UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

Annual Report Pursuant To Section 13 or 15(d) Of The Securities Exchange Act Of 1934

 For
the fiscal year ended December 31, 2024

 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)

 Delaware

 74-2963609

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

Park Ave., 23 rd Floor

 New
York, NY 10017

 (Address
of principal executive offices) (Zip Code)

 (646) 677-3870

 Registrant's
telephone number, including area code

registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading symbol

 Name of exchange on which registered

 Common stock, par value $0.001

 ATNM

 NYSE American

registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

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

by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
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

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that 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 smaller reporting company, or an emerging growth company. See the definitions
of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging
growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-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 for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public 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 the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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 June 30, 2024, the last business day of the
registrant's most recently completed second fiscal quarter, based on the closing price of the common stock on the NYSE American
on June 28, 2024 was $ 226,015,477.

 As
of March 28, 2025, 31,195,891 shares of common stock, $0.001 par value per share, were outstanding.

 Table of
Contents

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholders Matters, and Issuer Purchases of Equity Securities

 Item 6.

 Reserved

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C

 Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Signature Page

 i

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Annual Report on Form 10-K (this "Report") contains forward-looking statements that involve risks and uncertainties, principally
in the sections entitled "Description of Business," "Risk Factors," and "Management's Discussion
and Analysis of Financial Condition and Results of Operations." All statements other than statements of historical fact contained
in this Report, including statements regarding future events, our future financial performance, business strategy and plans and objectives
of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology
including "anticipates," "believes," "can," "continue," "could," "estimates,"
"expects," "intends," "may," "plans," "potential," "predicts,"
"should," or "will" or the negative of these terms or other comparable terminology. Although we do not make forward-looking
statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions
and involve known and unknown risks, uncertainties and other factors, including the risks outlined under "Risk Factors" or
elsewhere in this Report, which may cause our or our industry's actual results, levels of activity, performance or achievements
expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment.
New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors
on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from
those contained in any forward-looking statements. All forward-looking statements included in this document are based on information
available to us on the date hereof, and we assume no obligation to update any such forward-looking statements.

 You
should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this Report. Before you
invest in our securities, you should be aware that the occurrence of the events described in the section entitled "Risk Factors"
and elsewhere in this Report could negatively affect our business, operating results, financial condition and stock price. Except as
required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this
Report to conform our statements to actual results or changed expectations.

 ii

 PART
I

 ITEM
1. BUSINESS.

 Description
of Our Business

 Actinium Pharmaceuticals,
Inc. ("Actinium", the "Company", or "we") is a pioneer in the development of targeted radiotherapies
intended to meaningfully improve outcomes for patients with advanced cancers including relapsed or refractory ("r/r") disease
who have failed existing therapies. We are advancing a pipeline of differentiated clinical stage product candidates focused on validated
cancer targets. Our current pipeline is focused on indications in myeloid malignancies, solid tumors and conditioning for cell and gene
therapies that we believe have high unmet needs that are not addressed by currently available treatment options. Our goal is to create
a specialty radiopharmaceutical company with capabilities across radioisotope production, final drug product manufacturing, preclinical
research and development ("R&D") and clinical development. We are deploying our technologies and capabilities, which we
believe to be industry-leading, and intellectual property with approximately 230 issued and pending patents worldwide, to develop targeted
and next-generation radiotherapies.

 Our Product Candidate Pipeline

 We are advancing two clinical stage product candidates that are directed
against validated cancer targets. Actimab-A is our lead product candidate in development and is intended to address the significant unmet
medical needs of patients with myeloid malignancies including acute myeloid leukemia ("AML") and myelodysplastic syndromes
("MDS"). We are also evaluating Actimab-A's potential to synergize with PD-1 immune checkpoint inhibitors ("ICIs")
in solid tumor indications through the depletion of immune cells known as myeloid derived suppressor cells ("MDSCs"). Iomab-ACT
is a next-generation targeted conditioning agent we are developing with the intent to improve patient access to and outcomes with cellular
therapies such as CAR-T for various blood cancer indications and gene therapies for non-malignant hematologic disorders such as sickle
cell disease ("SCD"). We are also developing ATNM-400, a novel preclinical, non-prostate specific-membrane antigen ("PSMA")
targeting, first-in-class radiotherapy utilizing the Actinium-225 ("Ac-225") radioisotope payload intended for patients with
prostate cancer directed against a novel radiotherapy target.

 Actimab-A is being developed
as a targeted radiotherapeutic to leverage the Actinium-225 ("Ac-225") isotope payload directed against CD33, a target expressed
ubiquitously in patients with AML, MDS and expressed in other myeloid malignancies. We are attempting to leverage the mutation-agnostic
ability of Ac-225 to establish Actimab-A as a backbone therapy in myeloid malignancies, which are extremely heterogenous and radiosensitive,
as a single agent or in combinations with chemotherapy, targeted agents, cellular therapy and immunotherapy. Actimab-A has been studied
in over 150 patients. We plan to initiate a Phase 2/3 trial with Actimab-A in combination with the chemotherapy regimen CLAG-M in patients
with r/r AML. In addition to our internal development efforts, we entered into a Cooperative Research and Development Agreement ("CRADA")
with the National Cancer Institute ("NCI") in February 2023 for the development of Actimab-A for AML and other myeloid malignancies.
The first clinical trial to be conducted under our CRADA with NCI will evaluate the triplet combination comprised of Actimab-A, Venetoclax
and ASTX-727, a novel oral HMA developed by Taiho Oncology, an Otsuka Holdings company, in frontline AML patients. Venetoclax in combination
with HMAs (Ven-HMA) is approved for patients with newly diagnosed AML. We believe this trial is supported by our Actimab-A + Venetoclax
combination trial that showed that combination was well-tolerated and showed supportive anti-leukemic activity. Additional clinical trial
concepts for Actimab-A have been submitted under the CRADA and are being reviewed. We anticipate that additional clinical trials with
Actimab-A will be initiated in 2025 including under the CRADA to leverage Actimab-A's mutation agnostic mechanism.

 In March of 2025, we initiated
our Actimab-A solid tumor program that will combine Actimab-A with PD-1 checkpoint inhibitors. We initiated this program to evaluate if
Actimab-A can deplete CD33 expressing MDSCs and hence improve patient outcomes in combination with PD-1 ICIs such as KEYTRUDA and
OPDIVO. The Actimab-A solid tumor program is comprised of several controlled, head-to-head clinical trials that will evaluate
the combination of Actimab-A with KEYTRUDA versus KEYTRUDA alone, and Actimab-A with OPDIVO versus
OPDIVO alone. The initial tumors that are being targeted are Head and Neck Squamous Cell Carcinoma ("HNSCC")
and Non-Small Cell Lung Cancer ("NSCLC") with a separate trial for each indication.

 ATNM-400 is our newest targeted
radiotherapy program that we are advancing for prostate cancer. Given the biology of the antigen targeted by ATNM-400 and the precise
and potent cell-killing of Ac-225, we believe ATNM-400 has the potential to address unmet needs in prostate cancer. We have generated
preclinical data with ATNM-400 showing selective tumor accumulation with minimal uptake in normal tissues. Our experiments also showed
dose-dependent cytotoxicity. We continue to study ATNM-400 with additional data expected from Pluvicto-resistant prostate cancer models.
Pluvicto (Lu-177-PSMA-617) is a prostate-specific membrane antigen (PSMA) directed targeted radiotherapy that uses the beta-particle emitting
radioisotope Lutetitium-177 ("Lu-177") that is approved for patients with metastatic prostate cancer. ATNM-400 is differentiated
from Pluvicto as it targets a different marker than PSMA that has been shown to be overexpressed in patients with prostate cancer and
uses the alpha-particle emitter Ac-225, which is more potent than Lu-177 but has a shorter path length, which could result in fewer off-target
effects such as xerostomia.

 In addition to ATNM-400, we
have active R&D efforts leveraging our in-house preclinical development and translational research capabilities that are primarily
focused on supporting our ATNM-400 preclinical program, the Actimab-A and Iomab-ACT clinical programs and advancing several preclinical
programs for solid tumor indications.

 Iomab-ACT is our next-generation
targeted conditioning agent directed against CD45, a target expressed widely across the hematopoietic system including normal nucleated
immune cells such as lymphocytes that is relevant to this program and uses the Iodine-131("I-131") radioisotope payload. We
are developing Iomab-ACT for cell and gene therapies for both malignant and non-malignant hematologic indications. Iomab-ACT utilizes
non-myeloablative doses of I-131, to not fully deplete the patient's bone marrow and immune system with the goal of improving patient
access and outcomes for potentially curative cell and gene therapies by replacing the need for the non-targeted, chemotherapy-based conditioning
regimens that are currently used. Iomab-ACT is currently being studied in three clinical trials. These trials include Iomab-ACT with a
commercial CAR-T therapy, Iomab-ACT prior to allogeneic BMT for patients with SCD, which could potentially inform a trial design with
gene therapy for SCD, and Iomab-ACT with a novel investigational CD19 CAR-T therapy.

 We
previously advanced our targeted conditioning program Iomab-B through the Phase 3 Study of Iomab-B in Elderly Relapsed and Refractory
AML ("SIERRA") trial, a 153 patient, randomized multi-center trial conducted in the United States. and Canada. Iomab-B is
comprised of the anti-CD45 monoclonal antibody apamistamab with myeloablative doses of I-131 intended to enable patient access to bone
marrow transplant ("BMT"), the only potentially curative treatment option for patients with r/r AML. At this time, we are
seeking a strategic partner for Iomab-B to conduct an additional clinical trial based on feedback from the U.S. Food & Drug Administration
("FDA") and are committed to establishing the best development path forward for Iomab-B in the U.S., while keeping internal
resources and strategic priorities in focus. As previously disclosed and noted above, Actinium also has a License Agreement with Immedica,
granting Immedica the exclusive product rights for commercialization of Iomab-B in certain countries in the European Economic Area, Middle
East and North Africa ("EUMENA") region.

 Actinium's Approach to Targeted Radiotherapy
Development

 Radiation is a validated cancer
therapy that has been used to treat patients for over 100 years. It is used to treat over half of all patients diagnosed with cancer today.
Radiation therapy utilizes rays of energy to kill cancer cells and is commonly used in combination with other cancer treatment modalities.
Radiation therapy is primarily administered from outside of the body and therefore passes through normal healthy tissue and organs that
result in side effects and toxicities, which can be acute and/or chronic.

 With our targeted radiotherapy
approach, we seek to address the limitations of external radiotherapy and achieve cellular level precision by leveraging the cancer cell
targeting ability of biologic molecules with the cancer cell killing ability of radioisotopes. In doing so, we seek to improve efficacy
outcomes, reduce toxicities and expand the use of radiation to cancer indications like blood cancers that cannot be addressed with externally
delivered radiation. In addition, we are also testing the use of targeted radiotherapies in solid tumor cancers where there are unmet
medical needs. Biological molecules have demonstrated high affinity for cancer cell identification and binding to biological markers on
the surface of cells known as antigens or ligands, which are the target receptors for our targeted radiotherapies.

 Actinium's Targeted Radiotherapies

 Alpha particles emitted by
as the element Ac-225 are the heaviest and have the highest charge, resulting in high amounts of linear energy transfer, which is capable
of producing double strand DNA breaks. However, alpha-particles travel short distances of just several microns and as a consequence do
not exert radiation outside of the body. Alpha particles can be stopped by an ordinary sheet of paper. Therefore, alpha particle-based
therapies do not require special shielding or that patients remain isolated following treatment. Beta particle-based therapies have a
longer pathlength but have lower amounts of linear energy transfer and at certain dose levels may require isolation or special handling.

 Comparison of Radioisotope Pathlength

 We focus on producing drug candidates that match a specific targeting
agent with the appropriate isotope for a desired indication. We employ an isotope-agnostic approach to targeted radiotherapy development.
Our development efforts are centered on validated targets that are known to have high expression on cancer cells compared to normal healthy
cells. We are advancing our clinical product candidates targeting CD33 and CD45 and have completed preclinical studies against other blood
cancer targets such as CD38, as well as various validated solid tumors targets.

 Our Strategy

 We believe that the cell-killing power of linear energy transfer delivered
via radiotherapeutics is unmatched by other technologies and that there are multiple indications where radiotherapeutics can succeed over
other approaches. However, radiotherapeutics must be delivered on a just-in-time basis, and commercial and supply chain barriers are higher
than with other types of medicines. Actinium's strategy is to build a specialty radiotherapeutics company with the capabilities
to produce radioisotopes, manufacture radiotherapies, conduct preclinical research, clinical development and supply radiotherapies to
the point of care. We believe our strategy will enable us to build a successful company with the potential for high operating efficiencies.

 Our strategic priorities are to:

 Establish Actimab-A as a mutation agnostic,
backbone therapy for myeloid malignancies including patients with AML and high-risk MDS;

 Establish Actimab-A as a pan solid tumor therapy
in combination with PD-1 inhibitors including KEYTRUDA and OPDIVO by depleting myeloid derived suppressor
cells;

 Determine the potential of ATNM- as a viable
treatment for patients with prostate cancer;

 Establish Iomab-ACT as a universal targeted
conditioning agent for cell and gene therapies to improve patient access and outcomes;

 Leverage our R&D capabilities and clinical
development experience to further advance pipeline assets for cancer indications with high unmet needs; and

 Establish in-house manufacturing infrastructure
to support our planned later-stage clinical development and secure partnerships to enable the deployment of our proprietary Ac-225 cyclotron
manufacturing technology.

 Market Opportunity for Our Targeted Radiotherapies

 We believe our clinical programs
have the potential to address a significant number of patients with high unmet medical needs and therefore represent large potential market
opportunities. To our knowledge, Actimab-A, Iomab-ACT and ATNM-400 are first in class targeted radiotherapies for myeloid malignancies,
targeted conditioning for cell & gene therapies and multiple solid tumors, respectively, with each discrete opportunity representing
a range of over 100,000 to several hundred thousand addressable patients.

 Four Large & Distinct Potential Market
Opportunities

 Actimab - A Myeloid Malignancies Program

 We are focused on developing
our lead targeted radiotherapy Actimab-A for patients with AML and MDS, which are the most common myeloid malignancies in adults. AML
and certain MDS can progress rapidly, especially in patients with high-risk features such as certain genetic mutations. To our knowledge,
Actimab-A is the only CD33 targeted radiotherapy in development for patients with myeloid malignancies.

 Myeloid malignancies are a
group of cancers that affect blood-forming cells also referred to as hematopoietic cells in the bone marrow. These cells are from the
myeloid lineage and include white blood cells, red blood cells and platelets. Myeloid malignancies include AML, MDS, chronic myeloid leukemia
("CML") and myeloproliferative neoplasms ("MPNs").

 We believe Actimab-A can be used in multiple treatment settings across
the myeloid patient journey. For patients with AML, we plan to develop Actimab-A for both fit and unfit patients in the frontline, relapsed
or refractory and maintenance settings either as a monotherapy or in combination with other treatments. For patients with MDS, we plan
to develop Actimab-A for patients who have high-risk disease and in the maintenance setting. In the United States and the
five largest countries in Western Europe (France, Germany, Italy, Spain and the United Kingdom, which we refer to as "EU5"),
we estimate the patient population across our target treatment settings in these diseases to be greater than 100,000 patients annually.

 U.S. and EU5 AML & MDS Addressable Patient
Population

 AML is increasingly defined
by the presence of genetic mutations or cytogenetic abnormalities as well as prior therapy given the increased number of approved agents.
AML is a mutation rich disease that is genetically heterogeneous with identifiable mutations in over 95% of all patients. The most common
mutations for which there are approved therapies include fms-like tyrosine kinase 3 ("FLT3"), isocitrate dehydrogenase 1 &
2 ("IDH1") ("IDH2"), and nucleophosmin 1 ("NPM1") & KMT2A rearrangements.

 Various treatments are currently
approved or utilized for patients with AML and MDS including chemotherapies, targeted therapies, antibody drug conjugates ("ADCs"),
hypomethylating agents ("HMAs") and BMT. Since 2017, twelve therapies have been approved for patients with AML. As part of
our development strategy, we have evaluated and expect to continue to evaluate Actimab-A in combination with these approved therapies
and other emerging treatment options or therapeutic modalities to leverage its mutation agnostic and potentially synergistic mechanism
of action. Given the ubiquitous expression of CD33, we believe Actimab-A has the potential to be a backbone therapy for myeloid malignancies.

 Fewer approved treatment options
exist for patients with MDS, particularly high-risk patients. Treatments currently approved or utilized for high-risk patients include
chemotherapies, HMAs and IDH1 inhibitors. We intend to evaluate the potential utility of Actimab-A in MDS either as single agent or in
combination with other therapies.

 Given the complexity and aggressiveness
of AML and High-risk MDS, these patients are often referred to and treated in comprehensive treatment centers for in-patient treatment
as opposed to community, outpatient-based care. As a result, we believe the majority of AML and High-risk MDS patients largely occurs
in a finite number of centers, which implies efficiencies from concentration of commercialization efforts.

 Actimab-A Solid Tumor Program

 We believe a large market
opportunity also exists for Actimab-A in solid tumor indications by depleting MDSCs to synergize with PD-1 checkpoint inhibitors and potentially
other immune checkpoint inhibitors. Several solid tumor indications have shown to have high expression of MDSCs including non-small cell
lung cancer ("NSCLC"), melanoma, renal cell carcinoma ("RCC"), colorectal cancer ("CRC), triple negative
breast cancer ("TNBC"), head & neck squamous cell carcinoma ("HNSCC"), pancreatic cancer, glioblastoma ("GBM")
prostate cancer and ovarian cancer. Cumulatively, over 600,000 patients are diagnosed with these cancers annually. PD-1 checkpoint inhibitors
are approved in a significant number of these indications and in 2024 generated sales totaling more than $45 billion.

 We are planning to conduct our initial controlled, randomized clinical
trials in HNSCC and NSCLC in combination with the PD-1 checkpoint inhibitors KEYTRUDA and OPDIVO. These
two indications represent a potential addressable patient opportunity of over 250,000 patients. We expect to continue to evaluate additional
indications for potential future clinical trials assuming our initial efforts are successful.

 ATNM-400 Prostate Cancer Program

 Prostate cancer is the
most common cancer in men, with approximately 1 in 8 men diagnosed with prostate cancer during their lifetime. According to the American
Cancer Society, an estimated 313,780 new cases of prostate cancer will be diagnosed in the United States in 2025. The global incidence
of prostate cancer is approximately 1.5 million new cases annually. Approximately 20% of prostate cancer cases are more aggressive forms
that progress to metastatic disease, which is associated with significantly worse survival outcomes. Radiotherapy is commonly used to
treat prostate cancer, and in 2022, the PSMA-targeting radiotherapy Pluvicto was approved by the FDA and the European Medicines Agency
("EMA") for the treatment of patients with metastatic castration-resistant prostate cancer. Pluvicto is marketed and sold
by Novartis and generated sales of $1.39 billion in 2024. ATNM-400 is differentiated from Pluvicto as it targets a different marker than
PSMA that has been shown to be overexpressed in patients with prostate cancer and uses the alpha-particle emitter Ac-225, which is more
potent than Lu-177 but has a shorter path length, which could result in fewer off-target effects such as xerostomia.

 Iomab-ACT Cell & Gene Therapy Conditioning
Program

 We are developing Iomab-ACT as a targeted conditioning agent to prepare
patients for cellular therapies such as CAR-T or BMT and gene therapies. Our current clinical trials are focused on patients with blood
cancers and non-malignant blood disorders such as SCD. The first CAR-T therapies was approved in 2017 and currently, there are 6 approved
CAR-T therapies for patients with lymphomas, leukemia and multiple myeloma, which generated sales of over $4.0 billion in 2024. We estimate
that there are approximately 125,000 patients diagnosed with blood cancers that can be potentially treated with CAR-T therapies, which
are currently approved for r/r patients. SCD is a rare, debilitating and life-threatening blood disorder with significant unmet needs
that affects approximately 100,000 people in the U.S. Patients with SCD have a mutation that causes red blood cells to develop a crescent
or "sickle" shape, which restrict the flow in blood vessels and limit oxygen delivery to the body's tissues, leading
to severe pain and organ damage called vaso-occlusive events ("VOEs") or vaso-occlusive crises ("VOCs"). The
recurrence of these events or crises can lead to life-threatening disabilities and/or early death. An allogeneic BMT is a potentially
curative treatment option for patients with sickle cell disease, particularly in pediatric and adolescent patients who have had complications
such as strokes, acute chest crises or recurring pain crises due to their disease. In addition, there are two approved gene therapies
for patients with sickle cell disease, Casgevy (Vertex Pharmaceuticals, Inc. and CRISPR Therapeutics) and Lyfgenia (Bluebird Bio, Inc.).

 Our Clinical Product Candidates

 Actimab-A: Mutation Agnostic Mechanism of Action
with Backbone Therapy Potential in Myeloid Malignancies including AML and high-risk MDS

 Actimab-A (Ac-225-lintuzumab satetraxetan) is our lead radiotherapeutic
product candidate in development for patients with myeloid malignancies. To our knowledge, Actimab-A is the only CD33 targeting radiotherapy
in clinical development. We are focused on developing Actimab-A as both a monotherapy and in combination with other treatment regimens
to leverage both the potential mechanistic synergies of radiation and its mutation agnostic cell killing ability. In addition to our internal
development efforts, we entered into a CRADA with the NCI in February 2023 for the development of Actimab-A for AML and other myeloid
malignancies.

 We intend to establish Actimab-A as a backbone therapy leveraging the
broad expression of CD33 in myeloid malignancies such as AML and MDS, which, like most blood cancers, are highly sensitive to radiation.
AML is a highly heterogenous, mutation rich cancer with over 70 identified driver genetic mutations. However, there are only approved
therapies for four mutations including FLT3, IDH1 & IDH2, and NPM1. CD33 is expressed regardless of other mutations being present
The Ac-225 isotope payload that we utilize with Actimab-A emits potent alpha-particles with high linear energy that kill cells via double
strand DNA breaks for which there is no known resistance or repair mechanism.

 Actimab-A's Mechanistic
Synergy and Potential Combinations

 Our development strategy is
to exploit these properties of Actimab-A to address the unmet needs of patients with myeloid malignancies across the treatment journey
including the frontline, relapsed/refractory and maintenance settings. To accomplish this, we are leveraging our clinical development
experience, clinical data and preclinical work supporting Actimab-A's mutation agnostic capabilities.

 Actimab-A Clinical Development Experience

 To our knowledge, Actimab-A
is one of the most studied alpha-particle based targeted radiotherapies in clinical development having been studied in over 150 patients
across multiple clinical trials. Actimab-A has been studied at multiple dose levels, different administration schedules and as a single
agent or in combination with chemotherapy and targeted agents in patients with AML in the front line and relapsed or refractory settings
with promising results to date.

 Actimab-A Monotherapy Phase 2 Trial

 Following multiple Phase 1
clinical trials, Actimab-A was studied in a 40-patient multi-center Phase 2 trial as a single agent in patients newly diagnosed with AML
age 60 and above who were ineligible for intensive chemotherapy. At the dose level of 2.0 Ci/kg, Actimab-A produced high overall response
rates ("ORR") of 69% including Complete Remission ("CR"), Complete Remission with incomplete platelet recovery
("CRp") and Complete Remission with incomplete blood count recovery ("CRi"). Prolonged myelosuppression was the
most common adverse event and was expected as it is a known class effect of CD33 targeting therapies and given the advanced age of the
patients enrolled. The Actimab-A dose was adjusted to 1.5 Ci/kg, which produced an ORR of 22%. Potent anti-leukemic effect was observed
at both dose levels. Of the patients treated with 1.5 Ci/kg of Actimab-A, the median age was 75 and over 50% of the patients had an
antecedent hematologic disorder including MDS, chronic myelomonocytic leukemia and myelofibrosis, which can compromise a patient's
bone marrow function and ability to recover blood counts and proper function. This trial was conducted prior to the approval of many of
the targeted therapies that are routinely used in the treatment of patients with AML today. As a result of the prolonged myelosuppression
seen with doses of Ac-225 directed against CD33 expressing cells and the evolving AML treatment landscape, we adapted our development
strategy for Actimab-A to address the emerging unmet needs of patients in the era of precision medicines for AML.

 Anti-Leukemic Activity
of Actimab-A Monotherapy

 After completing the Phase
2 monotherapy trial, there was strong interest from trial investigators and other key opinion leaders to study Actimab-A in combination
with other treatment modalities to leverage its novel mutation agnostic radiotherapy mechanism. We evaluated several clinical trial concepts
and elected to pursue combination trials with Actimab-A with the salvage chemotherapy CLAG-M in patients with r/r AML and with the Bcl-2
inhibitor Venetoclax based on the potential for these combinations to address large segments of the AML patient population with high unmet
needs.

 Actimab-A + Venetoclax Phase 1/2 Combination
Trial

 Venetoclax is an oral therapy
that works by attaching to and blocking the actions of the B-cell lymphoma-2 ("Bcl-2") protein. Bcl-2 is overexpressed in
several blood cancers and prevents cancer cells from undergoing normal programmed cell death or apoptosis, which can help the cancer cells
overexpressing Bcl-2 live longer or increase resistance to chemotherapy. In November 2018, Venetoclax received accelerated approval from
the FDA in combination with the HMA azacitidine and decitabine or low-dose cytarabine for the treatment of newly diagnosed AML in patients
age 75 years or older or patients ineligible for intensive induction chemotherapy. Venetoclax was granted regular approval by the FDA
in October 2020.

 The Phase 1 portion of the
Actimab-A + Venetoclax trial enrolled 18 patients and was conducted at five clinical trial sites. Four dose levels of Actimab-A were evaluated
with the primary objective of evaluating the safety of the combination. Actimab-A + Venetoclax was well tolerated with an expected and
manageable adverse event profile with no early deaths observed. Efficacy was also evaluated with reduction in bone marrow blasts up to
93% reported.

 Actimab-A + CLAG-M Phase 1b/2 Combination
Trial

 The Medical College of Wisconsin
("MCW") was an active clinical trial site in the Phase 2 Actimab-A Monotherapy trial. MCW had previously conducted a study
evaluating salvage chemotherapies in patients with r/r AML including the regimens MEC, CLAG and CLAG-M. The results demonstrated that
CLAG-M produced superior outcomes based on rates of response and overall survival resulting in CLAG-M being the preferred salvage regimen
for patients with r/r AML. Based on MCWs experience with Actimab-A and CLAG-M, the team at MCW hypothesized that combining Actimab-A with
CLAG-M could improve patient outcomes compared to CLAG-M alone and lead to a clinical benefit by eliminating residual or resistant AML
blasts to produce higher rates of remissions and deep remissions including measurable residual disease ("MRD") negativity.

 MCW enrolled 26 adult patients
with high-risk r/r AML in the Phase 1b/2 trial of Actimab-A + CLAG-M with 23 patients evaluable for efficacy. Patients in the efficacy
cohort had a median age of 62 and 91.3% of patients being intermediate risk (13%) or adverse risk (78.3%) according to the 2017 ELN cytogenetic
risk classification. Additionally, 52.2% of patients had a TP53 mutation abnormality, 56.5% of patients had prior Venetoclax treatment
and 56.5% of patients had a prior allogeneic BMT with patients having a median of 2 lines of prior treatment (range: 1-5). This trial
evaluated four dose levels of Actimab-A in combination with CLAG-M ranging from 0.25 Ci/kg to 1.0 Ci/kg.

 Patient Characteristics

 The results from this trial
were published in the peer-reviewed journal Leukemia in February 2025. In this publication, it was reported that Actimab-A + CLAG-M
had a tolerable safety profile with manageable toxicities and demonstrated promising efficacy supporting additional trials to further
evaluate the efficacy of the combination including survival outcomes. Based on the results of the study, it was determined that 0.75 Ci/kg
is the recommended Phase 2 dose ("RP2D"). In addition to a safety analysis, the results of 5 patients treated in a pharmacokinetic
expansion cohort at the RP2D were reported. Treatment-emergent adverse events ("TEAE") were primarily hematologic and all
grade 3/4 TEAEs were hematologic. No patients discontinued treatment due to TEAEs and no early deaths were attributed to the Actimab-A
+ CLAG-M. The pharmacokinetic analysis evaluated radioactivity in whole blood and results showed that Actimab-A cleared rapidly with no
detectable radioactivity after a median of 24.5 hours. Importantly, no significant kidney or liver toxicity has been reported to date
and no incidences of veno-occlusive disease ("VOD") reported.

 The efficacy analysis of this
trial evaluated rates of CR, composite Complete Remission ("CRc") which includes CR and Complete Remission with Incomplete
Count Recovery ("CRi") and ORR which include CR, CRi and Morphologic Leukemia-Free State ("MLFS"), as well as
MRD negativity and survival outcomes. As listed in the table below, CR, CRc and ORR rates were reported for all patients as well as patients
treated at the RP2D, by number of lines or prior therapy and high-risk patients including those with a TP53 mutation and prior Venetoclax
treatment.

 Rates of CR, CRc and
ORR with Actimab-A + CLAG-M

 In patients achieving a CRc,
MRD negativity was assessed including in patients in various high-risk subgroups. Across all patients, the MRD negativity rate was 75%
and was 100% in patients with prior Venetoclax treatment. In the ELN adverse risk patients and those with a TP53 mutation, MRD negativity
was 86% and 83%, respectively. We believe these high rates of MRD negativity support the rationale for conducting this study, which was
to determine if Actimab-A could deplete residual or resistant AML blasts to produce deep remissions.

 MRD Negativity Rates
in Evaluable Patients Achieving CRc

 Long-term survival outcomes
in the evaluable patients receiving Actimab-A + CLAG-M were also reported from this study from a 2-year follow-up. In the patients eligible
for a BMT, 60% of patients successfully received a BMT and had a median Overall Survival ("OS") of 24 months. In patients
with one or two lines of prior salvage therapy, the median OS was 18.4 months. The median OS in patients with a TP53 mutation or prior
Venetoclax treatment was 9.6 months and 7.3 months, respectively. These survival outcomes compare favorably to outcomes reported in the
literature. In patients with prior Venetoclax treatment who then received intensive chemotherapy such as CLAG-M, OS has been reported
to be 2.4 - 4.6 months.

 Overall Survival Outcomes
with Actimab-A + CLAG-M

 Based on the positive findings
from this trial, we plan to evaluate Actimab-A + CLAG-M will be evaluated in a pivotal Phase 2/3 trial in patients with r/r AML.

 Actimab-A + CLAG-M Pivotal Phase 2/3 Trial

 We have aligned with the FDA
on an operationally seamless, randomized pivotal Phase 2/3 trial to compare Actimab-A + CLAG-M to CLAG-M alone in patients with r/r AML.
Based on our interactions with the FDA, this trial will first complete a Phase 2 portion where the Actimab-A dose will be optimized in
combination with CLAG-M. We expect the Phase 2 portion of this trial to be initiated in 2025. Once the optimized Actimab-A dose is determined,
we expect the trial will seamlessly advance to the Phase 3 portion of the study, which is expected to reduce time and resources required
compared to separate Phase 2 and Phase 3 studies.

 Actimab-A + CLAG-M Pivotal Phase 2/3 Trial
Design

 The primary endpoint of the
Phase 3 trial will be Overall Survival. Event-Free Survival ("EFS") and other efficacy measures as well as safety also being
evaluated. We are actively seeking potential strategic partners or collaborators to advance this trial.

 Actimab-A NCI CRADA Trials

 In 2023, we entered into a
CRADA with NCI to develop Actimab-A for the treatment of patients with AML and other hematologic malignancies. The NCI will serve as the
regulatory sponsor for any clinical trials mutually approved by both parties to study Actimab-A, and the CRADA will provide extensive
support for and accelerate the development of Actimab-A alone or in combination with chemotherapy, immunotherapy, targeted agents and
other novel combinations. The CRADA studies will be overseen by the NCI in collaboration with Actinium's clinical development team,
where we have the right to review and approve all protocols and have full rights to all data. The NCI CRADA provides for us to supply
Actimab-A and for NCI to cover all clinical trial execution and development expenses, which we believe will be a cost-efficient approach
as opposed to a Company sponsored trial and will therefore spare our balance sheet. The NCI Cancer Therapy Evaluation Program ("CTEP"),
which sponsors approximately two thirds of all combination cancer studies, will accept Letters of Intent ("LOIs") or concepts
for Phase 1, 2 or 3 studies of Actimab-A in AML and other hematological malignancies.

 In October 2024, the NCI announced
that its myeloMATCH program was officially open to patient enrollment across the U.S. and Canda. MyeloMATCH is a portfolio of clinical
trials to test precision medicine treatments for adults with AML or MDS being designed and led by four leading cancer research organizations
including the Alliance for Clinical Trials in Oncology, Canadian Cancer Trials Group, ECOG-ACRIN Cancer Research Group, and SWOG Cancer
Research Network in collaboration with the NCI National Clinical Trials Network ("NCTN"). Collectively, the myeloMATCH program
expects to open trials at hundreds of cancer care sites across the U.S. and Canada with the goal of enrolling 5,000 or more patients over
the next several years. Under our CRADA with the NCI, Actimab-A is part of the myeloMATCH program and may be included in future clinical
trials.

 Actimab-A, Venetoclax & ASTX-727 –
Frontline AML Triplet Phase 1b Combination Trial

 In March 2025, we announced
the initiation of the first clinical trial to be conducted under our CRADA by NCI. The trial will evaluate the triplet combination comprised
of Actimab-A, Venetoclax and ASTX-727, a novel oral HMA developed by Taiho Oncology, an Otsuka Holdings company, in frontline AML patients.
Venetoclax in combination with HMAs (Ven-HMA) is approved for patients with newly diagnosed AML. We believe this trial is supported by
our Actimab-A + Venetoclax combination trial that showed that combination was well-tolerated and showed supportive anti-leukemic activity.
The frontline AML triplet trial is expected to enroll up to 48 patients who are newly diagnosed with AML that are age 75 and above and
not eligible for intensive chemotherapy. The trial will evaluate various dose levels of Actimab-A along with dosing regimens. We expect
initial clinical data to be generated from this trial in second half of 2025.

 Triplet Combination Trial Design with Venetoclax,
HMA & Actimab-A Backbone

 Additional clinical trial concepts for Actimab-A
have been submitted under the CRADA and are being reviewed. We anticipate that additional clinical trials with Actimab-A will be initiated
in 2025 including under the CRADA to leverage Actimab-A's mutation agnostic mechanism.

 Broad Development Strategy for Actimab-A

 Data Supporting Actimab-A's Mutation Agnostic Profile

 To leverage Actimab-A's
mutation agnostic capabilities and support its broad development, we have conducted preclinical experiments studying Actimab-A in combination
with targeted agents including Bcl-2 inhibitors, FLT-3 inhibitors, IDH inhibitors and menin inhibitors for NPM1 and KMT2A AML, chemotherapies
such as CLAG-M and in cell lines expressing TP53 mutations. The table below outlines the expression rates of these targets in patients
with AML.

 Actimab-A Combination Data with Menin Inhibitors

 In June 2024, we presented
the first-ever preclinical data demonstrating the combination of Actimab-A with leading menin inhibitors resulted in anti-tumor control
and potent leukemia cell killing in AML models at the 2024 European Hematology Association ("EHA") Congress. We studied Actimab-A
in combination with the leading menin inhibitors, revumenib (Syndax Pharmaceuticals, Inc.) and ziftomenib (Kura Oncology, Inc.), which
are being developed for patients with KMT2A rearrangements and NPM1 mutations, which are present in approximately 10% and 30% of AML patients,
respectively. Actimab-A as a single agent showed potent in vitro AML cell killing activity in both MV-4-11 and MOLM-13 KMT2A mutant cell
lines, compared to the non-radio conjugated CD33 antibody lintuzumab (p<0.0001) and the combination of Actimab-A with leading menin
inhibitors triggered an acute increase in AML necrosis and cell death in vivo relative to single agent therapy within 72 hours of dosing.
Actimab-A enhanced AML cell death when combined with both revumenib and ziftomenib at all dose levels in difficult to treat KMT2A mutant
AML. Anti-tumor effect was significantly potentiated and prolonged when combining Actimab-A with a leading menin inhibitor compared to
monotherapies in xenograft leukemia models in vivo (p<0.0024 Actimab-A + menin).

 Enhanced Tumor Control
with Actimab-A + Menin Inhibitor Revumenib

 Actimab-A Combination Data with FLT3 Inhibitors

 We have also evaluated Actimab-A
in combination with FLT3 inhibitors such as gilteritinib (Astellas Pharma, Inc.) and midostaurin (Novartis Pharmaceuticals, Inc.). FLT3
is one of the most commonly mutated genes in AML and is associated with aggressive disease with poor outcomes. Actimab-A was shown to
have single-agent activity against FLT3 mutant AML cell lines, supporting its mutation-agnostic mechanism, and enhanced the anti-leukemic
activity of the FLT3 inhibition in vitro. We will continue to evaluate the potential of Actimab-A in combination with FLT3 inhibitors.

 Synergistic Anti-Leukemic
Effect with FLT3 Inhibitors

 We expect to present additional data supporting
Actimab-A's mutation agnostic capabilities and backbone potential at future scientific and medical conferences. In addition, we
will continue to explore potential clinical trials under our CRADA with NCI, investigator-initiated trials or under our sponsorship.

 Actimab-A Solid Tumor Program: Potential Pan Solid Tumor Therapy
in Combination with PD-1 Checkpoint Inhibitors Including KEYTRUDA and OPDIVO by Depleting Myeloid Derived
Suppressor Cells

 Given the significant number
of patients treated with PD-1 ICIs, there is extensive data in the medical literature on outcomes in these patients. PD-1 ICIs have significantly
improved patient outcomes across several solid tumor indications, however, not all patients have robust or durable responses. Multiple
therapeutic modalities have been studied in combination with PD-1 ICIs in attempt to improve patient outcomes, but few combinations have
produced a sufficient enough clinical benefit to have been approved. To our knowledge, our Actimab-A solid tumor program is the only CD33
targeted radiotherapy being evaluated in combination with PD-1 ICIs. The rationale for studying Actimab-A in combination with either KEYTRUDA or
OPDIVO is based on the premise that depleting MDSCs with Actimab-A will improve the efficacy of these drugs.

 MDSCs are immune-suppressive cells that help tumors
evade immune detection and promote disease progression. They are overexpressed in the tumor microenvironment in several different solid
tumors and associated with poor outcomes. They work by multiple mechanisms but most relevant to PD-1 inhibitors which work by keeping
T-cells active is that MDSCs prevent T-cells from recognizing and attacking cancer cells.

 MDSCs Immunosuppressive Effects

 Studies have shown that MDSCs are overexpressed
in patients with cancers. For instance, a study by Bronte et al., in patients with NSCLC receiving ICIs evaluated the role of immune cells
on patient outcomes. In this study, MDSCs were the only immune cell subtype to show a statistically significant association with tumor
response. The median level of MDSCs was determined to be 1.9% with patients above that level being classified as "High-MDSC"
and patients below that level being classified as "Low-MDSC". In this study, only Low-MDSC patients had a clinical response
with no responses observed in High-MDSC patients and over 80% of High-MDSC patients having progressive disease. In addition, Low-MDSC
patients had a statistically significantly improvement in progression-free survival ("PFS") of 8.39 months compared to 1.94
months in High-MDSC patients and OS of 15.15 months compared to 3.03 months in High-MDSC patients.

 There is considerable preclinical scientific evidence
in the literature that depleting MDSCs could be a viable strategy in improving the outcomes of PD-1 directed immunotherapy, however, there
have been no viable clinical approaches that have been tried successfully to our knowledge. MDSCs are known to express the CD33
antigen which is the target of Actimab-A. Actinium has also generated published and unpublished preclinical data showing that Actimab-A
can selectively deplete MDSCs in solid tumors.

 Actimab-A Depletes MDSCs
in In Vivo Preclinical Models

 We believe there is strong
scientific rationale supporting the potential for Actimab-A to deplete CD33 expressing MDSCs and hence improve patient outcomes with PD-1
ICIs such as KEYTRUDA and OPDIVO. Our Actimab-A solid tumor program is expected to be comprised of
several controlled, head-to-head clinical trials that will evaluate the combination of Actimab-A with KEYTRUDA versus
KEYTRUDA alone, and Actimab-A with OPDIVO versus OPDIVO alone. The initial
tumors that are being targeted are HSNCC and NSCLC with a separate trial for each indication.

 The patient population for
these trials will be adults with PD-L1 expression and locally advanced metastatic HNSCC or NSCLC randomized to either Actimab-A alone
or Actimab-A with a specific checkpoint inhibitor. The objective of each trial would be to evaluate the safety and tolerability as well
as following endpoints including ORR, PFS and OS. Further, the following biomarker data would be collected including the pattern of depletion
of CD33+ MDSCs and T-cell activity in peripheral blood. We expect to present initial proof of concept clinical data from the first of
these trials in the second half of 2025 as well as provide an update on the outlook for the rest of the trials for the Actimab-A solid
tumor program.

 ATNM-400 Program: Potential Novel, First-in-Class Ac-225 Prostate
Cancer Radiotherapy

 In March 2025, we announced
ATNM-400, a novel, first-in-class Ac-225-based radiotherapy intended for patients with prostate cancer. We have generated preclinical
data with ATNM-400, which has been accepted for presentation at the American Association for Cancer Research ("AACR") Annual
Meeting being held April 25 – 30, 2025. The abstract accepted for presentation highlighted the following:

 ATNM-400 selectively binds to prostate cancer cells, undergoes
rapid internalization, and induces dose-dependent cytotoxicity;

 in prostate cancer xenograft mouse models, ATNM-400 accumulated
in tumors for up to 144 hours, while showing minimal uptake in normal tissues;

 small animal SPECT/CT imaging with Indium-111-labeled antibody
confirmed selective tumor accumulation and clearance from healthy tissues; and

 a single dose of ATNM-400 achieved 68.5% tumor growth inhibition
at 20 Ci/kg and 99.8% at 40 Ci/kg, with all doses being well tolerated.

 We continue to study ATNM-400
and expect additional data from Pluvicto-resistant prostate cancer models to be presented at AACR.

 Iomab-ACT Program: Potential Universal Targeted Conditioning Agent
for Cell & Gene Therapies to Improve Patient Access and Outcomes

 The opportunity exists for
better conditioning regimens in the area of cellular therapies beyond the non-targeted chemotherapy-based regimens that are used currently.
We are working on a next generation targeted conditioning program, Iomab-ACT, for the rapidly growing cell and gene therapy market, as
well as BMT conditioning for non-malignant hematologic indications such as SCD.

 We are studying Iomab-ACT
in collaboration with Memorial Sloan Kettering Cancer Center ("MSKCC"), for conditioning prior to CAR-T therapy for patients
with relapsed or refractory B-cell acute lymphoblastic leukemia ("B-ALL") or diffuse large B-cell lymphoma ("DLBCL").
This study funded by a NIH grant is the first study of its kind to use an ARC, with CAR-T therapy. At the 2024 Tandem Meetings | Transplantation
& Cellular Therapy Meetings of ASTCT and CIBMTR, we presented results from the ongoing Phase 1 trial. No patients (0/4) developed
Immune Effector Cell-Associated Neurotoxicity Syndrome ("ICANS") of any grade, a major safety measure of the study, as ICANS
is observed in 25% or more of patients with r/r B-ALL and DLBCL treated with various CAR T-cell products and negligible incidence of cytokine
release syndrome ("CRS") as outlined in the table below.

 Minimal CRS and ICANS
in Iomab-ACT Pilot Trial

 Additionally, Iomab-ACT demonstrated
transient depletion of peripheral blood lymphocytes and monocytes. Persistence of CAR T-cells up to 8 weeks and minimal non-hematologic
toxicities have been observed to date. These results prompted us to explore additional clinical trials with Iomab-ACT.

 In May 2024, we announced
FDA acceptance of an IND for a new Phase 1b/2 clinical trial that will study Iomab-ACT as targeted conditioning prior to patients receiving
an FDA approved commercial CAR-T therapy. This is an investigator sponsored trial conducted at the University of Texas Southwestern ("UTSW").
To our knowledge, this will be the first trial to study a targeted radiotherapy conditioning agent with a commercial CAR-T therapy. Given
the robust clinical data that exists with commercial CAR-T therapies, we believe this trial may demonstrate the potential for Iomab-ACT
to improve outcomes over current chemotherapy conditioning regimens, which we are seeking to replace and provide patients better access
to CAR-T. This trial will enroll up to 30 patients and we expect to commence patient enrollment of this study in the first half of 2025
and generate proof of concept clinical data by year end 2025. The primary objectives are safety, tolerability and efficacy. Second
objectives will evaluate incidences of CRS and ICANS as well as the persistence and expansion of CAR-T cells, which has been associated
with improved efficacy and patient outcomes. If successful, we believe this Phase 1b/2 trial could support a pivotal trial, which could
be initiated as early as 2026.

 In July 2024, we announced
a program for Iomab-ACT focused on providing patients with sickle cell disease broader access to cellular therapies including bone marrow
transplant and gene therapies. We also announced in July 2024 the FDA clearance of an IND for an investigator led clinical trial to study
Iomab-ACT as targeted conditioning prior to a BMT for patients with SCD in collaboration with Columbia University. Sickle cell disease
is a rare, debilitating and life-threatening blood disorder with significant unmet need that affects approximately 100,000 people in the
U.S. Patients with sickle cell disease have a mutation that causes red blood cells to develop a crescent or "sickle" shape,
which restrict the flow in blood vessels and limit oxygen delivery to the body's tissues, leading to severe pain and organ damage
called vaso-occlusive events ("VOEs") or vaso-occlusive crises ("VOCs"). The recurrence of these events or crises
can lead to life-threatening disabilities and/or early death. A BMT is a potentially curative treatment option for patients with sickle
cell disease, particularly in pediatric patients who have had complications such as strokes, acute chest crises or recurring pain crises
due to their disease. We expect patient enrollment for the Phase 1 trial to commence in the first half of 2025 and enroll up to 15 patients
with initial safety and efficacy results from the initial cohort of patients receiving Iomab-ACT prior to a BMT for their SCD in the second
half of 2025.If safety is demonstrated, the trial is expected to inform a clinical trial to evaluate Iomab-ACT as a targeted conditioning
agent prior to gene therapy for which there are two approved agents for patients with sickle cell disease, Casgevy (Vertex Pharmaceuticals,
Inc.) and Lyfgenia (Bluebird Bio, Inc.).

 Iomab-ACT Clinical Trials
and Objectives

 We plan to continue
to develop Iomab-ACT based on early promising results, ultimately with the value proposition of improving overall access and outcomes
for patients who need cellular or gene therapies. We believe an opportunity exists for Iomab-ACT to potentially generate significant revenue,
if it can provide one or more clinical benefits related to lower CRS, less neurotoxicity, longer duration of response or a higher overall
success rate of cellular therapy due to benefits of targeted conditioning.

 Iomab-B

 In
February 2023, Actinium announced that the SIERRA trial met the primary endpoint with statistical significance, as 22% of patients (13/76)
on the Iomab-B arm achieved dCR compared to 0% of patients (0/77) on the control arm resulting in a p-value of <0.0001. The SIERRA
trial met the secondary endpoint of Event-Free Survival ("EFS") with a 78% reduction in the probability of an event (Hazard
Ratio=0.22, p<0.0001 for both per protocol and ITT basis). EFS at 180 days for the Iomab-B arm was 28% compared to 0.2% for the control
arm. In the SIERRA trial, an event was defined as one of the following: a patient not achieving CR/CRp or crossing over, patient not
receiving BMT, a patient relapsing or death. The SIERRA trial did not, however, meet the secondary endpoint in achieving a statistically
significant improvement in OS in the intent to treat ("ITT") population.

 On
August 5, 2024, Actinium announced that it concluded both its clinical and Chemistry, Manufacturing and Controls ("CMC") interactions
with the FDA regarding the BLA pathway for Iomab-B based on the SIERRA trial results. As previously disclosed, we had received positive
feedback from the FDA regarding our CMC package for Iomab-B and were also assigned a BLA number. However, in the third quarter of 2024,
the FDA provided definitive feedback that the SIERRA trial alone is not adequate to support a BLA filing for Iomab-B, despite (a) the
SIERRA trial meeting the primary endpoint of dCR with statistical significance (p-value<0.0001) and other positive secondary endpoints
including Event Free Survival ("EFS") and safety, and (b) our presentation of several additional analyses from the SIERRA
study, including long-term follow-up demonstrating a trend towards improved overall survival and evidence of survival benefit in patients
with high-risk TP53 mutations, to support Iomab-B's impact on overall survival. The FDA indicated that demonstrating an overall
survival benefit in a randomized head-to-head trial is necessary and has advised us to conduct a study to evaluate allogeneic BMT using
Iomab-B plus a reduced intensity conditioning regimen of fludarabine and total body irradiation ("Flu/TBI") versus allogeneic
BMT using reduced intensity conditioning comprised of cyclophosphamide plus Flu/TBI. This proposed additional study differs from the SIERRA
trial, which allowed physician's choice of salvage chemotherapies and heterogenous conditioning regimens in the control arm. Additionally,
the proposed new study will not allow patients to cross over from the control arm, which was allowed in the SIERRA trial and confounded
the overall survival analysis in the ITT patient population, as nearly 60% of patients crossed over from the control arm.

continued interactions with the FDA in the third quarter of 2024 to further discuss the specifics of the additional head-to-head clinical
trial required by the FDA, including the patient population, which the FDA had suggested could include all adult AML patients. In the
fourth quarter of 2024, Actinium conducted a further meeting with the FDA. Based on this meeting, Actinium believes it has aligned with
the FDA on the patient population for a head-to-head Phase 3 clinical trial to further evaluate allogeneic BMT using Iomab-B plus a reduced
intensity conditioning regimen of Flu/TBI versus allogeneic BMT using reduced intensity conditioning comprised of cyclophosphamide plus
Flu/TBI in all adult patients aged 18 and above with active AML with blasts counts greater than 5% and less than 20%. This is a broader
patient population than the patients enrolled on the SIERRA trial, which only enrolled patients aged 55 and above. Further, the FDA now
requires that an additional dose optimization trial demonstrating safety and efficacy be completed to calculate the dose of Iomab-B based
on absorbed dose by the bone marrow, rather than the maximum tolerable dose of 24 Gy of radiation to the liver as was done in the SIERRA
trial based on several interactions we had with the FDA before starting the SIERRA trial. We are actively seeking a strategic partner
for Iomab-B in the U.S. to advance the head-to-head clinical trial or other clinical development activity for Iomab-B.

 On April 7, 2022, we entered
into a License Agreement with Immedica Pharma AB ("Immedica"), pursuant to which Immedica licensed the exclusive product rights
for commercialization of Iomab-B in certain countries in the EUMENA region. Upon signing, we were entitled to an upfront, non-refundable
payment of $35.0 million from Immedica, which was received in May 2022. Under the terms of the License Agreement, we are eligible to receive
certain regulatory and commercial milestone payments and royalties on net sales of the product in certain countries that may result from
the License Agreement. Immedica is responsible for regulatory submissions in the EUMENA region, and we continue to retain commercialization
rights in the U.S. and rest of the world.

 R&D and Platform Technology

 Our R&D capabilities have
the potential to yield differentiated, high-value targeted radiotherapy programs that demonstrate our experience across multiple validated
cancer targets and isotopes and cover broad areas of focus leveraging our clinical development experience across hematology, targeted
conditioning, solid tumors, and next generation radiotherapies. We have internal R&D capabilities with our research laboratory capable
of executing in vitro and in vivo experiments and translational research. We are working on several preclinical programs which include
novel approaches to validated cancer targets, as well as novel targets that we believe show immense potential for radiotherapeutic approaches.
Preclinical pharmacology studies with our targeted radiotherapeutics, such as HER2, CD33 and CD38, have shown strong improvement in tumor
growth inhibition in various preclinical tumor models.

 We currently believe that our targeted radiotherapies,
which utilize biologic molecules, are less likely than small molecules to face pricing pressure and negotiation from IRA, given that small
molecules are at risk for pricing negotiations seven years after approval compared to eleven years for biologics with negotiated prices
taking effect two years after selection. Further, a drug or biological product that has an orphan drug designation, which our Actimab-A
and Iomab-B programs both have, for only one rare disease or condition will be excluded from the IRA's price negotiations requirements
until such time the biological products has designations for more than one rare disease or condition, or if is approved for an indication
that is not within that single designated rare disease or condition, unless such additional designation or such disqualifying approvals
are withdrawn by the time CMS evaluates the drug for selection for negotiation. In addition, regulatory barriers for generic large molecule
biologic based targeted radiotherapies are much higher than for small molecule radioligands such as those under development or approved,
namely, Pluvicto, Lutathera, and Xofigo. Generic versions of certain radiopharmaceuticals
utilizing peptides, which are considered small molecules, have been submitted to the FDA via the ANDA pathway. To our knowledge, only
the biosimilar approach pertains to large molecule biologic-based radiotherapies filed under 351(k) BLA pathway. The regulatory pathway
for a biosimilar is much more comprehensive than the pathway for generics, and it has not been proven that biosimilars are interchangeable
with the innovator's large molecule biologic targeted radiotherapy. In addition, we are not aware of any regulations that would
require us to provide Actimab-A or Iomab-ACT, including their respective mAbs, lintuzumab and apamistamab, to any third party or potential
competitor. Despite the above, we are aware that one or more of the policies or regulations that afford our pipeline candidates
market protections may change in the future and that one or more of pour product candidates may be disadvantaged by such change.

 We seek to expand our capabilities
and technologies across therapeutic modalities, linker technologies and in vivo cancer models, and build visibility through presentations
at key conferences and publications in journals of high impact. Our R&D efforts are centered on the advancement of key programs with
a robust "fast-to-clinic" approach. Underpinning our development programs is our expanded patent portfolio of approximately
230 issued patents and pending patent applications worldwide.

 Our Proprietary Ac-225 Cyclotron Manufacturing
Technology

 With
our in-depth, long-term experience in clinical development of Ac-225 based radiopharmaceuticals, we have developed an end-to-end technology
solution for producing Ac-225 that has demonstrated radiochemical and radionuclidic purity identical to current gold standard methods.
This patented technology has been used to produce Ac-225 in a cyclotron that is essentially identical to that derived from a Th-229 generator
and has the potential to be a lower-cost, commercially scalable higher-yielding approach. Importantly, the Ac-225 material produced by
our proprietary method contains no long-lived contaminants and less than 0.001% Actinium-227 ("Ac-227"). Using the cyclotron-produced
Ac-225 technology may allow for large commercial scale production with estimated cost of goods sold including capital expenditures and
operational costs for a single cyclotron facility to be several times less expensive than the price of currently available Ac-225 material.

 Demonstrated Radiochemical Equivalence

 Blue: Actinium's cyclotron-produced
Ac-225

Red: Ac-225 from a Th-229 generator

 Our extensive know-how related to this production
technology is supported by five issued patents in the U.S. and 49 patents internationally and covers:

 End-to-end solution including processing and recycling of Radium-226 starting material

 Production of up to 100 mCi of Ac-225 per production cycle

 Utilization of a medium energy cyclotron

 Expected cost 10 to 20 times lower than currently available material

 Radiochemical purity > 99%

 Radioisotopic purity 99.8% with no long-lived contaminants and <0.001% Ac-227

 With our Ac-2225 based Actimab-A
and ATNM-400 programs and the rapidly increasing number of Ac-225 based programs in development, we believe that we are well positioned
to leverage this technology to produce Ac-225 to address the growing clinical and potential commercial demand.

 Manufacturing and Supply Chain

 Actinium has established significant
manufacturing and supply chain expertise having delivered over 500 doses for 18 clinical trials at 45 large cancer hospitals and have
never missed a dose.

 We believe this experience
provides us with insights that are highly relevant to the unique manufacturing and distribution requirements of radiotherapeutics. Due
to the short half-life of radioisotopes, our finished drug products are shipped "hot" and must be administered within days.
Actinium has established core competencies in the process of manufacturing radiotherapeutics, coordinating with the hospital's care
team, and delivering "just-in-time" doses.

 We plan to establish our own
manufacturing capabilities and intend to commence the build-out of a facility in the second quarter of 2025. We believe that having in-house
manufacturing will provide enhanced control, flexibility and scalability to serve our current and planned clinical trials and R&D
efforts as well as potential future activity.

 Isotope supply is critical
for the manufacturing of radiotherapeutics, and we have engaged several sources for the procurement of alpha (e.g., Ac-225) and beta (e.g.,
I-131 and Lu-177) emitters. We also have multiple isotope supply agreements and qualified vendors in place to supply isotopes for our
active and planned clinical trials. In March 2025, we announced that we entered into Ac-225 supply agreement with Eckert & Ziegler,
a leading specialist in isotope-related components for nuclear medicine and radiation therapy, to support our comprehensive development
including U.S. and international clinical trials.

 Actinium has commercial agreements
with Contract Development and Manufacturing Organizations ("CDMOs") with significant experience in mAb and final radio-labeled
drug products. Our finished drug product CDMOs are located in the U.S. and have experience in the international supply of radiotherapies.
We have scaled deliberately for manufacturing flexibility and are currently qualifying additional CDMOs to ensure readily available
drug product upon FDA approval and the ability to ramp up rapidly to meet commercial demand.

 We have established an actively managed end-to-end
supply chain that encompasses isotope sourcing through drug administration at the point of care to execute our clinical trials. Our end-to-end
supply chain did not miss a patient dose in our international, 24-site SIERRA Phase 3 clinical trial including 40 additional patients
that crossed over from the control arm to receive Iomab-B. We believe we have a thorough understanding and working knowledge of the intricacies
required to manufacture and distribute radiotherapies. Through our clinical experience with Iomab-B and Actimab-A, we have developed a
wealth of proprietary knowledge to enable coordination between Actinium and all key stakeholders including, but not limited to hematologists/oncologists,
infusion center and in patient rooms, nuclear medicine and radiology, hot labs and radio-pharmacies, and radiation safety committees,
among others.

 Intellectual Property

 Our proprietary technology platform is supported by IP, know-how
and trade secrets that cover the generation, development, methods of use and manufacture of targeted radiotherapies and their select components.
Our IP covers various methods of use in multiple diseases, including indication, dose and scheduling, radionuclide warhead, and therapeutic
combinations.

 As of March 2025, our patent
portfolio is comprised of approximately 230 issued patents and pending patent applications worldwide, which we believe constitutes a valuable
business asset. Our IP includes 47 patent families, including key patents that relate primarily to our radiotherapeutic candidates. Our
patent portfolio includes 15 issued patents and 52 pending patent applications in the U.S., and 166 that are issued or pending internationally.
The effective lives of the issued patents in our portfolio, or patents that may issue from the pending applications in our portfolio,
ranges from expirations between 2024 and 2043.

 For our Iomab-B product candidate, we have four issued patents
in the U.S. and issued patents in Canada, Europe and Japan that relate to the composition. The basic patent terms of these patents expire
in 2036 and 2037. Related patent applications are also currently pending in the U.S. and internationally. In addition, we own both U.S.
and international pending patent applications that relate to the use of Iomab-B or Iomab-ACT in the treatment of cancers and non-malignant
conditions.

 Our patents also cover key areas of our business such as manufacturing
key components of our product candidate, Actimab-A, including Ac-225 in a cyclotron. We have expertise in utilizing the alpha emitting
isotope Ac-225 including clinical experience in treating approximately 150 patients with our alpha-emitter-based therapies, "gold
standard" linker technology and 5 issued patents in the U.S. and 49 patents internationally related to the manufacturing of Ac-225
in a cyclotron, which we believe has the potential to produce higher quantities of Ac-225 than currently utilized methods. In addition,
we also own U.S. and international patents and pending patent applications that relate to the manufacturing of Actimab-A and its use in
the treatment of cancers.

 Competition

 The biopharmaceutical industry
is extremely competitive and rapidly evolving, particularly in the fields of oncology, hematology and cell and gene therapy. Our competition
is likely to come from larger pharmaceutical companies, biotechnology companies, academia, and other public and private entities that
focus on three broad areas relevant to our pipeline candidates – hematology/oncology agents, conditioning agents and radiopharmaceuticals.
In addition, in markets where we are going after a target, companies with research programs and capabilities in our disease area focus
may also be competing with our programs and pipeline. Additionally, our competition may have more resources than we do and more experience
in drug development.

 In myeloid malignancies, specifically
AML, there are a significant number of programs in preclinical and clinical development. In addition, there are 12 approved products including
small molecules and targeted therapies. However, to our knowledge, our Actimab-A program is the only Ac-225 based targeted radiotherapy
in clinical development for AML and myeloid malignancies. In addition, Actimab-A is potentially synergistic with a majority of the approved
AML therapies. AML assets primarily consist of agents targeting specific AML mutations, immunotherapies, or cell cycle modulators, which
largely address finite segments of the population and do not have the broad potential for utilization like Actimab-A. Early clinical and
preclinical stage assets consist of more cell therapy and immune cell engagers, and the potential success of these modalities in AML remain
uncertain. Our strategy is to develop Actimab-A in combination with other products, and agents in the development pipeline have the potential
for synergies in combination with Actimab-A.

 In conditioning, agents currently
used for myeloablation prior to a BMT, lymphodepletion prior to CAR-T and other adoptive cell therapies and reduced intensity conditioning
for gene therapy are largely generic, non-targeted chemotherapeutic agents. Jasper Therapeutics and Magenta Therapeutics ceased development
of their antibody and antibody-drug conjugate or ADC conditioning programs for BMT in malignant diseases. Certain companies such as Vertex
Pharmaceuticals ("Vertex"), Gilead Sciences ("Gilead") and Allogene Therapeutics ("Allogene") have
or continue to explore non-chemotherapy conditioning with ADCs and antibodies for their in-house, proprietary cellular therapy programs.
For example, Vertex in-licensed ADC technology from ImmunoGen Inc. (acquisition by AbbVie announced in November 2023) and had a collaboration
with Molecular Templates, Inc. (ceased operations in 2024) to develop targeted conditioning agents, which was subsequently terminated.
Allogene is using its own proprietary anti-CD52 monoclonal antibody for use as a lymphodepletion agent in conjunction with CAR-T therapies.
Telix Pharmaceuticals has announced plans for a conditioning program based on a CD66 radiotherapeutic approach in systemic amyloid light-chain
amyloidosis ("SALA") via an early-stage investigator-sponsored trial. Molecular Partners is developing a switch-DARPin targeting
cKIT CD16a CD47 as a conditioning regiment in AML, but this asset is in early preclinical studies. Without exception, all
these companies have either preclinical or early-stage programs that are, for the most part, solely focused on their proprietary programs.

 Several companies are focused
on developing radiotherapies for solid tumors, with a majority of radiotherapy programs focused on PSMA or prostate-specific membrane
antigen in prostate cancer, neuroendocrine tumors or fibroblast activation protein ("FAP"). Companies with radiotherapeutics
in development include, but not limited to: Abdera Therapeutics, Aktis Oncology, Alpha-9 Theranostics, Ariceum Therapeutics, ARTbio, Bayer
AG, Clarity Pharmaceuticals, Cellectar Biosciences, Convergent Therapeutics, CuraSight, Curium Pharma, Full-Life Technologies, Fusion
Pharmaceuticals, Inc., Johnson & Johnson, Lantheus Holdings, Inc., Mariana Oncology (acquired by Novartis AG in May 2024)), Molecular
Partners, Monopar Therapeutics, Novartis AG, Orano Med, Perspective Therapeutics, Point Biopharma, Inc. (acquired by Lilly in December
2023), RadioMedix, Inc., Radiopharm Theranostics, Radionetics Oncology, Ratio Therapeutics, RayzeBio, Inc. (acquired by Bristol Myers
Squibb in February 2024), Q BioMed, Inc., Scintomics, Telix, and Y-mAbs Therapeutics, Inc. None of these or other companies that we are aware of appears to be pursuing a development program directed against
our biological target.

 Government
Regulation

 Regulatory
Compliance

 Our
research and development activities are all subject to stringent regulation, primarily by the FDA in the U.S. under the Federal Food,
Drug, and Cosmetic Act (the "FDCA") and its implementing regulations, and the Public Health Service Act ("PHSA")
and its implementing regulations, and by comparable authorities under similar laws and regulations in other countries. This includes
research and development, testing, and oversight of suppliers and contract manufacturers involved in the production of our product candidates
we are developing, as well as the design, manufacturing, safety, efficacy, handling, labeling, storage, record-keeping, advertising,
promotion and marketing. If, for any reason, we do not comply with applicable requirements, such noncompliance can result in adverse
consequences, including delays in approval of, or even the refusal to approve product licenses or other applications, the suspension
or termination of clinical investigations, the revocation of approvals previously granted, as well as fines, criminal prosecution, recall
or seizure of products, injunctions against shipping products and suspension of production and/or refusals of government contracts.

 FDA
Review Process and Product Approval

 Our
product candidates are regulated as biologics and must be approved by the FDA before they may be marketed in the U.S. This process generally
involves the following:

 completion of preclinical
 studies in accordance with the FDA's current Good Laboratory Practices ("GLP") requirements;

 submission to the FDA of
 an IND, which must become effective before human clinical trials may begin and must be updated annually;

 approval by an independent
 Institutional Review Board ("IRB") ethics committee at each clinical site before the trial is initiated;

 performance of adequate
 and well-controlled clinical trials to establish the safety, purity and potency of the proposed biologic, and its safety and efficacy
 for each indication, in accordance with good clinical practice ("GCP");

 submission to the FDA of
 a BLA for a new biologic, after completion of all pivotal clinical trials;

 a determination by the
 FDA within 60 days of its receipt of a BLA to file the application for review;

 satisfactory completion
 of an FDA pre-approval inspection of the manufacturing facilities to assess compliance with applicable current Good Manufacturing
 Practice ("cGMP") regulations;

 potential FDA audit of
 the clinical trial sites that generated the data in support of the BLA; and

 FDA review and approval
 of a BLA for a new biologic, prior to any commercial marketing or sale of the product in the U.S.

 Clinical
trials generally are conducted in three sequential phases, although they may overlap or be combined.

 Phase 1 studies are designed
 to evaluate the safety, dosage tolerance, metabolism and pharmacologic actions of the investigational product in humans, the side
 effects associated with increasing doses, and if possible, to gain early evidence on effectiveness

 Phase 2 studies are conducted
 to preliminarily or further evaluate the effectiveness of the investigational product for a particular indication(s) in patients
 with the disease or condition under study, to determine dosage tolerance and optimal dosage, and to identify possible adverse side
 effects and safety risks associated with the product

 Phase 3 clinical trials
 generally involve a large number of patients at multiple sites designed to provide the data required to demonstrate the effectiveness
 of the product for its intended use, safety and to establish the benefit-risk relationship of the product and provide an adequate
 basis for product labeling

 The
results of the preclinical and clinical testing, along with information regarding the manufacturing of the product and proposed product
labeling, are evaluated and, if determined appropriate, submitted to the FDA through a BLA. Once the BLA submission has been accepted
for filing, the FDA's standard goal is to review applications within ten months of the filing date or, if the application relates
to a drug that treats a serious condition and would provide a significant improvement in safety or effectiveness qualifying for Priority
Review, six months from the filing date. The review process is often significantly extended by FDA requests for additional information
or clarification.

 The
FDA offers certain programs, such as Breakthrough Designation ("BTD") and Fast Track designation, designed to expedite the
development and review of applications for products intended for the treatment of a serious or life-threatening disease or condition.
For BTD, preliminary clinical evidence of the product indicates that it may demonstrate substantial improvement over existing therapies
on one or more clinically significant endpoints. The FDA may initiate review of sections of a BLA before the application is complete,
and the product may be eligible for accelerated approval. However, receipt of BTD or Fast Track designation does not ensure that a product
will be developed or approved on an expedited basis, or at all.

 The
FDA reviews the BLA to determine, among other things, whether the proposed product is safe, pure and potent, which includes determining
whether it is effective for its intended use, and whether the product is being manufactured in accordance with cGMP, to assure and preserve
the product's identity, strength, quality, potency and purity. The FDA may refer an application to an advisory committee for review,
evaluation and recommendation as to whether the application should be approved, and applications for new molecular entities and original
BLAs are generally discussed at advisory committee meetings unless the FDA determines that this type of consultation is not needed under
the circumstances.

 After
the FDA evaluates the BLA and conducts inspections of manufacturing facilities, it may issue an approval letter or a complete response
letter ("CRL"). An approval letter authorizes commercial marketing of the biologic with specific prescribing information
for specific indications. A CRL indicates that the review cycle of the application is complete, but the FDA cannot grant approval. A
CRL may require additional inspections, and/or other significant, expensive and time-consuming requirements related to clinical trials,
preclinical studies or manufacturing. The FDA could approve the BLA with a Risk Evaluation and Mitigation Strategy ("REMS")
to mitigate risks, which could include medication guides, physician communication plans, or elements to assure safe use, such as restricted
distribution methods, patient registries and other risk minimization tools. The FDA also may condition approval on, among other things,
changes to proposed labeling, development of adequate controls and specifications, or a commitment to conduct one or more post-market
studies or clinical trials. Such post-market testing may include Phase 4 clinical trials and surveillance to further assess and monitor
the product's safety and effectiveness after commercialization.

 Post-Approval
Requirements

 Any
products manufactured or distributed by us or on our behalf pursuant to FDA approvals are subject to continuing regulation by the FDA
and certain state agencies, including requirements for record-keeping, reporting of adverse experiences with the biologic, submitting
biological product deviation reports to notify the FDA of unanticipated changes in distributed products, establishment registration,
compliance with cGMP standards, and certain state licensing requirements.

 Additionally,
any significant change in the approved product or in how it is manufactured, including changes in formulation or the site of manufacture,
generally require prior FDA approval. The packaging and labeling of all products developed by us are also subject to FDA approval and
ongoing regulation. Noncompliance with any regulatory requirements can result in, among other things, issuance of warning letters, civil
and criminal penalties, seizures, and injunctive action. Accordingly, manufacturers must continue to maintain compliance with cGMP and
other aspects of regulatory compliance. The commercial distribution of prescription drugs is subject to the Drug Supply Chain Security
Act ("DSCSA"), which regulates the distribution of the products at the federal level and sets certain standards for federal
or state registration and compliance of entities in the supply chain.

 The
DSCSA preempts certain previously enacted state laws and the pedigree requirements of the Prescription Drug Marketing Act ("PDMA").
Trading partners within the drug supply chain must now ensure certain product tracing requirements are met, and are required to exchange
transaction information, transaction history, and transaction statements. Product identifier information (an aspect of the product tracing
scheme) is also now required. The DSCSA requirements, development of standards, and the system for product tracing have been and will
continue to be phased in over a period of years through 2023. In addition to new legislation, FDA regulations, guidance documents, and
policies are often revised or reinterpreted by the agency in ways that may significantly affect our business and our product candidates.

 Orphan
Drug Act

 We
have received Orphan Drug designation for Iomab-B and Actimab-A for patients with AML. Under the Orphan Drug Act, FDA may grant Orphan
Drug designation to drugs intended to treat a rare disease or condition, which is generally defined as a disease or condition that affects
fewer than 200,000 individuals in the U.S. Orphan Drug designation must be requested before submitting a BLA. In the U.S., Orphan Drug
designation entitles a party to financial incentives such as opportunities for grant funding towards clinical trial costs, tax advantages,
and user-fee waivers. Orphan Drug designation does not convey any advantage in, or shorten the duration of, the regulatory review and
approval process. The first BLA applicant to receive FDA approval for a particular active ingredient to treat a particular disease with
FDA Orphan Drug designation is entitled to a seven-year exclusive marketing period in the U.S. for that product, for that indication.
During the seven-year exclusivity period, FDA may not approve any other applications to market the same drug for the same orphan indication,
except in limited circumstances, such as a showing of clinical superiority to the product with orphan exclusivity or where the manufacturer
of the approved product cannot assure sufficient quantities. As a result, there can be no assurance that our competitors will not receive
approval of drugs or biologics that have a different active ingredient for treatment of the diseases for which our products and product
candidates are targeted.

 Pediatric
Information

 Under
the Pediatric Research Equity Act ("PREA"), certain BLAs must contain data to assess the safety and efficacy of the drug
or biologic for the claimed indications in all relevant pediatric subpopulations and to support dosing and administration for each pediatric
subpopulation for which the product is safe and effective. The Food and Drug Administration Safety and Innovation Act ("FDASIA"),
amended the FDCA to require that a sponsor who is planning to submit a marketing application for a drug that includes a new active ingredient,
new indication, new dosage form, new dosing regimen or new route of administration submit an initial Pediatric Study Plan ("PSP")
within 60 days of an end of Phase 2 meeting or, if there is no such meeting, as early as practicable before the initiation of the Phase
3 or Phase 2/3 study. The initial PSP must include an outline of the pediatric study or studies that the sponsor plans to conduct or
a justification for not including such detailed information, and any request for a deferral of pediatric assessments or a full or partial
waiver. The FDA may grant deferrals for submission of pediatric data or full or partial waivers. A sponsor can submit amendments to an
initial PSP if changes to the pediatric plan need to be considered based on preclinical data collected, early phase clinical trials as
well as other clinical development programs.

 Foreign
Regulation

 In
addition to regulations in the U.S., we are subject to foreign regulations governing clinical trials and commercial sales and distribution
of our product candidates, and products being marketed outside of the U.S. We must obtain approval by the comparable regulatory authorities
of foreign countries before we can commence clinical trials or marketing of our products in those countries. The approval process varies
from country to country, and the time may be longer or shorter than required by the FDA for BLA licensure. The requirements governing
the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country. As in the U.S., we
are subject to post-approval regulatory requirements.

 Other
Regulatory Considerations

 We
are also subject to regulation under the Occupational Safety and Health Act, the Toxic Substances Control Act, the Resource Conservation
and Recovery Act, The Clean Air Act, and other current and potential future federal, state, or local regulations. Our research and development
activities involve the controlled use of hazardous materials, chemicals, biological materials and various radioactive compounds. We believe
that our procedures comply with the standards prescribed by state and federal regulations; however, the risk of injury or accidental
contamination cannot be completely eliminated. We may also be subject to healthcare regulation and enforcement by the federal government
and the states and foreign governments where we may market our products and product candidates, if approved. These laws and regulations
include, without limitation, state and federal anti-kickback, fraud and abuse, false claims, data privacy and security, aggregate spend
reporting, and product price advertising.

 The
federal Anti-Kickback Statute, which prohibits, among other things, persons and entities including pharmaceutical manufacturers from
knowingly and willfully soliciting, receiving, offering or paying remuneration, directly or indirectly, overtly or covertly, in case
or in kind, to induce or reward, or in return for, or either the referral of an individual for, or the purchase, lease or order or recommendation
of an item or service reimbursable, in whole or in part, under a federal healthcare program, such as the Medicare and Medicaid programs.
The failure to meet all of the requirements of a particular applicable statutory exception or regulatory safe harbor does not make the
conduct per se illegal under the federal Anti-Kickback Statute. Instead, the legality of the arrangement will be evaluated on a case-by-case
basis based on a cumulative review of all of its facts and circumstances.

 In
addition, Patient Protection and Affordable Care Act of 2010, as amended ("ACA") codified as law that a claim including items
or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the
federal civil False Claims Act ("FCA"). The FCA prohibits individuals or entities from, among other things, knowingly presenting
or causing the presentation of a claims for payment to, or approval by, the federal government that are false, fictitious or fraudulent,
or knowingly making, using or causing to be made or used, a false record or statement material to a false or fraudulent claim to avoid,
decrease or conceal an obligation to pay money to the federal government. Our activities relating to the reporting of wholesaler or estimated
retail prices for products we may commercialize in the future, the reporting of prices used to calculate Medicaid rebate information
and other information affecting federal, state and third-party reimbursement for products we may commercialize in the future, and the
sale and marketing of products we may commercialize in the future, will be subject to scrutiny under the FCA. State statutes and regulations
equivalent or substantially similar to the federal laws may extend to items and services reimbursed by commercial insurers and/or by
patients directly. State law equivalents to the Anti-Kickback Statute and False Claims Act may not have adopted exceptions and safe harbors
available at the federal level and therefore, may implicate a broader range of activities.

 The
Federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA") imposes criminal and civil liability for knowingly
and willfully executing, or attempting to execute, a scheme to defraud or obtain, by any means of false or fraudulent pretenses, representations
or promises, any money or property owned by, or under the control or custody of, any healthcare benefit program, including private third-party
payors, and knowingly and willfully falsifying, concealing or covering up by trick, scheme or device, a material fact or making any materially
false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. The
federal physician payment transparency requirements, sometimes referred to as the "Physician Payments Sunshine Act," created
under the ACA, and its implementing regulations, which requires applicable manufacturers of covered drugs, devices, biologics and medical
supplies for which payment is available under Medicare, Medicaid or the State Children's Health Insurance Program (with certain
exceptions) to annually report to the Department of Health and Human Services ("HHS"), information related to certain payments
or other transfers of value made or distributed to physicians and teaching hospitals, or to entities or individuals at the request of,
or designated on behalf of, the physicians and teaching hospitals, as well as ownership and investment interests held by physicians and
their immediate family members. Under recent legislation, the Sunshine Act will extend to payments and transfers of value to physician
assistants, nurse practitioners, and other mid-level healthcare providers. The Centers for Medicare and Medicaid Services ("CMS")
has the potential to impose penalties for violations of the Sunshine Act, depending on the circumstances, and payments reported under
the Sunshine Act also have the potential to draw scrutiny on payments to and relationships with physicians and teaching hospitals, which
may have implications under the Anti-Kickback Statute and other healthcare laws.

 We
may also be subject to data privacy and security regulation by both the federal government and the state governments in which we conduct
our business. HIPAA, as amended by the Health Information Technology and Clinical Health Act of 2009 ("HITECH") and their
respective implementing regulations, imposes, among other things, obligations, including mandatory contractual terms with respect to
safeguarding the privacy, security and transmission of individually identifiable health information held by certain healthcare providers,
health plans and healthcare clearinghouses, known as covered entities, and business associates. The HHS Office of Civil Rights ("OCR")
has increased its focus on compliance and continues to train state attorneys general for enforcement purposes. Even where HIPAA does
not apply, according to the U.S. Federal Trade Commission ("FTC"), failing to take appropriate steps to keep consumers'
personal information secure constitutes unfair acts or practices in or affecting commerce in violation of Section 5(a) of the Federal
Trade Commission Act ("FTCA"), 15 U.S. Code §45(a). Medical data is considered sensitive data that merits stronger safeguards.
There are numerous other laws and legislative and regulatory initiatives at the federal and state levels addressing privacy and security
concerns, and some state privacy laws apply in broader circumstances than HIPAA.

 We
are subject to the U.S. Foreign Corrupt Practices Act ("FCPA"), which prohibits corporations and individuals from engaging
in certain activities to obtain or retain business or to influence a person working in an official capacity. Our present and future business
has been and will continue to be subject to various other laws and regulations.

 Human
Capital

 As
of March 28, 2025, we had 37 full-time employees, 22 of whom have Ph. D. or M.D. degrees and 22 of whom are engaged in research and development
and clinical development activities. We believe that we have been successful to date in attracting skilled and experienced personnel
despite the competitive hiring marketing in the industry. Our employees are not covered by a collective bargaining agreement, and we
believe that our relationship with our employees is excellent. We continue to engage external consultants on an as-needed basis to temporarily
supplement existing staff.

 Corporate
Information

 We
were incorporated under the laws of the State of Delaware in 2013. Our principal executive offices are located at 100 Park Avenue, New
York, NY 10017, and our telephone number is (646) 677-3870. Our website address is www.actiniumpharma.com. The information contained
on our website or that can be accessed through our website is not considered part of this report.

 We
make available free of charge through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, and any such amendments to those reports as soon as reasonably practicable after we electronically file such material with
or furnish such material to the Securities and Exchange Commission ("SEC"). The SEC maintains a website at
that contains reports, proxy and information statements and other information regarding companies that file electronically with the SEC.

 ITEM
1A. RISK FACTORS

 In
analyzing our company, you should consider carefully the following risk factors, together with all of the other information included
in this Annual Report on Form 10-K. Factors that could cause or contribute to differences in our actual results include those discussed
in the following subsection, as well as those discussed below in "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and elsewhere throughout this Annual Report on Form 10-K. The following are material factors that
make an investment in our company speculative or risky. The risks and uncertainties described below are not the only ones we face. Additional
risks not currently known to us or other factors not perceived by us to present significant risks to our business at this time also may
impair our business operations.

 Summary
of Risk Factors

 We
are providing the following summary of the risk factors contained in this Annual Report on Form 10-K to enhance the readability and accessibility
of our risk factor disclosures. We encourage you to carefully review the full risk factors contained in this Annual Report on Form 10-K
in their entirety for additional information regarding the material factors that make an investment in our securities speculative or
risky. These risks and uncertainties include, but are not limited to, the following:

 We are a clinical-stage
 company and have generated no revenue from commercial sales to date;

 We have incurred net losses
 in every year since our inception and anticipate that we will continue to incur net losses in the future;

 If we fail to obtain additional
 financing, we will be unable to continue or complete our product development or product commercialization and you will likely lose
 your entire investment;

 We
 are highly dependent on the clinical, regulatory and commercial success of Iomab-B, Actimab-A, Iomab-ACT and other pipeline candidates
 which we may never achieve;

 We continuously evaluate
 our business strategy and may modify our strategy as necessary to respond to developments in our business and other factors, and
 any such modification, if not successful, could have a material adverse effect on our business, financial condition, and results
 of operations;

 Our business could be adversely
 affected by the effects of future health epidemics;

 Our business is subject
 to cybersecurity risk;

 We have not demonstrated
 that any of our products are safe and effective for any indication and will continue to expend substantial time and resources on
 clinical development before any of our current or future product candidates will be eligible for FDA approval, if ever;

 Our clinical trials may
 fail to demonstrate adequately the efficacy and safety of our product candidates, which would prevent or delay regulatory approval
 and commercialization;

 Preliminary, Interim, and
 "top-line" data from our clinical trials that we announce or publish from time to time may change as more patient data
 become available and are subject to audit and verification procedures that could result in material changes in the final data.;

 Healthcare legislative reform measures intended to increase
pressure to reduce prices of pharmaceutical products paid for by Medicare or, otherwise, affect the federal regulation of the U.S. healthcare
system could have a material adverse effect our business, future revenue, if any, and results of operations;

 Changes
in the healthcare industry and in healthcare spending could adversely affect our grant funded clinical programs, business, financial
condition and results of operations

 We may rely on third parties
 to conduct certain aspects of our clinical trials. If these third parties do not successfully carry out their contractual duties
 or meet expected deadlines or comply with regulatory requirements, we may not be able to obtain regulatory approval for or commercialize
 our product candidates;

 We currently depend on
 single third-party manufacturers to produce our pre-clinical and clinical trial drug supplies. Any disruption in the operations of
 our current third-party manufacturers, or other third-party manufacturers we may engage in the future, could adversely affect our
 business and results of operations;

 Our product candidates
 may cause undesirable side effects or have other properties that could halt their clinical development, prevent their regulatory
 approval, limit their commercial potential, or result in significant negative consequences;

 Our patent position is
 highly uncertain and involves complex legal and factual questions.

 The use of hazardous materials,
 including radioactive and biological materials, in our research and development efforts imposes certain compliance costs on us and
 may subject us to liability for claims arising from the use or misuse of these materials;

 We are highly dependent
 on our key personnel, and the demand for talent in the biotechnology industry is highly competitive; if we are not successful
 in attracting and retaining highly qualified personnel, we may not be able to successfully implement or execute our business strategy;

 Certain provisions of our
 Certificate of Incorporation and Bylaws and Delaware law make it more difficult for a third party to acquire us and make a takeover
 more difficult to complete, even if such a transaction were in our stockholders' interest; and

 Our ability to utilize
 our net operating loss carryforwards and certain other tax attributes may be limited.

 Risks
Related to Our Business

 We
are a clinical-stage company and have generated no revenue from commercial sales to date.

 We
are a clinical-stage biopharmaceutical company with a limited operating history. We have no products approved for commercial sale and
have not generated any revenue from product sales to date. We will encounter risks and difficulties frequently experienced by early-stage
companies in rapidly evolving fields. If we do not address these risks successfully, our business will suffer.

 We
have incurred net losses in every year since our inception and anticipate that we will continue to incur net losses in the future.

 We
are not profitable and have incurred losses in each period since our inception. As of December 31, 2024 and December 31, 2023, we had
an accumulated deficit of $375.8 million and $337.6 million, respectively. We reported a net loss of $38.2 million and $48.8 million
for the years ended December 31, 2024 and 2023, respectively. We expect to continue to operate at a net loss as we continue our research
and development efforts, continue to conduct clinical trials and develop manufacturing, sales, marketing and distribution capabilities.
There can be no assurance that the products under development by us will be approved for sale in the United States or elsewhere. Furthermore,
there can be no assurance that if such products are approved, they will be successfully commercialized, which would have an adverse effect
on our business prospects, financial condition and results of operation.

 If
we fail to obtain additional financing, we will be unable to continue or complete our product development and you will likely lose your
entire investment.

 As
of the date of filing this report, we expect that our existing resources will be sufficient to fund our planned operations for more than
12 months following the date of this report.

 Our
business or operations may change in a manner that would consume available funds more rapidly than anticipated and substantial additional
funding may be required to maintain operations, fund expansion, develop new or enhanced products, acquire complementary products, business
or technologies or otherwise respond to competitive pressures and opportunities, such as a change in the regulatory environment or a
change in preferred cancer treatment modalities. However, we may not be able to secure funding when we need it or on favorable terms
or indeed on any terms. In addition, from time to time, we may not be able to secure enough capital in a timely enough manner which may
cause the generation of a going-concern opinion from our auditors which can and may impair our stock market valuation and also our ability
to finance on favorable terms or indeed on any terms.

 To
raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable
for our common stock. We cannot assure you that we will be able to sell shares or other securities in any other offering at a price per
share that is equal to or greater than the price per share paid by investors, and investors purchasing shares or other securities in
the future could have rights superior to existing stockholders.

 If
we cannot raise adequate funds to satisfy our capital requirements, we will have to delay, scale back or eliminate our research and development
activities, clinical studies, or future operations. We may also be required to obtain funds through arrangements with collaborators,
which arrangements may require us to relinquish rights to certain technologies or products that we otherwise would not consider relinquishing,
including rights to future product candidates or certain major geographic markets. We may further have to license our technology to others.
This could result in sharing revenues which we might otherwise have retained for ourselves. Any of these actions may harm our business,
financial condition, and results of operations.

 The
amount of funding we will need depends on many factors, including the progress, timing and scope of our product development programs;
the progress, timing and scope of our preclinical studies and clinical trials; the time and cost necessary to obtain regulatory approvals;
the time and cost necessary to further develop manufacturing processes and arrange for contract manufacturing; our ability to enter into
and maintain collaborative, licensing and other commercial relationships; and our partners' commitment of time and resources to
the development and commercialization of our products.

 We
have limited access to the capital markets and even if we can raise additional funding, we may be required to do so on unfavorable terms.

 We
have limited access to the capital markets to raise funds. The capital markets have been unpredictable in the recent past for development
stage radiopharmaceutical and other biotechnology companies and unprofitable companies such as ours. In addition, it is generally difficult
for development-stage companies to raise capital under current market conditions. The amount of capital that a company such as ours is
able to raise often depends on variables that are beyond our control. As a result, we may not be able to secure financing on terms attractive
to us, or at all. If we are able to consummate a financing arrangement, the amount raised may not be sufficient to meet our future needs.
If adequate funds are not available on acceptable terms, or at all, our business, including our technology licenses, results of operations,
financial condition and our continued viability will be materially adversely affected.

 We
are highly dependent on the clinical, regulatory and commercial success of Actimab-A, Iomab-ACT and other pipeline candidates
which we may never achieve

 None
of the drug candidates we are developing, or have developed, have received regulatory approval. Based on the current status of our pipeline
candidates, it will likely take several years or additional clinical studies before we can seek approval for any drug candidate.

 Our Actimab-A drug candidate
was studied in a Phase 2 clinical trial as a monotherapy and we are now studying it in combination with other therapies. We have aligned
with the FDA on an operationally seamless Phase 2/3 trial that is intended to support a BLA filing. There can be no assurance that the
Phase 2 portion of the trial will be successful and support advancing to the Phase 3 portion of the trial. In addition, our Iomab-ACT
drug candidate has only been studied in a limited number of human subjects in a Phase 1 trial with a novel CAR-T therapy. While the initial
results from this trial were encouraging, there can be no assurance that future results with Iomab-ACT from the commercial CAR-T trial
at UTSW or sickle cell conditioning trial at Columbia will be positive.

 As
for Iomab-B in particular, as previously disclosed, we completed the pivotal Phase 3 SIERRA trial (Study of Iomab-B in Elderly Relapsed
or Refractory AML) and presented the trial results in February 2023, which were expected to support a BLA filing. The SIERRA trial met
the primary endpoint of dCR with statistical significance (p-value<0.0001) but did not meet the secondary endpoint in achieving a
statistically significant improvement in overall survival in the intent to treat population. On August 5, 2024, we announced that the
FDA determined that the SIERRA trial alone is not adequate to support a BLA filing and is requiring an additional randomized head-to-head
clinical trial to demonstrate an overall survival benefit in an intent to treat population. Further, the FDA is also requiring an additional
dose optimization trial to calculate the dose of Iomab-B based on absorbed dose by the bone marrow, rather than the maximum tolerable
dose of 24 Gy of radiation to the liver as was done in the SIERRA trial based on several interactions with the FDA prior to the start
of the SIERRA trial. Based on this revised approach now required by the FDA, the safety and efficacy data generated from all Iomab-B
studies, including the SIERRA trial, are inadequate to seek regulatory approval for Iomab-B, as dosing based on maximum tolerable dose
of 24 Gy to the liver will lead to variable doses to the bone marrow (the target organ), result in underdosing or overdosing of patients
and translate to a global patient safety risk. We are seeking a strategic partner for the U.S. in order to conduct the additional studies
required by the FDA; however, we may not be successful in our efforts to find such a partner, or the trials and studies may not be successful.
Further, there are no assurances that we can satisfy all of the FDA's requests, and there could be additional regulatory hurdles
that may result in either non-acceptance or non-approval of a future BLA filing. The U.S. commercial opportunity for Iomab-B may thus
never be realized.

 As previously disclosed and noted above, Actinium has licensed to Immedica
the exclusive product rights for commercialization of Iomab-B in the EUMENA region. We are evaluating the impact of the FDA's 2024
determination of the SIERRA trial results in the context of global regulatory submissions for Iomab-B. At this time, filings for regulatory
approval, obtaining regulatory approvals, and successful commercialization of Iomab-B in the EUMENA region and on a global basis are highly
uncertain and may never be realized.

 We
may be unable to establish sales, marketing and commercial supply capabilities.

 We
do not currently have, nor have we ever had, commercial sales and marketing capabilities. If any of our product candidates ultimately
become approved and we do not secure a commercial partner, we would have to build and establish these capabilities in order to commercialize
our approved product candidates. The process of establishing commercial capabilities will be expensive and time consuming. Even if we
are successful in building sales and marketing capabilities, we may not be successful in commercializing any of our product candidates.
Any delays in commercialization or failure to successfully commercialize any product candidate may have material adverse impacts on our
business and ability to continue operations.

 Our
business could be adversely affected by the effects of future health epidemics.

 Our
business could be adversely impacted by the effects of future pandemics, epidemics or infectious disease outbreaks. The full impact of
such an event cannot be predicted at this time, and could depend on numerous factors, including vaccination rates among the population
and the response by governmental bodies and regulators. Given the ongoing and dynamic nature of the circumstances, it is difficult to
predict the impact of a future pandemic on our business.

 A
future pandemic could adversely affect our clinical trial operations, including our ability to conduct the trials on the expected timelines
and recruit and retain patients and principal investigators and site staff who, as healthcare providers, may have heightened exposure
to a future pandemic if their geography is impacted by the pandemic. Further, future pandemics could result in delays in our clinical
trials due to prioritization of hospital resources toward the pandemic, restrictions in travel, potential unwillingness of patients to
enroll in trials, or the inability of patients to comply with clinical trial protocols if quarantines or travel restrictions are implemented
that impede patient movement or interrupt healthcare services. In addition, we rely on independent clinical investigators, contract research
organizations and other third-party service providers to assist us in managing, monitoring and otherwise carrying out our preclinical
studies and clinical trials, and a future pandemic may affect their ability to devote sufficient time and resources to our programs or
to travel to sites to perform work for us, which may result in delays or hinder our ability to collect data from our clinical trials.

 Additionally,
a future pandemic may result in delays in receiving approvals from local and foreign regulatory authorities, delays in necessary interactions
with IRB's or Institutional Review Boards, local and foreign regulators, ethics committees and other important agencies and contractors
due to limitations in employee resources or forced furlough of government employees.

 Our
business is subject to cybersecurity risks.

 Our
operations are increasingly dependent on information technologies and services. Threats to information technology systems associated
with cybersecurity risks and cyber incidents or attacks continue to grow, and include, among other things, storms and natural disasters,
terrorist attacks, utility outages, theft, viruses, phishing, malware, design defects, human error, and complications encountered as
existing systems are maintained, repaired, replaced, or upgraded. Risks associated with these threats include, among other things:

 theft or misappropriation
 of funds;

 loss, corruption, or misappropriation
 of intellectual property, or other proprietary, confidential or personally identifiable information (including supplier, clinical
 data or employee data);

 disruption or impairment
 of our and our business operations and safety procedures;

 damage to our reputation
 with our potential partners, patients and the market;

 exposure to litigation;

 increased costs to prevent,
 respond to or mitigate cybersecurity events.

 Although
we utilize various procedures and controls to mitigate our exposure to such risk, cybersecurity attacks and other cyber events are evolving
and unpredictable. Moreover, we have no control over the information technology systems of third parties conducting our clinical trials,
our suppliers, and others with which our systems may connect and communicate. As a result, the occurrence of a cyber incident could go
unnoticed for a period time.

 We
have cybersecurity insurance coverage in the event we become subject to various cybersecurity attacks, however, we cannot ensure that
it will be sufficient to cover any particular losses we may experience as a result of such cyberattacks. Any cyber incident could have
a material adverse effect on our business, financial condition and results of operations.

 Risks
Related to Regulation

 The
FDA, EMA or comparable foreign regulatory authorities may disagree with our regulatory plans and we may fail to obtain regulatory approval
of our product candidates.

 Our
products are subject to rigorous regulation by the FDA, EMA and numerous other federal, state and foreign governmental authorities. The
process of seeking regulatory approval to market an antibody radiation-conjugate product is expensive and time-consuming, and, notwithstanding
the effort and expense incurred, approval is never guaranteed. If we are not successful in obtaining timely approval of our products
from the regulators, we may never be able to generate significant revenue and may be forced to cease operations. In particular, the FDA
permits commercial distribution of a new antibody radiation-conjugate product only after a BLA for the product has received FDA approval.
The BLA process is costly, lengthy and inherently uncertain. Any BLA filed by us will have to be supported by extensive data, including,
but not limited to, technical, preclinical, clinical trial, chemistry, manufacturing and controls and labeling data, to demonstrate to
the FDA's satisfaction the safety and efficacy of the product for its intended use. The lengthy approval process as well as the
unpredictability of future clinical trial results may result in our failing to obtain regulatory approval to market our product candidates,
which would significantly harm our business, results of operations and prospects. In addition, even if we were to obtain approval, regulatory
authorities may approve any of our product candidates for fewer or more limited indications than we request, may not obtain the price
we intend to charge for our products, may grant approval contingent on the performance of costly post-marketing clinical trials, or may
approve a product candidate with a label that does not include the labeling claims necessary or desirable for the successful commercialization
of that product candidate. Any of the foregoing scenarios could materially harm the commercial prospects for our product candidates.

 For instance, as for Iomab-B, despite the Phase SIERRA 3 trial meeting
the primary endpoint of durable Complete Remission (dCR) with statistical significance (p-value<0.0001), the FDA has determined that
demonstrating an overall survival benefit in a randomized head-to-head trial is required for a BLA filing. In addition, the FDA is also
requiring that an additional dose optimization trial demonstrating safety and efficacy be completed to calculate the dose of Iomab-B based
on absorbed dose by the bone marrow, rather than the maximum tolerable dose of 24 Gy of radiation to the liver as was done in the SIERRA
trial based on several interactions we had with the FDA before starting the SIERRA trial. The head-to-head Phase 3 trial will evaluate
allogeneic bone marrow transplant (BMT) using Iomab-B plus a reduced intensity conditioning regimen of fludarabine and total body irradiation
(Flu/TBI) versus allogeneic BMT using reduced intensity conditioning comprised of cyclophosphamide plus Flu/TBI. This is different from
the SIERRA trial, which allowed physician's choice of salvage therapies and heterogenous conditioning regimens in the control arm.
However, there are no assurances that the additional trials will be successful or that we can satisfy all of the FDA's requests.
There could also be additional regulatory hurdles that may result in either non-acceptance or non-approval of a future BLA filing.

 As previously disclosed and noted above, Actinium has licensed to Immedica
the exclusive product rights for commercialization of Iomab-B in the EUMENA region. We are evaluating the impact of the FDA's 2024
determination of the SIERRA trials results referred to above in the context of global regulatory submission for Iomab-B. At this time,
filings for regulatory approval, obtaining regulatory approvals, and successful commercialization of Iomab-B in the EUMENA region and
on a global basis are highly uncertain and may never be realized.

 We
are also evaluating Iomab-ACT, which uses a lower dose I-131 for conditioning prior to cellular therapies such as CAR-T and gene therapies.
We are currently studying Iomab-ACT in three clinical trials including two investigator sponsored studies.

 Our Actimab-A (lintuzumab-Ac-225)
product candidate has also been studied in several Phase 1 and 2 trials under our sponsorship and investigator-initiated trials in patients
with r/r AML and we plan to continue to study Actimab-A in clinical trials. Actimab-A is also being developed under a cooperative research
and development agreement (CRADA) with the National Cancer Institute (NCI) and we expect clinical trials to be initiated that will study
Actimab-A as a single agent or in combination with other therapies. Product candidates utilizing the lintuzumab antibody would require
BLA approval before they can be marketed in the United States. We are in the early stages of evaluating other product candidates consisting
of conjugates of Ac-225 with human or humanized antibodies for pre-clinical and clinical development in other types of cancer. The FDA
may not approve these products for the indications that are necessary or desirable for successful commercialization. The FDA may fail
to approve any BLA we submit for new product candidates or for new intended uses or indications for approved products or future product
candidates. Failure to obtain FDA approval for our products in the proposed indications would have a material adverse effect on our business
prospects, financial condition and results of operations.

 The
approval process in the United States and in other countries could result in unexpected and significant costs for us and consume management's
time and other resources. The FDA, EMA and other foreign regulatory agencies could ask us to supplement our submissions, collect non-clinical
data, conduct additional clinical trials or engage in other time-consuming actions, or it could simply deny our applications. In addition,
even if we obtain approval to market our products in the United States or in other countries, the approval could be revoked, or other
restrictions imposed if post-market data demonstrates safety issues or lack of effectiveness. We cannot predict with certainty how, or
when, the FDA, EMA or other regulatory authorities will act. If we are unable to obtain the necessary regulatory approvals, our financial
condition and cash flow may be materially adversely affected, and our ability to grow domestically and internationally may be limited.
Additionally, even if we obtain approval, regulatory authorities may approve any of our product candidates for fewer or more limited
indications that we request. The Company's products may not be approved for the specific indications that are most necessary or
desirable for successful commercialization or profitability.

 We
have not demonstrated that any of our products are safe and effective for any indication and will continue to expend substantial time
and resources on clinical development before any of our current or future product candidates will be eligible for FDA approval, if ever.

 We
expect that a substantial portion of our efforts and expenditures over the next few years will be devoted to development of our existing
and contemplated biological product candidates. Accordingly, our business currently depends heavily on the successful development, FDA
approval, and commercialization of such candidates, which may never receive FDA approval or be successfully commercialized even if FDA
approval is received. The research, testing, manufacturing, labeling, approval, sale, marketing, and distribution of our biological product
candidates are, and will remain, subject to extensive regulation by the FDA and other regulatory authorities in the United States and
other countries, as applicable. We are currently not permitted to market any of our current or future product candidates in the United
States until we receive FDA approval (of each) via the BLA process. To date, we have three product candidates in clinical development
and have not-yet submitted a BLA for any of our candidates and, for many such candidates, do not expect to be in a position to do so
for the foreseeable future, as there are numerous developmental steps that must be completed before we can prepare and submit a BLA.

 In
the United States, the FDA regulates pharmaceutical and biological product candidates under the FDCA and the Public Health Service Act
("PHSA"), as well as their respective implementing regulations. Such products and product candidates are also subject to
other federal, state, and local statutes and regulations. The process of obtaining regulatory approvals and the subsequent compliance
with appropriate federal, state, local, and foreign statutes and regulations requires the expenditure of substantial time and financial
resources. The process required by the FDA before a drug or biological product may be marketed in the United States generally involves
the following:

 completion of preclinical
 laboratory tests and animal studies in accordance with FDA's good laboratory practices ("GLPs") and applicable
 requirements for the humane use of laboratory animals or other applicable regulations;

 submission to the FDA of
 an Investigational New Drug ("IND"), which must become effective before human clinical trials in the United States may
 begin;

 performance of adequate
 and well-controlled human clinical trials in accordance with FDA's IND regulations, good clinical practices ("GCPs"),
 and any additional requirements for the protection of human research subjects and their health information, to establish the safety
 and efficacy of the proposed biological product for its intended use;

 submission to the FDA of
 a BLA for marketing approval that meets applicable requirements to ensure the continued safety, purity, and potency of the product
 that is the subject of the BLA based on results of preclinical testing and clinical trials;

 satisfactory completion
 of an FDA inspection of the manufacturing facility or facilities where the biological product is produced, to assess compliance with
 current good manufacturing practices ("cGMPs") and assure that the facilities, methods and controls are adequate to preserve
 the biological product's identity, strength, quality and purity;

 potential FDA audit of
 the nonclinical study and clinical trial sites that generated the data in support of the BLA; and

 FDA review and approval,
 or denial, of the BLA.

 Before
testing any biological product candidate in humans, the product candidate enters the preclinical testing stage. Preclinical tests include
laboratory evaluations of product chemistry, toxicity and formulation, as well as animal studies to assess the potential safety and activity
of the product candidate. The conduct of the preclinical tests must comply with federal regulations and requirements including GLPs.
The clinical trial sponsor must submit the results of the preclinical tests, together with manufacturing information, analytical data,
any available clinical data or literature and a proposed clinical protocol, to the FDA as part of the IND. Some preclinical testing may
continue even after the IND is submitted. The IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA raises
concerns or questions regarding the proposed clinical trials and places the trial on a clinical hold within that 30-day time period.
In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin. The FDA may also
impose clinical holds on a biological product candidate at any time before or during clinical trials due to safety concerns or non-compliance.
If the FDA imposes a clinical hold, trials may not recommence without FDA authorization and then only under terms authorized by the FDA.
Accordingly, we cannot be sure that submission of an IND will result in the FDA allowing clinical trials to begin or that, for those
that have already commenced under an active IND, that issues will not arise that suspend or terminate such trials.

 Clinical trials
involve the administration of the biological product candidate to healthy volunteers or patients under the supervision of qualified investigators,
generally physicians not employed by or under the trial sponsor's control. Clinical trials are conducted under protocols detailing,
among other things, the objectives of the clinical trial, dosing procedures, subject selection and exclusion criteria, and the parameters
to be used to monitor subject safety, including stopping rules that assure a clinical trial will be stopped if certain adverse events
should occur. Each protocol and any amendments to the protocol must be submitted to the FDA as part of the IND. Clinical trials must
be conducted and monitored in accordance with the FDA's regulations composing the GCP requirements, including the requirement that
all research subjects provide informed consent. Further, each clinical trial must be reviewed and approved by an independent institutional
review board, or IRB, at or servicing each institution at which the clinical trial will be conducted. An IRB is charged with protecting
the welfare and rights of trial participants and considers such items as whether the risks to individuals participating in the clinical
trials are minimized and are reasonable in relation to anticipated benefits. The IRB also approves the form and content of the informed
consent that must be signed by each clinical trial subject or his or her legal representative and must monitor the clinical trial until
completed. Human clinical trials are typically conducted in three sequential phases that may overlap or be combined:

 Phase 1. The biological
 product is initially introduced into healthy human subjects and tested for safety. In the case of some products for severe or life-threatening
 diseases, especially when the product may be too inherently toxic to ethically administer to healthy volunteers, the initial human
 testing is often conducted in subjects.

 Phase 2. The biological
 product is evaluated in a limited patient population to identify possible adverse effects and safety risks, to preliminarily evaluate
 the efficacy of the product for specific targeted diseases and to determine dosage tolerance, optimal dosage and dosing schedule.

 Phase 3. Clinical trials
 are undertaken to further evaluate dosage, clinical efficacy, potency, and safety in an expanded patient population at geographically
 dispersed clinical trial sites. These clinical trials are intended to establish the overall risk to benefit ratio of the product
 and provide an adequate basis for product labeling.

 Post-approval
clinical trials, sometimes referred to as Phase 4 clinical trials, may be conducted after initial marketing approval. These clinical
trials are used to gain additional experience from the treatment of patients in the intended therapeutic indication, particularly for
long-term safety follow-up.

 After
the completion of clinical trials of a biological product, FDA approval of a BLA must be obtained before commercial marketing of the
biological product. The BLA must include results of product development, laboratory and animal studies, human trials, information on
the manufacture and composition of the product, proposed labeling and other relevant information. The FDA may grant deferrals for submission
of data, or full or partial waivers. The testing and approval processes require substantial time and effort and there can be no assurance
that the FDA will accept the BLA for filing and, even if filed, that any approval will be granted on a timely basis, if at all. Before
approving a BLA, the FDA will inspect the facilities at which the product is manufactured. The FDA will not approve the product unless
it determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent
production of the product within required specifications. Additionally, before approving a BLA, the FDA will typically inspect one or
more clinical sites to assure that the clinical trials were conducted in compliance with IND trial requirements and GCP requirements.
To assure cGMP and GCP compliance, an applicant must incur significant expenditure of time, money and effort in the areas of training,
record keeping, production, and quality control.

 Notwithstanding
the submission of relevant data and information, the FDA may ultimately decide that the BLA does not satisfy its regulatory criteria
for approval and deny approval. Data obtained from clinical trials are not always conclusive and the FDA may interpret data differently
than we interpret the same data. We cannot predict with any certainty if or when we might submit a BLA for regulatory approval for our
product candidates or whether any such BLA will be approved by the FDA. Human clinical trials are very expensive and difficult to design
and implement, in part because they are subject to rigorous regulatory requirements. For example, the FDA may not agree with our proposed
endpoints for any clinical trial we propose, which may delay the commencement of our clinical trials. The clinical trial process is also
lengthy and requires substantial time and effort.

 We
expect that the clinical trials we need to conduct to be in a position to submit BLAs for our product candidates currently in-development
will take, at least, several years to complete. Moreover, failure can occur at any stage of the trials, and we could encounter problems
that cause us to abandon or repeat clinical trials. Also, the results of early preclinical and clinical testing may not be predictive
of the results of subsequent clinical trials. A number of companies in the biopharmaceutical industry have suffered significant setbacks
in advanced clinical trials due to lack of efficacy or adverse safety profiles, notwithstanding promising results in earlier studies,
and preclinical and clinical data are often susceptible to multiple interpretations and analyses. Many companies that have believed their
product candidates performed satisfactorily in preclinical studies and clinical trials have, nonetheless, failed to obtain marketing
approval of their products. Success in preclinical testing and early clinical trials does not ensure that later clinical trials, which
involve many more subjects, and the results of later clinical trials may not replicate the results of prior clinical trials and preclinical
testing. Any failure or substantial delay in our product development plans may have a material adverse effect on our business.

 We
may encounter substantial delays in our clinical trials or may not be able to conduct our trials on the timelines we expect.

 We
cannot predict whether we will encounter problems with any of our ongoing or planned clinical trials that will cause us or regulatory
authorities to delay, suspend, or discontinue clinical trials or to delay the analysis of data from ongoing clinical trials. Any of the
following could delay or disrupt the clinical development of our product candidates and potentially cause our product candidates to fail
to receive regulatory approval:

 conditions imposed on us
 by the FDA or comparable foreign authorities regarding the scope or design of our clinical trials;

 delays in receiving, or
 the inability to obtain, required approvals from IRBs or other reviewing entities at clinical sites selected for participation in
 our clinical trials;

 delays in enrolling patients
 into clinical trials;

 a lower than anticipated
 retention rate of patients in clinical trials;

 the need to repeat or discontinue
 clinical trials as a result of inconclusive or negative results or unforeseen complications in testing or because the results of
 later trials may not confirm positive results from earlier preclinical studies or clinical trials;

 inadequate supply, delays
 in distribution, deficient quality of, or inability to purchase or manufacture drug product, comparator drugs or other materials
 necessary to conduct our clinical trials;

 unfavorable FDA or other
 foreign regulatory inspection and review of a clinical trial site or records of any clinical or preclinical investigation;

 serious and unexpected
 drug-related side effects experienced by participants in our clinical trials, which may occur even if they were not observed in earlier
 trials or only observed in a limited number of participants;

 a finding that the trial
 participants are being exposed to unacceptable health risks;

 the placement by the FDA
 or a foreign regulatory authority of a clinical hold on a trial; or

 delays in obtaining regulatory
 agency authorization for the conduct of our clinical trials.

 We
may suspend, or the FDA or other applicable regulatory authorities may require us to suspend, clinical trials of a product candidate
at any time if we or they believe the patients participating in such clinical trials, or in independent third-party clinical trials for
drugs based on similar technologies, are being exposed to unacceptable health risks including but not limited to unacceptable or suboptimal
factors related to toxicity, clinical efficacy, imbalances in safety and efficacy profiles or for other reasons.

 Further, individuals
involved with our clinical trials may serve as consultants to us from time to time and receive stock options or cash compensation in
connection with such services. If these relationships and any related compensation to the clinical investigator carrying out the study
result in perceived or actual conflicts of interest, or the FDA concludes that the financial relationship may have affected interpretation
of the study, the integrity of the data generated at the applicable clinical trial site may be questioned and the utility of the clinical
trial itself may be jeopardized. The delay, suspension or discontinuation of any of our clinical trials, or a delay in the analysis of
clinical data for our product candidates, for any of the foregoing reasons, could adversely affect our efforts to obtain regulatory approval
for and to commercialize our product candidates, increase our operating expenses and have a material adverse effect on our financial
results.

 Clinical
trials may also be delayed or terminated as a result of ambiguous or negative interim results. In addition, a clinical trial may be suspended
or terminated by us, the FDA, the IRBs at the sites where the IRBs are overseeing a trial, or a data safety monitoring board, or DSMB
(Data Safety Monitoring Board)/DMC (Data Monitoring Committee), overseeing the clinical trial at issue, or other regulatory authorities
due to a number of factors, including:

 failure to conduct the
 clinical trial in accordance with regulatory requirements or our clinical protocols;

 inspection of the clinical
 trial operations or trial sites by the FDA or other regulatory authorities resulting in the imposition of a clinical hold;

 varying interpretation
 of data by the FDA or similar foreign regulatory authorities;

 failure to achieve primary
 or secondary endpoints or other failure to demonstrate efficacy;

 unforeseen safety issues;
 or

 lack of adequate funding
 to continue the clinical trial.

 Modifications
to our product candidates may require federal approvals.

 The
BLA application is the vehicle through which the company may formally propose that the FDA approve a new pharmaceutical for sale and
marketing in the United States. Once a particular product candidate receives FDA approval, expanded uses or uses in new indications of
our products may require additional human clinical trials and new regulatory approvals, including additional IND and BLA submissions
and premarket approvals before we can begin clinical development, and/or prior to marketing and sales. If the FDA requires new approvals
for a particular use or indication, we may be required to conduct additional clinical studies, which would require additional expenditures
and harm our operating results. If the products are already being used for these new indications, we may also be subject to significant
enforcement actions.

 Conducting
clinical trials and obtaining approvals is a time-consuming process, and delays in obtaining required future approvals could adversely
affect our ability to introduce new or enhanced products in a timely manner, which in turn would have an adverse effect on our business
prospects, financial condition and results of operation.

 Clinical
trials necessary to support approval of our product candidates are time-consuming and expensive.

 Initiating
and completing clinical trials necessary to support FDA approval of a BLA for Iomab-B, Actimab-A, and other product candidates, is a
time-consuming and expensive process, and the outcome is inherently uncertain. Moreover, the results of early clinical trials are not
necessarily predictive of future results, and any product candidate we advance into clinical trials may not have favorable results in
later clinical trials.

 For instance, we worked with
the FDA to develop the SIERRA clinical trial to test the safety and efficacy of Iomab-B in patients with r/r AML who are aged 55 and above
prior to a BMT. Even though the SIERRA trial met the primary endpoint of dCR with statistical significance (p-value<0.0001), the FDA
has determined that the analyses from the SIERRA trial do not support a BLA filing for Iomab-B. The FDA now requires an additional head-to-head
Phase 3 clinical study. We have further discussed the specifics of this additional clinical trial with the FDA. Based on these discussions,
Actinium believes it has aligned with the FDA on the patient population for this additional clinical trial, which can include all adult
patients aged 18 and above with active AML with blasts counts greater than 5% and less than 20%. This is a broader patient population
than the patients enrolled on the SIERRA trial, which only enrolled patients aged 55 and above. Further, the FDA is also requiring that
an additional dose optimization trial demonstrating safety and efficacy be completed to calculate the dose of Iomab-B based on absorbed
dose by the bone marrow, rather than the maximum tolerable dose of 24 Gy of radiation to the liver as was done in the SIERRA trial based
on several interactions we had with the FDA before starting the SIERRA trial. We are seeking a strategic partner for Iomab-B in the U.S.
to advance these additional trials. Even if we are able to secure a partner, there are no assurances that the additional trials will be
successful or that we can satisfy all of the FDA's requests. There could also be additional regulatory hurdles that may result in
either non-acceptance or non-approval of a future BLA.

 Preliminary,
Interim, and "top-line" data from our clinical trials that we announce or publish from time to time may change as more patient
data become available and are subject to audit and verification procedures that could result in material changes in the final data.

 From
time to time, we may publicly disclose preliminary, interim, and top-line data from our clinical trials, which is based on a preliminary
analysis of then-available data, and the results and related findings and conclusions are subject to change as more patient data become
available or following a more comprehensive review of the data related to the particular study or trial. We may also make assumptions,
estimations, calculations and conclusions as part of our analyses of data, and we may not have received or had the opportunity to fully
and carefully evaluate all data. Our clinical trials may be open label studies and certain of our clinical development and or operations
staff may review interim or preliminary safety or efficacy data during routine data collection, cleaning and analysis from time to time.
Interim or preliminary results that we report may differ from future results of the same studies, or different conclusions or considerations
may qualify such results once additional data have been received and fully evaluated. Preliminary, interim or top-line data also remain
subject to audit and verification procedures that may result in the final data being materially different from the top-line, interim
or preliminary data we previously published. As a result, top-line, interim and preliminary data should be viewed with caution until
the final data are available.

 From
time to time, we may also disclose interim data from our preclinical studies and clinical trials. Interim data from clinical trials that
we may complete are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues
and more patient data become available. Adverse differences between interim data and final data could significantly harm our business
prospects. Further, disclosure of interim data by us or by our competitors could result in volatility in the price of our common stock.

 Further,
others, including regulatory agencies, may not accept or agree with our assumptions, estimates, calculations, conclusions, or analyses
or may interpret or weigh the importance of data differently, which could impact the value of the particular program, the approvability
or commercialization of the particular product candidate or product and our company in general. In addition, the information we choose
to publicly disclose regarding a particular study or clinical trial is based on what is typically extensive information, and you or others
may not agree with what we determine is material or otherwise appropriate information to include in our disclosure.

 If
the interim, top-line or preliminary data that we report differ from final results, or if others, including regulatory authorities, disagree
with the conclusions reached, our ability to obtain approval for, and commercialize, our product candidates may be harmed, which could
harm our business, operating results, prospects or financial condition.

 Our
clinical trials may fail to demonstrate adequately the efficacy and safety of our product candidates, which would prevent or delay regulatory
approval and commercialization.

 Even
if our clinical trials are completed as planned, we cannot be certain that their results will support our product candidate claims or
that the FDA or foreign authorities will agree with our conclusions regarding them. Success in pre-clinical studies and early clinical
trials does not ensure that later clinical trials will be successful, and we cannot be sure that the later trials will replicate the
results of prior trials and pre-clinical studies. The clinical trial process may fail to demonstrate that our product candidates are
safe and effective for the proposed indicated uses. If FDA concludes that the clinical trials for Actimab-A, Iomab-ACT, or any
other product candidate for which we might seek approval, have failed to demonstrate safety and effectiveness, we would not receive FDA
approval to market that product candidate in the United States for the indications sought. In addition, such an outcome could cause us
to abandon the product candidate and might delay the development of others. Any delay or termination of our clinical trials will delay
or preclude the filing of any submissions with the FDA and, ultimately, our ability to commercialize our product candidates and generate
revenues. It is also possible that patients enrolled in clinical trials will experience adverse side effects that are not currently part
of a product candidate's profile.

 The
intellectual property related to antibodies we have licensed has expired or likely expired.

 The
key patents related to the humanized antibody, lintuzumab, which we use in our Actimab-A product candidate have expired. It is generally
possible that others may be eventually able to use an antibody with the same sequence, and we will then need to rely on additional patent
protection covering alpha particle drug products comprising Ac-225. Our final drug construct, Actimab-A, consists of the lintuzumab antibody
labeled with the isotope Ac-225. We currently own issued and pending patents relating to methods of manufacturing Actimab-A, methods
of treatment using Actimab-A and production of the Ac-225 isotope. In addition, we possess trade secrets and know how related to the
manufacturing and use of isotopes. Any competing product based on the lintuzumab antibody is likely to require several years of development
before achieving our product candidate's current status and may be subject to significant regulatory hurdles but such development
by others is nevertheless a possibility that could negatively impact our business in the future. We own 4 issued U.S. patents, 2 issued
Canadian patents, 1 issued European patent (validated as a national patent in several countries) and 1 issued Japanese patent that relate
to the composition of our Iomab-B product candidate. Patent applications relating to Iomab-B are also pending in the U.S. and internationally.
We have and may continue to file patents related to Iomab-B that can provide barriers to entry but there is no certainty that these patents
will be granted or such granting thereof will adequately prevent others from seeking to replicate and use the apamistamab antibody or
the construct. Our patent portfolio includes pending applications related to radioimmunoconjugate composition, formulation administration,
and methods of use in treating solid or liquid cancers. This subject matter includes composition, administration, and methods of treatment
for our product candidates Actimab-A and Iomab-B. Any competing product based on the antibody used in Iomab-B is likely to require several
years of development before achieving our product candidate's current status and may be subject to significant regulatory hurdles.
Further, if approved, Iomab-B would be entitled to 12 years of market exclusivity in the U.S. and 10 years in Europe, during which time
no generic biologic or biosimilar referencing Iomab-B can be granted marketing approval.

 Our Actimab-A program clinical trials are
testing the same drug construct.

 Our Actimab-A program is
comprised of several clinical trials conducted under the CRADA with NCI, Actinium sponsored trials, investigator-initiated trials in
AML and other myeloid indications and solid tumors that will study the same drug construct consisting of lintuzumab-Ac-225. Negative
results from any of these trials could negatively impact our ability to enroll or complete our other trials studying lintzumab-Ac-225,
including future studies conducted under our CRADA with the NCI. Additionally, negative outcomes including safety concerns, may result
in the FDA requiring amendment to certain clinical trials, placing a clinical hold on certain or all clinical trials or discontinuing
other trials utilizing lintuzumab-Ac-225.

 We are currently developing, and in the future may develop, product
candidates in combination with other therapies and that may expose us to additional risks.

 We are currently developing, and may develop future
product candidates, for use in combination with one or more currently approved therapies. For example, Actimab-A is expected to be tested
in combination with KEYTRUDA and OPDIVO for treating HNSCC and NSCLC. If any of the approved therapies
we currently or may, in the future, use in combination with a current or future product candidate is found defective, removed from the
market, or otherwise becomes unavailable, our clinical trials may face significant delays, be suspended, or terminated. Any such events
would likely have a material impact on our operations and the development of the affected product candidate(s) and may ultimately prevent
the approval of such product candidate or render continued development efforts too costly to proceed.

 Even if a current or future product candidate were
to receive FDA approval to be commercialized in the U.S. for use in combination with one or more existing therapies, we would continue
to be subject to the risk that the FDA or similar foreign regulatory authorities could revoke approval of the therapy used in combination
with our product candidate or that safety, efficacy, manufacturing or supply issues could arise with any such existing therapies. This
could result in our own products being removed from the market or cause material delays in, or the suspension or discontinuation, of our
production and/or distribution of the applicable product, as our ability to market any such product will be limited to the extent specified
in the FDA's approval, if granted.

 We
may be unable to obtain a sufficient supply of isotopes to support clinical development or at commercial scale.

 Iodine-131
is a key component of our Iomab-B drug candidate. We source medical grade I-131 from multiple suppliers, including two leading global
manufacturers. Currently, we believe there is sufficient supply of I-131 to support additional trials we may undertake utilizing I-131
and for future commercialization of potential I-131 based products. We continually evaluate I-131 manufacturers and suppliers. While
we consider I-131 to be commoditized and obtainable through several suppliers, there can be no guarantee that we will be able to secure
I-131 or obtain I-131 on terms that are acceptable to us.

 Actinium-225 is a key component of our Actimab-A product candidate, technology
platform, preclinical R&D programs and other drug candidates that we might consider for development with the Ac-225 payload. We have
secured multiple suppliers that are expected to provide cGMP Ac-225 for our planned clinical trials. There are adequate quantities of
Ac-225 available today to meet our current needs via our present supplier, the Department of Energy ("DOE"), who has been
our primary supplier of Ac-225 historically. The Ac-225 currently supplied for our clinical trials from the DOE is derived from the natural
decay of thorium-229 from so-called 'thorium-cows' and is able to produce sufficient quantities that are several multiples
of the amount of Ac-225 we require to supply our clinical programs through to early commercialization phase. The DOE is also producing
Ac-225 from a recently developed alternative route for Ac-225 production via a linear accelerator that is currently being evaluated by
us. Initial preclinical and modelling results have indicated that the linear accelerator sourced Ac-225 does not impact labelling efficiency
and expected distribution. In accordance with representations made by the DOE, the capacity of Ac-225 from this route is expected to
be sufficient to supply all of Actinium's pipeline and commercial Ac-225 needs and support new program expansion by not just Actinium
but also other companies that are developing Ac-225 based products. Additional routes of Ac-225 production are being pursued by the DOE
including the generation of new thorium cows and production via a cyclotron. The cyclotron production method for Ac-225 production leverages
Actinium's proprietary technology and know-how and presents an additional path towards production of high-quality Ac-225 at a scale
that would be able to satisfy commercial needs. In addition, we are aware of at least ten other government and non-government entities
globally including the U.S., Canada, Russia, Belgium, France and Japan that have, or expect to have ability to supply Ac-225 or equipment
for its production within the timeframes relevant to the potential first commercial approval of our Ac-225-based drug candidate.

 Our
contract for supply of this isotope from the DOE must be renewed yearly, and we renewed our contract to extend through the end of 2025.
While we expect this contract will continue to be renewed at the end of its term as it has since 2009, there can be no assurance that
the DOE will renew the contract or that change its policies that allow for the sale of isotope to us. There can be no assurance that
the DOE or our other suppliers will be able to supply all of the quantities of Ac-225 we request in the future. Failure to acquire sufficient
quantities of medical grade Ac-225 would make it impossible to effectively complete clinical trials and to commercialize any Ac-225 based
drug candidates that we may develop and would materially harm our business.

 Our
ability to conduct clinical trials to advance our drug candidates is dependent on our ability to obtain the radioisotopes I-131, Ac-225
and other isotopes we may choose to utilize in the future. Currently, we are dependent on third party manufacturers and suppliers for
our isotopes. These suppliers may not perform their contracted services or may breach or terminate their agreements with us. Our suppliers
are subject to regulations and standards that are overseen by regulatory and government agencies and we have no control over our suppliers'
compliance to these standards. Failure to comply with regulations and standards may result in their inability to supply isotopes and
could result in delays in our clinical trials, which could have a negative impact on our business. We have developed intellectual property,
know-how and trade secrets related to the manufacturing process of Ac-225. While we have manufactured medical grade Ac-225 of a purity
compared to the cyclotron sourced material in the past, this activity was terminated due to operating cost reasons, and we currently
do not have experience in manufacturing medical grade Ac-225 and may not obtain the resources necessary to establish our own manufacturing
capabilities in the future. Our inability to build out and establish our own manufacturing facilities would require us to continue to
rely on third party suppliers as we currently do. However, based on our current third-party suppliers and potential future suppliers
of Ac-225 we expect to have adequate isotope supply to support our current ongoing clinical trials, current and planned preclinical R&D
activities and commercialization should our drug candidates receive regulatory approval.

 If
we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise
adversely affected.

 The
timely completion of clinical trials in accordance with their protocols depends on our ability to enroll a sufficient number of patients
who remain in the trial until its conclusion. We may experience difficulties in patient enrollment in our clinical trials for a variety
of reasons, including:

 the size and nature of
 the patient population;

 the patient eligibility
 criteria defined in the protocol;

 the size of the study population
 required for analysis of the trial's primary endpoints;

 the proximity of patients
 to trial sites;

 the design of the trial;

 our ability to recruit
 clinical trial investigators with the appropriate competencies and expertise;

 competing clinical trials
 for similar or alternate therapeutic treatments;

 clinician's and patients'
 perceptions as to the potential advantages and side effects of the product candidate being studied in relation to other available
 therapies;

 our ability to obtain and
 maintain patient consents; and

 the risk that patients
 enrolled in clinical trials will not complete a clinical trial.

 In
addition, refractory patients, which several of our trials have or are expected to enroll, participating in clinical trials are seriously
and often terminally ill and therefore may not complete the clinical trial due to reasons including comorbid conditions or occurrence
of adverse medical events related or unrelated to the investigational products, or death. Even if we are able to enroll a sufficient
number of patients in our clinical trials, delays in patient enrollment will result in increased costs or affect the timing of our planned
trials, which could adversely affect our ability to advance the development of our product candidates.

 FDA
may take actions that would prolong, delay, suspend, or terminate clinical trials of our product candidates, which may delay or prevent
us from commercializing our product candidates on a timely basis.

 There
can be no assurance that the data generated in our clinical trials will be acceptable to FDA or that if future modifications during the
trial are necessary, that any such modifications will be acceptable to FDA. Certain modifications to a clinical trial protocol made during
the course of the clinical trial have to be submitted to the FDA. This could result in the delay or halt of a clinical trial while the
modification is evaluated. In addition, depending on the quantity and nature of the changes made, FDA could take the position that some
or all of the data generated by the clinical trial is not usable because the same protocol was not used throughout the trial. This might
require the enrollment of additional subjects, which could result in the extension of the clinical trial and the FDA delaying approval
of a product candidate. If the FDA believes that its prior approval is required for a particular modification, it can delay or halt a
clinical trial while it evaluates additional information regarding the change.

 Any
delay or termination of our current or future clinical trials as a result of the risks summarized above, including delays in obtaining
or maintaining required approvals from IRBs, delays in patient enrollment, the failure of patients to continue to participate in a clinical
trial, and delays or termination of clinical trials as a result of protocol modifications or adverse events during the trials, may cause
an increase in costs and delays in the filing of any submissions with the FDA, delay the approval and commercialization of our product
candidates or result in the failure of the clinical trial, which could adversely affect our business, operating results and prospects.
Lengthy delays in obtaining regulatory approval for Iomab-B or completion of our ongoing or planned clinical trials would adversely affect
our business and prospects and could cause us to cease operations.

 We
have obtained orphan drug designation from FDA for two of our current product candidates and intend to pursue such designation for other
candidates and indications in the future, but we may be unable to obtain such designations or to maintain the benefits associated with
any orphan drug designations we have received or may receive in the future.

 We have received orphan drug
designation for Actimab-A and Iomab-B for treatment of AML in both the United States and the EU. Under the Orphan Drug Act, the FDA may
grant orphan designation to a drug or biologic intended to treat a rare disease or condition, which is a disease or condition that affects
fewer than 200,000 individuals in the United States, or if it affects more than 200,000 individuals in the United States, there is no
reasonable expectation that the cost of developing and making available a drug or biologic for this type of disease or condition will
be recovered from sales in the United States for that drug or biologic. Similarly, the EMA grants orphan drug designation to promote the
development of products that are intended for the diagnosis, prevention, or treatment of a life-threatening or chronically debilitating
condition affecting not more than five in 10,000 persons in the EU.

 Orphan drug designation neither shortens
the development time or regulatory review time of a drug or biologic nor gives the drug or biologic any advantage in the regulatory review
or approval process. In the United States, orphan drug designation entitles a party to financial incentives, such as opportunities for
grant funding towards clinical trial costs, tax advantages, and application fee waivers. In addition, if a product candidate receives
the first FDA approval for the indication for which it has orphan designation, such product is entitled, upon approval, to seven years
of orphan-drug exclusivity, during which the FDA may not approve any other application to market the same drug for the same indication,
unless a subsequently approved product is clinically superior to orphan drug or where the manufacturer is unable to assure sufficient
product quantity in the applicable patient population. In the EU, orphan drug designation entitles a party to financial incentives such
as reduction of fees or fee waivers and ten years of market exclusivity following drug or biological product approval. This period may
be reduced to six years if the orphan drug designation criteria are no longer met, including where it is shown that the product is sufficiently
profitable not to justify maintenance of market exclusivity.

 Even
if we obtain (or have obtained) orphan drug designation for certain product candidates, we may not be the first to obtain marketing approval
for such candidates for the applicable indications due to the uncertainties inherent in the development of novel biologic products, and,
an orphan drug candidate may not receive orphan-drug exclusivity upon approval if such candidate is approved for a use that is broader
than the indication for which it received orphan designation. In addition, exclusive marketing rights in the United States may be lost
if the FDA later determines that the request for designation was materially defective or if the manufacturer is unable to assure sufficient
quantities of the product to meet the needs of patients with the rare disease or condition.

 Finally,
even if we successfully obtain orphan-drug exclusivity for an orphan drug candidate upon approval, such exclusivity may not effectively
protect the product from competition because (i) different drugs with different active moieties can be approved for the same condition;
and (ii) the FDA or EMA can also subsequently approve a subsequent product with the same active moiety and for the same indication as
the orphan drug if the later-approved drug if deemed clinically superior to the orphan drug.

 Even
if we receive regulatory approval of our product candidates, we will be subject to ongoing regulatory obligations and continued regulatory
review.

 Any
regulatory approvals that we receive for our product candidates will require surveillance to monitor the safety and efficacy of the product
candidate. The FDA may also require a REMS in order to approve our product candidates, which could entail requirements for a medication
guide, physician communication plans or additional elements to ensure safe use, such as restricted distribution methods, patient registries
and other risk minimization tools. In addition, if the FDA or a comparable foreign regulatory authority approves our product candidates,
the manufacturing processes, labeling, packaging, distribution, adverse event reporting, storage, advertising, promotion, import, export
and recordkeeping for our product candidates will be subject to extensive and ongoing regulatory requirements. These requirements include
submissions of safety and other post-marketing information and reports, registration, as well as continued compliance with cGMPs and
GCPs for any clinical trials that we conduct post-approval. In addition, the FDA could require us to conduct another study to obtain
additional safety or biomarker information. Later discovery of previously unknown problems with our product candidates, including adverse
events of unanticipated severity or frequency, or with our third-party suppliers or manufacturing processes, or failure to comply with
regulatory requirements, may result in, among other things:

 restrictions on the marketing
 or manufacturing of our product candidates, withdrawal of the product from the market, or voluntary or mandatory product recalls;

 fines, warning letters
 or holds on clinical trials;

 refusal by the FDA to approve
 pending applications or supplements to approved applications filed by us or suspension or revocation of license approvals;

 product seizure or detention,
 or refusal to permit the import or export of our product candidates; and

 injunctions or the imposition
 of civil or criminal penalties.

 The
FDA's and other regulatory authorities' policies may change, and additional government regulations may be enacted that could
prevent, limit or delay regulatory approval of our product candidates. We cannot predict the likelihood, nature or extent of government
regulation that may arise from future legislation or administrative action, either in the United States or abroad. If we are slow or
unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain
regulatory compliance, we may lose any marketing approval that we may have obtained, and we may not achieve or sustain profitability.

 Coverage
and reimbursement may be limited or unavailable in certain market segments for our product candidates which could limit our sales of
our product candidates, if approved.

 The
commercial success of our product candidates in both domestic and international markets will be substantially dependent on whether third-party
coverage and reimbursement is available for patients that use our products. However, the availability of insurance coverage and reimbursement
for newly approved cancer therapies is uncertain, and therefore, third-party coverage may be particularly difficult to obtain even if
our products are approved by the FDA as safe and efficacious. Patients using existing approved therapies are generally reimbursed all
or part of the product cost by Medicare or other third-party payors. Medicare, Medicaid, health maintenance organizations and other third-party
payors are increasingly attempting to contain healthcare costs by limiting both coverage and the level of reimbursement of new drugs,
and, as a result, they may not cover or provide adequate payment for these products. Submission of applications for reimbursement approval
generally does not occur prior to the filing of a BLA for that product and may not be granted until many months after BLA approval. In
order to obtain coverage and reimbursement for these products, we or our commercialization partners may have to agree to a net sales
price lower than the net sales price we might charge in other sales channels. The continuing efforts of government and third-party payors
to contain or reduce the costs of healthcare may limit our revenue. Initial dependence on the commercial success of our products may
make our revenues particularly susceptible to any cost containment or reduction efforts.

 Healthcare
legislative reform measures intended to increase pressure to reduce prices of pharmaceutical products paid for by Medicare or, otherwise,
affect the federal regulation of the U.S. healthcare system could have a material adverse effect our business, future revenue, if any,
and results of operations.

 In
the United States, there have been a number of legislative and regulatory initiatives focused on containing the cost of healthcare. The
Affordable Care Act, for example, substantially changed the way healthcare is financed by both governmental and private insurers. The
Affordable Care Act contains a number of provisions that could impact our business and operations, primarily, once we obtain FDA approval
to commercialize one of our product candidates in the United States, if ever, and may also affect our operations in ways we cannot currently
predict. Affordable Care Act provisions that may affect our business include, among others, those governing enrollment in federal healthcare
programs, reimbursement changes, rules regarding prescription drug benefits under health insurance exchanges, expansion of the 340B program,
expansion of state Medicaid programs, fees and increased discount and rebate obligations, transparency and reporting requirements, and
fraud and abuse enforcement. Such changes may impact existing government healthcare programs, industry competition, formulary composition,
and may result in the development of new programs, including Medicare payment for performance initiatives, health technology assessments,
and improvements to the physician quality reporting system and feedback program.

 There have been significant
judicial, administrative, executive, and legislative initiatives to modify, limit, replace, or repeal the Affordable Care Act since its
enactment. For example, during his first term, former President Trump issued several Executive Orders and other directives designed to
delay the implementation of certain provisions of the Affordable Care Act or otherwise circumvent some of the requirements for health
insurance mandated by the Affordable Care Act. Concurrently, Congress considered legislation that would repeal or replace all or part
of the Affordable Care Act. While Congress has not passed comprehensive repeal legislation, several bills affecting the implementation
the Affordable Care Act have been passed. For example, the Tax Cuts and Jobs Act of 2017 eliminated the Affordable Care Act provision
requiring individuals to purchase and maintain health coverage, or the "individual mandate," by reducing the associated penalty
to zero, beginning in 2019. In December 2018, a district court in Texas held that the individual mandate is unconstitutional and that
the rest of the Affordable Care Act is, therefore, invalid. On appeal, the Fifth Circuit Court of Appeals affirmed the holding on the
individual mandate but remanded the case back to the lower court to reassess whether and how such holding affects the validity of the
rest of the Affordable Care Act. The Fifth Circuit's decision on the individual mandate was appealed to the U.S. Supreme Court.
On June 17, 2021, the Supreme Court held that the plaintiffs (comprised of the state of Texas, as well as numerous other states and certain
individuals) did not have standing to challenge the constitutionality of the Affordable Care Act's individual mandate and, accordingly,
vacated the Fifth Circuit's decision and instructed the district court to dismiss the case. As a result, the Affordable Care Act
remained in effect in its then-current form; however, we cannot predict what additional challenges may arise in the future, the outcome
thereof, or the impact any such actions may have on our business. This uncertainty has become even greater given the new Trump administration
and its proposed agenda.

 In
addition to the Affordable Care Act, there have been numerous other Congressional initiatives and proposed and enacted federal and state
legislation designed to, among other things, bring more transparency to drug pricing, review the relationship between pricing and manufacturer
patient programs, and reform government program reimbursement methodologies for drug products. Pharmaceutical product prices have been
the focus of increased scrutiny by the government, including certain state attorneys general, members of Congress and the United States
Department of Justice. State or federal healthcare reform measures or other social or political pressure to lower the cost of pharmaceutical
products could have a material adverse impact on our business, results of operations and financial condition.

 The Biden administration also
introduced various measures in 2021 focusing on healthcare and drug pricing, in particular. For example, on January 28, 2021, former President
Biden issued an executive order that initiated a special enrollment period for purposes of obtaining health insurance coverage through
the Affordable Care Act marketplace, which began on February 15, 2021, and remained open through August 15, 2021. The executive order
also instructed certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare,
including among others, reexamining Medicaid demonstration projects and waiver programs that include work requirements and policies that
create unnecessary barriers to obtaining access to health insurance coverage through Medicaid or the Affordable Care Act. On the legislative
front, the American Rescue Plan Act of 2021 was signed into law on March 11, 2021, which, in relevant part, eliminates the statutory Medicaid
drug rebate cap, currently set at 100% of a drug's average manufacturer price, for single source drugs and innovator multiple source
drugs, which began on January 1, 2024. And, in July 2021, the Biden administration released an executive order entitled, "Promoting
Competition in the American Economy," with multiple provisions aimed at prescription drugs. In response, on September 9, 2021, HHS
released a "Comprehensive Plan for Addressing High Drug Prices" that outlines principles for drug pricing reform and sets
out a variety of potential legislative policies that Congress could pursue as well as potential administrative actions HHS can take to
advance these principles.

 More recently, on August 16,
2022, former President Biden signed into law the Inflation Reduction Act of 2022 (the "IRA"), which, among
other provisions, included several measures intended to lower the cost of prescription drugs and related healthcare reforms. Specifically,
the IRA authorizes and directs the Department of Health and Human Services (the "DHHS") to set drug price caps for certain
high-cost Medicare Part B and Part D qualified drugs, with the initial list of drugs announced on August 29, 2023, and the first year
of maximum price applicability to begin in 2026. The IRA further authorizes the DHHS to penalize pharmaceutical manufacturers that increase
the price of certain Medicare Part B and Part D drugs faster than the rate of inflation. Finally, the IRA creates significant changes
to the Medicare Part D benefit design by capping Part D beneficiaries' annual out-of-pocket spending at $2,000 beginning in 2025.
Additional legislative and regulatory changes could be made to governmental health programs that could significantly impact pharmaceutical
companies and the success of our product candidates. At the state level, legislatures have increasingly passed legislation and implemented
regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts,
restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage
importation from other countries and bulk purchasing.

 Changes in the healthcare
industry and in healthcare spending could adversely affect our grant funded clinical programs, business, financial condition and results
of operations.

 Our business and research
efforts rely, in part, on funding and support from U.S. government agencies such as the National Institutes of Health ("NIH"),
National Cancer Institute ("NCI") and the Department of Health and Human Services ("HHS"). Government funding
for these programs is subject to annual budgetary decisions, which can be unpredictable and influenced by shifting political and economic
priorities. Reductions in government support for cancer research or other healthcare initiatives could limit grants, contracts, or other
financial resources that we or our research collaborators depend on, potentially delaying our clinical programs and increasing our reliance
on alternative funding sources. For instance, we have a CRADA with the NCI for the development of Actimab-A. While we have been informed
that the funding for our CRADA is not expected to be impacted, there can be no assurances that this will remain the case and any reduction
or elimination of funding can have a material adverse impact on our business.

 Moreover, with the change
in presidential administration that recently occurred in the United States, government spending programs have become even more difficult
to predict and may be subject to greater risk. Considerable uncertainty exists regarding how future budget and program decisions will
unfold, including the spending priorities of the new U.S. presidential administration and Congress and what challenges budget reductions
may present for our industry generally or for our company. In particular, President Trump recently attempted to place a widespread freeze
on most federal grants and loans. Any freeze on government support for our products, programs, or studies could significantly impair our
research and development activities, business, and operations.

 Disruptions at
the FDA, the SEC and other government agencies or comparable regulatory authorities caused by funding shortages or global health concerns,
in addition to substantial uncertainty regarding the new Administration's initiatives and how these might impact the FDA, its implementation
of laws, regulations, policies and guidance, and its personnel, could hinder government agencies' ability to hire and retain key
leadership and other personnel, or otherwise prevent new products and services from being developed or commercialized in a timely manner,
or otherwise prevent those agencies from performing normal business functions on which our business operations rely, including timely
reviews, which could negatively impact our business.

 The ability of the FDA
or comparable foreign regulatory authorities to review and approve new products can be affected by a variety of factors, including government
budget and funding levels, ability to hire and retain key personnel and accept the payment of user fees, and statutory, regulatory, and
policy changes that may otherwise affect the FDA's or comparable foreign regulatory authorities' ability to perform routine
functions. In addition, government funding of the SEC and other government agencies or comparable foreign regulatory authorities on which
our operations may rely, including those that fund research and development activities, is subject to the political process, which is
inherently fluid and unpredictable.

 Disruptions at the FDA
and other agencies, including substantial leadership, personnel, and policy changes, may also slow the time necessary for new drugs to
be reviewed and/or approved by necessary government agencies, which would harm our business. Changes in FDA staffing could result in delays
in the FDA's responsiveness or in its ability to review submissions or applications, issue regulations or guidance, or implement
or enforce regulatory requirements in a timely fashion or at all. Similar consequences would also result in the event of another significant
shutdown of the federal government. For example, over the last several years, the U.S. government has shut down several times and certain
regulatory agencies, such as the FDA, have had to furlough critical FDA employees and stop critical activities. If a prolonged government
shutdown occurs, or if geopolitical or global health concerns prevent the FDA or other regulatory authorities from conducting their regular
inspections, reviews, or other regulatory activities, it could significantly impact the ability of the FDA to timely review and process
our regulatory submissions, which could materially adversely affect our business, financial condition, results of operations and prospects.
Such changes could significantly impact the ability of the FDA to timely review and take action on our regulatory submissions, which could
have a material adverse effect on our business. Further, in our operations as a public company, future government shutdowns or substantial
leadership, personnel, and policy changes could impact our ability to access the public markets and obtain necessary capital in order
to properly capitalize and continue our operations. If the FDA is constrained in its ability to engage in oversight and implementation
activities in the normal course, our business may be negatively impacted.

 With the change in the
U.S. Presidential Administration in 2025, there is substantial uncertainty as to whether and how the new administration will seek to modify
or revise the requirements and policies of the FDA and other regulatory agencies with jurisdiction over our product candidates. This uncertainty
could present new challenges and/or opportunities as we navigate development of our product candidates. Some of these efforts have manifested
to date in the form of personnel measures that could impact the FDA's ability to hire and/or retain key personnel, which could result
in delays or limitations on our ability to obtain guidance from the FDA on our product candidates in development and obtain the requisite
regulatory approvals in the future. Moreover, the new Administration has proposed action to freeze or reduce the budget of the National
Institutes of Health, or NIH, as related to its funding for medical research, which could decrease the ability of facilities that rely
on NIH funding to enroll and conduct clinical trials or increase the costs to us of conducting clinical trials. There remains general
uncertainty regarding future activities. The new Administration could issue or promulgate executive orders, regulations, policies
or guidance that adversely affect us or create a more challenging or costly environment to pursue the development of new therapeutic products.
Alternatively, state governments may attempt to address or react to changes at the federal level with changes to their own regulatory
frameworks in a manner that is adverse to our operations. If we become negatively impacted by future governmental orders, regulations,
policies or guidance as a result of the new Administration, there could be a material adverse effect on us and our business.

 Our
relationships with customers, health care professionals and third-party payors may be subject to applicable healthcare laws, which could
expose us to penalties, including administrative, civil or criminal penalties, damages, fines, imprisonment, exclusion from participation
in federal healthcare programs such as Medicare and Medicaid, reputational harm, the curtailment or restructuring of our operations and
diminished future profits and earnings.

 Healthcare
professionals and third-party payors will play a primary role in the recommendation and prescription of any product candidates for which
we obtain marketing approval. Our current and future arrangements with customers, healthcare professionals and third-party payors may
expose us to broadly applicable fraud and abuse and other healthcare laws and regulations that may constrain the business or financial
arrangements and relationships through which we conduct research, market, sell and distribute any products for which we obtain marketing
approval. Federal and state healthcare laws and regulations that may affect our operations, directly or indirectly, include the following,
among others:

 the federal Anti-Kickback
 Statute, which prohibits persons and entities from, among other things, knowingly and willfully soliciting, offering, receiving or
 providing remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for,
 or the purchase, lease, order or recommendation of, any good, facility, item or service, for which payment may be made under federal
 and state healthcare programs such as Medicare and Medicaid;

 the federal false claims
 laws, including civil whistleblower or qui tam actions under the federal False Claims Act, which impose criminal and civil penalties
 against individuals or entities for, among other things, knowingly presenting, or causing to be presented, to the federal government,
 claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money
 to the federal government;

 the federal Health Insurance
 Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health
 Act of 2009, or HITECH, which imposes criminal and civil liability for, among other things, executing a scheme to defraud any healthcare
 benefit program or making false statements relating to healthcare matters and also imposes obligations, including mandatory contractual
 terms, on covered entities, including certain healthcare providers, health plans, and healthcare clearinghouses, and their respective
 business associates that create, receive, maintain or transmit individually identifiable health information for or on behalf of the
 covered entity as well as their covered subcontractors, with respect to safeguarding the privacy, security and transmission of individually
 identifiable health information;

 the federal Civil Monetary
 Penalties Law, which prohibits, among other things, the offering or transfer of remuneration to a Medicare or state healthcare program
 beneficiary if the person knows or should know it is likely to influence the beneficiary's selection of a particular provider,
 practitioner, or supplier of services reimbursable by Medicare or a state healthcare program, unless an exception applies;

 the federal Physician Payments
 Sunshine Act, created under the Affordable Care Act, and its implementing regulations, which requires certain manufacturers of drugs,
 devices, biologicals and medical supplies for which payment is available under Medicare, Medicaid or the Children's Health
 Insurance Program (with certain exceptions) to report annually information related to certain payments or other transfers of value
 provided to physicians and any ownership and investment interests held by physicians or their immediate family members. Beginning
 in 2022, applicable manufacturers also will be required to report such information regarding payments and other transfers of value
 to physician assistants, nurse practitioners, clinical nurse specialists, anesthesiologist assistants, certified registered nurse
 anesthetists and certified nurse midwives during the previous year; and

 analogous state laws and
 regulations, including (among others) state anti-kickback and false claims laws, which may apply to our business practices, including,
 but not limited to, research, distribution, sales and marketing arrangements and claims involving healthcare items or services reimbursed
 by any third-party payor, including private insurers; state laws that require pharmaceutical companies to comply with the pharmaceutical
 industry's voluntary compliance guidelines and the relevant compliance guidance promulgated by the United States federal government,
 or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state laws and regulations
 that require drug manufacturers to file reports relating to pricing and marketing information and that require tracking gifts and
 other remuneration and items of value provided to healthcare professionals and entities; state and local laws that require the registration
 of pharmaceutical sales representatives; and state laws governing the privacy and security of health information in certain circumstances,
 many of which differ from each other in significant ways and often are not preempted by federal law, thus complicating compliance
 efforts.

 Efforts
to comply with applicable healthcare laws and regulations will involve substantial costs. Interpretations of standards of compliance
under these laws and regulations are rapidly changing and subject to varying interpretations and it is possible that governmental authorities
will conclude that our business practices may not comply with current or future statutes, regulations or case law involving applicable
fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation of any of these laws or any
other laws that may apply to us, we may be subject to significant civil, criminal and administrative penalties, damages, fines, exclusion
from government funded healthcare programs, such as Medicare and Medicaid, reputational harm, imprisonment, additional reporting obligations
and oversight (if we become subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with
these laws), and the curtailment or restructuring of our operations, any of which could diminish our future profits or earnings. If any
of the physicians or other providers or entities with whom we expect to do business are found to be not in compliance with applicable
laws, they may be subject to criminal, civil or administrative sanctions, including exclusions from government funded healthcare programs.

 Third-party
payors may not adequately reimburse customers for any product candidates that we may commercialize or promote, and may impose coverage
restrictions or limitations such as prior authorizations and step edits that affect their use.

 Our
ability to commercialize any product candidates successfully also will depend in part on the extent to which coverage and adequate reimbursement
for these products and related treatments will be available from government health programs, private health insurers, integrated delivery
networks and other third-party payors. Third-party payors decide which medications they will pay for and establish reimbursement levels.
A significant trend in the United States healthcare industry and elsewhere is cost containment. Government authorities and third-party
payors have attempted to control costs by limiting coverage and the amount of payment for particular medications. Increasingly, third-party
payors are requiring that drug companies provide predetermined discounts from list prices and are challenging the prices charged for
medical products. Coverage and reimbursement may not be available for any product that we commercialize and, if reimbursement is available,
the level of reimbursement may not be sufficient for commercial success. Coverage and reimbursement may impact the demand for, or the
price of, any product candidate for which we obtain marketing approval. If coverage and reimbursement is not available or is available
only to limited levels, we may not be able to successfully commercialize any product candidate for which we obtain marketing approval.

 Obtaining
reimbursement approval for any product candidate for which we obtain marketing approval from any government or other third-party payor
is a time-consuming and costly process. There may be significant delays in obtaining coverage and adequate reimbursement for newly approved
products. Moreover, eligibility for coverage and reimbursement does not imply that any product will be paid for in all cases or at a
rate that covers our costs, including research, development, manufacture, sale and distribution. Even when a payor determines that a
product that we may commercialize or promote is eligible for reimbursement under its criteria, the payor may impose coverage limitations
that preclude payment for some uses that are approved by the FDA, or may impose restrictions, such as prior authorization requirements,
or may simply deny coverage altogether. Interim reimbursement levels for new drugs, if applicable, may also not be sufficient to cover
our costs and may not be made permanent. Coverage and reimbursement rates may vary according to the use of the drug and the medical circumstances
under which it is used may be based on reimbursement levels already set for lower cost products or procedures or may be incorporated
into existing payments for other services. Net prices for drugs may be reduced by mandatory discounts or rebates required by government
healthcare programs or private payors and by any future relaxation of laws that presently restrict imports of drugs from countries where
they may be sold at lower prices than in the United States. Furthermore, the Centers for Medicare and Medicaid Services frequently change
product descriptors, coverage policies, product and service codes, payment methodologies and reimbursement values. Commercial third-party
payors often rely upon Medicare coverage policies and payment limitations in setting their own reimbursement policies. Our inability
to promptly obtain and maintain coverage and profitable payment rates from both government-funded programs and private payors for any
approved products that we develop could have a material adverse effect on our operating results, our ability to raise capital needed
to commercialize our approved products and our overall financial condition.

 Risks
Related to Third Parties

 We
may rely on third parties to conduct our clinical trials. If these third parties do not successfully carry out their contractual duties
or meet expected deadlines or comply with regulatory requirements, we may not be able to obtain regulatory approval for or commercialize
our product candidates.

 We
do not have the ability to independently conduct our clinical trials for our product candidates and we must rely on third parties, such
as contract research organizations, medical institutions, clinical investigators and contract laboratories to conduct such trials. Our
reliance on these third parties for clinical development activities results in reduced control over these activities. Moreover, the FDA
requires us to comply with regulations and standards, commonly referred to as GCPs (good clinical practices), for conducting, recording
and reporting the results of clinical trials to assure that data and reported results are credible and accurate and that the trial participants
are adequately protected. Our reliance on third parties does not relieve us of these responsibilities and requirements. If we or any
of our third-party contractors fail to comply with applicable GCPs, the clinical data generated in our clinical trials may be deemed
unreliable and the FDA or comparable foreign regulatory authorities may require us to perform additional clinical trials before approving
our marketing applications. We cannot assure you that upon inspection by a given regulatory authority, such regulatory authority will
determine that any of our clinical trials complies with GCP regulations. In addition, our clinical trials must be conducted with product
produced under current good manufacturing practice, or cGMP, regulations. Our failure to comply with these regulations may require us
to repeat clinical trials, which would delay the regulatory approval process.

 If
our consultants, contract research organizations and other similar entities with which we are working do not successfully carry out their
contractual duties, meet expected deadlines, or comply with applicable regulations, we may be required to replace them. Although we believe
that there are a number of other third-party contractors we could engage to continue these activities, we may not be able to enter into
arrangements with alternative third-party contractors or to do so on commercially reasonable terms, which may result in a delay of our
planned clinical trials and delayed development of our product candidates.

 In
addition, our third-party contractors are not our employees, and except for remedies available to us under our agreements with such third-party
contractors, we cannot control whether or not they devote sufficient time and resources to our programs. If these third parties do not
successfully carry out their contractual duties or regulatory obligations or meet expected deadlines, or if the quality or accuracy of
the data they obtain is compromised due to the failure to adhere to our clinical protocols or regulatory requirements or for other reasons,
our pre-clinical development activities or clinical trials may be extended, delayed, suspended or terminated, and we may not be able
to obtain regulatory approval for, or successfully commercialize, our product candidates on a timely basis, if at all, and our business,
operating results and prospects would be adversely affected.

 The
protection against generic competition for our biologic drug candidates and reimbursement by CMS may be subject to future change

 We
are not aware of any existing or pending regulations or legislation that pertains to generic radiopharmaceutical products such as our
 targeted radiotherapy product candidates. Our ARC product candidates are regulated by the FDA as biologic products, and we intend
to seek approval for these products pursuant to the BLA pathway. The Biologics Price Competition and Innovation Act of 2009, or BPCIA,
created an abbreviated pathway for the approval of biosimilar and interchangeable biologic products. The abbreviated regulatory pathway
establishes legal authority for the FDA to review and approve biosimilar biologics, including the possible designation of a biosimilar
as "interchangeable" based on its similarity to an existing brand product. Under the BPCIA, an application for a biosimilar
product cannot be approved by the FDA until 12 years after the original branded product was approved under a BLA and in Europe a biosimilar
product cannot be approved until 10 years after the original branded product was approved. The law is complex and as a result, its ultimate
impact, implementation, and meaning are subject to uncertainty. Even if a biosimilar gets approved for one of the antibodies that we
use, the final constructs of our drug candidates consist of an antibody, radioisotope and in some cases a linker and we are not aware
of any regulations that would require us to provide the final constructs or components to third parties or potential competitors. Therefore,
based on the current regulations, we do not believe that the final drug product of our candidates can be subject to competition from
a biosimilar as outlined in BPCIA for at least 12 years in the U.S. and 10 years in the EU. We are aware that generic versions of certain
radiopharmaceuticals utilizing peptides have been submitted to the FDA via the Abbreviated New Drug Application ("ANDA")
pathway, however, those products are not covered under the BPCIA and therefore that generic pathway is not applicable to Iomab-B or Actimab-A.
We expect this would also apply to other biologic drug candidates we may seek to develop in the future based on the current provisions
of the BPCIA. Additionally, the Inflation Reduction Act ("IRA") that was enacted in August 2022, states that reimbursement
by the Centers for Medicare& Medicaid Services ("CMS") for high-expenditure single-source biologic drugs, which we expect
Iomab-B and Actimab-A to be, can only be negotiated after at least 11 years following approval compared to 7 years for non-biologic drugs
with negotiated prices taking effect two years after selection. Therefore, we currently believe that our ARCs are less likely than small
molecules to face pricing pressure and negotiation from IRA. Further, a drug or biological product that has an orphan drug designation,
which Iomab-B and Actimab-A both have, for only one rare disease or condition will be excluded from the IRA's price negotiations
requirements until such time the biological products has designations for more than one rare disease or condition, or if is approved
for an indication that is not within that single designated rare disease or condition, unless such additional designation or such disqualifying
approvals are withdrawn by the time CMS evaluates the drug for selection for negotiation. In August 2023, 10 initial drugs were identified
with negotiated prices expected to take effect starting in 2026. In 2027 and 2028, it is expected that CMS will establish negotiated
prices for 15 additional drugs in each respective year. We do not believe there is a high likelihood that Iomab-B or Actimab-A would
be identified by CMS for negotiated pricing under IRA but there is potential that IRA and other additional state and federal healthcare
reform measures will be adopted in the future and the implementation of cost-containment measures or other healthcare reforms may prevent
us from being able to generate revenue, attain profitability or successfully commercialize our product candidates.

 Our
product candidates may never achieve market acceptance.

 Actimab-A, Iomab-ACT and Iomab-B
and future product candidates that we may develop may never gain market acceptance among physicians, patients and the medical community.
The degree of market acceptance of any of our products will depend on a number of factors, including the actual and perceived effectiveness
and reliability of the product; the results of any long-term clinical trials relating to use of the product; the availability, relative
cost and perceived advantages and disadvantages of alternative technologies; the degree to which treatments using the product are approved
for reimbursement by public and private insurers; the strength of our marketing and distribution infrastructure; and the level of education
and awareness among physicians and hospitals concerning the product.

 We
believe that oncologists and other physicians will not widely adopt a product candidate unless they determine, based on experience, clinical
data, and published peer-reviewed journal articles, that the use of that product candidate provides an effective alternative to other
means of treating specific cancers. Patient studies or clinical experience may indicate that treatment with our product candidates does
not provide patients with sufficient benefits in extension of life or quality of life. We believe that recommendations and support for
the use of each product candidate from influential physicians will be essential for widespread market acceptance. Our product candidates
are still in the development stage, and it is premature to attempt to gain support from physicians at this time. We can provide no assurance
that such support will ever be obtained. If our product candidates do not receive such support from these physicians and from long-term
data, physicians may not use or continue to use, and hospitals may not purchase or continue to purchase, them.

 Failure of Actimab-A or Iomab-ACT
or any of our other product candidates to significantly penetrate current or new markets would negatively impact our business financial
condition and results of operations.

 We
may be subject to claims that our third-party service providers, consultants or current or former employees have wrongfully used or disclosed
confidential information of third parties.

 We
have received confidential and proprietary information from third parties. In addition, we employ individuals who were previously employed
at other biotechnology or pharmaceutical companies. We may be subject to claims that we or our employees, consultants or independent
contractors have inadvertently or otherwise used or disclosed confidential information of these third parties or our employees'
former employers. Litigation may be necessary to defend against these claims. Even if we are successful in defending against these claims,
litigation could result in substantial cost and be a distraction to our management and employees.

 We
currently depend on single third-party manufacturers to produce our pre-clinical and clinical trial drug supplies. Any disruption in
the operations of our current third-party manufacturers, or other third-party manufacturers we may engage in the future, could adversely
affect our business and results of operations.

 We
do not currently operate manufacturing facilities for pre-clinical or clinical production of any of our product candidates. We rely on
third-party manufacturers to supply, store, and distribute pre-clinical and clinical supply of the components of our drug product candidates
including monoclonal antibodies, linkers and radioisotopes, as well as the final construct which comprises our drug product candidates.
We expect to continue to depend on third-party manufacturers for the foreseeable future. Any performance failure on the part of our existing
or future manufacturers could delay clinical development, cause us to suspend or terminate development or delay or prohibit regulatory
approval of our product candidates or commercialization of any approved products. Further avenues of disruption to our clinical or eventual
commercial supply may also occur due to the sale, acquisition, business reprioritization, bankruptcy or other unforeseen circumstances
that might occur at any of our suppliers or contract manufacturing partners including an inability to come to terms on renewal of existing
contracts or new contracts.

 We
currently rely on single manufacturers to manufacture our pre-clinical and clinical trial drug supplies. With a view to maintaining business
continuity we are evaluating alternatives and second and even third sources of supply or manufacturing for our core suppliers and manufacturing
partners, however there can be no assurances that we will be able to identify such suppliers or partners and assuming we did, that we
would be able to enter into contracts that are on favorable terms or on terms that will enable sufficient supply to ensure business continuity
and support our growth plans.

 Our
product candidates require precise, high-quality manufacturing. Failure by our current contract manufacturer or other third-party manufacturers
we may engage in the future to achieve and maintain high manufacturing standards could result in patient injury or death, product recalls
or withdrawals, delays or failures in testing or delivery, cost overruns, or other problems that could seriously hurt our business. Contract
manufacturers may encounter difficulties involving production yields, quality control, and quality assurance. These manufacturers are
subject to ongoing periodic and unannounced inspections by the FDA and corresponding state and foreign agencies to ensure strict compliance
with cGMPs and other applicable government regulations and corresponding foreign standards; we do not have control over third-party manufacturers'
compliance with these regulations and standards.

 We currently plan to build out a manufacturing facility in the future
to operate for the purposes of manufacturing our own products. We have never built, owned or operated a manufacturing facility. There
can be no assurances that we will be able to successfully accomplish this and in doing so we may experience delays, cost overruns, or
other problems that could seriously hurt our business. Even if we successfully build out our planned manufacturing facility, we may not
realize the expected benefits of these efforts.

 We
depend on vendors with specialized operations, equipment and know-how to manufacture the respective components of our drug candidates.
We have entered into manufacturing and supply agreements with these third-parties, and in some instances, we have agreed that such vendor
be the exclusive manufacturer and supplier. If any of the third-parties we depend on encounter difficulties in their operations, fail
to comply with required regulations or breach their contractual obligations it may be difficult, or we may be unable to identify suitable
alternative third-party manufacturers. While we identify and evaluate third-party manufacturers from time to time, even if we do identify
suitable alternative third-parties, we may fail to reach agreement on contractual terms, it may be prohibitively expensive and there
can be no assurance that we can successfully complete technology transfer and development work necessary, or complete the necessary work
in a timely manner. Any of which could prevent us from commencing manufacturing with third-parties which could cause delays or suspension
of our clinical trials and pre-clinical work that may have a negative impact on our business.

 Furthermore, these third-party contractors,
whether foreign or domestic, may experience regulatory compliance difficulty, mechanical shutdowns, employee strikes, or any other unforeseeable
acts that may delay or limit production. Our inability to adequately establish, supervise and conduct (either ourselves or through third
parties) all aspects of the formulation and manufacturing processes, and the inability of third-party manufacturers to consistently supply
quality product when required would have a material adverse effect on our ability to develop or commercialize our products. We have faced
delays and risks associated with reliance on key third party manufacturers in the past and may be faced with such delays and risks in
the future. Any future manufacturing interruptions or related supply issues could have an adverse effect on our company, including delays
in clinical trials.

 If
we are successful in obtaining marketing approval from the FDA and/or other regulatory agencies for any of our product candidates, we
anticipate continued reliance on third-party manufacturers.

 To
date, our product candidates have been manufactured in small quantities for preclinical and clinical testing by third-party manufacturers.
If the FDA or other regulatory agencies approve any of our product candidates for commercial sale, we expect that we would continue to
rely, at least initially, on third-party specialized manufacturers to produce commercial quantities of approved products. These manufacturers
may not be able to successfully increase the manufacturing capacity for any approved product in a timely or economic manner, or at all.
Significant scale-up of manufacturing may require additional validation studies, which the FDA must review and approve. Scale-up for
commercial product may require financial commitment or investment by us, which we may not have sufficient capital for or may elect not
to undertake. If third party manufacturers are unable to successfully increase the manufacturing capacity for a product candidate, or
we are unable to establish our own manufacturing capabilities, the commercial launch of any approved products may be delayed or there
may be a shortage in supply, which in turn could have a material adverse effect on our business.

 In
addition, the facilities used by our contract manufacturers to manufacture our product candidates must be approved by the FDA pursuant
to inspections that will be conducted after we submit a BLA to the FDA. We do not control the manufacturing process of, and are completely
dependent on, our contract manufacturing partners for compliance with cGMPs. If our contract manufacturers cannot successfully manufacture
material that conforms to our specifications and the strict regulatory requirements of the FDA or other regulatory authorities, they
will not be able to secure and/or maintain regulatory approval for their manufacturing facilities. If the FDA or a comparable foreign
regulatory authority does not approve these facilities for the manufacture of our product candidates or if it withdraws any such approval
in the future, we may need to find alternative manufacturing facilities, which would significantly impact our ability to develop, obtain
regulatory approval for or market our product candidates, if approved.

 We
may have conflicts with our partners that could delay or prevent the development or commercialization of our product candidates.

 We
may have conflicts with our partners, such as conflicts concerning the interpretation of preclinical or clinical data, pertaining to
the global patient safety profile or efficacy results of our products, the achievement of milestones, the interpretation of contractual
obligations, payments for services, development obligations or the ownership of intellectual property developed during our collaboration.
We may seek to amend, modify or terminate agreements with partners, suppliers or service providers related to Iomab-B, Actimab-A or Iomab-ACT
but there can be no assurance that we can do so successfully or negotiate terms that are favorable to us. Failure of which can increase
the risk of or result in litigation or alternative dispute resolution options taken against us. Further, we may exercise our decision-making
authority under certain circumstances pertaining to global patient safety related to our products, which our partners may disagree with
and may result in potential conflicts and public disclosure of our rationale and position. If any conflicts arise with any of our partners,
such partner may act in a manner that is adverse to our best interests. Any such disagreement could result in one or more of the following,
each of which could delay or prevent the development or commercialization of our product candidates, and in turn prevent us from generating
revenues: unwillingness on the part of a partner to pay us milestone payments or royalties we believe are due under a collaboration;
uncertainty regarding ownership of intellectual property rights arising from our collaborative activities, which could prevent us from
entering into additional collaborations; unwillingness by the partner to cooperate in the development or manufacture of the product,
including providing us with product data or materials; unwillingness on the part of a partner to keep us informed regarding the progress
of its development and commercialization activities or to permit public disclosure of the results of those activities; initiating litigation
or alternative dispute resolution options by either party to resolve the dispute; or attempts by either party to terminate the agreement. Litigation
or alternative dispute resolution options can be lengthy and expensive, require significant time and attention from our management and
are highly uncertain. There can be no assurance that if we pursue, or a partner pursues litigation or alternative dispute resolution
options, that we will prevail. Monetary and equitable damages awarded against us could have a material adverse effect on our business.

 If
in the future we are unable to establish U.S. or global sales and marketing capabilities or enter into agreements with third parties
to sell and market our product candidates, we may not be successful in commercializing our product candidates if they are approved and
we may not be able to generate any revenue.

 We
currently do not have a marketing or sales team for the marketing, sales and distribution of any of our product candidates that may receive
regulatory approval. In order to commercialize any product candidates after approval, we must build on a territory-by-territory basis
marketing, sales, distribution, managerial and other non-technical capabilities or make arrangements with third parties to perform these
services, and we may not be successful in doing so. If our product candidates receive regulatory approval, we may decide to establish
an internal sales or marketing team with technical expertise and supporting distribution capabilities to commercialize our product candidates,
which will be expensive and time-consuming and will require significant attention of our executive officers to manage. Any failure or
delay in the development of our internal sales, marketing and distribution capabilities would adversely impact the commercialization
of any of our product candidates that we obtain approval to market.

 With
respect to the commercialization of all or certain of our product candidates, we may choose to collaborate, either globally or on a territory-by-territory
basis, with third parties that have direct sales forces and established distribution systems, either to augment our own sales force and
distribution systems or in lieu of our own sales force and distribution systems. If we are unable to enter into or maintain such arrangements
when needed on acceptable terms, or at all, we may not be able to successfully commercialize any of our product candidates that receive
regulatory approval or any such commercialization may experience delays or limitations. If we are not successful in commercializing our
product candidates, either on our own or through collaborations with one or more third parties, our future product revenue will suffer
and we may incur significant additional losses.

 We
face significant competition from other biotechnology and pharmaceutical companies.

 Our
product candidates face, and will continue to face, intense competition from large pharmaceutical and biotechnology companies, as well
as academic and research institutions. We compete in an industry that is characterized by (i) rapid technological change, (ii) evolving
industry standards, (iii) emerging competition and (iv) new product introductions. Our competitors have existing products and technologies
that will compete with our product candidates and technologies and may develop and commercialize additional products and technologies
that will compete with our product candidates and technologies. Because several competing companies and institutions have greater financial
resources than us, they may be able to (i) provide broader services and product lines, (ii) make greater investments in research and
development, or R&D, and (iii) carry on broader R&D initiatives. Our competitors also have greater development capabilities than
we do and have substantially greater experience in undertaking preclinical and clinical testing of product candidates, obtaining regulatory
approvals, and manufacturing and marketing pharmaceutical products. They also have greater name recognition and better access to customers
than us.

 Our
product candidates may cause undesirable side effects or have other properties that could halt their clinical development, prevent their
regulatory approval, limit their commercial potential, or result in significant negative consequences.

 Undesirable
side effects caused by our product candidates could cause us or regulatory authorities to interrupt, delay or halt clinical trials and
could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or other comparable foreign authorities.
The drug-related side effects could affect patient recruitment or the ability of enrolled patients to complete the trial or result in
potential product liability claims. Any of these occurrences may harm our business, financial condition and prospects significantly.
Even if any of our product candidates receives marketing approval, as greater numbers of patients use a product following its approval,
an increase in the incidence of side effects or the incidence of other post-approval problems that were not seen or anticipated during
pre-approval clinical trials could result in a number of potentially significant negative consequences, including:

 regulatory authorities
 may withdraw their approval of the product;

 regulatory authorities
 may require the addition of labeling statements, such as warnings or contraindications;

 we may be required to change
 the way the product is administered, conduct additional clinical trials or change the labeling of the product;

 we may elect, or we may
 be required, to recall or withdraw product from the market;

 we could be sued and held
 liable for harm caused to patients; and

 our reputation may suffer.

 Any
of these events could substantially increase the costs and expenses of developing, commercializing and marketing any such product candidates
or could harm or prevent sales of any approved products.

 Risks
Related to Our Intellectual Property

 We
depend upon securing and protecting critical intellectual property.

 We
are dependent on obtaining and maintaining patents, trade secrets, copyright and trademark protection of our technologies in the United
States and other jurisdictions, as well as successfully enforcing this intellectual property and defending this intellectual property
against third-party challenges. The degree of future protection of our proprietary rights is uncertain for product candidates that are
currently in the early stages of development because we cannot predict which of these product candidates will ultimately reach the commercial
market or whether the commercial versions of these product candidates will incorporate proprietary technologies.

 Our
patent position is highly uncertain and involves complex legal and factual questions.

 Accordingly,
we cannot predict the breadth of claims that may be allowed or enforced under our patents or in third-party patents. For example, we
or our licensors might not have been the first to make the inventions covered by each of our pending patent applications and issued patents;
we or our licensors might not have been the first to file patent applications for these inventions; others may independently develop
similar or alternative technologies or duplicate any of our technologies; it is possible that none of our pending patent applications
or the pending patent applications of our licensors will result in issued patents; our issued patents and issued patents of our licensors
may not provide a basis for commercially viable technologies, or may not provide us with any competitive advantages, or may be challenged
and invalidated by third parties; and, we may not develop additional proprietary technologies that are patentable.

 Furthermore,
the issuance of a patent, while presumed valid and enforceable, is not conclusive as to its validity or its enforceability and it may
not provide us with adequate proprietary protection or competitive advantages against competitors with similar products. Competitors
may also be able to design around our patents. Other parties may develop and obtain patent protection for more effective technologies,
designs or methods. We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or trade secrets by consultants,
vendors, former employees and current employees.

 Patent
rights are territorial, and patent protection extends only to those countries where we have issued patents. Filing, prosecuting and defending
patents on our products and product candidates in all countries and jurisdictions throughout the world would be prohibitively expensive,
and our intellectual property rights in some countries outside the United States could be less extensive than those in the United States.
Many countries, however, do not protect intellectual property to the same extent as the U.S. or Europe, and their litigation processes
differ. Competitors may successfully challenge or avoid our patents, or manufacture products in countries where we have not applied for
patent protection. Changes in the patent laws in the U.S. or other countries may diminish the value of our patent rights. As a result
of these and other factors, the scope, validity, enforceability, and commercial value of our patent rights are uncertain and unpredictable.

 Indeed,
several companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions.
The legal systems of some countries do not favor the enforcement of patents and other intellectual property rights, which could make
it difficult for us to stop the infringement, misappropriation or other violation of our intellectual property rights generally. Proceedings
to enforce our intellectual property rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention
from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications
at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that are initiated,
and the damages or other remedies awarded, if any, may not be commercially meaningful.

 The
patent positions of pharmaceutical companies, including our patent position, involve complex legal and factual questions, and, therefore,
the issuance, scope, validity and enforceability of any patent claims that we may obtain cannot be predicted with certainty. Patents,
if issued, may be challenged, deemed unenforceable, invalidated, or circumvented. A third-party may submit prior art, or we may become
involved in opposition, derivation, reexamination, inter partes review, post-grant review, supplemental examination, or interference
proceedings challenging our patent rights or the patent rights of our licensors or development partners. The costs of defending or enforcing
our proprietary rights in these proceedings can be substantial, and the outcome can be uncertain. An adverse determination in any such
submission or proceeding could reduce the scope of, or invalidate, our patent rights, allow third parties to commercialize our technology
or products and compete directly with us, or reduce our ability to manufacture or commercialize products. Furthermore, if the scope or
strength of protection provided by our patents and patent applications is threatened, it could discourage companies from collaborating
with us to license, develop or commercialize current or future products. The ownership of our proprietary rights could also be challenged.

 As
a result, our owned and licensed patents may not be valid, and we may not be able to obtain and enforce patents and to maintain trade
secret protection for the full commercial extent of our technology. The extent to which we are unable to do so could materially harm
our business.

 We
or our licensors have applied for and will continue to apply for patents for certain products and methods. Such applications may not
result in the issuance of any patents, and any patents now held or that may be issued may not provide us with adequate protection from
competition. Furthermore, it is possible that patents issued or licensed to us may be challenged successfully. In that event, if we have
a preferred competitive position because of such patents, such preferred position would be lost. If we are unable to secure or to continue
to maintain a preferred position, we could become subject to competition from the sale of generic products. Failure to receive, inability
to protect, or expiration of our patents for medical use, manufacture, conjugation and labeling of Ac-225, the antibodies that we license
from third parties, or subsequent related filings, would adversely affect our business and operations.

 Patents
issued or licensed to us may be infringed by the products or processes of others. Our ability to enforce our patent rights depends on
our ability to detect infringement. It is difficult to detect infringers who do not advertise the components that are used in their products.
Moreover, it may be difficult or impossible to obtain evidence of infringement in a competitor's or potential competitor's
product, particularly in litigation in countries other than the U.S. that do not provide an extensive discovery procedure. Any litigation
to enforce or defend our patent rights, if any, even if we were to prevail, could be costly and time-consuming and would divert the attention
of our management and key personnel from our business operations. We may not prevail in any lawsuits that we initiate and the damages
or other remedies awarded if we were to prevail may not be commercially meaningful.

 The
cost of enforcing our patent rights against infringers, if such enforcement is required, could be significant, and we may not have the
financial resources to fund such litigation. Further, such litigation can go on for years and the time demands could interfere with our
normal operations. There has been substantial litigation and other proceedings regarding patent and other intellectual property rights
in the pharmaceutical industry. We may become a party to patent litigation and other proceedings. The cost to us of any patent litigation,
even if resolved in our favor, could be substantial. Some of our competitors may be able to sustain the costs of such litigation more
effectively than we can because of their substantially greater financial resources. Litigation may also absorb significant management
time.

 Unpatented trade secrets, improvements, confidential know-how and continuing technological innovation are important to our scientific
and commercial success. Although we attempt to and will continue to attempt to protect our proprietary information through reliance on
trade secret laws and the use of confidentiality agreements with our partners, collaborators, employees and consultants and other appropriate
means, these measures may not effectively prevent disclosure of our proprietary information, and, in any event, others may develop independently,
or obtain access to, the same or similar information. In addition, we cannot guarantee that we have executed these agreements with each
party that may have or have had access to our trade secrets. Furthermore, if the employees and consultants who are parties to these agreements
breach or violate the terms of these agreements, we may not have adequate remedies for any such breach or violation, and we could lose
our trade secrets through such breaches or violations.

 Certain
of our patent rights are licensed to us by third parties. If we fail to comply with the terms of these license agreements, our rights
to those patents may be terminated, and we may be unable to conduct our business.

 If
we are found to be infringing patents or trade secrets owned by others, we may be forced to cease or alter our product development efforts,
obtain a license to continue the development or sale of our products, and/or pay damages.

 We
may not have identified all patents, published applications or published literature that affect our business either by blocking our ability
to commercialize our products, by preventing the patentability of one or more aspects of our products to us or our licensors, or by covering
the same or similar technologies that may affect our ability to market our products. For example, we (or our licensors) may not have
conducted a patent clearance search sufficient to identify potentially obstructing third party patent rights. Moreover, patent applications
in the United States are maintained in confidence for up to 18 months after their filing. In some cases, however, patent applications
remain confidential in the U.S. Patent and Trademark Office, or the USPTO, for the entire time prior to issuance as a U.S. patent. Patent
applications filed in countries outside of the United States are not typically published until at least 18 months from their first filing
date. Similarly, publication of discoveries in the scientific or patent literature often lags behind actual discoveries. We cannot be
certain that we or our licensors were the first to invent, or the first to file, patent applications covering our products and candidates.
We also may not know if our competitors filed patent applications for technology covered by our pending applications or if we were the
first to invent the technology that is the subject of our patent applications. Competitors may have filed patent applications or received
patents and may obtain additional patents and proprietary rights that block or compete with our patents.

 Our
manufacturing processes and potential products may violate proprietary rights of patents that have been or may be granted to competitors,
universities or others, or the trade secrets of those persons and entities. As the pharmaceutical industry expands and more patents are
issued, the risk increases that our processes and potential products may give rise to claims that they infringe the patents or trade
secrets of others. These other persons could bring legal actions against us claiming damages and seeking to enjoin clinical testing,
manufacturing and marketing of the affected product or process. If any of these actions are successful, in addition to any potential
liability for damages, we could be required to obtain a license in order to continue to conduct clinical tests, manufacture or market
the affected product or use the affected process. Required licenses may not be available on acceptable terms, if at all, and the results
of litigation are uncertain. If we become involved in litigation or other proceedings, it could consume a substantial portion of our
financial resources and the efforts of our personnel.

 In
addition to infringement or other intellectual property claims against us, we may become a party to other patent litigation or proceedings
before regulatory agencies, including post-grant review, inter parties review, interference or re-examination proceedings filed with
the U.S. Patent and Trademark Office (or similar proceedings before corresponding tribunals in other jurisdictions) that challenge our
patent rights or the patent rights of our licensors. The costs and efforts of defending our patents or enforcing our proprietary rights
in post-issuance administrative proceedings can be substantial and the outcome can be uncertain. An adverse determination in these proceedings
could weaken or invalidate the patent claims that cover our technology, which adverse determination could harm our business significantly
and dissuade companies from collaborating with us or permit third parties to directly compete with the same technology.

 Our
ability to protect and enforce our patents does not guarantee that we will secure the right to commercialize our potential products and
respective patents.

 A
patent is a limited monopoly right conferred upon an inventor, and his successors in title, in return for the making and disclosing of
a new and non-obvious invention. This monopoly is of limited duration but, while in force, allows the patent holder to prevent others
from making, using and/or selling its invention. While a patent gives the holder this right to exclude others, it is not a license to
commercialize an invention covered by the patent where other permissions may be required for commercialization to occur. For example,
a drug cannot be marketed without the appropriate authorization from the FDA, regardless of the existence of a patent covering the product.
Further, the invention, even if patented itself, cannot be commercialized if it infringes the valid patent rights of another party.

 We
rely on confidentiality agreements to protect our trade secrets. If these agreements are breached by our employees or other parties,
our trade secrets may become known to our competitors.

 We
rely on trade secrets that we seek to protect through numerous measures, including non-compete and confidentiality agreements with our
employees and other parties. If these agreements are breached, our competitors may obtain and use our trade secrets to gain a competitive
advantage over us. Any remedies that may be available to us may not be adequate to protect our business or compensate us for the damaging
disclosure. In addition, we may have to expend resources to protect our interests from possible infringement by others. For instance,
we learned that a former employee, Qing Liang, Ph. D., who was employed by Actinium in the position of Vice President, Head of Radiation
Sciences, violated the non-compete provision of her employment agreement by working for a direct competitor. Additionally, while working
for the direct competitor, Dr. Liang continued to provide consulting services to Actinium. We also learned that Dr. Liang was providing
consulting services to another company, which was in violation of certain provisions of her post-employment consulting agreement with
Actinium. Dr. Liang, who had access to materials containing proprietary information and trade secrets, pursuant to actions taken by Actinium,
is no longer employed by the direct competitor. With the assistance of outside counsel and a forensic investigator, we identified that
Dr. Liang downloaded confidential information prior to her employment at Actinium ending. To aid in arbitration proceedings, we petitioned
and were granted a Stipulated Preliminary Injunction by the Supreme Court of the State of New York, New York County (Index No. 656841/2022)
on June 28, 2022 that ordered that Dr. Liang is enjoined from destroying or deleting any Actinium documents or information, is enjoined
from using, transmitting or transferring any Actinium Information other than to her counsel or Actinium's counsel, ordered to return
Actinium information within 5 days of Stipulated Preliminary Injunction, ordered to disclose to Actinium under oath, all persons and
devices she transferred or disclosed Actinium Information, and ordered to allow a qualified forensic examiner selected by Actinium to
remove and permanently delete all Actinium Information from any electronic devices, systems, email accounts, or other electronic or physical
storage sites belonging to Dr. Liang. On April 25, 2023, a Final Award and Permanent Injunction was granted by the Supreme Court of the
State of New York, New York County (Case No. 01-22-0003-2375) that ordered that Dr. Liang is permanently enjoined from using, possessing,
transmitting or transferring any Actinium property, documents of business information.

 We
may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets of their
former employers.

 Our
employees may have been previously employed at other companies in the industry, including our competitors or potential competitors. Although
we are not aware of any claims currently pending against us, we may be subject to claims that these employees or we have inadvertently
or otherwise used or disclosed trade secrets or other proprietary information of the former employers of our employees. Litigation may
be necessary to defend against these claims. Even if we are successful in defending against these claims, litigation could result in
substantial costs and be a distraction to management. If we fail in defending such claims, in addition to paying money claims, we may
lose valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent our ability
to commercialize product(s), which would materially adversely affect our commercial development efforts.

 Obtaining
and maintaining patent protection depends on compliance with various procedures and other requirements, and our patent protection could
be reduced or eliminated in case of non-compliance with these requirements.

 Periodic
maintenance fees, renewal fees, annuity fees and various other governmental fees on patents and/or applications will be due to the relevant
patent agencies in several stages over the lifetime of the patents and /or applications. The relevant patent agencies require compliance
with a number of procedural, documentary, fee payment and other provisions during the patent application process. In many cases, an inadvertent
lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. However, there are situations
in which the failure to comply with the relevant requirements can result in the abandonment or lapse of the patent or patent application,
resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, our competitors might be able
to use our technologies and know-how which could have a material adverse effect on our business, prospects, financial condition and results
of operation.

 Risks
Related to Our Operations

 We
are highly dependent on our key personnel, and if we are not successful in attracting and retaining highly qualified personnel, we may
not be able to successfully implement our business strategy.

 Our
future operations and successes depend in large part upon the continued service of key members of our senior management team whom we
are highly dependent upon to manage our business. If any member of our current senior management terminates his or her employment with
us and we are unable to find a suitable replacement quickly, the departure could have a material adverse effect on our business.

 In
the third quarter of 2024, our overall headcount was reduced by approximately twenty percent, with a majority of departures coming from
our clinical and CMC groups. As a result of these departures, we expect our personnel expenses to be reduced by approximately $3.7 million
in 2025, which may be offset by additional hires or consultants. We do not expect these departures to have a material impact on our operations
or ability to execute our operating plan and are actively seeking a strategic partner for Iomab-B in the U.S. to advance the additional
studies and trials required by the FDA.

 An
overall tightening and increasingly competitive labor market has been observed in the U.S. employment market generally. Specific to the
biotechnology industry in which we operate, there is significant demand and competition for highly specialized talent that we require.
A sustained labor shortage or increased turnover rates within our employee base as a result of general macroeconomic factors of force
majeure events, or due to dynamics within our industry, could lead to increased costs, such as increased wage rates to attract and
retain employees, and could negatively affect our ability to efficiently conduct our clinical development, R&D, business development
and potential regulatory and commercial activities. If we are unable to hire and retain employees capable of performing at a high-level,
or if mitigation measures we may take to respond to a decrease in labor availability, have unintended negative effects, our business
could be adversely affected. An overall labor shortage, lack of skilled labor, increased turnover or labor inflation, general macroeconomic
factors or as a result of biotechnology industry dynamics could have a material adverse impact on our operations, results of operations,
liquidity or cash flows.

 Our
future success also depends on our ability to identify, attract, hire, or engage, retain, and motivate other well-qualified managerial,
technical, clinical and regulatory personnel. This activity is likely to create additional demands on the time and attention of our senior
management personnel as they identify, hire, and train external and internal candidates to fill the sizable number of positions required
to execute our business plans, including submitting a BLA and building a commercial organization. The market for talent in our industry
is very competitive. Many of the other biopharmaceutical companies we compete against for qualified personnel have greater financial
and other resources, more favorable risk profiles and a longer operating history in the biopharmaceutical industry than we do. They also
may provide more diverse opportunities and better chances for career advancement. Some of these opportunities may be more appealing to
high-quality candidates than what we have to offer. There can be no assurance that such professionals will be available in the market,
or that we will be able to retain existing professionals or meet or continue to meet their compensation requirements. Furthermore, the
cost base in relation to such compensation, which may include equity compensation, may increase significantly, which could have a material
adverse effect on us. Failure to establish and maintain an effective management team and workforce could adversely affect our ability
to operate, grow and manage our business.

 Managing
our growth as we expand operations may strain our resources.

 We
expect to need to grow rapidly in order to support additional, larger, and potentially international, pivotal clinical trials of our
product candidates as well as potential commercial operations in the future, which will place a significant strain on our financial,
managerial and operational resources. In order to achieve and manage growth effectively, we must continue to improve and expand our operational
and financial management capabilities. Moreover, we will need to increase staffing and to train, motivate and manage our employees. All
of these activities will increase our expenses and may require us to raise additional capital sooner than expected. Failure to manage
growth effectively could materially harm our business, financial condition or results of operations.

 The
use of hazardous materials, including radioactive and biological materials, in our research and development efforts imposes certain compliance
costs on us and may subject us to liability for claims arising from the use or misuse of these materials.

 Our
research, development and manufacturing activities involve the controlled use of hazardous materials, including chemicals, radioactive
and biological materials, such as radioactive isotopes. We are subject to federal, state, local and foreign environmental laws and regulations
governing, among other matters, the handling, storage, use and disposal of these materials and some waste products. We cannot completely
eliminate the risk of contamination or injury from these materials, and we could be held liable for any damages that result, which could
exceed our financial resources. We currently maintain insurance coverage for injuries resulting from the hazardous materials we use;
however, future claims may exceed the amount of our coverage. Also, we do not have insurance coverage for pollution cleanup and removal.
Currently the costs of complying with such federal, state, local and foreign environmental regulations are not significant, and consist
primarily of waste disposal expenses. However, they could become expensive, and current or future environmental laws or regulations may
impair our research, development, production and commercialization efforts.

 We
may undertake international operations, which will subject us to risks inherent with operations outside of the United States.

 Although
we do not have any international operations at this time, we intend to seek market clearances in foreign markets that we believe will
generate significant opportunities. However, even with the cooperation of a commercialization partner, conducting drug development in
foreign countries involves inherent risks, including, but not limited to difficulties in staffing, funding and managing foreign operations;
unexpected changes in regulatory requirements; export restrictions; tariffs and other trade barriers; difficulties in protecting, acquiring,
enforcing and litigating intellectual property rights; fluctuations in currency exchange rates; and potentially adverse tax consequences.

 If
we were to experience any of the difficulties listed above, or any other difficulties, any international development activities and our
overall financial condition may suffer and cause us to reduce or discontinue our international development and registration efforts.

 We
expect to expand our development and regulatory capabilities and potentially implement sales, marketing and distribution capabilities,
and, as a result, we may encounter difficulties in managing our growth, which could disrupt our operations.

 We
expect to experience growth in the number of our employees and the scope of our operations, particularly in the areas of product candidate
development, regulatory affairs and, if any of our product candidates receives marketing approval, sales, marketing, and distribution.

 We
currently do not have a marketing or sales team for the marketing, sales and distribution of any of our product candidates that are potentially
able to obtain regulatory approval. In order to commercialize any product candidates, we must build on a territory-by-territory basis
marketing, sales, distribution, managerial and other non-technical capabilities or make arrangements with third parties to perform these
services, and we may not be successful in doing so. If our product candidates receive regulatory approval, we intend to establish an
internal sales or marketing team with technical expertise and supporting distribution capabilities to commercialize our product candidates,
which will be expensive and time consuming and will require significant attention of our executive officers to manage. We will also have
to compete with other pharmaceutical and biotechnology companies to recruit, hire, train and retain marketing and sales personnel. Any
failure or delay in the development of our internal sales, marketing and distribution capabilities would adversely impact the commercialization
of any of our product candidates that we obtain approval to market.

 To manage our anticipated future growth, we must continue to implement
and improve our managerial, operational, and financial systems, expand our facilities, and continue to recruit and train additional qualified
personnel. Due to our limited financial resources and the limited experience of our management team in managing a public company with
such anticipated growth, we may not be able to effectively manage the expansion of our operations or recruit and train additional qualified
personnel. The expansion of our operations may lead to significant costs and may divert our management and business development resources.
Any inability to manage growth could delay the execution of our business plans or disrupt our operations.

 We
continuously evaluate our business strategy and may modify our strategy as necessary to respond to developments in our business and other
factors, and any such modification, if not successful, could have a material adverse effect on our business, financial condition, and
results of operations.

 We
continuously evaluate our business strategy and modify our plans as necessary to achieve our objectives in response to changing circumstances.
As part of such a process, we may delay, modify or discontinue the development of certain of our drug candidates and choose alternative
approaches if we believe such changes would be in our best interest. We may also expand or alter our research and development activities
from time to time and redirect allocation of our resources. We have implemented such changes in our business strategy and may continue
to do so in the future. There can be no assurances that any product development or other changes that we implement will be successful
or that, after implementation of any such changes, that we will not refocus our efforts on new or different objectives.

 We
may expand our business through the acquisition of rights to new product candidates that could disrupt our business, harm our financial
condition and may also dilute current stockholders' ownership interests in our company.

 Our
business strategy includes expanding our products and capabilities, and we may seek acquisitions of product candidates, antibodies or
technologies to do so. Acquisitions involve numerous risks, including substantial cash expenditures; potentially dilutive issuance of
equity securities; incurrence of debt and contingent liabilities, some of which may be difficult or impossible to identify at the time
of acquisition; difficulties in assimilating acquired technologies or the operations of the acquired companies; diverting our management's
attention away from other business concerns; risks of entering markets in which we have limited or no direct experience; and the potential
loss of our key employees or key employees of the acquired companies.

 We
can make no assurances that any acquisition will result in short-term or long-term benefits to us. We may incorrectly judge the value
or worth of an acquired product, company or business. In addition, our future success would depend in part on our ability to manage the
rapid growth associated with some of these acquisitions. We cannot assure that we will be able to make the combination of our business
with that of acquired products, businesses or companies work or be successful. Furthermore, the development or expansion of our business
or any acquired products, business or companies may require a substantial capital investment by us. We may not have these necessary funds,
or they might not be available to us on acceptable terms or at all. We may also seek to raise funds by selling shares of our preferred
or common stock, which could dilute each current stockholder's ownership interest in the Company.

 Risks
Related to Ownership of Our Common Stock

 The
sale of securities by us in any equity or debt financing could result in dilution to our existing stockholders and have a material adverse
effect on our earnings.

 We
have financed our operations primarily through sales of stock and warrants. It is likely that during the next twelve months we will seek
to raise additional capital through the sales of stock and warrants in order to expand our level of operations to continue our research
and development efforts.

 Any sale of common stock by us in a future offering could result in dilution to our existing stockholders as
a direct result of our issuance of additional shares of our capital stock. In addition, our business strategy may include expansion through
internal growth or by establishing strategic relationships with targeted customers and vendors. In order to do so, or to finance the
cost of our other activities, we may issue additional equity securities that could dilute our stockholders' stock ownership. We
may also assume additional debt and incur impairment losses related to goodwill and other tangible assets if we acquire another company
and this could negatively impact our earnings and results of operations.

 Our
common stock is subject to price volatility which could lead to losses by stockholders and potential costly security litigation.

 The
trading volume of our common stock has been and may continue to be extremely limited and sporadic. We expect the market price of our
common stock to fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned
growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions
in the economy and the financial markets or other developments affecting our competitors or us. This volatility has had a significant
effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have
the same effect on our common stock.

 The
trading price of our common stock may be highly volatile and could fluctuate in response to factors such as:

 actual or anticipated variations
 in our operating results;

 announcements of developments
 by us or our competitors;

 the timing of IND and/or
 BLA approval, the completion and/or results of our clinical trials;

 regulatory actions regarding
 our products;

 announcements by us or
 our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

 adoption of new accounting
 standards affecting our industry;

 additions or departures
 of key personnel;

 introduction of new products
 by us or our competitors;

 sales of our common stock
 or other securities in the open market;

 inaccurate or unfavorable
 reports from securities or industry analysts; and

 other events or factors,
 many of which are beyond our control.

 The
stock market is subject to significant price and volume fluctuations. In the past, following periods of volatility in the market price
of a company's securities, securities class action litigation has often been initiated against such a company. Litigation initiated
against us, whether or not successful, could result in substantial costs and diversion of our management's attention and our resources,
which could harm our business and financial condition.

 We
do not intend to pay dividends on our common stock, so any returns will be determined by the value of our common stock.

 We
have never declared or paid any cash dividends on our common stock. For the foreseeable future, it is expected that earnings, if any,
generated from our operations will be used to finance the growth of our business, and that no dividends will be paid to holders of our
common stock. As a result, the success of an investment in our common stock will depend upon any future appreciation in its value. There
is no guarantee that our common stock will appreciate in value.

 Certain
provisions of our Certificate of Incorporation and Bylaws and Delaware law make it more difficult for a third party to acquire us and
make a takeover more difficult to complete, even if such a transaction were in our stockholders' interest.

 Provisions
of our certificate of incorporation and bylaws may delay or discourage transactions involving an actual or potential change in our control
or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions
that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price
of our stock. Among other things, the certificate of incorporation and bylaws:

 provide that the authorized
 number of directors may be changed by resolution of the board of directors;

 provide that all vacancies,
 including newly-created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority
 of directors then in office, even if less than a quorum;

 divide the board of directors
 into three classes;

 provide that stockholders
 seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of
 stockholders must provide notice in writing in a timely manner, and meet specific requirements as to the form and content of a stockholder's
 notice;

 In
addition, we are governed by Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a public Delaware
corporation from engaging in a "business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved
in a prescribed manner. A "business combination" includes mergers, asset sales or other transactions resulting in a financial
benefit to the stockholder. An "interested stockholder" is a person who, together with affiliates and associates, owns, or
within three years, did own, 15% or more of the corporation's outstanding voting stock. These provisions may have the effect of
delaying, deferring or preventing a change in our control.

 General
Risk Factors

 We face risks associated with litigation
and claims.

 We are subject to certain legal proceedings, as further described under
"Legal Proceedings." In addition, from time to time, we may become involved in various claims, disputes and legal or regulatory
proceedings that arise in the ordinary course of business and relate to contractual and other obligations. Due to the uncertainties of
litigation, we can give no assurance that we will prevail on any claims made against us in any such lawsuit. Also, we can give no assurance
that any other lawsuits or claims brought in the future will not have an adverse effect on our financial condition, liquidity, or operating
results. Adverse outcomes in some or all of these claims may result in significant monetary damages that could adversely affect our ability
to conduct our business.

 Compliance
with the reporting requirements of federal securities laws can be expensive.

 We
are subject to the information and reporting requirements of the Exchange Act and other federal securities laws, and the compliance obligations
of the Sarbanes-Oxley Act. The costs of preparing and filing annual and quarterly reports and other information with the Securities and
Exchange Commission and furnishing audited reports to stockholders are substantial. In addition, we will incur substantial expenses in
connection with the preparation of registration statements and related documents with respect to any offerings of our common stock.

 Our
ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.

 Our
ability to utilize our federal net operating loss and tax credit carryforwards may be limited under Sections 382 and 383 of the Internal
Revenue Code of 1986, as amended, or the Code. The limitations apply if we experience an "ownership change", generally
defined as a greater than 50 percentage point change in the ownership of our equity by certain stockholders over a rolling three-year
period. Similar provisions of state tax law may also apply. We have not assessed whether such an ownership change has previously
occurred. If we have experienced an ownership change at any time since our formation, we may already be subject to limitations on
our ability to utilize our existing net operating losses and other tax attributes to offset taxable income. In addition, future changes
in our stock ownership, which may be outside of our control, may trigger an ownership change and, consequently, the limitations under
Sections 382 and 383 of the Code. As a result, if or when we earn net taxable income, our ability to use our pre-change net operating
loss carryforwards and other tax attributes to offset such taxable income may be subject to limitations, which could adversely affect
our future cash flows.

 Failure
to establish and maintain adequate finance infrastructure and accounting systems and controls could impair our ability to comply with
the financial reporting and internal controls requirements for publicly traded companies.

 As
a public company, we operate in an increasingly demanding regulatory environment, including with respect to more complex accounting rules.
Company responsibilities required by the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, include establishing and
maintaining corporate oversight and adequate internal control over financial reporting and disclosure controls and procedures. Effective
internal controls are necessary for us to produce reliable financial reports and are important to help prevent financial fraud.

 Our
compliance with Section 404 of the Sarbanes-Oxley Act requires that we incur substantial accounting expense and expend significant management
efforts. We complied with Section 404 at December 31, 2024 and 2023 and while our testing did not reveal any material weaknesses in our
internal controls, any material weaknesses in our internal controls in the future would be required us to remediate in a timely manner
so as to be able to comply with the requirements of Section 404 each year. If we are not able to comply with the requirements of Section
404 in a timely manner each year, we could be subject to sanctions or investigations by the SEC, NYSE American or other regulatory authorities
which would require additional financial and management resources and could adversely affect the market price of our common stock. Furthermore,
if we cannot provide reliable financial reports or prevent fraud, our business and results of operations could be harmed, and investors
could lose confidence in our reported financial information.

 If
securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the price of
our common stock and trading volume could decline.

 The
trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about
us or our business. Multiple securities and industry analysts currently cover us. If one or more of the analysts downgrade our common
stock or publish inaccurate or unfavorable research about our business, the price of our common stock would likely decline. If one or
more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which
could cause the price of our common stock and trading volume to decline.

 Our
amended and restated bylaws, as amended, designate the U.S. federal district courts as the exclusive forum for
the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

 Our
amended and restated bylaws, as amended, provide that, unless we consent in writing to the selection of an alternative forum,
the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause
of action arising under the Securities Act of 1933, as amended. In addition, our amended and restated bylaws, as amended, state that
any person purchasing or otherwise acquiring any interest in our security shall be deemed to have notice of and to have consented to
such provision. Such choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds
favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits, if successful, might
benefit our stockholders. Stockholders who do bring a claim in the federal district courts of the United States of America could face
additional litigation costs in pursuing any such claim.

 Tariff policies and potential countermeasures
could increase our costs and disrupt our global supply chain, which could negatively impact the results of our operations.

 President Trump has increased,
and has indicated his willingness to continue to increase, the use of tariffs by the U.S. to accomplish certain U.S. policy goals. Such
tariffs and any countermeasures could increase the cost of raw materials and components necessary for our operations, disrupt our global
supply chain and create additional operational challenges. Further, it is possible that government policy changes and related uncertainty
about policy changes could increase market volatility. Because of these dynamics, we cannot predict the impact of any future changes to
the U.S.'s or other countries' trading relationships or the impact of new laws or regulations adopted by the U.S. or other
countries on our business. Such changes in tariffs and trade regulations could have a material adverse effect on our financial condition,
results of operations and cash flows.

 ITEM
1B. UNRESOLVED STAFF COMMENTS.

 None.

 ITEM
1C. CYBERSECURITY.

 The
Company operates in the biotechnology sector and is subject to various cybersecurity risks that could adversely affect the Company's
business, financial condition or results of operations, including intellectual property theft, fraud, extortion, harm to employees, collaborators
or vendors, violation of privacy laws and other litigations, legal and reputational risk.

 The Company acknowledges that an actual or perceived
breach of its information assets could damage its reputation, interfere with the progress of clinical trials, or interfere with efforts
to pursue regulatory approvals for its product candidates. The Company also recognizes that an actual or perceived breach of its information
assets could impact the Company's business strategy, operations, or financial condition, as well as subject Actinium to third–party
lawsuits, regulatory fines or other actions or liabilities, any of which could adversely affect the Company. For further information,
see "Risk Factors—Our business is subject to cybersecurity risks" in Item 1A of this Annual Report on Form 10–K.

 Actinium's
Risk Management Strategy:

 The
Company recognizes the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard its
information systems and protect the confidentiality, integrity, and availability of its data. With that objective, the Company undertook
a focused cybersecurity assessment conducted by an independent cybersecurity advisory firm to better understand the current cybersecurity
threats and risks necessary to establish the foundation of a cybersecurity risk assessment framework appropriate for its current business
operations and needs. The Company has also engaged well-known and established technology suppliers to support its key technology processes
and operating technical security management activities including threat, vulnerability, and network security management.

 The
Company has established an Incident Response Policy and recovery plans to address its response to a cybersecurity incident, and such
plans are tested and evaluated on a regular basis. This includes continuous security operation centers monitoring of the Company's
systems and accounts.

 The
Company proactively mitigates its financial exposure to cybersecurity incidents by maintaining a cyber liability insurance policy. However,
the Company's cyber liability insurance may be inadequate or may not be available in the future on acceptable terms, or at all.
In addition, the Company's cyber liability insurance policy may not cover all claims made against the Company. Defending a suit,
regardless of its merit, could be costly and divert management's attention from the Company's business and operations.

 To
date, Actinium has not experienced any material cybersecurity incident that affected the Company's operations or financial condition.

 Governance:

 We
rely on a multidisciplinary team including third-party service providers to assess how identified cybersecurity threats could impact
our business. The Company's cybersecurity function is managed by the Company's Chief Financial Officer, who assumes the overall
responsibility and accountability of the function and with select members of the Company's management is collectively responsible
for the day–to–day assessment and management of cybersecurity risks, their prevention, mitigation, detection, and remediation.
Our Chief Financial Officer and other members of management have undergone various briefings from our cybersecurity advisory firm to
prepare them to effectively assess and manage material risks from cybersecurity threats. Additionally, members of the third-party service
providers have cybersecurity experience and/or certifications.

 The
 Company's Board is involved in overseeing our risk management processes and policies that may be implemented from time to time.
 The Audit Committee will coordinate these activities through regular interactions with the Company's management including but not
limited to: presentations regarding recent developments, potential risks associated with third parties, emerging trends, any relevant
findings or any incident that rises to the level of established thresholds.

 The
risk factors discussed in this document should be considered together with information included elsewhere in the Annual Report on Form
10–K and should not be considered as the only risks to which the Company is exposed.

 ITEM
2. PROPERTIES.

 We do not own any real property.
We have leased offices at 100 Park Avenue, New York, NY effective June 1, 2022. The lease has a term of 5 years 2 months, with an expiration
date in 2027, and a current annual rate of $623 thousand. We are also responsible for certain other costs, such as insurance, taxes, utilities
and maintenance. We issued a letter of credit in connection with the lease and as of December 31, 2024, maintain a $324 thousand certified
deposit as collateral for the letter of credit.

 We lease lab space and office space at Albert
Einstein College of Medicine, 1300 Morris Park Avenue, Bronx, NY. The lease has a term of twelve months, expiring August 31, 2025, with
a current annual rate of $140 thousand.

 ITEM
3. LEGAL PROCEEDINGS.

 From time to time, we may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in
these or other matters may arise from time to time that may harm business.

 On March 27, 2025, a
putative class action complaint (the "Complaint") was filed by alleged stockholder Nihil Kohil against the Company and
executives Sandesh Seth, Avinash Desai, Madhuri Vusirikala, and Sergio Giralt, styled Kohil v. Actinium Pharmaceuticals,
Inc., et al., Case No. 1:25-cv-02553 in the Southern District of New York, wherein, the Complaint alleges that the defendants
made material misrepresentations and omissions concerning the Iomab-B Phase 3 Sierra Trial and the plaintiff asserts claims against
all defendants pursuant to section 10(b) of the Securities Exchange Act (the "Exchange Act") and Rule 10b-5 promulgated
thereunder, as well as additional claims against the individual defendants pursuant to Section 20(a) of the Exchange Act. The
Complaint purports to assert class action claims on behalf of all persons and entities that purchased or otherwise acquired Actinium
securities between October 31, 2022 and August 2, 2024. Plaintiff seeks unspecified damages. The defendants have not yet
responded to the complaint, and they intend to vigorously defend themselves against the plaintiff's allegations.

 The Company and other defendants
intend to defend vigorously against such claims, however, there can be no assurances as to the outcome.

 ITEM
4. MINE SAFETY DISCLOSURES.

 Not
Applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS, AND ISSUER PURCHASE OF EQUITY SECURITIES.

 Market
Information

 Our
common stock is listed for quotation on the NYSE American under the symbol "ATNM".

 Holders

 As
of March 28, 2025, there were 31,195,891 shares of common stock issued and outstanding, which were held by approximately 100 holders
of record. There are no shares of preferred stock outstanding.

 Dividends

 We
have never declared or paid any cash dividends on our common stock. For the foreseeable future, it is expected that earnings, if any,
generated from our operations will be used to finance the growth of our business, and that no dividends will be paid to holders of our
common stock. The decision to pay dividends is at the discretion of our Board of Directors and depends upon our financial condition,
results of operations, capital requirements, and other factors that our Board of Directors deems relevant.

Authorized for Issuance under Equity Compensation Plans

 We
currently have one equity compensation plan. The Company's 2019 Amended and Restated Stock Plan, (the "2019 Plan")
has an expiration date of October 18, 2029 and the number of shares of our common stock authorized under the plan for grant to employees,
directors and consultants is 9,333,333 shares.

 We
had two equity compensation plans that expired on September 9, 2023; the Company's Amended and Restated 2013 Stock Plan and the
Company's 2013 Equity Incentive Plan.

 The
following table indicates shares of common stock authorized for issuance under our equity compensation plans as of December 31, 2024:

 Plan category

 securities to
 be issued
 upon exercise
 of outstanding
 options and restricted stock units
 (1)

 Weighted-
 average
 exercise
 price of
 outstanding
 options
 (2)

 securities
 remaining
 available
 for future
 issuance

 Equity compensation plans approved by security holders

 5,437,413

 $
 6.48

 4,322,664

 Equity compensation plans not approved by security holders

 -

 -

 -

 Total

 5,437,413

 $
 6.48

 4,322,664

 (1)

 Includes shares issuable
 upon the conversion of outstanding restricted stock units ("RSUs").

 (2)

 The Weighted Average Exercise
 Price column does not include an amount for outstanding RSUs.

 ITEM
6. RESERVED.

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 The information and financial
data discussed below is derived from the audited consolidated financial statements of Actinium Pharmaceuticals, Inc. for its fiscal years
ended December 31, 2024 and 2023. The consolidated financial statements of Actinium Pharmaceuticals, Inc. were prepared and presented
in accordance with generally accepted accounting principles in the United States. The information and financial data discussed below
is only a summary and should be read in conjunction with the historical financial statements and related notes of Actinium Pharmaceuticals,
Inc. contained elsewhere in this Report. The financial statements contained elsewhere in this Report fully represent Actinium Pharmaceuticals,
Inc.'s financial condition and operations; however, they are not indicative of the Company's future performance. See "Cautionary
Note Regarding Forward-Looking Statements" above for a discussion of forward-looking statements and the significance of such statements
in the context of this Report. See also "Risk Factors" in Part I, Item 1A of this Report for a discussion of risks and
uncertainties that could impact Actinium Pharmaceuticals, Inc.'s future financial condition, operations and performance.

 Actinium Pharmaceuticals,
Inc. ("Actinium", the "Company", or "we") is a pioneer in the development of targeted radiotherapies
intended to meaningfully improve outcomes for patients with relapsed or refractory cancer who have failed existing therapies. We operate
as a single operating segment focused on research, discovery, and clinical development of targeted radiotherapies.

 Results
of Operations – Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023

 The
following table sets forth, for the periods indicated, data derived from our statements of operations:

 For the years ended

 Increase

 (amounts in thousands)

 2024

 2023

 (Decrease)

 Revenue:

 Revenue

 $
 -

 $
 -

 $
 -

 Other revenue

 -

 (81
)

 Total revenue

 -

 (81
)

 Operating expenses:

 Research and development, net of reimbursements

 30,045

 38,670

 (8,625
)

 General and administrative

 12,076

 13,331

 (1,255
)

 Total operating expenses

 42,121

 52,001

 (9,880
)

 Other income:

 Interest income – net

 3,878

 3,102

 Total other income

 3,878

 3,102

 $
 (38,243
)

 $
 (48,818
)

 $
 (10,575
)

 Revenues

 We
recorded no commercial revenues for the years ended December 31, 2024 and 2023, respectively.

 Other
revenue

 The
National Institutes of Health awarded us a Small Business Technology Transfer cost reimbursable grant to support a clinical collaboration
with Memorial Sloan Kettering Cancer Center, or MSK, to study Iomab-ACT, our CD45-targeting Antibody Radio-Conjugate, for targeted conditioning
to achieve lymphodepletion prior to administration of a CD19-targeted CAR T-cell therapy developed at MSK. We recognized other revenue
during the year ended December 31, 2023 of $0.1 million from this grant.

 On
April 7, 2022, we entered into a License Agreement with Immedica, pursuant to which Immedica licensed the exclusive product rights for
commercialization of Iomab-B in certain countries in the EUMENA region. Upon signing, we were entitled to an upfront, non-refundable
payment of $35.0 million from Immedica, which was received in May 2022. Under the terms of the License Agreement, we are eligible to
receive certain regulatory and commercial milestone payments and royalties on net sales of the product in certain countries that may
result from the License Agreement. We continue to retain commercialization rights in the U.S. and rest of the world.

 Our
contract liabilities are recorded within Other revenue deferred – current liability or Long-term license revenue deferred in our
condensed consolidated balance sheets depending on the short-term or long-term nature of the payments to be recognized. Our contract
liabilities primarily consist of advanced payments from licensees. Long-term license revenue deferred was $35.0 million at December 31,
2024 and December 31, 2023, resulting from the receipt from Immedica; this deferred revenue will be recognized upon the European Union's
regulatory approval of Iomab-B or provision of definitive feedback that Iomab-B will not receive approval in the European Union.

 Research
and Development Expenses, net of reimbursements

 Research and development expenses
decreased by $8.6 million to $30.0 million for the year ended December 31, 2024, compared to $38.7 million for the year ended December
31, 2023. This decrease was primarily due to CMC expenses declining by $12.0 million and consulting expenses declining by $1.7 million
due to lower CMC activity related to Iomab-B. These declines were partially offset by increased preclinical expenses of $5.0 million.

 In
the third quarter of 2024, our overall headcount was reduced by approximately twenty percent, with a majority of these former employees
being from our clinical and CMC groups. As a result of these departures, we expect our personnel expenses to be reduced by approximately
$3.7 million in 2025, which may be offset by additional hires or consultants. We do not expect these departures to have a material impact
on our operations or ability to execute our operating plan.

 General
and Administrative Expenses

 General and administrative
expenses decreased by $1.3 million to $12.1 million for the year ended December 31, 2024, compared to $13.3 million for the year ended
December 31, 2023. Lower expenses were primarily the result of lower consulting fees and legal fees of $1.6 million and lower compensation
expense of $0.6 million due to lower headcount, partially offset by higher non-cash compensation expense of $1.2 million.

 Other
Income

 Other
income is comprised of net interest income in both reporting periods. Other income of $3.9 million for the year ended December 31, 2024
increased from $3.1 million for the year ended December 31, 2023 primarily due to higher average interest rates.

 Net
Loss

 Net
loss decreased by $10.6 million to $38.2 million for the year ended December 31, 2024, compared to $48.8 million for the year ended December
31, 2023 due to lower research and development expenses, lower general and administrative expenses and a higher level of other income.

 Liquidity
and Capital Resources

 Historically,
we have financed our operations primarily through sales of our common stock and common stock equivalents. The following tables sets forth
selected cash flow information for the periods indicated:

 For the years ended

 (amounts in thousands)

 2024

 2023

 Cash used in operating activities

 $
 (33,072
)

 $
 (47,335
)

 Cash used in investing activities

 (11
)

 (153
)

 Cash provided by financing activities

 29,321

 14,870

 Net change in cash, cash equivalents and restricted cash

 $
 (3,762
)

 $
 (32,618
)

 Net
cash used in operating activities for the year ended December 31, 2024 was $33.1 million, a decrease of $14.2 million from $47.3 million
in the prior-year period, primarily as a result of a lower net loss of $10.8 million and a decrease in net operating assets and liabilities of $2.2 million.

 Net
cash used in investing activities was $11 thousand and $153 thousand for the years ended December 31, 2024 and December 31, 2023, respectively,
primarily due to the purchase of equipment for our laboratory space.

 In
August 2020, we entered into the Capital on Demand Sales Agreement with JonesTrading Institutional Services LLC, or JonesTrading,
pursuant to which we are able to sell, from time to time, through or to JonesTrading, up to an aggregate of $200 million of our common
stock. On June 28, 2022, we entered into an Amendment and Restated Capital on Demand Sales Agreement, or the Amended Sales Agreement,
with JonesTrading and B. Riley Securities, Inc. ("B. Riley"). The Amended Sales Agreement modifies the original Capital on
Demand Sales Agreement to include B. Riley as an additional sales agent thereunder. Shares of common stock were offered pursuant
to a shelf registration statement on Form S-3 (File No. 333-242322) filed with the SEC on August 7, 2020 (the "Prior Shelf Registration
Statement"). On August 11, 2023, we filed a registration statement on Form S-3 (File No. 333-273911), and amended on February 2,
2024, which was declared effective on February 5, 2024, to replace the Prior Shelf Registration Statement, including a base prospectus
which covers the offering, issuance and sale of up to $500 million of common stock, preferred stock, warrants, units and/or subscription
rights; and a sales agreement prospectus covering the offering, issuance and sale of up to a maximum aggregate offering price of $200
million of common stock that may be issued and sold under the Amended Sales Agreement. For the year ended December 31, 2024, we sold
3.5 million shares of common stock, resulting in gross proceeds of $29.9 million and net proceeds of $29.3 million. For the year ended
December 31, 2023, we sold 1.9 million shares of common stock, resulting in gross proceeds of $15.1 million and net proceeds of $14.6
million.

 We
entered into a lease for corporate office space effective June 1, 2022. The lease has a term of five years and two months, with an expiration
date in 2027, and current annual rent of $0.6 million. We are also responsible for certain other costs, such as insurance, utilities
and maintenance. We issued a letter of credit in connection with the lease and as of December 31, 2024 maintain a $0.3 million certified
deposit as collateral for the letter of credit.

 We
will require additional funds to conduct clinical and non-clinical trials, achieve regulatory approvals, and, subject to such approvals,
commercially launch our product candidates, and will need to secure additional financing in the future to support our operations. As
of the date of filing this report, we expect that our existing resources will be more than sufficient to fund our planned operations
for more than 12 months following the date of this report. We base this belief on assumptions that are subject to change, and we may
be required to use our available cash and cash equivalent resources sooner than we currently expect. Our actual future capital requirements
will depend on many factors, including the progress and results of our ongoing clinical trials, the duration and cost of discovery and
preclinical development, laboratory testing and clinical trials for our pipeline candidates, the timing and outcome of regulatory review
of our product candidates, the costs involved in preparing, filing, prosecuting, maintaining, defending, and enforcing patent claims
and other intellectual property rights, the number and development requirements of other pipeline candidates that we pursue, and the
costs of commercialization activities, including product marketing, sales, and distribution.

 We
expect to continue to operate at a net loss as we continue our research and development efforts, continue to conduct clinical trials
and develop manufacturing, sales, marketing and distribution capabilities. There can be no assurance that the products under development
by us will be approved for sale in the United States or elsewhere. Our ability to obtain additional capital may depend on prevailing
economic conditions and financial, business, and other factors beyond our control. Current economic conditions have been, and continue
to be, volatile. Continued instability in these market conditions may limit our ability to access the capital necessary to fund and grow
our business.

 Off-Balance
Sheet Arrangements

 We
do not have any off-balance sheet arrangements.

 Critical
Accounting Estimates

 Our management's discussion
and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States ("GAAP"). The preparation of these financial
statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and the disclosure
of contingent assets and liabilities in our consolidated financial statements during the reporting periods. These items are monitored
and analyzed by us for changes in facts and circumstances, and material changes in these estimates could occur in the future. We base
our estimates on historical experience, known trends and events, and on various other factors that we believe are reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known.
Actual results may differ materially from these estimates under different assumptions or conditions. The Company does not have any critical
accounting estimates.

 Recently
Adopted Accounting Pronouncements

 In November 2023, the Financial
Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU 2023-07, Segment Reporting (Topic 280), Improvements
to Reportable Segment Disclosures, which provides improvements to reportable segment disclosure requirements, primarily through enhanced
disclosures around segment expenses. ASU 2023-07 requires us to disclose significant segment expenses that are regularly provided to the
chief operating decision maker, or CODM, and included within each reported measure of segment profit or loss. ASU 2023-07 also requires
that we disclose an amount for other segment items by reportable segment, a description of their composition and provide all annual disclosures
about a reportable segment's profit or loss and assets pursuant to Topic 280 during interim periods. We must also disclose the CODM's
title and position, as well as certain information around the measures used by the CODM and an explanation of how the CODM uses the reported
measures in assessing segment performance and deciding how to allocate resources. For public entities with a single reportable segment,
such as us, the entity must provide all the disclosures required pursuant to ASU 2023-07 and all existing segment disclosures under Topic
280. The amendments of ASU 2023-07 are effective for annual periods beginning January 1, 2024, and effective for interim periods beginning
January 1, 2025. We adopted this standard effective January 1, 2024 and reported on it in this Annual Report on Form 10-K for the year
ended December 31, 2024.

 Recently
Issued Accounting Pronouncements

 In
November 2024, FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic
220-40), to improve the disaggregation of expenses within the consolidated statement of operations. The amendments in ASU 2024-03 require
disclosures in the notes to the consolidated financial statements and specified information about certain costs and expenses. The amendments
require that at each interim and annual reporting period an entity disclose (a) employee compensation, (b) depreciation, and (c) intangible
asset amortization included in each relevant expense caption; include certain amounts that are already required to be disclosed under
current GAAP in the same disclosure as the other disaggregation requirements; and disclose a qualitative description of the amounts remaining
in relevant expense captions that are not separately disaggregated quantitatively. The amendments in ASU 2024-03 are effective January
1, 2027 and effective for interim periods beginning January 1, 2028. We will evaluate the impact of ASU 2024-03 on our financial statements.

 In
December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance the
transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide improvements primarily related
to the rate reconciliation and income taxes paid information included in income tax disclosures. We will be required to disclose additional
information regarding reconciling items equal to or greater than five percent of the amount computed by multiplying pretax income (loss)
by the applicable statutory tax rate. Similarly, we will be required to disclose income taxes paid (net of refunds received) equal to
or greater than five percent of total income taxes paid (net of refunds received). The amendments in ASU 2023-09 are effective for fiscal
years beginning January 1, 2025, including interim periods. We will evaluate the impact of ASU 2023-09 on our financial statements.

 Subsequent Events

 On March 27, 2025, a putative
class action complaint (the "Complaint") was filed by alleged stockholder Nihil Kohil against the Company and executives Sandesh
Seth, Avinash Desai, Madhuri Vusirikala, and Sergio Giralt, styled Kohil v. Actinium Pharmaceuticals, Inc., et al., Case No.
1:25-cv-02553 in the Southern District of New York, wherein, the Complaint alleges that the defendants made material misrepresentations
and omissions concerning the Iomab-B Phase 3 Sierra Trial and the plaintiff asserts claims against all defendants pursuant to section
10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 10b-5 promulgated thereunder, as well
as additional claims against the individual defendants pursuant to Section 20(a) of the Exchange Act. The Complaint purports to
assert class action claims on behalf of all persons and entities that purchased or otherwise acquired Actinium securities between October
31, 2022 and August 2, 2024. Plaintiff seeks unspecified damages.

 The defendants have not yet
responded to the complaint, and they intend to vigorously defend themselves against the plaintiff's allegations however, there can
be no assurances as to the outcome.

 On March 31, 2025, our Board
of Directors of approved the cancellation of certain stock options to purchase 5,149,944 shares of common stock held by certain current
employees and directors that were initially granted under the Company's Amended and Restated 2013 Stock Plan and 2019 Amended and
Restated Stock Plan. Such cancellation is subject to the consent of the applicable holder of the stock options, which the Company is expecting
to receive shortly following the filing of this Annual Report on Form 10-K. Our Compensation Committee intends to conduct an analysis
of our equity compensation plan and develop an equity compensation strategy that satisfies the purpose of the 2019 Plan to attract and
retain the best available personnel who can make meaningful contributions towards achieving the business objectives of the Company.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required
under this item.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Stockholders and Board of Directors of

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Actinium Pharmaceuticals, Inc. (the "Company") as of December
31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders' equity and cash flows for each
of the two years in the period ended December 31, 2024 and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024,
in conformity with accounting principles generally accepted in the United States of America.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/
 Marcum llp

 Marcum
 llp

 We
have served as the Company's auditor since 2012.

 Houston,
Texas

 March
31, 2025

 F- 1

Consolidated Balance Sheets

 (amounts
in thousands, except share and per share data)

 2024

 2023

 Assets

 Current Assets:

 Cash and cash equivalents

 $
 72,904

 $
 76,677

 Prepaid expenses and other current assets

 1,602

 1,586

 Total Current Assets

 74,506

 78,263

 Property and equipment, net of accumulated depreciation of $ 891 and $ 694

 Restricted cash – long term

 Operating lease right-of-use assets

 1,685

 2,289

 Finance leases right-of-use assets

 Total Assets

 $
 76,899

 $
 81,445

 Liabilities and Stockholders' Equity

 Current Liabilities:

 Accounts payable and accrued expenses

 $
 7,568

 $
 7,953

 Operating leases current liability

 Finance leases current liability

 Total Current Liabilities

 8,148

 8,494

 Long-term license revenue deferred

 35,000

 35,000

 Long-term operating lease obligations

 1,553

 Long-term finance lease obligations

 Total Liabilities

 44,141

 45,066

 Commitments and contingencies

 Stockholders' Equity:

 Preferred stock, $ 0.001 par value; 50,000,000 shares authorized, 0 shares issued and outstanding

 -

 -

 Common stock, $ 0.001 par value; 1,000,000,000 shares authorized; 31,195,891 and 27,634,213 shares issued and outstanding at December 31, 2024 and 2023, respectively

 Additional paid-in capital

 408,553

 373,934

 Accumulated deficit

 ( 375,826
)

 ( 337,583
)

 Total Stockholders' Equity

 32,758

 36,379

 Total Liabilities and Stockholders' Equity

 $
 76,899

 $
 81,445

 See
accompanying notes to the consolidated financial statements.

 F- 2

Consolidated Statements of Operations

 (amounts
in thousands, except share and per share data)

 For the Year ended

 2024

 2023

 Revenue

 Revenue

 $
 -

 $
 -

 Other Revenue

 -

 Total revenue

 -

 Operating expenses:

 Research and development, net of reimbursements

 30,045

 38,670

 General and administrative

 12,076

 13,331

 Total operating expenses

 42,121

 52,001

 Loss from operations

 ( 42,121
)

 ( 51,920
)

 Other income:

 Interest income – net

 3,878

 3,102

 Total other income

 3,878

 3,102

 $
 ( 38,243
)

 $
 ( 48,818
)

 Net loss per common share – basic and diluted

 $
 ( 1.27
)

 $
 ( 1.83
)

 Weighted average common shares outstanding – basic and diluted

 30,070,028

 26,604,045

 See
accompanying notes to the consolidated financial statements.

 F- 3

Consolidated Statements of Changes in Stockholders' Equity

For the Years Ended December 31, 2024 and 2023

 (amounts in thousands, except share amounts)

 Additional

 Common Stock

 Paid-In

 Accumulated

 Stockholders'

 Shares

 Amount

 Capital

 Deficit

 Balance, January 1, 2023

 25,674,823

 $

 $
 355,220

 $
 ( 288,765
)

 $
 66,481

 Stock-based compensation

 13,144

 -

 3,842

 -

 3,842

 Sale of common stock, net of offering costs

 1,902,005

 14,610

 -

 14,612

 Issuance of common stock from exercise of stock options

 44,241

 -

 -

 -

 -

 ( 48,818
)

 ( 48,818
)

 Balance, December 31, 2023

 27,634,213

 $

 $
 373,934

 $
 ( 337,583
)

 $
 36,379

 Stock-based compensation

 13,394

 -

 5,292

 -

 5,292

 Sale of common stock, net of offering costs

 3,538,136

 29,252

 -

 29,255

 Issuance of common stock from exercise of stock options

 10,148

 -

 -

 -

 -

 ( 38,243
)

 ( 38,243
)

 Balance, December 31, 2024

 31,195,891

 $

 $
 408,553

 $
 ( 375,826
)

 $
 32,758

 See
accompanying notes to the consolidated financial statements.

 F- 4

Consolidated Statements of Cash Flows

 (amounts
in thousands)

 For the Year ended

 2024

 2023

 Cash Flows from Operating Activities:

 $
 ( 38,243
)

 $
 ( 48,818
)

 Adjustments to reconcile net loss to net cash used in/provided by operating activities:

 Stock-based compensation expense

 5,292

 3,842

 Depreciation expense

 Amortization of right-of-use assets

 Changes in operating assets and liabilities:

 Prepaid expenses and other current assets

 ( 15
)

 Accounts payable and accrued expenses

 ( 387
)

 ( 2,177
)

 Operating lease right-of-use assets

 -

 ( 527
)

 Operating lease liabilities

 ( 530
)

 ( 494
)

 Net Cash Used In
 Operating Activities

 ( 33,072
)

 ( 47,335
)

 Cash Flows Used in Investing Activities:

 Purchase of property and equipment

 ( 11
)

 ( 153
)

 Net Cash Used In Investing Activities

 ( 11
)

 ( 153
)

 Cash Flows from Financing Activities:

 Payments on finance leases

 ( 9
)

 ( 4
)

 Proceeds from sales of shares of common stock, net of offering costs

 29,255

 14,612

 Proceeds from the exercise of stock options

 Net Cash Provided By Financing Activities

 29,321

 14,870

 Net change in cash, cash equivalents and restricted cash

 ( 3,762
)

 ( 32,618
)

 Cash, cash equivalents and restricted cash at beginning of year

 76,990

 109,608

 Cash, cash equivalents and restricted cash at end of year

 $
 73,228

 $
 76,990

 Supplemental disclosures of cash flow information:

 Cash paid for interest

 $
 -

 $
 -

 Cash paid for taxes

 $
 -

 $
 -

 Supplemental disclosure of non-cash investing and financing activities:

 Right-of-use assets obtained in exchange for lease liabilities

 $
 -

 $

 See
accompanying notes to the consolidated financial statements.

 F- 5

Notes to Consolidated Financial Statements

 Note
1 - Description of Business and Summary of Significant Accounting Policies

 Nature
of Business - Actinium Pharmaceuticals, Inc. is a biopharmaceutical company developing ARCs and other targeted radiotherapies to
deliver cancer-killing radiation with cellular level precision to treat patients with high unmet medical needs.

 Principles
of Consolidation - The consolidated financial statements include the Company's accounts and those of the Company's wholly
owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

 Use
of Estimates in Financial Statement Presentation - The preparation of these consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses
during the reporting period. Actual results could differ from those estimates.

 Segment
Information - The Company operates as a single operating and reportable segment for the purposes of assessing performance and allocating
resources. The Company's chief operating decision maker is its Chief Executive Officer, who reviews total assets in the consolidated
balance sheets and net loss and its components in the consolidated statements of operations: research and development expenses, general and administrative expenses, and interest income, for the purposes of making operating decisions,
assessing financial performance, and allocating resources. All assets are in the United States.

 Cash
and Cash Equivalents and Restricted Cash - The Company considers all highly liquid accounts with original maturities of three months
or less to be cash equivalents. The Company holds most of its cash equivalents in a Money Market account comprised of U.S. Treasury notes.
Balances held by the Company are typically in excess of Federal Deposit Insurance Corporation insured limits.

 Following
is a summary of cash, cash equivalents and restricted cash at December 31, 2024 and December 31, 2023:

 2024

 2023

 Cash and cash equivalents

 $
 72,904

 $
 76,677

 Restricted cash – long-term

 Cash, cash equivalents and restricted cash

 $
 73,228

 $
 76,990

 Restricted
cash relates to certificates of deposit held as collateral for letters of credit issued in connection with the Company's leases
of corporate office spaces.

 Property
and Equipment - Machinery and equipment are recorded at cost and depreciated on a straight-line basis over estimated useful lives
of three to five years. Furniture and fixtures are recorded at cost and depreciated on a straight-line basis over estimated useful lives
of seven years. When assets are retired, the cost and related accumulated depreciation are removed from the accounts, and any related
gain or loss is reflected in operations. Repairs and maintenance expenditures are charged to operations when incurred. Capitalized lease
assets are recorded at the lesser of the present value of minimum lease payments or fair value and amortized over the estimated useful
life of the related property or term of the lease.

 Leases
- The Company has an operating lease for corporate office space and a finance lease for office equipment located at the corporate
office space. Leases with an initial term of 12 months or less are not recorded on the balance sheet; lease expense for these leases
is recognized on a straight-line basis over the lease term.

 F- 6

 Fair
Value Measurement - Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability,
in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the
highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

 Revenue
Recognition - The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue From
Contracts With Customers ("ASC 606"). Under ASC 606, an entity recognizes revenue when its customer obtains control of
promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods
or services. To determine revenue recognition for arrangements within the scope of ASC 606, the entity performs the following five steps:
(i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction
price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract;
and (v) recognize revenue as the entity satisfies a performance obligation. The Company only applies the five-step model to contracts
when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers
to the customer.

 At
contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses whether the promised goods
or services promised within each contract are distinct and, therefore, represent a separate performance obligation. Goods and services
that are determined not to be distinct are combined with other promised goods and services until a distinct bundle is identified. In
determining whether goods or services are distinct, the Company evaluates certain criteria, including whether (i) the customer can
benefit from the good or service either on its own or together with other resources that are readily available to the customer (capable
of being distinct) and (ii) the good or service is separately identifiable from other goods or services in the contract (distinct
in the context of the contract).

 The
Company then determines the transaction price, which is the amount of consideration it expects to be entitled from a customer in exchange
for the promised goods or services for each performance obligation and recognizes the associated revenue as each performance obligation
is satisfied. The Company's estimate of the transaction price for each contract includes all variable consideration to which it
expects to be entitled. Variable consideration includes payments in the form of collaboration milestone payments. If an arrangement includes
collaboration milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates
the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue
reversal would not occur, the associated milestone value is included in the transaction price.

 ASC
606 requires the Company to allocate the arrangement consideration on a relative standalone selling price basis for each performance
obligation after determining the transaction price of the contract and identifying the performance obligations to which that amount should
be allocated. The relative standalone selling price is defined in the revenue standard as the price at which an entity would sell a promised
good or service separately to a customer. The Company then recognizes as revenue the amount of the transaction price that is allocated
to the respective performance obligation as each performance obligation is satisfied, either at a point in time or over time, and if
over time, recognition is based on the use of an output or input method.

 Collaborative
Arrangements - The Company follows the accounting guidance for collaboration agreements with third parties, which requires that certain
transactions between the Company and collaborators be recorded in its consolidated statements of operations on either a gross basis or
net basis, depending on the characteristics of the collaborative relationship, and requires enhanced disclosure of collaborative relationships.
The Company evaluates its collaboration agreements for proper classification in its consolidated statements of operations based on the
nature of the underlying activity. When the Company has concluded that it has a customer relationship with one of its collaborators,
the Company follows the guidance of ASC 606.

 Grant
Revenue - The Company has a grant from a government-sponsored entity for research and development related activities that
provides for payments for reimbursed costs, which included overhead and general and administrative costs as well as an
administrative fee. The Company recognizes revenue from grants as it performed services under this arrangement. Associated expenses
are recognized when incurred as research and development expense. Revenue and related expenses are presented gross in the
consolidated statements of operations. There was no grant revenue for the year ended December 31, 2024.

 F- 7

 License
Revenue - The Company entered into a product licensing agreement whereby the Company allowed a third party to commercialize a certain
product in specified territories using the Company's trademarks. The terms of this arrangement includes payment to the Company
for a combination of one or more of the following: upfront license fees; development, regulatory and sales-based milestone payments;
and royalties on net sales of licensed products. The Company uses its judgment to determine whether milestones or other variable consideration
should be included in the transaction price.

 Upfront
license fees: If the license to the Company's intellectual property is determined to be distinct from the other performance
obligations identified in the arrangement, the Company will recognize revenue from upfront license fees allocated to the license when
the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled
with other promises, the Company determines whether the combined performance obligation is satisfied over time or at a point in time.

 Development,
regulatory or commercial milestone payments: At the inception of each arrangement that includes payments based on the achievement
of certain development, regulatory and sales-based or commercial events, the Company evaluates whether the milestones are considered
probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. If it
is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price.
Milestone payments that are not within the Company's or the licensee's control, such as regulatory approvals, are not considered
probable of being achieved until regulatory approval is received. At the end of each subsequent reporting period, the Company will re-evaluate
the probability of achieving such development and regulatory milestones and any related constraint, and if necessary, adjust the Company's
estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis and recorded as part of license
revenue during the period of adjustment.

 Sales-based
milestone payments and royalties: For arrangements that include sales-based royalties, including milestone payments based on the
volume of sales, the Company will determine whether the license is deemed to be the predominant item to which the royalties or sales-based
milestones relate and if such is the case, the Company will recognize revenue at the later of (i) when the related sales occur, or (ii)
when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

 Upfront
payments and fees may require deferral of revenue recognition to a future period until the Company performs its obligations under these
arrangements or when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur or when
the uncertainty associated with any variable consideration is subsequently resolved. Amounts payable to the Company are recorded as accounts
receivable when the Company's right to consideration is unconditional.

 Research
and Development Costs - Research and development costs are expensed as incurred. These costs include the costs of manufacturing drug
product, the costs of clinical trials, costs of employees and associated overhead, and depreciation and amortization costs related to
facilities and equipment. Research and development reimbursements are recorded by the Company as a reduction of research and development
costs.

 Share-Based
Payments - The Company estimates the fair value of each stock option award at the grant date by using the Black-Scholes option pricing
model. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee
is required to provide service in exchange for the award. The Company accounts for forfeitures of stock options as they occur.

 Income
Taxes - The Company accounts for income taxes in accordance with ASC 740 Income Taxes, which requires the asset and liability
method to calculate deferred taxes. Deferred taxes are recognized based on the differences between the financial reporting and income
tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to
reverse. The Company reviews deferred tax assets for a valuation allowance based upon whether it is more likely than not that the deferred
tax asset will be fully realized.

 ASC
740 prescribes guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions. Tax positions
must meet a "more-likely-than-not" recognition threshold to be recognized. There were no tax positions for which it is considered
reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next year.
The Company recognizes interest related to unrecognized tax benefits in interest expense and penalties in operating expenses.

 F- 8

 Net
Loss Per Common Share - Basic loss per common share is computed by dividing the net loss available to common stockholders by the
weighted average number of common shares outstanding during the reporting period. For periods of net loss, diluted loss per share is
calculated similarly to basic loss per share because the impact of all potential dilutive common shares is anti-dilutive.

 For
the years ended December 31, 2024 and 2023, the Company's potentially dilutive shares, which include outstanding common stock options,
restricted stock units and warrants, have not been included in the computation of diluted net loss per share as the result would have
been anti-dilutive.

 2024

 2023

 Stock Options

 5,137

 5,445

 Restricted Stock Units

 Warrants

 1,442

 Total

 5,444

 7,192

 Subsequent
Events - The Company's management reviewed all material events through the date the consolidated financial statements were
issued for subsequent event disclosure consideration.

 Recently
Adopted Accounting Pronouncements - In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements
to Reportable Segment Disclosures, which provides improvements to reportable segment disclosure requirements, primarily through enhanced
disclosures around segment expenses. ASU 2023-07 requires the Company to disclose significant segment expenses that are regularly provided
to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss. ASU 2023-07
also requires that the Company disclose an amount for other segment items by reportable segment, a description of their composition and
provide all annual disclosures about a reportable segment's profit or loss and assets pursuant to Topic 280 during interim periods.
The Company must also disclose the CODM's title and position, as well as certain information around the measures used by the CODM
and an explanation of how the CODM uses the reported measures in assessing segment performance and deciding how to allocate resources.
For public entities with a single reportable segment, the entity must provide all the disclosures required pursuant to ASU 2023-07 and
all existing segment disclosures under Topic 280. The amendments of ASU 2023-07 are effective for the Company for annual periods beginning
January 1, 2024, and effective for interim periods beginning January 1, 2025. The Company adopted this standard effective January 1,
2024 and reported on it in this Annual Report on Form 10-K for the year ended December 31, 2024.

 Recently
Issued Accounting Pronouncements - In November 2024, FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense
Disaggregation Disclosures (Subtopic 220-40), to improve the disaggregation of expenses within the consolidated statement of operations.
The amendments in ASU 2024-03 require disclosures, in the notes to the consolidated financial statements, specified information about
certain costs and expenses. The amendments require that at each interim and annual reporting period an entity disclose (a) employee compensation,
(b) depreciation, and (c) intangible asset amortization included in each relevant expense caption; include certain amounts that are already
required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements; and disclose a qualitative
description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The amendments
in ASU 2024-03 are effective January 1, 2027, and effective for interim periods beginning January 1, 2028. The Company will evaluate
the impact of ASU 2024-03 on its financial statements.

 In
December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance the
transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide improvements primarily related
to the rate reconciliation and income taxes paid information included in income tax disclosures. The Company will be required to disclose
additional information regarding reconciling items equal to or greater than five percent of the amount computed by multiplying pretax
income (loss) by the applicable statutory tax rate. Similarly, the Company will be required to disclose income taxes paid (net of refunds
received) equal to or greater than five percent of total income taxes paid (net of refunds received). The amendments in ASU 2023-09 are
effective January 1, 2025, including interim periods. The Company will evaluate the impact of ASU 2023-09 on its financial statements.

 F- 9

 Note
2 - Prepaid Expenses and Other Current Assets

 Prepaid
expenses and other current assets consisted of the following at December 31, 2024 and 2023:

 2024

 2023

 Prepaid insurance

 $

 $

 Prepaid clinical trial expenses

 Other prepaid expenses and other current assets

 Total prepaid expenses and other current assets

 $
 1,602

 $
 1,586

 Note
3 - Property and Equipment

 Property
and equipment consisted of the following at December 31, 2024 and 2023:

 Lives

 2024

 2023

 Lab equipment

 5 years

 $

 $

 Office equipment and furniture

 3 - 7 years

 Less: accumulated depreciation

 ( 891
)

 ( 694
)

 Property and equipment, net

 $

 $

 Depreciation
expense consisted of the following for the years ended December 31, 2024 and 2023, respectively:

 2024

 2023

 Research and development

 $

 $

 General and administrative

 Total depreciation expense

 $

 $

 Note
4 - Leases

 The
Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys
to the Company the right to control the use of a fixed asset for a period of time in exchange for consideration. Control of an underlying
asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic
benefits from using the underlying asset. The Company has lease agreements which include lease and non-lease components, which the Company
has elected to account for as a single lease component for all classes of underlying assets. Lease expense for variable lease components
are recognized when the obligation is probable. The Company made an accounting policy election to exclude from balance sheet reporting
those leases with initial terms of 12 months or less.

 Right-of-use
assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ASC 842
requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily
determined, its incremental borrowing rate. As an implicit interest rate was not readily determinable in the Company's leases,
the incremental borrowing rate was used based on the information available at commencement date in determining the present value of lease
payments.

 F- 10

 The
lease term for all of the Company's leases includes the non-cancellable period of the lease plus any additional periods covered
by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option
to extend (or not to terminate) the lease controlled by the lessor. Options for lease renewals have been excluded from the lease term
(and lease liability) for the Company's leases as the reasonably certain threshold is not met.

 As
of December 31, 2024, the Company has two leases which have been capitalized in accordance with ASC 842, one for corporate office space
and one for office equipment. The Company entered into a lease for corporate office space effective June 1, 2022. The lease has a term
of 5 years and 2 months, with an expiration date on July 30, 2027 and current annual rent of $ 0.6 million. The Company is also responsible
for certain other costs, such as insurance, utilities and maintenance. During the year ended December 31, 2023, the Company spent $ 0.5
million on improvements at its corporate office space, which were included in the value of the operating right-to-use asset.

 The
components of lease expense are as follows:

 Year ended
 2024

 Year ended
 2023

 Operating lease expense

 $

 $

 Finance lease cost

 Amortization of right-to-use assets

 $

 $

 Interest on lease liabilities

 $

 $
 -

 Total finance lease cost

 $

 Supplemental
cash flow information related to leases are as follows:

 Year ended

 2024

 2023

 Cash flow information:

 Cash paid for amounts included in the measurement of lease liabilities:

 Operating cash flow use from operating leases

 $

 $

 Operating cash flow use from finance leases

 $

 $
 -

 Financing cash flow use from finance leases

 $

 $

 Non-cash activity:

 Right-of-use assets obtained in exchange for lease obligations:

 Operating leases

 $
 -

 $
 -

 Finance leases

 $
 -

 $

average remaining lease terms are as follows at December 31, 2024:

 Weighted average remaining lease term:

 Operating leases

 2.6 years

 Finance leases

 2.0 years

 As
the interest rate implicit in the leases was not readily determinable at the time that the leases were evaluated, the Company used its
incremental borrowing rate based on the information available in determining the present value of lease payments. The Company's
incremental borrowing rate was based on the term of the lease, the economic environment of the lease and reflect the rate the Company
would have had to pay to borrow on a secured basis. Below is information on the weighted average discount rates used at the time that
the leases were evaluated:

 Weighted average discount rates:

 Operating leases

 4.8
 %

 Finance leases

 6.2
 %

 F- 11

 Maturities
of lease liabilities are as follows:

 Year ending December 31,

 Operating
 Leases

 Finance
 Leases

 2025

 2026

 2027

 -

 Total lease payments

 $
 1,653

 $

 Less imputed interest

 ( 100
)

 ( 2
)

 Present value of lease liabilities

 $
 1,553

 $

 Note
5 - Other Revenue

 The
Company has a grant from a government-sponsored entity for research and development related activities that provides for payments for
reimbursed costs, which includes overhead and general and administrative costs as well as an administrative fee. The Company recognized
revenue from grants as it performed services under this arrangement. Associated expenses are recognized when incurred as research and
development expense. Other revenue recognized from this grant during the year ended December 31, 2023 was $ 0.1 million.

 On
April 7, 2022, the Company entered into a license and supply agreement (the "License Agreement") with Immedica Pharma AB
("Immedica"), pursuant to which Immedica licensed the exclusive product rights for commercialization of Iomab-B (I-131 apamistamab)
in the European Economic Area, Middle East and North Africa ("EUMENA"), including Algeria, Andorra, Bahrain, Cyprus, Egypt,
Iran, Iraq, Israel, Jordan, Kuwait, Lebanon, Libya, Monaco, Morocco, Oman, Palestine, Qatar, San Marino, Saudi Arabia, Switzerland, Syria,
Tunisia, Turkey, the United Arab Emirates, the United Kingdom, the Vatican City and Yemen. Upon signing, the Company was entitled to
an upfront, non-refundable payment of $ 35 million from Immedica, which was received in May 2022. Under the terms of the License Agreement,
the Company is eligible to receive certain regulatory and commercial milestone payments and royalties on net sales of the product in
certain countries that may result from the License Agreement. The Company continues to retain commercialization rights in the U.S. and
rest of the world.

 The
Company's contract liabilities are recorded within Other revenue deferred – current liability or Long-term license revenue
deferred in its condensed consolidated balance sheets, depending on the short-term or long-term nature of the payments to be recognized.
The Company's contract liabilities primarily consist of advanced payments from licensees. Long-term license revenue deferred was
$ 35.0 million at December 31, 2024 and December 31, 2023; this deferred revenue will be recognized upon European Union's regulatory
approval of Iomab-B or provision of definitive feedback that Iomab-B will not receive approval in the European Union.

 Note
6 - Commitments and Contingencies

 On
June 15, 2012, the Company entered into a license and sponsored research agreement with Fred Hutchinson Cancer Research Center ("FHCRC")
to build upon previous and ongoing clinical trials with apamistamab (licensed antibody). FHCRC has completed both a Phase 1 and Phase
2 clinical trial with apamistamab. The Company has been granted exclusive rights to the antibody and related master cell bank developed
by FHCRC. A milestone payment of $ 1 million will be due to FHCRC upon FDA approval of the first drug utilizing the licensed antibody.
Upon commercial sale of the drug, royalty payments of 2 % of net sales will be due to FHCRC.

 Note
7 - Equity

 In
August 2020, the Company entered into the Capital on Demand Sales Agreement with JonesTrading Institutional Services LLC, "JonesTrading",
pursuant to which the Company may sell, from time to time, through or to JonesTrading, up to an aggregate of $ 200 million of its common
stock. On June 28, 2022, the Company entered into an Amended and Restated Capital on Demand Sales Agreement (the "A&R
Sales Agreement") with JonesTrading and B. Riley Securities, Inc. ("B. Riley"). The A&R Sales Agreement modifies
the original Capital on Demand Sales Agreement to include B. Riley Securities as an additional sales agent thereunder. Shares
of common stock were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-242322) filed with the SEC on August
7, 2020 (the "Prior Shelf Registration Statement"). On August 11, 2023, the Company filed a registration statement on Form
S-3 (File No. 333-273911), which registration statement was amended on February 2, 2024, and declared effective on February 5, 2024,
to replace the Prior Shelf Registration Statement, including a base prospectus which covers the offering, issuance and sale of up to
$ 500 million of common stock, preferred stock, warrants, units and/or subscription rights; and a sales agreement prospectus covering
the offering, issuance and sale of up to a maximum aggregate offering price of $ 200 million of common stock that may be issued and sold
under the Amended Sales Agreement.

the year ended December 31, 2024, the Company sold 3.5 million shares of common stock, resulting in gross proceeds of $ 29.9 million and
net proceeds of $ 29.3 million. During the year ended December 31, 2023, the Company sold 1.9 million shares of common stock, resulting
in gross proceeds of $ 15.1 million and net proceeds of $ 14.6 million.

 F- 12

 The
Company presently has one equity compensation plan, the 2019 Amended and Restated Stock Plan, (the "2019 Plan"). The 2019
Plan has an expiration date of October 18, 2029 and the number of shares of our common stock authorized under the plan for grant
to employees, directors and consultants is 9,333,333 shares.

 The
Company had two equity compensation plans that expired on September 9, 2023; the Company's Amended and Restated 2013 Stock Plan
and the Company's 2013 Equity Incentive Plan.

 Stock

 Following
is a summary of stock option activity for the years ended December 31, 2024 and 2023:

 (in thousands, except for per-share amount)

 Exercise
 Price ($)

 Remaining
 Contractual
 Term
 (in years)

 Aggregate
 Intrinsic
 Value ($)

 Outstanding, January 1, 2023

 3,396

 8.00

 8.85

 15,204

 2,402

 5.28

 Exercised

 ( 44
)

 5.92

 Cancelled

 ( 309
)

 8.30

 Outstanding, December 31, 2023

 5,445

 6.80

 8.70

 5.47

 Exercised

 ( 10
)

 7.39

 Cancelled

 ( 452
)

 10.04

 Outstanding, December 31, 2024

 5,137

 6.48

 7.04

 -

 Exercisable, December 31, 2024

 2,555

 10.63

 7.84

 -

2024, the Company granted newly hired employees options to purchase 0.2 million shares of common stock with an exercise price ranging
from $ 7.20 to $ 8.15 per share, a term of 10 years, and a vesting period of 4 years. The options have an aggregated fair value of
$ 0.6 million that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model
include: (1) discount rate range from 4.19 % to 4.45 % (2) expected life of 6 years, (3) expected volatility range from 80.5 % to 90.5 %,
and (4) zero expected dividends.

2023, the Company granted its employees and members of the Board of Directors options to purchase 2.4 million shares of common stock
with an exercise price ranging from $ 5.00 to $ 11.60 per share, a term of 10 years, and a vesting period from 4 to 4.2 years. The
options have an aggregated fair value of $ 9.0 million that was calculated using the Black-Scholes option-pricing model. Variables used
in the Black-Scholes option-pricing model include: (1) discount rate range from 3.5 % to 4.82 % (2) expected life of 6 years, (3) expected
volatility range from 79.0 % to 81.6 %, and (4) zero expected dividends.

the years ended December 31, 2024 and 2023, options to purchase 0.5 million and 0.3 million common shares were cancelled, respectively,
upon the termination of employment.

 The fair values of all options
issued and outstanding are being amortized over their respective vesting periods. The unrecognized compensation expense at December 31,
2024 was $ 9.1 million related to unvested options, which is expected to be expensed over a weighted average of 2.6 years. During 2024
and 2023, the Company recorded total option expense of $ 4.6 million and $ 3.2 million, respectively.

 Restricted
Stock Units

 Following
is a summary of restricted stock unit ("RSUs") activity for the years ended December 31, 2024 and 2023:

 (in thousands, except for per-share amount)

 RSUs

 Grant Date Fair Value Per Share ($)

 Outstanding, January 1, 2023

 5.96

 8.31

 -

 -

 Cancelled

 ( 25
)

 7.31

 Outstanding, December 31, 2023

 5.89

 -

 -

 -

 -

 Cancelled

 ( 5
)

 8.31

 Outstanding, December 31, 2024

 5.85

 F- 13

 The
RSUs vest at the earliest of a change of control event, the termination of the recipient's continuous service status for any reason
other than by the Company for cause and the third anniversary of the date of the grant. The fair value of the RSUs, $ 1.8 million, was
determined based on the stock prices on the dates of the grants and each RSU grant is being recognized over its respective three-year
period. The unrecognized compensation expense at December 31, 2024 of $ 0.4 million is expected to be expensed over a weighted average
of 0.6 years. During 2024 and 2023, the Company recorded compensation expense related to RSUs of $ 0.6 million and $ 0.6 million, respectively.

 Warrants

 Following
is a summary of warrant activities for the years ended December 31, 2024 and 2023:

 (in thousands, except for per-share amounts)

 Warrants

 Exercise
 Price

 Remaining
 Contractual
 Term
 (in years)

 Aggregate
 Intrinsic
 Value

 Outstanding, January 1, 2023

 1,443

 16.58

 1.33

 8.77

 10.00

 Exercised

 -

 -

 Expired

 ( 3
)

 106.80

 Outstanding, December 31, 2023

 1,442

 16.42

 0.34

 -

 -

 -

 Exercised

 -

 -

 Expired

 ( 1,435
)

 16.42

 Outstanding, December 31, 2024

 17.33

 4.46

 -

 Exercisable, December 31, 2024

 17.77

 4.25

 -

 On
April 23, 2024, warrants to purchase an aggregate of 1.4 million shares of common stock expired. These warrants were issued on April
23, 2019, when the Company completed an underwritten offering of 1.4 million shares of common stock and warrants to purchase 1.4 million
shares of common stock at a price of $ 11.55 per share and related warrant. The warrants were exercisable for a period of 5 years at an
exercise price of $ 15.00 per share.

the years ended December 31, 2024 and 2023, the Company recorded stock-based compensation expense related to warrants of $ 5 thousand
and $ 6 thousand, respectively.

 Note
8 - Income Taxes

 Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and
liabilities at December 31, 2024 and 2023 are as follows:

 2024

 2023

 Deferred tax assets:

 Net operating losses carry forward

 $
 47,875

 $
 41,698

 Deferred revenue

 8,217

 8,219

 Share-based compensation

 1,572

 1,512

 Research and development/orphan drug credits

 23,296

 20,509

 Capitalized research and development expenses

 20,664

 18,684

 Others

 ( 11
)

 ( 57
)

 Less: valuation allowance

 ( 101,613
)

 ( 90,565
)

 Deferred tax assets, net

 $
 -

 $
 -

 The
Company has recorded a valuation allowance of $ 101.6 million and $ 90.6 million against its deferred tax assets at December 31, 2024 and
2023 respectively, because management determined that it is not more-likely-than not that those assets will be realized.

 F- 14

 For
federal income tax purposes, the Company has $ 189.3 million of unused net operating losses ("NOLs") at December 31, 2024
available for carry forward to future years. NOLs of $ 104.8 million generated prior to 2018 will begin to expire if unused beginning
in 2026 when approximately $ 3.9 million in NOLs are due to expire. The Company's largest NOLs will begin to expire in 2034 - 2037,
with each year in excess of $ 15 million. NOLs generated in 2018 and later years of $ 84.6 million have an indefinite life, but will be
limited to 80 % of their value if used in a tax year ending after January 1, 2023.

 For
state income tax purposes, the Company has $ 327.8 million of unused NOLs at December 31, 2024 available for carry forward to future years.
These NOLs will begin to expire in 2035 if unused.

 The
Company has federal research and development tax credits of $ 6.7 million at December 31, 2024, which will begin to expire in 2033 if
unused and orphan drug credits of $ 16.5 million which will begin to expire in 2037 if unused.

 Federal
and state tax laws impose limitations on the utilization of net operating losses and credit carryforwards in the event of an ownership
change for tax purposes, as defined in Section 382 of the Internal Revenue Code. Accordingly, the Company's ability to utilize
these carryforwards may be limited as a result of an ownership change which may have already happened or may happen in the future. Such
an ownership change could result in a limitation in the use of the net operating losses in future years and possibly a reduction of the
net operating losses available.

 The
Tax Cuts and Jobs Act of 2017 (TCJA) has modified the IRC 174 expenses related to research and development for the tax years beginning
after December 31, 2021. Under the TCJA, the Company must now capitalize the expenditures related to research and development activities
and amortize them over five years for U.S. activities and 15 years for non-U.S. activities. Since this has been the Company's policy
since 2018, the current year capitalization of research and development costs in accordance with IRC 174 was $ 28.0 million for a total
accumulated gross amount of $ 87.9 million as of December 31, 2024.

 The
difference between the income tax provision and the amount that would result if the U.S. Federal statutory rates were applied to pre-tax
losses for the year ended December 31, 2024 and 2023 are as follows:

 2024

 2023

 Federal statutory income taxes

 $
 ( 8,031
)

 ( 21.0
)%

 $
 ( 10,252
)

 ( 21.0
)%

 State income taxes

 ( 1,275
)

 ( 3.3
)%

 ( 1,743
)

 ( 3.6
)%

 Deferred true-up

 0.7
 %

 0.4
 %

 Research and development/orphan drug tax credit

 ( 2,787
)

 ( 7.3
)%

 ( 3,263
)

 ( 6.7
)%

 Other

 2.0
 %

 1.2
 %

 Change in valuation allowance

 11,046

 28.9
 %

 14,474

 29.7
 %

 Provision for income tax

 $
 -

 -

 $
 -

 -

 Note 9 - Subsequent Events

 On March 27, 2025, a putative
class action complaint (the "Complaint") was filed by alleged stockholder Nihil Kohil against the Company and executives Sandesh
Seth, Avinash Desai, Madhuri Vusirikala, and Sergio Giralt, styled Kohil v. Actinium Pharmaceuticals, Inc., et al., Case No.
1:25-cv-02553 in the Southern District of New York, wherein, the Complaint alleges that the defendants made material misrepresentations
and omissions concerning the Iomab-B Phase 3 Sierra Trial and the plaintiff asserts claims against all defendants pursuant to section
10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 10b-5 promulgated thereunder, as well
as additional claims against the individual defendants pursuant to Section 20(a) of the Exchange Act. The Complaint purports to
assert class action claims on behalf of all persons and entities that purchased or otherwise acquired Actinium securities between October
31, 2022 and August 2, 2024. Plaintiff seeks unspecified damages.

 The defendants have not yet
responded to the complaint, and they intend to vigorously defend themselves against the plaintiff's allegations, however, there
can be no assurances as to the outcome.

 On March 31, 2025, our Board
of Directors of approved the cancellation of certain stock options to purchase 5,149,944 shares of common stock held by certain current
employees and directors that were initially granted under the Company's Amended and Restated 2013 Stock Plan and 2019 Amended and
Restated Stock Plan. FSu Such cancellation is subject to the consent of the applicable holder of the stock options, which the Company is
expecting to receive shortly following the filing of this Annual Report on Form 10-K. Our Compensation Committee intends to conduct an
analysis of our equity compensation plan and develop an equity compensation strategy that satisfies the purpose of the 2019 Plan to attract
and retain the best available personnel who can make meaningful contributions towards achieving the business objectives of the Company.

 F- 15

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 ITEM
9A. CONTROLS AND PROCEDURES.

 Disclosure
controls and procedures. The Company, under the supervision and with the participation of its management, including the Company's
principal executive officer and principal financial and accounting officer, evaluated the effectiveness of the Company's "disclosure
controls and procedures," as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Securities Act of 1934, as amended
(the "Exchange Act"), as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, the
Company's principal executive officer and principal financial and accounting officer have concluded that the Company's disclosure
controls and procedures are effective as of December 31, 2024 to ensure that information required to be disclosed by the Company in reports
that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms, and includes controls and procedures designed to ensure that information required
to be disclosed by the Company in such reports is accumulated and communicated to the Company's management, including the Company's
principal executive officer and principal financial and accounting officer, as appropriate, to allow timely decisions regarding required
disclosure.

 Management's
Annual Report on Internal Control Over Financial Reporting. The Company's management is responsible for establishing
and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is
a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles.

 The
Company's internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (2) provide reasonable
assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the
directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company's assets that could have a material effect on our financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.

 Management
assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2024. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework (2013). Based on its assessment and those criteria, management concluded that as of December 31, 2024, the Company's
internal control over financial reporting was effective.

 This
Annual Report on Form 10-K does not include an attestation report from our registered public accounting firm regarding internal control
over financial reporting. Our internal control over financial reporting was not subject to such attestation as we are a non-accelerated
filer.

 Changes
in internal controls over financial reporting. There were no changes in the Company's internal controls over financial
reporting that occurred during the fourth quarter of the fiscal year covered by this Annual Report on Form 10-K that have materially
affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 ITEM
9B. OTHER INFORMATION.

 None.

 ITEM
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors
and Executive Officers

 The
names, positions and ages of our directors and executive officers as of March 28, 2025, are as follows:

 Name

 Age

 Position

 Chairman and Chief Executive Officer

 Chief Financial Officer (Principal Financial and Accounting
 Officer)

 June S. Almenoff, M.D., Ph. D.

 Jeffrey W. Chell M.D.

 David Nicholson, Ph. D.

 Lead Independent Director

 Richard I. Steinhart

 Ajit S. Shetty, Ph. D.

 Directors
hold office for a term consistent with classified board provisions of our Charter. For further information, see the section titled "—Corporate
Governance—Term of Office" below. Officers serve at the discretion of the Board of Directors.

 There
are no other arrangements or understanding between any of our directors and any other persons pursuant to which they were selected
as a director.

 Background
of Executive Officers and Directors

 The
principal occupations for the past five years (and, in some instances, for prior years) of each of our directors and executive officers
are as follows:

 Sandesh
Seth, Chairman and Chief Executive Officer

 Mr. Sandesh
Seth has been our Chief Executive Officer since June 2017. Mr. Seth has been a Director since March 2012, our Chairman
of the Board since October 2013, and served as Executive Chairman from August 2014 to June 2017.

 Mr. Seth has 25 plus years
of experience in investment banking (Laidlaw& Co (UK) Ltd., Cowen & Co.), equity research (Bear Stearns, Commonwealth Associates)
and in the pharma industry (Pfizer, Warner-Lambert, SmithKline in strategic planning, business development and R&D project management).
Mr. Seth was chairman of Relmada Therapeutics Inc., a specialty pharma company focused on CNS therapeutics, which he helped co-found.
Mr. Seth has an MBA in Finance from New York University; an M.S. in the Pharmaceutical Sciences from the University of Oklahoma
Health Center and a B.Sc. in Chemistry from Bombay University. He has published several scientific articles and was awarded the University
Regents Award for Research Excellence at the University of Oklahoma. Mr. Seth was designated as Regulatory Affairs Certified by the
Regulatory Affairs Professionals Society which signifies proficiency with U.S. FDA regulations. He has several patents related to
the use of radiopharmaceuticals as conditioning agents for adoptive cell therapies and as therapeutic combinations.

 That
Mr. Seth has served in various business executive-level positions over the course of his career, has significant investment banking
experience, has developed significant management, operational and leadership skills and is well accustomed to interfacing with investors,
analysts, auditors, C-level executives, and outside advisors, led us to conclude that Mr. Seth should serve as a director.

 Steve
O'Loughlin, Chief Financial Officer

 Steve
O'Loughlin has been our Chief Financial Officer since August 2020. Mr. O'Loughlin served as our Principal Financial
Officer from May 2017 to August 2020. Mr. O'Loughlin joined Actinium in October 2015 as Vice President, Finance
and Corporate Development, with almost a decade of life sciences industry experience gained from previous positions in investment banking
and publicly traded life sciences companies. Prior to Actinium, from June 2015 to October 2015, Mr. O'Loughlin worked
at J. Streicher LLC as an investment banker, from August 2012 to June 2015 Mr. O'Loughlin held the position
of vice president, corporate finance and development and was a corporate officer at Protea Biosciences, Inc., a publicly traded life
sciences tools company. Previously, From June 2010 to June 2012, Mr. O'Loughlin held corporate development positions
with Caliber I.D., a publicly traded diagnostics company. Mr. O'Loughlin previously worked in investment banking at Jesup &
Lamont where he focused on the biotechnology and life sciences industries. Mr. O'Loughlin has a B.S. in Business Administration
with a concentration in finance from Ramapo College of New Jersey.

 June
S. Almenoff, M.D., Ph. D., Director

 Dr. Almenoff
has been a Director of the Company since November 2024 and is a member of our Nominating and Corporate Governance Committee. Dr. Almenoff
is an accomplished biopharma executive with 25 years of senior leadership experience. She currently serves as a Board Director and
advisor to management of numerous biopharma companies. Dr. Almenoff served as President and Chief Medical Officer of Furiex Pharmaceuticals,
which was acquired by Actavis plc (now AbbVie) for $1.2B. Furiex developed eluxadoline (Viberzi), which was approved
both in the United States and Europe. She also served as Chief Medical Officer of RedHill Biopharma Ltd (Nasdaq: RDHL) leading a
team that was instrumental in positioning Talicia as a first-line therapy. Earlier in her career, Dr. Almenoff was
at GlaxoSmithKline (GSK) for 12 years, where she held various positions of increasing responsibility. She was a Vice President in
the Clinical Safety Organization, chaired a PhRMA-FDA working group, and worked in the area of scientific licensing. Dr. Almenoff
also led the development of pioneering data analytics systems, which have been widely adopted by industry and regulators to minimize
clinical risk for both development and marketed drugs.

 Dr. Almenoff
has strong expertise in translational medicine, clinical development, commercial strategy, and business development across many
therapeutic areas. Dr. Almenoff has led or contributed to numerous regulatory submissions, product approvals and launches. Dr.
Almenoff is currently a member of the investment advisory board of the Harrington Discovery Institute (a venture philanthropy) and
an Executive Venture Partner, part time, at 82 Venture Studios, which is affiliated with Alloy Ventures. She is a member of the
Board of Directors of Avalo
Therapeutics, Inc. (Nasdaq: AVTX) and Tenax Therapeutics (Nasdaq: TENX). She previously served as a member of the board of
directors of TiGenix NV (formerly Nasdaq: TIG), which was acquired by Takeda, Brainstorm Cell Therapeutics (Nasdaq: BCLI), and OHR
Pharmaceutical (formerly Nasdaq: OHRP).

 Dr. Almenoff
received her B.A. cum laude from Smith College and graduated with AOA honors from the M.D.-Ph. D. program at the Icahn (Mt. Sinai) School
of Medicine. She completed post-graduate medical training at Stanford University Medical Center and served on the faculty of Duke University
School of Medicine. She is an adjunct professor at Duke, a Fellow of the American College of Physicians (FACP) and has authored over
70 publications.

 That
Dr. Almenoff brings over 25 years of drug development experience having served in executive-level leadership roles as Chief
Medical Officer where she contributed to the approval of novel therapies as well as business development activities and that she advises
and serves on the board of several biopharmaceutical companies led us to conclude that Dr. Almenoff should serve as a director.

 Jeffrey
W. Chell, M.D., Director

 Dr. Chell
has been a Director of the Company since April 2018. Dr. Chell is also a member of our Audit Committee and Compensation Committee.
He has been the chief executive officer emeritus of the National Marrow Donor Program ("NMDP") since 2017 having served as
its chief executive officer since 2000. Dr. Chell has led the NMDP through transformational growth as its Be The Match Registry
tripled to more than 12 million donors, the number of transplants facilitated has grown fivefold to over 6,400 annually, and revenue
more than tripled to nearly $400 million per year. He is also the co-founder and has served as executive director of the Center
For International Blood & Marrow Transplant Research since 2004, a leading research program in the field contributing over 70 research
publications per year in peer-reviewed journals. Dr. Chell serves as the President of the Jeff Gordon Children's Foundation,
a non-profit that funds innovative research and therapy for pediatric cancer patients. He also currently serves as chair of CLR Insurance,
a captive insurance company domiciled in the Cayman Islands. From 2014 to 2016, Dr. Chell served as co-chair of Bone Marrow Donors
Worldwide during its IT transformation project, improving revenues and reducing costs.

 Prior
to joining the NMDP, he served as president, Allina Medical Clinics, a 450 physician multi-specialty medical group from 1994 to 1999.
Prior to that he practiced Internal Medicine in Minneapolis and in the U.S. Air Force Medical Corps.

 Dr. Chell
received his M.D. from the University of Minnesota and his training in Internal Medicine at the University of Wisconsin, Madison. Dr. Chell
is a diplomate of the American Board of Internal Medicine, a member of the American Society of Hematology and a member of the American
Society of Blood and Marrow Transplantation.

 He
has received multiple honors including the 2018 Public Service award of the American Society For Blood and Marrow Transplantation, 2017
Most Admired CEO by the Minneapolis/St. Paul Business Journal, 2010 Healthcare Executive of the Year by the Minneapolis/St, Paul Business
Journal, and the 2017 Bone Marrow Foundation Service Award.

 That
Dr. Chell brings many years of experience with patient donor programs, knowledge of challenges related to bone marrow transplants,
leadership of organizations and experience working in medical groups to our Board, led us to conclude that Dr. Chell should serve
as a director.

 David
Nicholson, Ph. D., Director

 David
Nicholson Ph. D., serves as our Lead Independent Director of our Board and has been a Director of the Company since 2008. Dr. Nicholson
is also a member of our Compensation Committee. Since March 2015, Dr. Nicholson served as Executive Vice President and Chief
R&D Officer of Allergan, which was acquired by Abbvie in May 2020. In August 2014, Dr. Nicholson joined Allergan (previously
known as Actavis plc and Forest Laboratories, Inc.) as senior vice president, Actavis Global Brands R&D. From March 2012
to August 2014, Dr. Nicholson was on the executive committee of Bayer CropScience as head of research & development
responsible for the integration of the company's R&D activities into one global organization. Dr. Nicholson graduated
in pharmacology, earning his B.Sc. from the University of Manchester (1975) and his Ph. D. from the University of Wales (1980). Between
1978 and 1988, Dr. Nicholson worked in the pharmaceutical industry for the British company Beecham-W lfing in Gronau, Germany.
The main emphasis of his activities as group leader in a multidisciplinary project group was the development of cardiovascular drugs.

 From 1988-2007,
Dr. Nicholson held various positions of increasing seniority in the UK, the Netherlands and the U.S. with Organon, a business
unit of Akzo Nobel. Ultimately, he became executive vice president, research & development, and member of the Organon Executive
Management Committee. He implemented change programs, leading to maximizing effectiveness in research & development, ensuring
customer focus and the establishment of a competitive pipeline of innovative drugs. In 2007, Dr. Nicholson transferred to Schering-Plough,
Kenilworth, New Jersey as senior vice president, responsible for Global Project Management and Drug Safety. From 2009 to December 2011,
he was vice president licensing and knowledge management at Merck in Rahway, New Jersey, reporting to the president of Merck R&D. As
an integration team member, Dr. Nicholson played a role in the strategic mergers of Organon BioSciences, the human and animal health
business of Dutch chemical giant Akzo-Nobel, and Schering-Plough in 2007 as well as of Schering-Plough and Merck in 2009. Dr Nicholson
brings a wealth of experience having previously championed the breakthrough anti-PD1 cancer drug Keytruda (pembrolizumab)
all the way from its earliest research and into development, heralding a revolution in cancer therapy.

 That
Dr. Nicholson brings over 40 years of pharmaceutical experience to our Board, having served in various pharmaceutical
research and development executive-level positions over the course of his career, that he presently serves on the Boards of Adverum
Biotechnologies, Rapalogix Health, Wild Biosciences and Volastra Therapeutics, and that Dr. Nicholson has developed significant
management and leadership skills relating to the pharmaceutical industry and is well accustomed to interfacing with investors,
analysts, auditors, outside advisors and governmental officials, led us to conclude that Dr. Nicholson should serve as a
director.

 Ajit
S. Shetty, Ph. D., Director

 Dr. Shetty
has been a Director of the Company since March 2017. Dr. Shetty is also a member of our Audit Committee, Compensation Committee,
and Chairman of our Nominating and Corporate Governance Committee. Dr. Shetty joined Janssen Pharmaceutical, Inc. ("Janssen")
in 1976 ultimately rising to the position of president in 1986 where he led the establishment of Janssen's business in the U.S. From
1999 to 2008 he was managing director of Janssen, during this time the Janssen Group of companies' global sales grew from $1 billion
to $8 billion, and from 2004 until 2012 he was chairman of the board of directors. In Dr. Shetty's most recent role at
Johnson & Johnson he was head of Enterprise Supply Chain, where he reported to the chief executive officer and was responsible
for the transformation and optimization of Johnson & Johnson's supply chain. Dr. Shetty earned a Ph. D. in Metallurgy
and B.A. Natural Sciences from Trinity College, Cambridge University and a Master of Business Administration from Carnegie Mellon
University. In 2007, Dr. Shetty was bestowed the title of Baron by King Albert II of Belgium for his exceptional merits. In
addition, he was elected Manager of the Year in 2004 in Flanders and received a Life-Time Achievement Award in India in 2010. In 2016,
Dr. Shetty was named as chairperson of the Vlaams Instituut voor Biotechnologie (VIB), a Belgium based life sciences research institute
focused on translating scientific results into pharmaceutical, agricultural and industrial applications. Dr. Shetty has served as
a member of Agile Therapeutics, Inc.'s board of directors from February 2016 until May 2023. We believe Dr. Shetty's
qualifications to sit on our Board include his extensive pharmaceutical experience leading commercial and supply chain operations and
his significant educational background.

 That
Dr. Shetty has more than 30 years of leadership and executive experience in the pharmaceutical industry, that he has significant
supply chain knowledge and that he has experience conducting business in the U.S. and Europe, led us to conclude that Dr. Shetty
should serve as a director.

 Richard
I. Steinhart, Director

 Mr. Steinhart has served
as our Director and Chairman of the Audit Committee since November 2013. Mr. Steinhart is also a member of our Nominating and
Corporate Governance Committee. Since October 2017 Mr. Steinhart has been the senior vice president and chief financial officer
of BioXcel Therapeutics, Inc. Since March 2014, Mr. Steinhart has been a member of the board of directors of Atossa Genetics,
Inc. where he is chairman of the audit committee and a member of the compensation committee. From October 2015 to April 2017,
Mr. Steinhart was vice president and chief financial officer at Remedy Pharmaceuticals, a privately-held, clinical stage pharmaceutical
company that sold its only asset, CIRARA, to Biogen for $120M plus earn-outs. From January 2014 through September 2015 Mr. Steinhart
worked as a financial and strategic consultant to the biotechnology and medical device industries. Previously, Mr. Steinhart was
senior vice president, finance and chief financial officer at MELA Sciences, Inc. from April 2012 until December 2013, having
previously served as vice president, finance and chief financial officer, treasurer and secretary from April 2006. From May 1992
until joining MELA Sciences, Mr. Steinhart was a managing director of Forest Street Capital/SAE Ventures, a boutique investment
banking, venture capital, and management consulting firm focused on healthcare and technology companies. Prior to Forest Street Capital/SAE
Ventures, he was vice president and chief financial officer of Emisphere Technologies, Inc. Mr. Steinhart's other experience
includes seven years at CW Group, Inc., a venture capital firm focused on medical technology and biopharmaceutical companies, where
he was a general partner and chief financial officer. Mr. Steinhart began his career at Price Waterhouse, now known as PricewaterhouseCoopers.
He holds BBA and MBA degrees from Pace University and is a Certified Public Accountant (inactive).

 That
Mr. Steinhart brings more than 35 years of financial experience to our Board, having served in various executive-level financial
positions over the course of his career, and that Mr. Steinhart is a certified public accountant (inactive), led us to conclude
that Mr. Steinhart should serve as a director and chair the Audit Committee.

 Corporate
Governance

 Our
Board of Directors oversees our business affairs and monitors the performance of management. In accordance with our corporate governance
principles, our Board of Directors does not involve itself in day-to-day operations. The Directors keep themselves informed through discussions
with the Chairman and Chief Executive Officer and other key executives and by reading the reports and other materials that we send them
and by participating in Board of Directors and committee meetings.

 Term
of Office

 Our
directors are divided into three classes, designated Class I, Class II and Class III. Class I shall consists of two directors, Class
II shall consist of one director, and Class III consists of one director. The term of office for each Class I director expires at 2026
Annual Meeting of Stockholders; the term of office for each Class II director expires at the 2027 Annual Meeting of stockholders; and
the term of office for each Class III director expires at the 2025 Annual Meeting of stockholders.

 The
term of each director is set forth below or until their successors are duly elected:

 Class

 Term
 (from 2024 Annual Meeting)

 David Nicholson

 Class I

 2 years

 Richard Steinhart

 Class I

 2 years

 Class II

 3 years

 Jeffrey W. Chell

 Class II

 3 years

 June S. Almenoff

 Class III

 1 year

 Ajit Shetty

 Class III

 1 year

 Notwithstanding
the foregoing, each director shall serve until his successor is duly elected and qualified, or until his retirement, death, resignation
or removal.

Independence

 We
use the definition of "independence" of the NYSE American stock exchange to make this determination. We are listed on the
NYSE American under the symbol "ATNM". NYSE MKT corporate governance rule Sec. 803(A)(2) provides that an "independent
director" means a person other than an executive officer or employee of the company. No director qualifies as independent unless
the issuer's board of directors affirmatively determines that the director does not have a relationship that would interfere with
the exercise of independent judgment in carrying out the responsibilities of a director. Under the NYSE American director independence
rules, June S. Almenoff, Jeffrey W. Chell, David Nicholson, Ajit S. Shetty, and Richard I. Steinhart are independent directors of the
Company.

 Chief
Executive Officer Compensation

 On August 12, 2020, we and
Mr. Seth entered into an employment agreement whereby Mr. Seth would serve as Chairman and Chief Executive Officer until February 24,
2024, unless terminated earlier as set forth in the employment agreement. On November 1, 2023, our board of directors approved an amendment
to Mr. Seth's employment agreement, pursuant to which the term of Mr. Seth's employment was extended from February 21, 2024
to February 21, 2027, subject to the terms of the employment agreement.

 Under
the terms of the employment agreement, Mr. Seth is entitled to (i) a base salary, which will be determined by the Board and adjusted
to be competitively aligned to a range between the 25th and 75th percentile of the relevant market data of chief executive officer positions
of similarly situated publicly companies, (ii) a performance bonus with a target of 50% of his annual base salary as well as other multipliers
as determined by the Board and (iii) options to purchase shares of common stock of the Company as the Board may grant. For 2023, Mr.
Seth's annual base salary was set at $705,000, and for 2024, his annual base salary was set at $733,200.

 When
and if granted, options will have an exercise price equal to the closing price of the Company's common stock on the date of the
approval, and 2% of the grant will vest each month from the grant date until fully vested, in accordance with the 2019 Plan. The options
will expire 10 years from the grant date, subject to Mr. Seth's continuing service with the Company. Mr. Seth also receives the
standard benefits available to other similarly situated employees.

 If
Mr. Seth's employment as Chief Executive Officer or Chairman is terminated due to death or disability, Mr. Seth will be entitled
to earned, but unpaid, salary, benefits and the Pro-Rated Bonus (as defined below) for the year of termination. Upon termination of his
employment for Cause (as defined in the employment agreement), or his resignation without Good Reason (as defined in the employment agreement),
Mr. Seth will receive any accrued and unpaid base salary, the Pro-Rated Bonus and benefits through the date of termination.

 If
we terminate Mr. Seth's employment without Cause, or if Mr. Seth resigns for Good Reason other than in connection with a Change
in Control, Mr. Seth will be entitled to (i) a single lump sum payment equal to 24 months of his compensation, (ii) continued health
benefits for 24 months, (iii) immediate vesting of all outstanding equity awards granted to Mr. Seth, and (iv) a single lump sum payment
equal to his annual bonus subject to the achievement of the applicable goals, pro-rated based on the number of days in the Company's
fiscal year through the date of termination (the "Pro-Rated Bonus").

 In
addition, if we terminate Mr. Seth's employment without Cause or if Mr. Seth resigns for Good Reason, or if we fail to renew his
position as Chief Executive Officer and Chairman on February 24, 2027, in any case, within the 12-month period beginning on the date
of a Change in Control (as defined in the 2019 Plan), Mr. Seth will be entitled to (i) a single lump sum payment equal to 30 months of
his compensation, (ii) continued health benefits for 30 months, (iii) immediate vesting of all outstanding equity awards granted to Mr.
Seth, and (iv) a single lump sum payment equal to the Pro-Rated Bonus.

 Chief
Financial Officer Compensation

 On
August 12, 2020, we entered into an employment agreement with Mr. O'Loughlin, pursuant to which he serves as Chief Financial Officer
of the Company. Under the terms of the employment agreement, Mr. O'Loughlin is entitled to (i) a base salary, which shall be determined
by the Board, (ii) a performance bonus, which may be up to 30% of the annual base salary based upon the achievement of certain objectives
such as the Board shall determine and (iii) options to purchase shares of common stock of the Company as the Board may grant. For 2023,
Mr. O'Loughlin's annual base salary was set at $420,000, and for 2024, his annual base salary was set at $436,800.

 When
and if granted, options will have an exercise price equal to the closing price of the Company's common stock on the date of the
approval, and 2% of the grant will vest each month from the grant date until fully vested, in accordance with the 2019 Plan. The options
will expire 10 years from the grant date, subject to Mr. O'Loughlin's continuing service with the Company. Mr. Loughlin will
also receive the standard benefits available to other similarly situated employees.

 In
addition, if we terminate Mr. O'Loughlin's employment without Cause (as defined in the employment agreement) or if Mr. O'Loughlin
resigns for Good Reason (as defined in the employment agreement), in either case, within the 12-month period beginning on the date of
a Change in Control, Mr. O'Loughlin will be entitled to (i) a single lump sum payment equal to his annual base salary, (ii) continued
health benefits for 12 months, and (iii) immediate vesting of all outstanding equity awards granted to Mr. O'Loughlin.

 Board
of Directors Meetings and Attendance

 During 2024, our Board of
Directors held six meetings and acted by unanimous written consent on one occasion. Each director attended at least 75% of the aggregate
of the meetings of our Board and the committees of which he or she was a member during the year ended December 31, 2024.

 Committees
of the Board of Directors

 Our
Board of Directors has formed three standing committees: Audit, Compensation and Nominating and Corporate Governance. Actions taken by
our committees are reported to the full board. Each of our committees has a charter and each charter is posted on our website.

 Audit
 Committee

 Compensation Committee

 Nominating
 and Corporate

 Governance Committee

 Richard I. Steinhart*

 David Nicholson*

 Ajit S. Shetty*

 Jeffrey W. Chell

 Jeffrey W. Chell

 June S. Almenoff

 Ajit S. Shetty

 Ajit S. Shetty

 Richard I. Steinhart

 *

 Indicates committee chair

 Audit
Committee

 Our
Audit Committee, which currently consists of three independent directors, provides assistance to our Board in fulfilling its legal and
fiduciary obligations with respect to matters involving the accounting, financial reporting, internal control and compliance functions
of the Company. The Board has determined that Mr. Steinhart is an "audit committee financial expert" as defined in Item 407(d)(5)(ii)
of Regulation S-K. Our Audit Committee employs an independent registered public accounting firm to audit the financial statements of
the Company and perform other assigned duties. Further, our Audit Committee provides general oversight with respect to the accounting
principles employed in financial reporting and the adequacy of our internal controls. The Audit Committee is also responsible for overseeing
the Company's cybersecurity policies and procedures. In discharging its responsibilities, our Audit Committee may rely on the reports,
findings and representations of the Company's auditors, legal counsel, and responsible officers. Our Board has determined that
all members of the Audit Committee are financially literate within the meaning of SEC rules and under the current listing standards of
the NYSE American. The Audit Committee met four times during 2024. Each member of the Audit Committee was present at all of the Audit
Committee meetings held during 2024.

Committee

 Our
Compensation Committee, which currently consists of three directors, establishes executive compensation policies consistent with the
Company's objectives and stockholder interests. The Compensation Committee met one time during 2024. Each member of the Compensation
Committee was present at all committee meetings held in 2024. Our Compensation Committee also reviews the performance of our executive
officers and establishes, adjusts and awards compensation, including incentive-based compensation, as more fully discussed below. In
addition, our Compensation Committee generally is responsible for:

 establishing and periodically
 reviewing our compensation philosophy and the adequacy of compensation plans and programs for our directors, executive officers and
 other employees;

 overseeing our compensation
 plans, including the establishment of performance goals under the Company's incentive compensation arrangements and the review
 of performance against those goals in determining incentive award payouts;

 overseeing our executive
 employment contracts, special retirement benefits, severance, change in control arrangements and/or similar plans;

 acting as administrator
 of any company stock option plans; and

 overseeing outside compensation
 consultants when engaged.

 Our
Compensation Committee periodically reviews the compensation paid to our non-employee directors and the principles upon which their compensation
is determined. The Compensation Committee also periodically reports to the Board on how our non-employee director compensation practices
compare with those of other similarly situated public corporations and, if the Compensation Committee deems it appropriate, recommends
changes to our director compensation practices to our Board for approval.

 Outside
consulting firms retained by our Compensation Committee and management also will, if requested, provide assistance to the Compensation
Committee in making its compensation-related decisions. The Compensation Committee engaged StreeterWyatt Analytics LLC, or Streeter Wyatt
and paid consultant fees of $35,000 during the year ended December 31, 2024. Streeter Wyatt was instructed to provide support and analysis
to the Compensation Committee and their services included developing a peer group regarding executive and director compensation.

 Nominating
and Corporate Governance Committee

 Our
Nominating and Corporate Governance Committee, which currently consists of three directors, is charged with the responsibility of reviewing
our corporate governance policies and proposing potential director nominees to the Board for consideration. Our Board has determined
that each member of our Nominating and Corporate Governance Committee qualifies as an "independent" member of the Board as
defined by the rules and regulations of the SEC and the NYSE American.

 Our
Nominating and Corporate Governance Committee's primary responsibilities and obligations include, among other things:

 overseeing the administration
 of our Code of Business Ethics and Conduct and related policies;

 leading the search for
 and recommending individuals qualified to become members of the Board, and selecting director nominees to be presented for election
 by the shareholders at each annual meeting;

 assessing the diversity
 of the Board and recommending any changes to the Board's composition;

 ensuring, in cooperation
 with the Compensation Committee, that no agreements or arrangements are made with directors or relatives of directors for providing
 professional or consulting services to us or our affiliate or individual officer or one of their affiliated, without appropriate
 review and evaluation for conflicts of interest;

 assessing the independence
 of directors annually and report to the Board;

 recommending to the Board
 for its approval, the leadership structure of the Board, including whether the Board should have an executive or non-executive Chairman,
 whether the roles of Chairman and Chief Executive Officer should be combined, and whether a Lead Director of the Board should be
 appointed; provided that such structure shall be subject to the bylaws of the Company then in effect;

 ensuring that Board members
 do not serve on more than six other for-profit public company boards that have a class of securities registered under the Exchange
 Act in addition to the Board;

 reviewing the Board's
 committee structure and to recommend to the Board for its approval directors to serve as members of each committee as well as recommendations
 for committee chairs;

 reviewing and recommending
 changes to procedures whereby shareholders may communicate with the Board;

 reviewing recommendations
 received from shareholders for persons to be considered for nomination to the Board;

 monitoring compliance with
 our corporate governance guidelines;

 developing and implementing
 an annual self-evaluation of the Board, both individually and as a Board, and of its committees;

 Our
Nominating and Corporate Governance Committee considers all qualified candidates identified by members of the Board, by senior management
and by stockholders. The Committee follows the same process and uses the same criteria for evaluating candidates proposed by stockholders,
members of the Board and members of senior management. When evaluating a candidate to serve on our Board, the members of our Nominating
and Corporate Governance Committee consider items such as experience in the biotechnology sector, experience with public companies, executive
managerial experience, operations and commercial experience, fundraising experience and contacts in the investment banking industry,
personal and skill set compatibility with current Board members, industry reputation, knowledge of our company generally, and independence.
The Nominating and Corporate Governance Committee met one time during 2024. Each member of the Nominating and Corporate Governance Committee
was present at all committee meetings held in 2024.

 Our
Amended and Restated Bylaws, as amended (the "Bylaws") contains provisions that address the process by which a stockholder
may nominate an individual to stand for election to the Board at our annual meetings. To recommend a nominee for election to the Board,
a stockholder must submit his or her recommendation to our Secretary at our corporate offices at 100 Park Avenue, 23rd Floor, New York,
New York 10017. Such nomination must satisfy the notice, information and consent requirements set forth in our Bylaws and must be received
by us prior to the date set forth under "Submission of Future Stockholder Proposals" below. A stockholder's recommendation
must be accompanied by the information with respect to stockholder nominees as specified in our Bylaws, including among other things,
the name, age, address and occupation of the recommended person, the proposing stockholder's name and address, the ownership interests
of the proposing stockholder and any beneficial owner on whose behalf the nomination is being made (including the number of shares beneficially
owned, any hedging, derivative, short or other economic interests and any rights to vote any shares) and any material monetary or other
relationships between the recommended person and the proposing stockholder and/or the beneficial owners, if any, on whose behalf the
nomination is being made.

 Our
approach toward Board diversity takes into consideration the overall composition and diversity of the Board and areas of expertise that
director nominees may be able to offer, including business experience, knowledge, abilities, customer relationships and appropriate perspectives
on environmental, social and governance matters. The Board recognizes the importance of diversity and the value it can bring to the Board's
overall advice and oversight. In 2023, the Nominating and Corporate Governance Committee together with the Chairman and CEO, formally
undertook a process, including engaging with executive search firms and our internal human resources department, to identify and evaluate
qualified candidates to address the Board's diversity and composition. The Nominating and Corporate Governance met one time in
2024 to review the Board's composition and diversity. Our entire Board was involved in the process to evaluate new potential directors,
which included reference checks and in-person meetings. In October 2024, we increased our Board to six members and effective November
2024, added Dr. June Almenoff as a Class III Director who also serves on our Nominating and Corporate Governance Committee. Generally,
we strive to assemble and maintain a Board that brings to us a variety of perspectives and skills derived from business and professional
experience as we may deem are in our and our stockholders' best interests. In doing so, we also consider candidates with appropriate
non-business backgrounds.

 Lead

 In
September 2017, our Board of Directors created the position of Lead Director and designated David Nicholson, an existing independent
director, as our Lead Director. Pursuant to the charter of the Lead Director, the Lead Director shall be an independent, non-employee director
designated by our Board of Directors who shall serve in a lead capacity to coordinate the activities of the other non-employee directors,
interface with and advise management, and perform such other duties as are specified in the charter or as our Board of Directors may
determine.

 Family
Relationships

 There
are no family relationships among any of our officers or directors.

 Involvement
in Certain Legal Proceedings

 To
our knowledge, none of our current directors or executive officers has, during the past ten years:

 been convicted in a criminal
 proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 had any bankruptcy petition
 filed by or against the business or property of the person, or of any partnership, corporation or business association of which he
 or she was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that
 time;

 been subject to any order,
 judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state
 authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement in any type of
 business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with
 persons engaged in any such activity;

 been found by a court of
 competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or
 state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 been the subject of, or
 a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended
 or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any
 federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance
 companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty
 or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire
 fraud or fraud in connection with any business entity; or

 been the subject of, or
 a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined
 in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or
 any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated
 with a member.

 None
of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates
or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

 Code
of Ethics

 The
Company has adopted a code of ethics, (the "Code of Ethics"), a copy of which is attached as Exhibit 14.1 to the Form 8-K
filed on January 2, 2013.

 Insider
Trading Policy

 The
Company's Code of Ethics includes the Company's insider trading policy and procedures governing the purchase, sale, and/or
other dispositions of the Company's securities by directors, officers and employees that is designed to promote compliance with insider
trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes. A copy of the insider trading
policy is included in Exhibit 14.1 to this Annual Report on Form 10-K. While the Company is not subject to the insider trading policy,
the Company does not trade in its securities when it is in possession of material nonpublic information other than pursuant to previously
 adopted Rule 10b5-1 trading plans, if any.

Discussion and Analysis

 Our
Compensation Committee of our Board of Directors has the responsibility to review, determine and approve the compensation for our executive
officers. Further, our Compensation Committee oversees our overall compensation strategy, including compensation policies, plans and
programs that cover all employees. At our 2022 Annual Meeting of Stockholders, our Stockholders voted on an advisory basis to approve
the compensation of named executive officers. Of the votes cast (excluding abstentions and broker non-votes), 79.3% were cast in support
of the results of our compensation program. In light of this, in reviewing the executive compensation program for 2023 and 2024, our
Compensation Committee decided to retain the general overall program design, which ties a significant portion of the executives'
pay closely with our performance. In the future, our Compensation Committee will continue to consider the executive compensation program
in light of changing circumstances and stockholder feedback.

 We
currently employ two executive officers: (1) Sandesh Seth, our Chairman and Chief Executive Officer (who we refer to in this Compensation
Discussion and Analysis as our CEO) and (2) Steve O'Loughlin, our Chief Financial Officer.

 This
Compensation Discussion and Analysis sets forth a discussion of the compensation for our Named Executive Officers, or NEOs, as well as
a discussion of our philosophies underlying the compensation for our NEOs and our employees generally.

 Objectives
of Our Compensation Program

 The
Compensation Committee's philosophy seeks to align the interests of our stockholders, officers and employees by tying compensation
to individual and company performance, both directly in the form of salary or annual cash incentive payments, and indirectly in the form
of equity awards. The objectives of our compensation program enhance our ability to:

 attract and retain qualified
 and talented individuals; and

 provide reasonable and
 appropriate incentives and rewards to our team for building long-term value within our company, in each case in a manner comparable
 to companies similar to ours.

 In
addition, we strive to be competitive with other similarly situated companies in our industry. The process of developing pharmaceutical
products and bringing those products to market is a long-term proposition and outcomes may not be measurable for several years. Therefore,
in order to build long-term value for our company and its stockholders, and in order to achieve our business objectives, we believe that
we must compensate our officers and employees in a competitive and fair manner that reflects current company activities but also reflects
contributions to building long-term value.

 We
utilize the services of StreeterWyatt Analytics LLC to review compensation programs of peer companies in order to assist the Compensation
Committee in determining the compensation levels for our NEOs, as well as for other employees of our company. StreeterWyatt is a recognized
independent consulting company and services clients throughout the United States.

 Elements
of Our Compensation Program and Why We Chose Each

 Main
Compensation Components

 Our
company-wide compensation program, including for our NEOs, is broken down into three main components: base salary, performance cash bonuses
and potential long-term compensation in the form of stock options or restricted stock unit awards. We believe these three components
constitute the minimum essential elements of a competitive compensation package in our industry.

 Salary

 Base
salary is used to recognize the experience, skills, knowledge and responsibilities required of our NEOs as well as recognizing the competitive
nature of the biopharmaceutical industry. This is determined partially by evaluating our peer companies as well as the degree of responsibility
and experience levels of our NEOs and their overall contributions to our company. Base salary is one component of the compensation package
for NEOs; the other components being cash bonuses, annual equity grants, and company benefit programs. Base salary is determined in advance
whereas the other components of compensation are awarded in varying degrees following an assessment of the performance of a NEO. This
approach to compensation reflects the philosophy of our Board of Directors and its Compensation Committee to emphasize and reward, on
an annual basis, performance levels achieved by our NEOs.

 Performance
Bonus Plan

 We
have a performance bonus plan under which bonuses are paid to our NEOs based on achievement of company performance goals and objectives
established by the Compensation Committee and/or our Board of Directors as well as on individual performance. The bonus program is discretionary
and is intended to: (i) strengthen the connection between individual compensation and our company's achievements; (ii) encourage
teamwork among all disciplines within our company; (iii) reinforce our pay-for-performance philosophy by awarding higher bonuses to higher
performing employees; and (iv) help ensure that our cash compensation is competitive. Depending on the cash position of the company,
the Compensation Committee and our Board of Directors have the discretion to not pay cash bonuses in order that we may conserve cash
and support ongoing development programs and commercialization efforts. Regardless of our cash position, we consistently grant annual
merit-based stock options to continue incentivizing both our senior management and our employees.

 Based
on their employment agreements, each NEO is assigned a target payout under the performance bonus plan, expressed as a percentage of base
salary for the year. Actual payouts under the performance bonus plan are based on the achievement of corporate performance goals and
an assessment of individual performance, each of which is separately weighted as a component of such officer's target payout. For
the NEOs, the corporate goals receive the highest weighting in order to ensure that the bonus system for our management team is closely
tied to our corporate performance. Each employee also has specific individual goals and objectives as well that are tied to the overall
corporate goals. For employees, mid-year and end-of-year progress is reviewed with the employees' managers.

Incentive Compensation

 We
view long-term compensation, currently in the form of stock options generally vesting in annual increments over four years, as a tool
to align the interests of our NEOs and employees generally with the creation of stockholder value, to motivate our employees to achieve
and exceed corporate and individual objectives and to encourage them to remain employed by the company. While cash compensation is a
significant component of employees' overall compensation, the Compensation Committee and our Board of Directors (as well as our
NEOs) believe that the driving force of any employee working in a small biotechnology company should be strong equity participation.
We believe that this not only creates the potential for substantial longer-term corporate value but also serves to motivate employees
and retain their loyalty and commitment with appropriate personal compensation.

 Other

 In
addition to the main components of compensation outlined above, we also have provided contractual severance and/or change in control
benefits to several employees including our CEO. The change in control benefits for all applicable persons have a "double trigger."
A double-trigger means that the executive officers will receive the change in control benefits described in the agreements only if there
is both (1) a Change in Control of our company (as defined in the agreements) and (2) a termination by us of the applicable person's
employment "without cause" or a resignation by the applicable persons for "good reason" (as defined in the agreements)
within a specified time period prior to or following the Change in Control. We believe this double trigger requirement creates the potential
to maximize stockholder value because it prevents an unintended windfall to management as no benefits are triggered solely in the event
of a Change in Control while providing appropriate incentives to act in furtherance of a change in control that may be in the best interests
of the stockholders. We believe these severances or change in control benefits are important elements of our compensation program that
assist us in retaining talented individuals at the executive and senior managerial levels and that these arrangements help to promote
stability and continuity of our executives and senior management team. Further, we believe that the interests of our stockholders will
be best served if the interests of these members of our management are aligned with theirs. We believe that providing change in control
benefits lessens or eliminates any potential reluctance of members of our management to pursue potential change in control transactions
that may be in the best interests of the stockholders. We also believe that it is important to provide severance benefits to members
of our management, to promote stability and focus on the job at hand.

 We
also provide benefits to the executive officers that are generally available to all regular full-time employees of our company, including
our medical and dental insurance, and a 401(k) plan. Further, we do not have deferred compensation plans, pension arrangements or post-retirement
health coverage for our executive officers or employees. All of our employees not specifically under contract are "at-will"
employees, which means that their employment can be terminated at any time for any reason by either us or the employee.

 Determination
of Compensation Amounts

 A
number of factors impact the determination of compensation amounts for our NEOs, including the individual's role in the company
and individual performance, length of service with the company, competition for talent, individual compensation package, assessments
of internal pay equity and industry data. Stock price performance has generally not been a factor in determining annual compensation
because the price of our common stock is subject to a variety of factors outside of our control.

 Industry
Survey Data

 In
collaboration with StreeterWyatt, we establish and maintain a list of peer companies to best assure ourselves that we are compensating
our executives on a fair and reasonable basis, as set forth above under the heading "Objectives of our Compensation Program."
We also utilize StreeterWyatt-prepared data for below-executive level personnel, which data focuses on biotechnology companies that can
be considered peers in terms of numerous variables including phase of development, size, therapeutic and technological focus among others.
The availability of peer data is used by the Compensation Committee strictly as a guide in determining compensation levels with regard
to salaries, cash bonuses and performance related annual equity grants to all employees. However, the availability of this data does
not imply that the Compensation Committee is under any obligation to exactly follow peer companies in compensation matters.

 Determination
of Base Salaries

 As
a guideline for NEO base salary, we perform formal benchmarks against respective comparable positions in our established peer group.
We adjust salaries based on our assessment of our NEOs' levels of responsibility, experience, overall compensation structure and
individual performance. The Compensation Committee is not obliged to raise salaries purely on the availability of data. Merit-based increases
to salaries of executive officers are based on our assessment of individual performance and the relationship to applicable salary ranges.
Cost of living adjustments may also be a part of that assessment.

 Performance
Bonus Plan

 Concurrently
with the beginning of each calendar year, preliminary corporate goals that reflect our business priorities for the coming year are prepared
by the CEO with input from the other executive officers. These goals are weighted by relative importance. The draft goals and proposed
weightings are presented to the Compensation Committee and the Board and discussed, revised as necessary, and then approved by our Board
of Directors. The Compensation Committee then reviews the final goals and their weightings to determine and confirm their appropriateness
for use as performance measurements for purposes of the bonus program. The goals and/or weightings may be re-visited during the year
and potentially restated in the event of significant changes in corporate strategy or the occurrence of significant corporate events.
Following the agreement of our Board on the corporate objectives, the goals are then shared with all employees in formal meetings and
are reviewed periodically throughout the year.

 Determination
of Equity Incentive Compensation

 To
assist us in assessing the reasonableness of our equity grant amounts, we have reviewed StreeterWyatt supplied information. Such information
included equity data from a cross-section of similar companies in our industry.

Grant Practices

 All
stock options and/or restricted stock units granted to the NEOs and other executives are approved by the Compensation Committee. Exercise
prices for options are set at the closing price of our common stock on the date of grant. Grants are generally made: (i) on the employee's
start date and (ii) at board of director meetings held once each year and following annual performance reviews. However, grants have
been made at other times during the year. The size of year-end grants for each NEO is assessed against our internal equity guidelines.
Current market conditions for grants for comparable positions and internal equity may also be assessed. Also, grants may be made in connection
with promotions or job-related changes in responsibilities. In addition, on occasion, the Compensation Committee may make additional
special awards for extraordinary individual or company performance.

Setting Process

 Annually,
at a meeting of our Board of Directors and the Compensation Committee, overall corporate performance and relative achievement of the
corporate goals for the prior year are assessed. The relative achievement of each goal is assessed and quantified and the summation of
the individual components results in a corporate goal rating, expressed as percentages. The Compensation Committee then approves the
final disbursement of salary increases, cash bonuses and option or restricted stock unit grants.

 The
Compensation Committee looks to the CEO's performance assessments of the other NEOs and his recommendations regarding a performance
rating for each, as well as input from the other members of our Board of Directors. These recommendations may be adjusted by the Compensation
Committee prior to finalization. For the CEO, the Compensation Committee evaluates his performance, taking into consideration input from
the other members of our Board of Directors, and considers the achievement of overall corporate objectives by both the CEO specifically
and the company generally. The CEO is not present during the Compensation Committee's deliberations regarding his compensation.

 The
Compensation Committee has the authority to directly engage, at our company's expense, any compensation consultants or other advisors
(such as StreeterWyatt) that it deems necessary to determine the amount and form of employee, executive and director compensation. In
determining the amount and form of employee, executive and director compensation, the Compensation Committee has reviewed and discussed
historical salary information as well as salaries for similar positions at comparable companies. However, the availability of this data
does not imply that the Compensation Committee is under any obligation to follow peer companies' compensation practices.

 We
paid consultant fees to StreeterWyatt of $35,000 during the year ended December 31, 2024. NEOs may have indirect input in the compensation
results for other executive officers by virtue of their participation in the performance review and feedback process for the other executive
officers.

 ITEM
11. EXECUTIVE COMPENSATION

 Summary
Compensation Table

 The
following table provides information regarding the compensation earned during the years ended December 31, 2024 and 2023 for our named
executive officers.

 Name/Position

 Year

 Salary

 Bonus (1)

 Option
 Awards (2)

 All Other

 Total

 2024

 $
 733,200

 $
 440,000

 $
 -

 $
 -

 $
 1,173,200

 Chairman and Chief Executive Officer(3)

 2023

 $
 705,000

 $
 500,000

 $
 3,500,000

 $
 -

 $
 4,705,000

 2024

 $
 436,800

 $
 145,000

 $
 -

 $
 -

 $
 581,800

 Chief Financial Officer

 2023

 $
 420,000

 $
 170,000

 $
 900,000

 $
 -

 $
 1,490,000

 (1)

 The bonus disclosed in
 this column relates to performance in the prior year, but was determined and approved by the Board and was paid in the year disclosed.

 (2)

 The dollar amounts in this
 column represent the aggregate grant date fair value of all option awards granted during the indicated year. These amounts have been
 calculated in accordance with FASB ASC Topic 718, using the Black-Scholes option-pricing model. For a discussion of valuation assumptions,
 see Note 7 to our financial statements. These amounts do not necessarily correspond to the actual value that may be recognized from
 the option awards by the NEOs.

 Narrative
Disclosure to Summary Compensation Table

 For
a discussion of the material terms of each named executive officer's employment agreement or arrangement, refer to the sections
above titled "Directors, Executive Officers and Corporate Governance—Chief Executive Officer Compensation" and "Directors,
Executive Officers and Corporate Governance—Chief Financial Officer/Principal Financial Officer Compensation."

 On
December 28, 2023, Mr. Seth was granted an option to purchase 984,367 shares of common stock and Mr. O'Loughlin was granted an
option to purchase 253,123 shares of common stock. The options have an exercise price of $5.00 per share and expire on December 28, 2033.
Pursuant to the terms of the 2019 Stock Plan, 2% of the options will vest each month from the respective dates of grants until fully
vested.

 The
following table sets forth the compensation of our non-employee directors for the year ended December 31, 2024:

 Name

 Fees
 Earned

 Stock
 Awards

 Option
 Awards (1)(2)

 All Other

 Total

 June S. Almenoff (3)

 $
 8,333

 -

 $
 65,611

 -

 $
 73,944

 Jeffrey W. Chell

 $
 62,500

 -

 $
 -

 -

 $
 62,500

 David Nicholson

 $
 75,000

 -

 $
 -

 -

 $
 75,000

 Ajit J. Shetty

 $
 72,500

 -

 $
 -

 -

 $
 72,500

 Richard Steinhart

 $
 70,000

 -

 $
 -

 -

 $
 70,000

 (1)
 The
dollar amounts in this column represent the aggregate grant date fair value of options granted during 2024. These amounts have been calculated
in accordance with FASB ASC Topic 718, using the Black-Scholes option-pricing model. For a discussion of valuation assumptions, see Note
7 to our financial statements. These amounts do not necessarily correspond to the actual value that may be recognized from the option
awards by the Directors.

 (2)
 At
December 31, 2024, the aggregate number of option awards outstanding for each director was as follows: (i) for Dr. Almenoff, 50,000 (ii)
for Dr. Chell, 182,484, (iii) for Dr. Nicholson, 185,817, (iv) for Dr. Shetty, 182,484, and (v) for Mr. Steinhart, 185,817.

 (3)
 Dr. Almenoff
was appointed as a director, effective November 1, 2024.

 Our
non-employee directors are paid an annual fee of $45,000 and in most years, receive stock option grants. Dr. Nicholson as Lead Director
receives an additional annual fee of $10,000. Board committee members receive the following compensation, in addition to their annual
fees:

 BOD Committee

 Chairman

 Member

 Audit

 $
 20,000

 $
 10,000

 $
 15,000

 $
 7,500

 Nominating and Corporate Governance

 $
 10,000

 $
 5,000

 OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END – 2024

 The
following table sets forth all unexercised stock options and unvested restricted stock units that have been awarded to our named executives
by the Company that were outstanding as of December 31, 2024.

 Option Awards

 Stock Awards

 Name (a)

 Underlying
 Unexercised
 (#)
 (Exercisable)
 (b)

 Underlying
 Unexercised
 (#)
 (Unexercisable)
 (c)

 Incentive
 Plan
 Awards:
 Underlying
 Unexercised
 Unearned
 (#)(d)

 Option
 Exercise
 Price
 ($) (e)

 Option
 Expiration
 Date
 (f)

 Shares or
 Units of
 Stock That
 Have Not
 (#) (g)

 Market
 Value of
 Shares or
 Units of
 Stock
 That
 Have Not
 ($) (h)

 Incentive
 Plan
 Awards:
 Number
 of
 Unearned
 Shares,
 Units or
 Other
 Rights
 That
 Have Not
 (#) (i)

 Incentive
 Plan
 Awards:
 Market
 or
 Payout
 Value of
 Unearned
 Shares,
 Units or
 Other
 Rights
 That
 Have Not
 ($) (j)

 16,666
 (1)

 -

 -

 59.70

 4/15/2026

 -

 -

 -

 -

 24,998
 (1)

 -

 -

 41.70

 3/14/2027

 -

 -

 -

 -

 33,333
 (1)

 -

 -

 23.497

 7/13/2028

 -

 -

 -

 -

 50,000
 (1)

 -

 -

 6.96

 7/12/2029

 -

 -

 -

 -

 139,062
 (1)

 -

 -

 9.55

 8/12/2030

 -

 -

 -

 -

 241,941
 (2)

 68,241

 -

 6.07

 9/01/2031

 -

 -

 -

 -

 479,872
 (2)

 347,494

 -

 4.96

 7/01/2032

 -

 -

 -

 -

 236,248
 (2)

 748,119

 -

 5.00

 12/28/2033

 -

 -

 -

 -

 -

 -

 -

 -

 -

 300,000

 378,000

 -

 -

 3,333
 (1)

 -

 -

 53.70

 9/28/2025

 -

 -

 -

 -

 1,666
 (1)

 -

 -

 59.70

 4/15/2026

 -

 -

 -

 -

 3,333
 (1)

 -

 -

 41.70

 3/14/2027

 -

 -

 -

 -

 8,833
 (1)

 -

 -

 23.497

 7/13/2028

 -

 -

 -

 -

 13,333
 (1)

 -

 -

 6.96

 7/12/2029

 -

 -

 -

 -

 59,066
 (1)

 -

 -

 9.55

 8/12/2030

 -

 -

 -

 -

 83,821
 (2)

 23,642

 -

 6.07

 9/01/2031

 -

 -

 -

 -

 148,734
 (2)

 107,704

 -

 4.96

 7/01/2032

 -

 -

 -

 -

 60,749
 (2)

 192,374

 -

 5.00

 12/28/2033

 -

 -

 -

 -

 (1)
 Fully
vested.

 (2)
 Pursuant
to the terms of the Company's 2019 Stock Plan, 2% of these options vest each month from the date of grant.

 Indemnification
of Directors and Officers

 Section
102(b)(7) of the Delaware General Corporation Law allows a corporation to provide in its certificate of incorporation that a director
of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except where the directors breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct
or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law
or obtained an improper personal benefit. Our certificate of incorporation provides for this limitation of liability.

 Section
145 of the General Corporation Law of the State of Delaware provides that a Delaware corporation may indemnify any person who was, is
or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer employee
or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided
such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation's best
interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal.
A Delaware corporation may indemnify any persons who are, or were, a party to any threatened, pending or completed action or suit by
or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the corporation's best interests, provided that no indemnification is
permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an
officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify
him or her against the expenses which such officer or directors has actually and reasonably incurred.

 Section
145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his
or her status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

 Our
bylaws provide that we will indemnify our directors and officers to the fullest extent authorized by the General Corporation Law of the
State of Delaware. Expenses (including attorneys' fees) incurred by an officer or director of the Corporation in defending any
civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized under Delaware law. Such
expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents of the Company or
by persons serving at the request of the Company as directors, officers, employees or agents of another corporation, partnership, joint
venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the Company deems appropriate.

 The
indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire
under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

 We
maintain a general liability insurance policy that covers liabilities of directors and officers of our corporation arising out of claims
based on acts or omissions in their capacities as directors or officers. We have also entered into Indemnification Agreements with our
executive officers and directors.

 At the present time, there is no pending litigation or proceeding involving
a director, officer, employee, or other agent of ours in which indemnification would be required or permitted and we are not aware of
any threatened litigation or proceeding that may result in a claim for such indemnification, in each case, except as set forth under "Legal
Proceedings."

 Timing
of Certain Equity Awards

 We
do not have any policies and practices on the timing of awards of stock options or other equity grants in relation to the disclosure
of material nonpublic information. The Company grants stock options based on timelines in the normal course of business independent of
the occurrence of these types of events (e.g., at pre-established dates, such as on an employee's start date, at board of director
meetings held once each year and following annual performance reviews). During the last completed fiscal year, we did not grant equity
awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common
stock, and did not time the public release of such information based on award grant dates. During the last completed fiscal year, we
have not made awards to any named executive officer during the period beginning four business days before and ending one business day
after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have
not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 The
following table shows the beneficial ownership of our common stock as of March 27, 2025 held by (i) each person known to us to be the
beneficial owner of more than five percent (5%) of any class of our voting shares; (ii) each director; (iii) each Named Executive Officer;
and (iv) all directors and executive officers as a group.

 Beneficial
ownership is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect
to the securities held. Shares of common stock subject to options and warrants currently exercisable or which may become exercisable
within 60 days of March 27, 2025, are deemed outstanding and beneficially owned by the person holding such options or warrants for purposes
of computing the number of shares and percentage beneficially owned by such person, but are not deemed outstanding for purposes of computing
the percentage beneficially owned by any other person. Except as indicated in the footnotes to this table, the persons or
entities named have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.

 Unless
otherwise indicated, the principal address of each of the persons below is c/o Actinium Pharmaceuticals, Inc., 100 Park Ave, 23 rd
 Floor, New York, NY 10017.

 Name of Beneficial Owner

 Shares of
 Common
 Stock
 Beneficially
 Owned

 Percentage
 of
 Ownership (a)

 Beneficial Owners of 5% or More of Our Common Stock

 BlackRock, Inc.

 1,691,914
 (1)

 5.4
 %

 The Vanguard Group

 1,625,000
 (2)

 5.2
 %

 Named Executive Officers and Directors

 1,414,624
 (3)

 4.4
 %

 440,690
 (4)

 1.4

 June Almenoff, M.D. Ph. D.

 -

 *

 Jeffrey W. Chell, M.D.

 109,379
 (5)

 *

 David Nicholson, Ph. D.

 112,212
 (6)

 *

 Ajit S. Shetty, Ph. D.

 110,136
 (7)

 *

 Richard I. Steinhart

 112,195
 (8)

 *

 All Directors and Officers as a Group (7 persons)

 2,304,617
 (9)(10)

 6.9
 %

 *

 less than 1%

 (a)

 Based on 31,195,891 shares
 of common stock outstanding as of March 27, 2025

 (1)

 Based on the Schedule 13G
 filed by BlackRock Inc. ("BlackRock") as the parent holding company or control person of BlackRock Advisors, LLC, BlackRock
 Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Financial Management, Inc., and BlackRock Investment Management,
 LLC with the SEC on January 29, 2024, reporting beneficial ownership as of December 30, 2023. BlackRock is the beneficial owner of
 1,691,914 shares of common stock and has sole voting power and sole dispositive power over 1,691,914 shares of common stock. The
 address for each of the reporting persons is 50 Hudson Yards, New York, NY 10001.

 (2)

 Based on the Schedule 13G/A
 filed by The Vanguard Group, Inc. ("Vanguard") with the SEC on November 12, 2024, reporting beneficial ownership as of
 September 30, 2024. Vanguard is the beneficial owner of 1,625,000 shares of common stock and has shared voting power over 48,600
 shares of common stock, sole dispositive power over 1,567,507 shares of common stock and shares dispositive power over 57,493 shares
 of common stock. The address for Vanguard is 100 Vanguard Blvd. Malvern, PA 19355.

 (3)

 Includes 5,381 shares of
 common stock and 1,414,624 shares of common stock underlying options that will have vested within 60 days of March 28, 2025.

 (4)

 Includes 1,183 shares of
 common stock and 439,507 shares of common stock underlying options that will have vested within 60 days of March 28, 2025.

 (5)

 Includes 109,379 shares
 of common stock underlying options that will have vested within 60 days of March 28, 2025.

 (6)

 Includes 333 shares of
 common stock and 111,879 shares of common stock underlying options that will have vested within 60 days of March 28, 2025.

 (7)

 Includes 757 shares of
 common stock and 109,379 shares of common stock underlying options that will have vested within 60 days of March 28, 2025.

 (8)

 Includes 316 shares of
 common stock and 111,879 shares of common stock underlying options that will have vested within 60 days of March 28, 2025.

 (9)

 Includes 7,970 shares of
 common stock and 2,296,647 shares of common stock underlying options that will have vested within 60 days of March 28, 2025.

 (10)

 On March 31,
2025, our Board of Directors of approved the cancellation of certain stock options to purchase 5,149,944 shares of common stock held
by certain current employees and directors that were initially granted under the Company's Amended and Restated 2013 Stock Plan
and 2019 Amended and Restated Stock Plan.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Transactions
with Related Persons

 None.

Independence

 For
disclosures regarding our policies relating to director independence, refer to the section above titled "Directors, Executive Officers
and Corporate Governance—Corporate Governance—Director Independence."

 Non-Competition
Agreements

 Our
executive officers have signed non-competition agreements, which provide that all inventions become the immediate property of us and
require invention assignments. The agreements provide that the executive officers will hold proprietary information in the strictest
confidence and not use the confidential information for any purpose not expressly authorized by us.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The
table below shows the aggregate fees billed for professional services for the audits and audit-related fees of the Company's annual
financial statements included in Form 10-K for the years ending December 31, 2024 and 2023, respectively, by Marcum LLP (PCAOB ID Number
 688).

 Year Ended
 2024

 Year Ended
 2023

 Audit Fees

 $
 180,048

 $
 184,202

 Audit – Related Fees

 45,097

 41,797

 Tax Fees

 -

 -

 All Other Fees

 -

 -

 Total

 $
 225,145

 $
 225,999

 Audit
Fees. This category includes the audit of our annual consolidated financial statements, reviews of our financial statements included
in our Form 10-K and Form 10-Qs and services that are normally provided by our independent registered public accounting firm in connection
with its engagements for those years.

 Audit-Related
Fees. This category consists of assurance and related services by our independent registered public accounting firm that are reasonably
related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees."
The services for the fees disclosed under this category include consents regarding equity issuances.

 Pre-Approval
Policy

 In
2015, the Audit Committee adopted policies and procedures for the pre-approval of audit and non-audit services performed by the independent
registered public accountants pursuant to which the Audit Committee generally is required to pre-approve the audit and permissible non-audit
services performed by the independent registered public accountants in order to ensure that the provision of such services does not impair
the registered accountants' independence.

 All
of the services rendered by Marcum in 2024 were pre-approved by the Audit Committee.

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 (a)(1) Financial
Statements

 The
documents listed below are filed as part of this Form 10-K:

 Page

 Report of Independent Registered Public Accounting Firm (Firm ID # 688)

 Consolidated Balance Sheets as of December 31, 2024, and December 31, 2023

 Consolidated Statements of Operations for the years ended December 31, 2024, and December 31, 2023

 Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2024, and December 31, 2023

 Consolidated Statements of Cash Flows for the years ended December 31, 2024, and December 31, 2023

 Notes to Consolidated Financial Statements

 (a)(2) Consolidated
Financial Statement Schedules:

 Schedules
not filed are omitted because of the absence of the conditions under which they are required or because the required information is included
in the consolidated financial statements or the notes thereto.

 Exhibit

 Number

 Description

 1.1

 Capital
 on Demand Sales Agreement, dated August 7, 2020, by and between Actinium Pharmaceuticals, Inc. and JonesTrading Institutional
 Services LLC (incorporated by reference to Exhibit 1.2 to Registration Statement on Form S-3 filed on August 7, 2020).

 1.2

 Amended
 and Restated Capital on Demand Sales Agreement, by and between Actinium Pharmaceuticals, Inc., JonesTrading Institutional
 Services LLC, and B. Riley Securities, Inc., dated June 28, 2022 (incorporated by reference to Exhibit 1.1 to Form 8 K filed on June
 29, 2022).

 3.1

 of Incorporation of Actinium Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K filed
 with the SEC on April 17, 2013).

 3.2

 of Amendment to Certificate of Incorporation filed January 7, 2014 (incorporated by reference to Exhibit 3.5 to Form S-1 filed on
 January 31, 2014).

 3.3

 of Amendment to Certificate of Incorporation filed February 3, 2014. (incorporated by reference to Exhibit 3.1 to Form 8-K filed
 on February 7, 2014).

 3.4

 of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed on March 4, 2015).

 3.5

 of Amendment to Actinium's Certificate of Incorporation, as amended, filed on February 26, 2018 (incorporated by reference
 to Exhibit 3.1 to Form 8-K filed on February 26, 2018).

 3.6

 of Amendment to Actinium's Certificate of Incorporation, as amended, filed on March 6, 2019 (incorporated by reference to Exhibit
 3.7 to Form 10-K filed on March 15, 2019).

 3.7

 of Amendment to Certificate of Incorporation, as amended, filed on June 16, 2020 (incorporated by reference to Exhibit 3.1 to Form
 8-K filed on June 16, 2020).

 3.8

 Amended
 and Restated Bylaws, dated August 8, 2018 (incorporated by reference to Exhibit 3.1 to Form 10-Q filed on August 9, 2018).

 3.9

 Amendment
 to the Amended and Restated Bylaws, dated May 7, 2020 (incorporated by reference to Exhibit 3.1 to Form 8-K filed on May 5, 2020).

 4.1

 Form
 of Common Stock Warrant, dated December 27, 2013 and January 10, 2014 (incorporated by reference to Exhibit 4.8 to Form S-1
 filed on January 31, 2014).

 4.2

 Form
 of Warrant (incorporated by reference to Exhibit 4.1 to Form 8-K filed on April 18, 2019).

 4.3

 Description
 of Securities (incorporated by reference to Exhibit 4.15 to Form 10-K filed on March 31, 2021)

 10.1#

 Pharmaceuticals, Inc. Amended and Restated 2013 Stock Plan (incorporated by reference to Exhibit 10.42 to Form 10-K filed on March
 16, 2015).

 10.2#

 First
 Amendment to Amended and Restated 2013 Stock Plan, effective August 6, 2015 (incorporated by reference to Exhibit 10.1 to Form 10-Q
 filed on August 7, 2015).

 10.3#

 Second
 Amendment to the 2013 Amended and Restated Stock Plan, effective as of December 15, 2015 (incorporated by reference to Exhibit 10.1
 to Form 8-K filed on December 16, 2015).

 10.4#

 Third
 Amendment to the 2013 Amended and Restated Stock Plan, effective as of December 22, 2015 (incorporated by reference to Exhibit 10.56
 to Form 10-K filed on March 11, 2016).

 10.5#

 Fourth
 Amendment to the 2013 Amended and Restated Stock Plan, effective as of December 13, 2016 (incorporated by reference to Exhibit 1.1
 to Form 8-K filed on December 14, 2016).

 10.6#

 Fifth
 Amendment to the 2013 Amended and Restated Stock Plan, as amended (incorporated by reference to Exhibit 10.59 to Form 10-K filed
 on March 16, 2017).

 10.7#

 Agreement, dated March 28, 2017, between Ajit S. Shetty and Actinium Pharmaceuticals, Inc. (incorporated by reference to Exhibit
 10.1 to Form 8-K filed on March 28, 2017).

 10.8#

 Indemnity
 Agreement, dated March 28, 2017, between Ajit S. Shetty and Actinium Pharmaceuticals, Inc. (incorporated by reference to Exhibit
 10.2 to Form 8-K filed on March 28, 2017).

 10.9

 Confidential
 Information and Invention Assignment Agreement, dated March 28, 2017, between Ajit S. Shetty and Actinium Pharmaceuticals, Inc. (incorporated
 by reference to Exhibit 10.3 to Form 8-K filed on March 28, 2017).

 10.10#

 Amendment
 to Amended and Restated Consulting Agreement, dated May 5, 2017, by and between Actinium Pharmaceuticals, Inc. and Sandesh Seth (incorporated
 by reference to Exhibit 10.1 to Form 8-K filed on May 11, 2017).

 10.11#

 Agreement, dated September 17, 2015, between Steve O'Loughlin and Actinium Pharmaceuticals, Inc. (incorporated by reference
 to Exhibit 10.2 to Form 10-Q filed on May 15, 2017).

 10.12#

 Indemnification
 Agreement, dated May 15, 2017, between Steve O'Loughlin and Actinium Pharmaceuticals, Inc. (incorporated by reference to Exhibit
 10.3 to Form 10-Q filed on May 15, 2017).

 10.13#

 Sixth
 Amendment to the 2013 Amended and Restated Stock Plan, as amended (incorporated by reference to Exhibit 10.56 to Form 10-K filed
 on March 16, 2018).

 10.14#

 Agreement, dated April 27, 2018, by and between Actinium Pharmaceuticals, Inc. and Jeffrey W. Chell (incorporated by reference to
 Exhibit 10.1 to Form 8-K filed on May 1, 2018).

 10.15#

 Indemnity
 Agreement, dated April 27, 2018, by and between Actinium Pharmaceuticals, Inc. and Jeffrey W. Chell (incorporated by reference to
 Exhibit 10.2 to Form 8-K filed on May 1, 2018).

 10.16

 Confidential
 Information and Invention Assignment Agreement, dated April 27, 2018, by and between Actinium Pharmaceuticals, Inc. and Jeffrey W.
 Chell (incorporated by reference to Exhibit 10.3 to Form 8-K filed on May 1, 2018).

 10.17#

 Agreement, dated August 8, 2018, by and between Actinium Pharmaceuticals, Inc. and Sandesh Seth (incorporated by reference to Exhibit
 10.1 to Form 10-Q filed on August 9, 2018).

 10.18#

 Agreement, dated August 8, 2018, by and between Actinium Pharmaceuticals, Inc. and Steve O'Loughlin (incorporated by reference
 to Exhibit 10.2 to Form 10-Q filed on August 9, 2018).

 10.19#

 Seventh
 Amendment to the 2013 Amended and Restated Stock Plan, as amended (incorporated by reference to Exhibit 10.39 to Form 10-K filed
 on March 15, 2019).

 10.20

 Form
 of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 18, 2020).

 10.21#

 Agreement, dated August 12, 2020, by and between Actinium Pharmaceuticals, Inc. and Sandesh Seth (incorporated by reference to Exhibit
 10.3 to Form 10-Q filed on August 14, 2020).

 10.22#

 Agreement, dated August 12, 2020, by and between Actinium Pharmaceuticals, Inc. and Steve O'Loughlin (incorporated by reference
 to Exhibit 10.4 to Form 10-Q filed on August 14, 2020).

 10.23#

 Pharmaceuticals, Inc. 2019 Stock Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 20, 2020).

 10.24#

 First
 Amendment to the Actinium Pharmaceuticals, Inc. 2019 Plan (incorporated by reference to Exhibit 10.2 to Form 8-K filed on November 20,
 2020).

 10.25#

 Second
 Amendment to the Actinium Pharmaceuticals, Inc. 2019 Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 9,
 2021).

 10.26+

 Exclusive
 License and Supply Agreement, dated April 7, 2022, between Immedica Pharma AB and Actinium Pharmaceuticals, Inc. (incorporated by
 reference to Exhibit 10.1 to Form 10-Q filed on August 12, 2022).

 10.27

 Sublease
 Agreement, dated April 28, 2022, between ABN AMRO HOLDINGS USA LLC and Actinium Pharmaceuticals, Inc. (incorporated by reference
 to Exhibit 10.2 to Form 10-Q filed on August 12, 2022).

 10.28#

 Third
 Amendment to the Actinium Pharmaceuticals, Inc. 2019 Stock Plan (incorporated by reference to Exhibit 99.4 to the Registration Statement
 on Form S-8 filed on August 19, 2022).

 10.29#

 Fourth
 Amendment to the Actinium Pharmaceuticals, Inc. 2019 Stock Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed
 on December 30, 2022).

 10.30#

 Amendment
 to Employment Agreement, dated November 1, 2023, by and between Actinium Pharmaceuticals, Inc. and Sandesh Seth (incorporated by
 reference to Exhibit 10.1 to Form 10-Q filed on November 2, 2023).

 14.1

 Code
 of Ethics (incorporated by reference to Exhibit 14.1 to Form 8-K filed on January 2, 2013).

 19.1

 Actinium Pharmaceuticals, Inc. Insider Trading Policy and Procedures (included in Exhibit 14.1).

 21.1

 List
 of Subsidiaries (incorporated by reference to Exhibit 21.1 to Form 10-K filed on March 16, 2015).

 23.1*

 Consent
 of Marcum LLP.

 31.1*

 Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Principal Financial and Accounting Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1**

 Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2**

 Certification of Principal Financial and Accounting Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97.1

 Actinium Pharmaceuticals, Inc. Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to Form 10-K filed on March 29, 2024).

 101.INS **

 101.SCH **

 Document

 101.CAL **

 Linkbase Document

 101.DEF **

 Linkbase Document

 101.LAB **

 Linkbase Document

 101.PRE **

 Linkbase Document

 Cover Page Interactive

 *

 Filed herewith.

 **

 Furnished herewith.

 #

 Indicates a management
 contract or compensatory plan or arrangement.

 +

 Certain of the schedules
 (and similar attachments) to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) of Regulation S-K under
 the Securities Act of 1933, as amended, because they do not contain information material to an investment or voting decision and
 that information is not otherwise disclosed in the Exhibit or the disclosure document. The registrant hereby agrees to furnish a
 copy of all omitted schedules (or similar attachments) to the SEC upon its request.

 Portions of this exhibit
 have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because they are
 both (i) not material and (ii) the type that the registrant treats as private or confidential. A copy of the omitted portions will
 be furnished to the SEC upon its request.

 SIGNATURES

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
Registrant.

 Dated: March 31, 2025

 ACTINIUM PHARMACEUTICALS, INC.

 By:

 /s/

 Chairman and Chief Executive Officer (Duly Authorized
 Officer,

 Principal Executive Officer)

 By:

 /s/ Steve
 O'Loughlin

 Chief Financial Officer

 (Duly Authorized Officer,

 Principal Financial and Accounting Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the
Registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ Sandesh
 Seth

 Chairman and Chief Executive Officer

 (Principal Executive Officer)

 /s/ June Almenoff

 June Almenoff

 /s/ Jeffrey
 Chell

 Jeffrey Chell

 /s/ David
 Nicholson

 David Nicholson

 /s/ Richard
 I. Steinhart

 Richard I. Steinhart

 /s/ Ajit J.
 Shetty

 Ajit J. Shetty

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