Actinium Pharmaceuticals, Inc.

DEF 14A 1 ea0219744-01.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

November 05, 2024

Dear Fellow Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Actinium Pharmaceuticals, Inc. to be held at 9:30 a.m., Eastern Time, on November 27, 2024, at The Garden City Hotel, 45 Seventh St, Garden City, NY 11530.

Annual Meeting Details

Enclosed with this letter are your Notice of Annual Meeting of Stockholders (the “Notice of Annual Meeting”), proxy statement and proxy card. Also provided is the Company’s 2023 Annual Report, which includes our annual report on Form 10-K for the fiscal year ended December 31, 2023. The proxy statement describes the business that will be acted upon at the Annual Meeting. Accordingly, we urge you to review the accompanying material carefully and to promptly return the enclosed proxy card or voting instruction form. Our proxy statement and the 2023 Annual Report are also available athttps://web.viewproxy.com/actiniumpharma/2024.

While as of the date of this proxy statement we are intending to hold the Annual Meeting in a physical format, as part of our precautions regarding infectious diseases such as the coronavirus, or COVID-19, other cases that may qualify asforce majeure events, or other situations that may require exercise of caution in the company’s best judgement, we reserve the right to reconsider the date, time, and/or means of convening the Annual Meeting, including holding the Annual Meeting by means of remote communications. If we take this step, we will announce the decision to do so as soon as practicable via a press release that will also be filed with the Securities and Exchange Commission (the “SEC”) as proxy material, as well as by posting details on our website athttps://www.actiniumpharma.com/. Please monitor our SEC filings and check our website regularly until the Annual Meeting for updated information.

You are required to register in advance of the Annual Meeting if you plan to attend the Annual Meeting in person. If you wish to register in advance of the Annual Meeting, please contact our investor relations office by no later than November 20, 2024, by e-mail to investorrelations@actiniumpharma.com, mail to Actinium Pharmaceuticals, Inc., 100 Park Avenue, 23 rd Floor, New York, New York 10017, or telephone at (646) 677-3875.

Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to be present at the Annual Meeting, after receiving the Notice of Annual Meeting please vote as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. As an alternative to voting in person at the Annual Meeting, you may vote via the Internet, by telephone, or by signing, dating and returning the proxy card that is enclosed with the Notice of Annual Meeting. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Annual Meeting and vote in person at the Annual Meeting. Failure to do so may result in your shares not being eligible to be voted by proxy at the Annual Meeting. On behalf of the Board of Directors, I urge you to submit your vote as soon as possible, even if you currently plan to attend the meeting in person.

On behalf of the team at Actinium,

Sincerely,

/s/ Sandesh Seth

Sandesh Seth

Chairman and Chief Executive Officer

ACTINIUM PHARMACEUTICALS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Actinium Pharmaceuticals, Inc. (the “Company”) will be held on Wednesday, November 27, 2024, at 9:30 a.m. (Eastern Time) at The Garden City Hotel, 45 Seventh St, Garden City, NY 11530. You are required to register in advance of the Annual Meeting if you plan to attend the Annual Meeting in person. If you wish to register in advance of the Annual Meeting, please contact our investor relations office by no later than November 20, 2024, by e-mail to investorrelations@actiniumpharma.com, mail to Actinium Pharmaceuticals, Inc., 100 Park Avenue, 23 rd Floor, New York, New York 10017, or telephone at (646) 677-3875.

While as of the date of this proxy statement we are intending to hold the Annual Meeting in a physical format, as part of our precautions regarding infectious diseases such as the coronavirus, or COVID-19, other cases that may qualify asforce majeure events, or other situations that may require exercise of caution in the company’s best judgement, we reserve the right to reconsider the date, time, and/or means of convening the Annual Meeting, including holding the Annual Meeting by means of remote communications. If we take this step, we will announce the decision to do so as soon as practicable via a press release that will also be filed with the SEC as proxy material, as well as by posting details on our website athttps://www.actiniumpharma.com/. Please monitor our SEC filings and check our website regularly until the Annual Meeting for updated information.

We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement:

1. To elect each of Sandesh Seth and Jeffrey W. Chell as a Class II director to serve for a three-year term that expires at the 2027 Annual Meeting of Stockholders, or until his successor is elected and qualified or until his earlier resignation or removal; and

2. To ratify the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the Annual Meeting or any postponement thereof. After careful consideration, the Board of Directors unanimously recommends a vote “FOR” Proposals 1 and 2.

Only stockholders of record as of October 29, 2024 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting and any postponement thereof. For ten calendar days prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be available during ordinary business hours at our principal executive offices for examination by any stockholder for any purpose relating to the Annual Meeting. If you want to inspect the stockholder list prior to the meeting, please contact us by e-mail to investorrelations@actiniumpharma.com or by mail to Actinium Pharmaceuticals, Inc., 100 Park Avenue, 23 rd Floor, New York, New York 10017. The email should state the purpose of the request and provide proof of ownership of our voting securities as of the Record Date. Such list of the stockholders will also be available during the Annual Meeting.

Your vote as an Actinium Pharmaceutical, Inc. stockholder is very important. With respect to all matters that will come before the Annual Meeting, each holder of shares of common stock is entitled to one vote for each share of common stock held as of the Record Date. For questions regarding your stock ownership, if you are a registered holder, you can contact our transfer agent, Securities Transfer Corporation, Issuer Services Department by phone at (469) 633-0101.

If your shares are registered in your name, even if you plan to attend the Annual Meeting or any postponement of the Annual Meeting in person, we request that you vote via the Internet, by telephone, or by signing, dating and returning the enclosed proxy card to ensure that your shares will be represented at the Annual Meeting.

If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Annual Meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the Annual Meeting.

By Order of our Board of Directors,

/s/ Sandesh Seth

Chairman and Chief Executive Officer

New York, NY

November 05, 2024