NOTICE IS HEREBY GIVEN that the 2019 Annual Meeting of Stockholders of Actinium Pharmaceuticals, Inc. (the “Company”) will be held on Wednesday, December 18, 2019, at 9:30 a.m. (Eastern Time) at The Garden City Hotel, 45 Seventh St, Garden City, NY 11530.
We are holding the meeting for the following purposes, which are more fully described in the accompanying proxy statement:
1. To elect Ajit S. Shetty as a Class III director to serve for a three-year term that expires at the 2022 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, 2019; and
3. To approve the Actinium Pharmaceuticals, Inc. 2019 Stock Plan, that may be implemented at the discretion of our Board of Directors before December 18, 2020 without further approval or authorization of our stockholders, to issue 10,000,000 shares of common stock available for issuance thereunder (Options and Restricted Stock or other awards) to attract and retain the best available personnel and to support planned hiring efforts as the company grows; and
4. To ensure that we are able to maintain compliance with the listing standards of the NYSE AMERICAN exchange we are seeking authorization for the Board of Directors, subject to their discretion, to effect a reverse stock split or alternately abandon such action depending on the stock price. The NYSE AMERICAN listing standards require that an issuers stock not fall below $0.20 on a 30-day average and include an automatic delisting, which would occur immediately if such stock trades at or below $0.06 at any time. While our stock is not at these levels, to prevent such an occurrence, we seek approval to amend our certificate of incorporation for our Board of Directors to be authorized to effect a reverse stock split at a ratio not greater than 1-for-75 at its discretion.
The exact ratio is to be set at the discretion of our Board of Directors before December 18, 2020 without further approval or authorization of our stockholders. If the Board of Directors effects the reverse split, they will take into consideration the price of our common stock at that time to determine the exact ratio so that the price of our common stock be above a certain share price threshold such as $1.00 per share, which is a price level many institutional investors cannot invest below or above $5.00 per share, which, if below, is considered a “Penny Stock” that precludes many brokerage firms and institutional investors from investing. The Board of Directors may alternatively elect to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders, in its sole discretion; and
5. To approve an amendment to our Certificate of Incorporation to increase the number of shares of common stock, par value $0.001 per share, the corporation is authorized to issue by 400,000,000; and
6. To hold a non-binding advisory vote on the compensation of our named executive officers; and.
7. To hold a non-binding advisory vote to determine the frequency of future advisory votes on the compensation of the named executive officers.
In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.
Only stockholders of record as of November 15, 2019 are entitled to notice of, and to vote at, the meeting and any adjournments thereof. For ten calendar days prior to the meeting, a complete list of the stockholders entitled to vote at the meeting will be available during ordinary business hours at our principal executive offices for examination by any stockholder for any purpose relating to the meeting.
Your vote as a Actinium Pharmaceutical stockholder is very important. With respect to all matters that will come before the meeting, each holder of shares of common stock is entitled to one vote for each share of common stock held as of November 15, 2019, the record date. For questions regarding your stock ownership, if you are a registered holder, you can contact our transfer agent, Action Stock Transfer by phone at (801) 274-1088.
By Order of our Board of Directors,
/s/ Sandesh Seth Chairman and Chief Executive Officer
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