Form 8-K

8-K — Actinium Pharmaceuticals, Inc.

Accession: 0001213900-26-109884

Filed: 2026-10-15

Period: 2026-10-14

CIK: 0001388320

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0308542-8k_actinium.htm (Primary)

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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):

October 14, 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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Appointment of Chief Financial Officer

On October 14, 2026, Matt David, M.D., age

49, commenced service as Chief Financial Officer and principal financial officer of Actinium Pharmaceuticals, Inc. (the

“Company”). The Company entered into an offer letter with Dr. David on September 30, 2026 (the “Offer

Letter”). Dr. David brings more than 20 years of life sciences, corporate finance, capital markets and investor relations

experience. He served as Chief Financial Officer of CorMedix Inc. from May 2020 to September 2025 and subsequently as its Chief

Business Officer through October 2026. He was Interim Chief Executive Officer from October 2021 to May 2022. At CorMedix, he

oversaw finance, capital markets, investor relations and IT, and supported the acquisition of Melinta Therapeutics in 2025 to diversify the company’s commercial portfolio. Previously, he

held leadership and advisory roles at Ovid Therapeutics and in healthcare investment banking including positions at BofA Merrill

Lynch, Piper Jaffray and Thomas Weisel Partners. He holds an M.D. from New York University School of Medicine and a B.A. from

Dartmouth College.

There are no arrangements or understandings between

Dr. David and any other person pursuant to which he was selected as an officer of the Company. There are no family relationships between

Dr. David and any director or executive officer of the Company, and Dr. David has no direct or indirect material interest in any transaction

required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Under the Offer Letter, Dr. David will receive

an annual base salary of $450,000, a target annual performance bonus of 40% of base salary and a $150,000 sign-on bonus. He will also

receive a guaranteed prorated target bonus for 2026, subject to continued employment through the applicable payment date. In connection

with his appointment, Dr. David was granted an option to purchase 250,000 shares of the Company’s common stock and 325,000 restricted

stock units under the Company’s 2026 Employment Inducement Award Plan. The option has an exercise price equal to the closing market

price on the grant date and vests over four years. The RSUs include time-based vesting and performance-based vesting tied to corporate

milestones. The awards are subject to time-based and performance-based vesting conditions and were granted in accordance with Section

711(a) of the NYSE American Company Guide. The Offer Letter also provides for customary severance benefits upon certain qualifying terminations of employment, including salary continuation,

continued health benefits, bonus payments and equity vesting acceleration. Enhanced severance benefits apply in connection with certain

terminations following a change in control, subject to the terms and conditions of the Offer Letter. The Inducement Plan was adopted by

the Board on September 2, 2026, without stockholder approval, pursuant to Section 711(a) of the NYSE American Company Guide. The full

text of the Inducement Plan is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

On October 15, 2026, the Company issued a press

release announcing the appointment of Dr. David. 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

10.1

Actinium Pharmaceuticals, Inc. 2026 Employment Inducement Award Plan (incorporated by reference to Exhibit 99.6 to the Company’s Registration Statement on Form S-8 (File No. 333-299401), filed with the SEC on October 9, 2026).

99.1

Press Release dated October 15, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 15, 2026

By:

/s/ Sandesh Seth

Name:

Sandesh Seth

Title:

Chairman and Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED OCTOBER 15, 2026

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Exhibit 99.1

Actinium Pharmaceuticals Strengthens Leadership

Team with Appointment of Matt David, M.D. as Chief Financial Officer

NEW YORK, October 15, 2026 /PRNewswire/ --

Actinium Pharmaceuticals, Inc. (NYSE American: ATNM) (“Actinium” or the “Company”), a pioneer in the development

of targeted radiotherapies, today announced the appointment of Matt David, M.D., as Chief Financial Officer. Dr. David will lead the Company’s

finance, accounting, capital markets and investor relations functions and will also serve as the Company’s principal financial officer.

Dr. David brings more than two decades of experience

across biopharmaceutical operating leadership, healthcare investment banking and equity research. He joins Actinium from CorMedix Inc.

(Nasdaq: CRMD), where he most recently served as Executive Vice President and Chief Business Officer. He joined CorMedix in 2020 as Executive

Vice President and Chief Financial Officer. During his tenure, CorMedix received U.S. Food and Drug Administration approval of DefenCath®

in 2023, launched the product commercially in 2024, and in 2025 acquired a commercial anti-infectives company, becoming a diversified,

commercial-stage specialty pharmaceutical company.

Sandesh Seth, Actinium’s Chairman and CEO,

said, “Matt is an exceptional addition to our leadership team. He has been a public company CFO, an interim CEO and a CBO, and he

has helped guide a company from late-stage development through FDA approval, commercial launch and a transformational acquisition. Combined

with his medical background and his years advising and financing biopharmaceutical companies on Wall Street, Matt brings a rare blend

of scientific fluency, capital markets expertise and strategic judgment. As we advance ATNM-400, Actimab-A, Iomab-ACT and build on our

leadership in radiotherapies, his experience will be invaluable in strengthening our financial operations, engaging with the financial

community and helping to guide the company strategically.”

Dr. David said, “Actinium has built a differentiated

targeted radiotherapy platform at a time when radiopharmaceuticals have become one of the most dynamic areas in oncology drug development.

With a first-in-human study of ATNM-400 underway, a clinically validated Actimab-A program and deep expertise in actinium-225, I believe

the Company has multiple significant value drivers ahead. I am excited to join the leadership team and look forward to helping position

Actinium to execute on its strategy and deliver value for patients and shareholders.”

Prior to his roles at CorMedix, Dr. David served

as Head of Strategy at Ovid Therapeutics Inc. (Nasdaq: OVID). Before moving into industry, he spent more than a decade in healthcare investment

banking, including at BofA Merrill Lynch, Thomas Weisel Partners and Piper Jaffray, where he advised biopharmaceutical companies on financings

and strategic transactions, and at Lehman Brothers as an equity research associate covering the pharmaceutical sector. Dr. David received

his M.D. from NYU School of Medicine and was a surgery resident at Beth Israel Hospital. He received his undergraduate degree in Chemistry

from Dartmouth College.

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, and is being evaluated in a first-in-human Phase 1 study in mCRPC. 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 Company’s ability to retain key personnel, the Company’s ability to obtain additional financing on acceptable

terms or at all, the conduct, timing and results of the Company’s clinical trials, 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

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