ACTINIUM PHARMACEUTICALS, INC. (NYSEMKT:ATNM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
|
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Director
On March 28, 2017, Actinium Pharmaceuticals, Inc.s (the Company)
board of directors appointed Ajit S. Shetty, Ph.D. as a Class III
director.
A brief description of the background and business experience of
Dr. Shetty is as follows:
Dr. Shetty, age 70, joined Janssen Pharmaceutica, Inc. in 1976
ultimately rising to the position of President in 1986 where he
led the establishment of Janssens business in the U.S. From 1999
to 2008 he was Managing Director of Janssen Pharmaceutica, 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. Shettys most recent
role at Johnson Johnson he was head of Enterprise Supply Chain,
where he reported to the CEO and was responsible for the
transformation and optimization of Johnson Johnsons 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.
Dr.Shetty has served as a member of Agile Therapeutics, Inc.s
board of directors since February 2016. In 2007, Dr. Shetty was
bestowed the title of Baron by King Albert II of Belgium for his
exceptional merits. He is a member of the Board of Trustees of
Carnegie Mellon University, serves on the Board of Governors for
GS1 (Global Standards) in Belgium and formerly served on the
Corporate Advisory Board of the John Hopkins Carey Business
School. 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. In addition, he was elected Manager of the
Year in 2004 in Flanders and received a Life-Time
Achievement Award in India in 2010. We believe Dr.Shetty’s
qualifications to sit on our Board of Directors include his
extensive pharmaceutical experience leading commercial and supply
chain operations and his significant education background.
That Dr. Shetty has 36 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.
Term of Office
Dr. Shetty shall remain as a director of the Company until his
resignation, removal or successor, if any, is elected or
qualified. Mr. Shetty shall be classified as a Class III director
and be up for election at the 2019 annual shareholders meeting,
with a three year term thereafter.
Family Relationships
There are no family relationships between our directors and
officers.
Transactions with Related Persons
The Company does not have any related party transactions with Dr.
Shetty.
Director Agreement
On March 28, 2017, Dr. Shetty and the Company entered into a
director agreement (the Agreement). to the Agreement, Dr. Shetty
will be entitled to a compensation of $40,000 per year, payable
in quarterly installments. for his services as a director of the
Company. He was also granted 75,000 options (the Options) to
purchase shares of the Companys common stock. The Options shall
have a term of 10 years and the exercise price of the Options
shall be equal to the share price of the common stock on his
start date as a director, March 28, 2017. So long as Dr. Shettys
director relationship with the Company continues, the shares
underlying the Options shall vest in accordance with the
following schedule: 28% of the shares subject to the option shall
vest and become exercisable on the twelve month anniversary of
the vesting commencement date and 2% of the total number of
shares subject to the option shall vest and become exercisable
each month after the vesting commencement. The options will be
subject to the terms of the Companys Amended and Restated 2013
Stock Plan, as amended, and the Stock Option Agreement between
Dr. Shetty and the Company.
Dr. Shetty also entered into an Indemnity Agreement (the
Indemnity Agreement) with the Company, whereby the Company agreed
to indemnify Dr. Shetty in certain situations in connection with
his role as a director for the Company. Dr. Shetty also entered
into a Confidential Information and Invention Assignment
Agreement (the Confidential Information Agreement) with the
Company, whereby Mr. Shetty agreed to certain confidentiality and
invention assignment provisions.
The foregoing summaries do not purport to be complete and are
qualified in their entirety by reference to the Agreement,
Indemnity Agreement, and Confidential Information Agreement which
are filed as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3
respectively, to this Current Report on Form 8-K.
| Item 8.01 | Other Events. |
The Company issued a press release announcing the appointment of
Dr. Shetty to the Companys Board, a copy of which is filed as
Exhibit 99.1 to this report.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
to the rules and regulations of the Securities and Exchange
Commission, the attached exhibits are deemed to have been filed
with the Securities and Exchange Commission:
| Exhibit No. | Description | |
| 10.1 |
Director Agreement, dated March 28, 2017, by and between Ajit S. Shetty and Actinium Pharmaceuticals, Inc. |
|
| 10.2 |
Indemnity Agreement, dated March 28, 2017, by and between Ajit S. Shetty and Actinium Pharmaceuticals, Inc. |
|
| 10.3 |
Confidential Information and Invention Assignment Agreement, dated March 28, 2017, by and between Ajit S. Shetty and Actinium Pharmaceuticals, Inc. |
|
| 99.1 | Press Release, dated March 28, 2017 |
About ACTINIUM PHARMACEUTICALS, INC. (NYSEMKT:ATNM)
Actinium Pharmaceuticals, Inc. (Actinium) is a clinical-stage biopharmaceutical company engaged in developing cancer treatments. The Company is engaged in developing therapies for diseases using its alpha particle immunotherapy platform and other related technologies. The Company’s products include Actimab-A, an antibody-drug construct containing actinium 225 (Ac-225), and Iomab-B, an antibody-drug construct containing iodine 131 (I-131). Actimab-A is in human clinical trials stage for acute myeloid leukemia (AML) and Iomab-B in clinical trial stage for use in myeloconditioning for hematopoietic stem cells transplantation (HSCT) in various indications. Its products under development are monoclonal antibodies labeled with radioisotopes. It has four product candidates in clinical trials: Actimab-A (HuM195-Ac-225), Iomab-B (BC8-I-131), BC8-Y-90 and BC8-SA. It is pursuing development of Actimab-A and Iomab-B, while BC8-Y-90 and BC8-SA are in physician sponsored clinical phase I trials. ACTINIUM PHARMACEUTICALS, INC. (NYSEMKT:ATNM) Recent Trading Information
ACTINIUM PHARMACEUTICALS, INC. (NYSEMKT:ATNM) closed its last trading session up +0.08 at 1.58 with 677,391 shares trading hands.
