UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of the ~~Securities~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~May 2708, ~~2024~~2025

~~ACTINIUM~~Actinium ~~PHARMACEUTICALS~~Pharmaceuticals, ~~INC~~Inc. ~~(Exact name of registrant as specified in its charter)~~

Delaware		001-36374		74-2963609
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

100 Park Ave., 23rd Floor, New York, NY 10017

Delaware	001-36374	74-2963609
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

~~(Address~~100 ofPark ~~Principal~~Ave., ~~Executive~~23rd ~~Offices)~~Floor,

~~Registrant’s~~New ~~telephone~~York, ~~number:~~New York 10017 (~~646~~Address of principal executive offices) ~~677-3870~~(Zip code)

(646) 677-3870
(Registrant's telephone number, including area code)

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 ~~(see General Instruction A.2. below)~~:

☐ Written communications pursuant to Rule 425 ~~under~~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

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 54.0201 ~~Departure~~Changes ofin ~~Directors~~Registrant's orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Accountant.

~~Election~~(a) Resignation of ~~Class~~Independent IIRegistered ~~Directors~~Public Accounting Firm

OnBased ~~November~~on ~~27,~~information ~~2024,~~provided ~~Actinium~~by ~~Pharmaceuticals, Inc.~~Marcum ~~(the~~LLP (“~~Company~~Marcum”), on ~~held~~November ~~its~~1, 2024, ~~annual~~CBIZ ~~meeting~~CPAs ofP.C. ~~stockholders~~ (~~the~~ “~~Annual~~CBIZ ~~Meeting~~CPAs”). Asacquired ~~previously reported in~~ the ~~Company’s~~attest ~~definitive~~business ~~proxy~~of ~~statement~~Marcum. ~~filed~~On ~~with~~May ~~the~~08, ~~Securities~~2025, ~~and Exchange Commission on November 5~~Actinium Pharmaceuticals, ~~2024~~Inc. (the “~~Proxy Statement~~Company”), ~~the~~dismissed ~~term~~Marcum ofas ~~each of~~ the Company’s ~~Class~~independent IIregistered ~~directors~~public accounting ~~was~~firm ~~scheduled~~as toa ~~expire~~result ~~at the Annual Meeting, and the Company’s board~~ of ~~directors~~such ~~(the “Board”) nominated each director for re-election at the Annual Meeting~~acquisition.

AtThe audit report of Marcum on the ~~Annual~~Company’s consolidated ~~Meeting,~~financial ~~each~~statements as of ~~Sandesh~~and ~~Seth~~for the fiscal years ended December 31, 2024, and ~~Jeffrey~~ W.2023 ~~Chell~~did ~~was~~not ~~elected~~contain asan aadverse ~~Class~~opinion or IIa ~~director~~disclaimer of ~~the~~opinion, ~~Board~~and towas ~~serve~~not ~~for~~qualified aor ~~term~~modified ~~expiring~~as atto ~~the~~uncertainty, ~~Company’s~~audit ~~2027~~scope, ~~annual~~or ~~meeting of~~accounting ~~stockholders~~principles.

During the fiscal years ended December 31, 2024, and 2023 and through May 08, 2025, there were no (1) “disagreements” (as defined in Item ~~5.07~~304(a)(1)(iv) ~~Submission~~of Regulation S-K and the related instructions) between the Company and Marcum on any matter of ~~Matters~~accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to athe ~~Vote~~satisfaction of ~~Security~~Marcum, ~~Holders~~would have caused Marcum to make reference to the subject matter of the disagreement in their reports on the financial statements for such years, or (2) “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K).

AThe ~~total~~Company ofhas ~~19,724,287~~provided ~~shares~~Marcum ofwith ~~the~~a ~~Company’s~~copy of ~~common~~the ~~stock,~~foregoing ~~par~~disclosures ~~value~~it ~~$0.001~~is ~~per~~making ~~share (“Common Stock”), were present~~ in ~~person~~this orCurrent ~~represented~~Report ~~by proxy at the Annual Meeting. As of the close of business~~ on ~~October~~Form ~~29,~~8-K ~~2024,~~prior ~~the~~to ~~record~~its ~~date~~filing ~~for~~and ~~the Annual Meeting~~requested, ~~there~~in ~~were~~accordance ~~31,195,891~~with ~~shares of the Company’s~~applicable ~~Common~~practices, ~~Stock~~that ~~issued~~Marcum ~~and~~furnish ~~outstanding,~~a ~~with~~letter ~~each~~addressed ~~share entitled~~ to ~~one~~the ~~vote.~~Securities ~~The~~and ~~matters~~Exchange ~~described~~Commission ~~below~~stating ~~were~~whether ~~submitted~~or tonot ait ~~vote~~agrees ofwith the ~~holders~~statements ofmade ~~the~~herein. ~~Company’s~~Attached ~~Common~~as ~~Stock~~Exhibit ~~at the Annual Meeting~~16.1 ~~Each proposal~~ is ~~described~~a incopy ~~detail~~of ~~in the Company~~Marcum’s ~~Proxy~~letter, ~~Statement. All~~dated ~~proposals~~May ~~were~~09, ~~approved~~2025, bystating ~~the~~that ~~Company’s~~it ~~stockholders~~agrees atwith ~~the Annual Meeting~~such statements.

(1b) ToEngagement ~~elect each~~ of ~~Sandesh~~New ~~Seth~~Independent ~~and~~Registered ~~Jeffrey~~Public W.Accounting 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:Firm

Director	For		Withhold		Broker Non-Votes
Sandesh Seth		8,009,178		2,395,536		9,319,573
Jeffrey W. Chell		6,500,964		3,685,528		9,537,795

On May 08, 2025, with the approval of the Company’s Audit Committee, CBIZ CPAs was engaged as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2025.

During the fiscal years ended December 31, 2024 and 2023 and through May 08, 2025, neither the Company nor anyone on its behalf consulted with CBIZ CPAs regarding (21) Tothe ~~ratify~~application of accounting principles to a specified transaction, completed or proposed, or the ~~appointment~~type of ~~Marcum~~audit ~~LLP~~opinion asthat ~~the~~might be rendered on the Company’'s ~~independent~~financial ~~registered~~statements, ~~public~~and ~~accounting~~neither ~~firm~~a ~~for~~written report nor oral advice was provided to the ~~fiscal~~Company ~~year~~that ~~ending~~CBIZ ~~December~~CPAs 31concluded was an important factor considered by the Company in reaching a decision as to any accounting, ~~2024:~~auditing or financial reporting issue, or (2) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

For

Against

Abstain

Broker Non-Votes

18,674,565

819,550

230,172

N/A

Item 9.01 Financial Statements and Exhibits.

~~For~~(d) ~~more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference~~Exhibits.

The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

Exhibit No.		Description of Exhibit
16.1		Letter from Marcum dated May 09, 2025
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.
	ACTINIUM PHARMACEUTICALS, INC.
Date: November 27, 2024	/s/ Sandesh Seth
Date: May 09, 2025	By:	/s/ Sandesh Seth
	Name:	Sandesh Seth
		Name: Sandesh Seth
	Title:	Chairman and Chief Executive Officer
		Title: Chairman and Chief Executive Officer

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