Actinium Pharmaceuticals Inc 2025年度报告

FORM 10-K (Mark One)☒Annual Report Pursuant To Section 13 or 15(d) Of The Securities Exchange Act Of 1934 For the fiscal year endedDecember 31, 2025 or ☐Transition Report Pursuant To Section 13 or 15(d) Of The Securities Exchange Act Of 1934 For the transition period from _____ to _____ COMMISSION FILE NUMBER: 001-36374 ACTINIUM PHARMACEUTICALS, INC.(Exact name of registrant as specified in its charter) Delaware74-2963609(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification No.) 100 Park Ave., 23rdFloorNew York, NY 10017(Address of principal executive offices) (Zip Code) (646) 677-3870Registrant’s telephone number, including area code Securities registered pursuant to Section12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the act): Yes☐No☒ The aggregate market value of voting stock held by nonaffiliates of the registrant as of June30, 2025, the last business day of theregistrant’s most recently completed second fiscal quarter, based on the closing price of the common stock on the NYSE American onJune 30, 2025 was $43,663,089. As of March 30, 2026, 31,374,994 shares of common stock, $0.001 par value per share, were outstanding. Tableof Contents Item 1.Business1Item 1A.Risk Factors33Item 1B.Unresolved Staff Comments71Item 1C.Cybersecurity71Item 2.Properties72Item 3.Legal Proceedings72Item 4.Mine Safety Disclosures72Item 5.Market for Registrant’s Common Equity, Related Stockholders Matters, and Issuer Purchases of EquitySecurities73Item 6.Reserved74Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations74Item 7A.Quantitative and Qualitative Disclosures About MarketRisk79Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure80Item 9A.Controls and Procedures80Item 9B.Other Information80Item 9CDisclosure Regarding Foreign Jurisdictions That Prevent Inspections80Item 10.Directors, Executive Officers and Corporate Governance81Item 11.Executive Compensation89Item 12.Security Ownership of Certain Beneficial Owners and Management97Item 13.Certain Relationships and Related Transactions, and Director Independence97Item 14.Principal Accountant Fees and Services98Item 15.Exhibits, Financial Statement Schedules99Signature Page103i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Report”) contains forward-looking statements that i