undertakes
no obligation to update. These statements are based on management’s current expectations and are subject to risks and uncertainties
that may cause actual results to differ materially from the anticipated or estimated future results, including the risks and uncertainties
associated with the issuance of allowed patent applications and the scope, term, validity and enforceability of the Company’s intellectual
property, the timing and outcome of the Company’s clinical milestones and data readouts, the performance and qualification of the
Company’s manufacturers and the sufficiency of manufacturing capacity, the Company’s ability to regain compliance with the
NYSE American continued listing standards within the plan period and to maintain the listing of its common stock, preliminary study results
varying from final results, estimates of potential markets for drugs under development, clinical trials, actions by the FDA and other
governmental agencies, regulatory clearances, responses to regulatory matters, the market demand for and acceptance of Actinium’s
products and services, performance of clinical research organizations and other risks detailed from time to time in Actinium’s filings
with the Securities and Exchange Commission (the “SEC”), including without limitation its most recent annual report on Form
10-K, subsequent quarterly reports on Forms 10-Q and Forms 8-K, each as amended and supplemented from time to time.
Investors: investorrelations@actiniumpharma.com