Actinium Pharmaceuticals, Inc. Goes Public via a Reverse Merger into Cactus Ventures, Inc.
NEW YORK, Jan. 3, 2013 /PRNewswire/ -- Actinium Pharmaceuticals, Inc. ("Actinium") announced today that it went public via a reverse merger into Cactus Ventures, Inc. (OTCBB: CTVN), a fully reporting public company (the "Company") pursuant to a share exchange agreement dated December 28, 2012. As a result of the share exchange, former shareholders of Actinium became the controlling shareholders of the public Company. On the closing of the share exchange approximately 21% of Actinium's issued and outstanding shares were exchanged for 4,309,015 shares of the Company's common stock. The Company's stock will trade under the name Cactus Ventures, Inc. until such time as the intended name change to Actinium Pharmaceuticals, Inc. takes effect.
The Company will continue to exchange its shares of common stock for shares of Actinium held by the remaining Actinium shareholders and urges existing Actinium shareholders to do so as quickly as possible.
Jack Talley, our President and Chief Executive Officer, said: "As we are expanding our ongoing clinical trials and adding new ones, it is very important to have access to public markets and provide liquidity for our investors who helped us reach this stage in the clinical development of our drug candidates."
Mr. Talley will serve as our President and Chief Executive Officer of the newly public company. Dragan Cicic, MD will serve as our Chief Operating Officer and Chief Medical Officer. Enza Guagenti will serve as our Chief Financial Officer. Our Board of Directors will include Mr. Talley, Dr. Rosemary Mazanet, David Nicholson, Sandesh Seth and Sergio Traversa. The Company will be based in New York, NY.
On December 26, 2012, Actinium announced that it completed a first closing of $5.1 million in its current round of financing (the "Offering"), for which Laidlaw & Company (UK) Ltd. is the exclusive placement agent. Funding from the Offering will be used primarily for further development of Actimab™A, Actinium's lead drug candidate in multicenter Phase I/II trials in Acute Myeloid Leukemia (AML) and Iomab™ – B, a Phase II clinical stage bone marrow conditioning agent for preparing patients for hematopoietic stem cell transplantation.
Post the closing of the share exchange, the Company will continue the Offering on the same terms on a pro-forma basis with the common shares offered at $1.65 per share, the 120 day warrants exercise price at $1.65 per share and the 5 year warrants exercise price at $2.47 per share. Investors in the Offering will receive securities of the Company, the public company, and not Actinium. The Company is authorized to sell up to $15 million in gross proceeds in the Offering.
More information about the transaction may be found in a current report on Form 8-K filed on January 2, 2013 with the United States Securities and Exchange Commission.
This press release shall not constitute an offer to sell or the solicitation of an offer to participate in the Offering. This press release is being issued pursuant to and in accordance with Rule 135 under the Securities Act of 1933, as amended.
About the Company
The Company is a New York, New York based biopharmaceutical company that develops innovative alpha particle immunotherapeutics based on its proprietary platform for the therapeutic utilization of alpha particle emitting actinium-225 and bismuth-213 isotopes in association with monoclonal antibodies. The Company also develops other radiopharmaceuticals for select applications.
This press release contains forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events, including our ability to raise capital, and to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These forward-looking statements are based on current expectations, estimates and projections about the Company's industry, management's beliefs and certain assumptions made by management. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Additional information concerning certain risks and uncertainties that could cause actual results to differ materially from that projected or suggested is contained in the Company's filings with the Securities and Exchange Commission (SEC), copies of which are available from the SEC or may be obtained upon request from the Company.
For more information:
Visit our web site www.actiniumpharmaceuticals.com or contact:
Jack Talley, CEO
Actinium Pharmaceuticals Inc.
Tel: (646) 459-4201
SOURCE Actinium Pharmaceuticals, Inc.