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Actinium Pharmaceuticals, Inc. Proxy Solicitation & Information Statement 2015

Nov 27, 2015

34570_rns_2015-11-27_59fa6fd7-a0e3-4e02-a7c3-85acad946499.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 defa14a1115_actiniumpharma.htm DEFINITIVE ADDITIONAL MATERIALS

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

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SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

| ☐ | Preliminary Proxy Statement | | --- | --- | | ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | | ☐ | Definitive Proxy Statement | | ☒ | Definitive Additional Materials | | ☐ | Soliciting Material under Rule 14a-12 |

Actinium Pharmaceuticals, Inc.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

| ☒ | No fee required. | | | --- | --- | --- | | ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | | | | 1. | Title of each class of securities to which transaction applies: | | | 2. | Aggregate number of securities to which transaction applies: | | | 3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | | | 4. | Proposed maximum aggregate value of transaction: | | | 5. | Total fee paid: | | ☐ | Fee paid previously with preliminary materials. | | | ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-1 1(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | | | | 1. | Amount Previously Paid: | | | 2. | Form, Schedule or Registration Statement No.: | | | 3. | Filing Party: | | | 4. | Date Filed: |

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EXPLANATORY NOTE

Actinium Pharmaceuticals, Inc. (the “Company”) is providing shareholders with updated information relating to the quorum requirements described on pages 2-3 of the Company’s Proxy Statement filed on November 12, 2015.

Supplemental Information Regarding Quorum

On November 20, 2015, the Board of Directors of the Company amended its bylaws to reduce the quorum required for the Company’s annual meeting of stockholders, from a majority to thirty-four percent (34%) of the voting power of the shares of the Company. Therefore, thirty-four percent of the Company’s outstanding common shares as of the record date must be present at the annual meeting (in person or represented by proxy) in order to transact business.

This supplement should be considered in conjunction with the Proxy Statement.

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