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Actinium Pharmaceuticals, Inc.
(A Development Stage Company)
Consolidated Financial Statements
As of December 31, 2011 and 2010 and
for the years ended December 31, 2011 and 2010 and
for the period from June 13, 2000 (inception) to December 31, 2011
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Actinium Pharmaceuticals, Inc.
(A Development Stage Company)
We have audited the accompanying consolidated balance sheets of Actinium Pharmaceuticals, Inc. (a Development Stage Company) (the Company ) as of December 31, 2011 and 2010, and the related consolidated statements of operations, changes in stockholders equity and cash flows for the years then ended and for the period from June 13, 2000 (Inception) to December 31, 2011. These consolidated financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Actinium Pharmaceuticals, Inc. as of December 31, 2011 and 2010 and the results of their operations and their cash flows for the years then ended and for the period from June 13, 2000 (Inception) to December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has not generated any revenue since its inception, has a history of operating losses, and has an accumulated deficit since its inception. Those conditions raise substantial doubt about the Company s ability to continue as a going concern. Management s plans in regard to those matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Actinium Pharmaceuticals, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
| December 31, 2011 | December 31, 2010 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 5,703,798 | $ | 196,135 | ||||
| R&D reimbursement receivable | 237,834 | 279,401 | ||||||
| Prepaid expenses and other current assets | 5,384 | 10,151 | ||||||
| Deferred financing costs | 252,248 | - | ||||||
| Total current assets | 6,199,264 | 485,687 | ||||||
| Property and equipment, net | 1,233 | 1,866 | ||||||
| TOTAL ASSETS | $ | 6,200,497 | $ | 487,553 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 644,511 | $ | 88,492 | ||||
| Convertible notes payable, net | 124,363 | - | ||||||
| Derivative liabilities | 4,439,613 | - | ||||||
| Total current liabilities | 5,208,487 | 88,492 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders equity: | ||||||||
| Preferred stock-Series A, $0.01 par value; 1,000,000 shares authorized; | ||||||||
| 1,000,000 shares issued and outstanding | 10,000 | 10,000 | ||||||
| Preferred stock-Series B, $0.01 par value; 4,711,247 shares authorized; | ||||||||
| 4,711,247 shares issued and outstanding | 47,112 | 47,112 | ||||||
| Preferred stock-Series C-1, $0.01 par value; 800,000 shares authorized; | ||||||||
| 800,000 shares issued and outstanding | 8,000 | 8,000 | ||||||
| Preferred stock-Series C-2, $0.01 par value; 666,667 shares authorized; | ||||||||
| 666,667 shares issued and outstanding | 6,667 | 6,667 | ||||||
| Preferred stock-Series C-3, $0.01 par value; 502,604 shares authorized; | ||||||||
| 502,604 shares issued and outstanding | 5,026 | 5,026 | ||||||
| Preferred stock-Series C-4, $0.01 par value; 4,250,000 shares authorized; | ||||||||
| 4,250,000 shares issued and outstanding | 42,500 | 42,500 | ||||||
| Preferred stock-Series D, $0.01 par value; 3,000,000 shares authorized; | ||||||||
| 3,000,000 shares issued and outstanding | 30,000 | 30,000 | ||||||
| Preferred stock-Series E, $0.01 par value; 30,000,000 shares authorized; | ||||||||
| 23,697,119 shares issued and outstanding | 236,971 | - | ||||||
| Common stock, $0.01 par value, 80,000,000 shares authorized; | ||||||||
| 2,407,805 shares issued and outstanding | 24,078 | 24,078 | ||||||
| Additional paid in capital | 47,963,914 | 44,163,141 | ||||||
| Deficit accumulated during development stage | (47,382,258) | (43,937,463) | ||||||
| Total stockholders' equity | 992,010 | 399,061 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 6,200,497 | $ | 487,553 |
See accompanying summary of accounting policies and notes to consolidated financial statements.
Actinium Pharmaceuticals, Inc.
(A Development Stage Company)
Consolidated Statements of Operations
| For the Period | ||||||||
| For the Year Ended | from June 13, | |||||||
| December 31, | 2000 (Inception) to | |||||||
| 2011 | 2010 | December 31, 2011 | ||||||
| Revenues | $ | - | $ | - | $ | - | ||
| Operating expenses: | ||||||||
| Research and development, net | 323,788 | 93,117 | 22,980,034 | |||||
| General and administrative | 2,959,246 | 561,970 | 19,998,743 | |||||
| Depreciation and amortization | 633 | 72,101 | 3,261,881 | |||||
| Loss on disposition of equipment | - | - | 550,186 | |||||
| Total operating expenses | 3,283,667 | 727,188 | 46,790,844 | |||||
| Loss from operations | (3,283,667) | (727,188) | (46,790,844) | |||||
| Other (income) expense: | ||||||||
| Interest expense | 175,094 | 78 | 865,380 | |||||
| Gain on extinguishment of liability | - | (260,000) | (260,000) | |||||
| Gain on change in fair value of derivative liabilities | (13,966) | - | (13,966) | |||||
| Total other (income) expense | 161,128 | (259,922) | 591,414 | |||||
| Net loss | $ | (3,444,795) | $ | (467,266) | $ | (47,382,258) | ||
| Net loss per common share - basic and diluted | ||||||||
| $ | (1.43) | $ | (0.19) | |||||
| Weighted average number of common shares | ||||||||
| outstanding - basic and diluted | 2,407,805 | 2,407,805 |
See accompanying summary of accounting policies and notes to consolidated financial statements.
Actinium Pharmaceuticals, Inc.
(A Development Stage Company)
Consolidated Statement of Changes in Stockholders Equity
For the Period From June 13, 2000 (Inception) to December 31, 2011
| Series A Preferred Stock | Series B Preferred Stock | Series C-1 Preferred Stock | Series C-2 Preferred Stock | ||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||
| Issuance of founder shares | - | $ | - | - | $ | - | - | $ | - | - | $ | - | |||
| Proceeds from issuance of Series A preferred | 437,500 | 4,375 | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2000 | 437,500 | 4,375 | - | - | - | - | - | - | |||||||
| Proceeds from issuance of Series A preferred | 562,500 | 5,625 | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2001 | 1,000,000 | 10,000 | - | - | - | - | - | - | |||||||
| Proceeds from issuance of common stock | - | - | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2002 | 1,000,000 | 10,000 | - | - | - | - | - | - | |||||||
| Proceeds from issuance of common stock | - | - | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2003 | 1,000,000 | 10,000 | - | - | - | - | - | - | |||||||
| Proceeds from issuance of common stock | - | - | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2004 | 1,000,000 | 10,000 | - | - | - | - | - | - | |||||||
| Proceeds from issuance of common stock | - | - | - | - | - | - | - | - | |||||||
| Option expense | - | - | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2005 | 1,000,000 | 10,000 | - | - | - | - | - | - |
See accompanying summary of accounting policies and notes to consolidated financial statements.
Actinium Pharmaceuticals, Inc.
(A Development Stage Company)
Consolidated Statement of Changes in Stockholders Equity
For the Period From June 13, 2000 (Inception) to December 31, 2011
| (Continued) | |||||||||||||||
| Series A Preferred Stock | Series B Preferred Stock | Series C-1 Preferred Stock | Series C-2 Preferred Stock | ||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||
| Balances, December 31, 2005 | 1,000,000 | $ | 10,000 | - | $ | - | - | $ | - | - | $ | - | |||
| Conversion of common stock to preferred stock | - | - | - | - | 800,000 | 8,000 | 666,667 | 6,667 | |||||||
| Proceeds from issuance of Series B preferred | - | - | 2,511,247 | 25,112 | - | - | - | - | |||||||
| Proceeds from issuance of common stock | - | - | - | - | - | - | - | - | |||||||
| Option expense | - | - | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2006 | 1,000,000 | 10,000 | 2,511,247 | 25,112 | 800,000 | 8,000 | 666,667 | 6,667 | |||||||
| Proceeds from issuance of Series B preferred | - | - | 2,200,000 | 22,000 | - | - | - | - | |||||||
| Common stock issued for services | - | - | - | - | - | - | - | - | |||||||
| Option expense | - | - | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2007 | 1,000,000 | 10,000 | 4,711,247 | 47,112 | 800,000 | 8,000 | 666,667 | 6,667 | |||||||
| Proceeds from issuance of Series D preferred | - | - | - | - | - | - | - | - | |||||||
| Option expense | - | - | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2008 | 1,000,000 | 10,000 | 4,711,247 | 47,112 | 800,000 | 8,000 | 666,667 | 6,667 | |||||||
| Option expense | - | - | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2009 | 1,000,000 | 10,000 | 4,711,247 | 47,112 | 800,000 | 8,000 | 666,667 | 6,667 | |||||||
| Option expense | - | - | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2010 | 1,000,000 | 10,000 | 4,711,247 | 47,112 | 800,000 | 8,000 | 666,667 | 6,667 |
See accompanying summary of accounting policies and notes to consolidated financial statements.
Actinium Pharmaceuticals, Inc.
(A Development Stage Company)
Consolidated Statement of Changes in Stockholders Equity
For the Period From June 13, 2000 (Inception) to December 31, 2011
| (Continued) | |||||||||||||||
| Series A Preferred Stock | Series B Preferred Stock | Series C-1 Preferred Stock | Series C-2 Preferred Stock | ||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||
| Balances, December 31, 2010 | 1,000,000 | $ | 10,000 | 4,711,247 | $ | 47,112 | 800,000 | $ | 8,000 | 666,667 | $ | 6,667 | |||
| Proceeds from issuance of Series E preferred | - | - | - | - | - | - | - | - | |||||||
| Option expense | - | - | - | - | - | - | - | - | |||||||
| Warrant expense | - | - | - | - | - | - | - | - | |||||||
| Fair value of derivative warrants | - | - | - | - | - | - | - | - | |||||||
| Beneficial conversion feature discount | - | - | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2011 | 1,000,000 | $ | 10,000 | 4,711,247 | $ | 47,112 | 800,000 | $ | 8,000 | 666,667 | $ | 6,667 |
See accompanying summary of accounting policies and notes to consolidated financial statements.
Actinium Pharmaceuticals, Inc.
(A Development Stage Company)
Consolidated Statement of Changes in Stockholders Equity
For the Period From June 13, 2000 (Inception) to December 31, 2011
| (Continued) | |||||||||||||||
| Series C-3 Preferred Stock | Series C-4 Preferred Stock | Series D Preferred Stock | Series E Preferred Stock | ||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||
| Issuance of founder shares | - | $ | - | - | $ | - | - | $ | - | - | $ | - | |||
| Proceeds from issuance of Series A preferred | - | - | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2000 | - | - | - | - | - | - | - | - | |||||||
| Proceeds from issuance of Series A preferred | - | - | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2001 | - | - | - | - | - | - | - | - | |||||||
| Proceeds from issuance of common stock | - | - | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2002 | - | - | - | - | - | - | - | - | |||||||
| Proceeds from issuance of common stock | - | - | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2003 | - | - | - | - | - | - | - | - | |||||||
| Proceeds from issuance of common stock | - | - | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2004 | - | - | - | - | - | - | - | - | |||||||
| Proceeds from issuance of common stock | - | - | - | - | - | - | - | - | |||||||
| Option expense | - | - | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2005 | - | - | - | - | - | - | - | - |
See accompanying summary of accounting policies and notes to consolidated financial statements.
Actinium Pharmaceuticals, Inc.
(A Development Stage Company)
Consolidated Statement of Changes in Stockholders Equity
For the Period From June 13, 2000 (Inception) to December 31, 2011
| (Continued) | |||||||||||||||
| Series C-3 Preferred Stock | Series C-4 Preferred Stock | Series D referred Stock | Series E Preferred Stock | ||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||
| Balances, December 31, 2005 | - | $ | - | - | $ | - | - | $ | - | - | $ | - | |||
| Conversion of common stock to preferred stock | 502,604 | 5,026 | 4,250,000 | 42,500 | - | - | - | - | |||||||
| Proceeds from issuance of Series B preferred | - | - | - | - | - | - | - | - | |||||||
| Proceeds from issuance of common stock | - | - | - | - | - | - | - | - | |||||||
| Option expense | - | - | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2006 | 502,604 | 5,026 | 4,250,000 | 42,500 | - | - | - | - | |||||||
| Proceeds from issuance of Series B preferred | - | - | - | - | - | - | - | - | |||||||
| Common stock issued for services | - | - | - | - | - | - | - | - | |||||||
| Option expense | - | - | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2007 | 502,604 | 5,026 | 4,250,000 | 42,500 | - | - | - | - | |||||||
| Proceeds from issuance of Series D preferred | - | - | - | - | 3,000,000 | 30,000 | - | - | |||||||
| Option expense | - | - | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2008 | 502,604 | 5,026 | 4,250,000 | 42,500 | 3,000,000 | 30,000 | - | - | |||||||
| Option expense | - | - | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2009 | 502,604 | 5,026 | 4,250,000 | 42,500 | 3,000,000 | 30,000 | - | - | |||||||
| Option expense | - | - | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2010 | 502,604 | 5,026 | 4,250,000 | 42,500 | 3,000,000 | 30,000 | - | - |
See accompanying summary of accounting policies and notes to consolidated financial statements.
Actinium Pharmaceuticals, Inc.
(A Development Stage Company)
Consolidated Statement of Changes in Stockholders Equity
For the Period From June 13, 2000 (Inception) to December 31, 2011
| (Continued) | |||||||||||||||
| Series C-3 Preferred Stock | Series C-4 Preferred Stock | Series D Preferred Stock | Series E Preferred Stock | ||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||
| Balances, December 31, 2010 | 502,604 | $ | 5,026 | 4,250,000 | $ | 42,500 | 3,000,000 | $ | 30,000 | - | $ | - | |||
| Proceeds from issuance of Series E preferred | - | - | - | - | - | - | 23,697,119 | 236,971 | |||||||
| Option expense | - | - | - | - | - | - | - | - | |||||||
| Warrant expense | - | - | - | - | - | - | - | - | |||||||
| Fair value of derivative warrants | - | - | - | - | - | - | - | - | |||||||
| Beneficial conversion feature discount | - | - | - | - | - | - | - | - | |||||||
| Net loss | - | - | - | - | - | - | - | - | |||||||
| Balances, December 31, 2011 | 502,604 | $ | 5,026 | 4,250,000 | $ | 42,500 | 3,000,000 | $ | 30,000 | 23,697,119 | $ | 236,971 |
See accompanying summary of accounting policies and notes to consolidated financial statements.
Actinium Pharmaceuticals, Inc.
(A Development Stage Company)
Consolidated Statement of Changes in Stockholders Equity
For the Period From June 13, 2000 (Inception) to December 31, 2011
| (Continued) | Deficit | |||||||||||
| Accumulated | ||||||||||||
| Additional | During | Total | ||||||||||
| Common Stock | Paid-in | Development | Stockholders' | |||||||||
| Shares | Amount | Capital | Stage | Equity (Deficit) | ||||||||
| Issuance of founder shares | 3,000,000 | $ | 30,000 | $ | - | $ | - | $ | 30,000 | |||
| Proceeds from issuance of Series A preferred | - | - | 1,745,625 | - | 1,750,000 | |||||||
| Net loss | - | - | - | (672,286) | (672,286) | |||||||
| Balances, December 31, 2000 | 3,000,000 | 30,000 | 1,745,625 | (672,286) | 1,107,714 | |||||||
| Proceeds from issuance of Series A preferred | - | - | 2,244,375 | - | 2,250,000 | |||||||
| Net loss | - | - | - | (5,090,621) | (5,090,621) | |||||||
| Balances, December 31, 2001 | 3,000,000 | 30,000 | 3,990,000 | (5,762,907) | (1,732,907) | |||||||
| Proceeds from issuance of common stock | 541,667 | 5,417 | 3,244,583 | - | 3,250,000 | |||||||
| Net loss | - | - | - | (3,192,384) | (3,192,384) | |||||||
| Balances, December 31, 2002 | 3,541,667 | 35,417 | 7,234,583 | (8,955,291) | (1,675,291) | |||||||
| Proceeds from issuance of common stock | 627,604 | 6,276 | 6,774,974 | - | 6,781,250 | |||||||
| Net loss | - | - | - | (3,532,044) | (3,532,044) | |||||||
| Balances, December 31, 2003 | 4,169,271 | 41,693 | 14,009,557 | (12,487,335) | 1,573,915 | |||||||
| Proceeds from issuance of common stock | 2,300,000 | 23,000 | 4,577,000 | - | 4,600,000 | |||||||
| Net loss | - | - | - | (5,734,791) | (5,734,791) | |||||||
| Balances, December 31, 2004 | 6,469,271 | 64,693 | 18,586,557 | (18,222,126) | 439,124 | |||||||
| Proceeds from issuance of common stock | 1,950,000 | 19,500 | 3,880,500 | - | 3,900,000 | |||||||
| Option expense | - | - | 315,388 | - | 315,388 | |||||||
| Net loss | - | - | - | (4,580,237) | (4,580,237) | |||||||
| Balances, December 31, 2005 | 8,419,271 | 84,193 | 22,782,445 | (22,802,363) | 74,275 |
See accompanying summary of accounting policies and notes to consolidated financial statements.
Actinium Pharmaceuticals, Inc.
(A Development Stage Company)
Consolidated Statement of Changes in Stockholders Equity
For the Period From June 13, 2000 (Inception) to December 31, 2011
| (Continued) | Deficit | ||||||||
| Accumulated | |||||||||
| Additional | During | Total | |||||||
| Common Stock | Paid-in | Development | Stockholders' | ||||||
| Shares | Amount | Capital | Stage | Equity (Deficit) | |||||
| Balances, December 31, 2005 | 8,419,271 | $ | 84,193 | $ | 22,782,445 | $ | (22,802,363) | $ | 74,275 |
| Conversion of common stock to preferred stock | (6,219,271) | (62,193) | - | - | - | ||||
| Proceeds from issuance of Series B preferred | - | - | 7,508,629 | - | 7,533,741 | ||||
| Proceeds from issuance of common stock | 8,400 | 84 | 16,716 | - | 16,800 | ||||
| Option expense | - | - | 252,308 | - | 252,308 | ||||
| Net loss | - | - | - | (6,053,362) | (6,053,362) | ||||
| Balances, December 31, 2006 | 2,208,400 | 22,084 | 30,560,098 | (28,855,725) | 1,823,762 | ||||
| Proceeds from issuance of Series B preferred | - | - | 6,578,000 | - | 6,600,000 | ||||
| Common stock issued for services | 199,405 | 1,994 | 396,816 | - | 398,810 | ||||
| Option expense | - | - | 255,061 | - | 255,061 | ||||
| Net loss | - | - | - | (5,617,581) | (5,617,581) | ||||
| Balances, December 31, 2007 | 2,407,805 | 24,078 | 37,789,975 | (34,473,306) | 3,460,052 | ||||
| Proceeds from issuance of Series D preferred | - | - | 5,970,000 | - | 6,000,000 | ||||
| Option expense | - | - | 269,618 | - | 269,618 | ||||
| Net loss | - | - | - | (5,570,905) | (5,570,905) | ||||
| Balances, December 31, 2008 | 2,407,805 | 24,078 | 44,029,593 | (40,044,211) | 4,158,765 | ||||
| Option expense | - | - | 112,382 | - | 112,382 | ||||
| Net loss | - | - | - | (3,425,986) | (3,425,986) | ||||
| Balances, December 31, 2009 | 2,407,805 | 24,078 | 44,141,975 | (43,470,197) | 845,161 | ||||
| Option expense | - | - | 21,166 | - | 21,166 | ||||
| Net loss | - | - | - | (467,266) | (467,266) | ||||
| Balances, December 31, 2010 | 2,407,805 | 24,078 | 44,163,141 | (43,937,463) | 399,061 |
See accompanying summary of accounting policies and notes to consolidated financial statements.
Actinium Pharmaceuticals, Inc.
(A Development Stage Company)
Consolidated Statement of Changes in Stockholders Equity
For the Period From June 13, 2000 (Inception) to December 31, 2011
| (Continued) | Deficit | ||||||||
| Accumulated | |||||||||
| Additional | During | Total | |||||||
| Common Stock | Paid-in | Development | Stockholders' | ||||||
| Shares | Amount | Capital | Stage | Equity (Deficit) | |||||
| Balances, December 31, 2010 | 2,407,805 | $ | 24,078 | $ | 44,163,141 | $ | (43,937,463) | $ | 399,061 |
| Proceeds from issuance of Series E preferred | - | - | 5,142,396 | - | 5,379,367 | ||||
| Option expense | - | - | 19,935 | - | 19,935 | ||||
| Warrant expense | - | - | 2,153,442 | - | 2,153,442 | ||||
| Fair value of derivative warrants | - | - | (3,887,850) | - | (3,887,850) | ||||
| Beneficial conversion feature discount | - | - | 372,850 | - | 372,850 | ||||
| Net loss | - | - | - | (3,444,795) | (3,444,795) | ||||
| Balances, December 31, 2011 | 2,407,805 | $ | 24,078 | $ | 47,963,914 | $ | (47,382,258) | $ | 992,010 |
See accompanying summary of accounting policies and notes to consolidated financial statements.
Actinium Pharmaceuticals, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
| For the Period | |||||||
| For the Year Ended | from June 13, | ||||||
| December 31, | 2000 (Inception) to | ||||||
| 2011 | 2010 | December 31, 2011 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
| Net loss | $ | (3,444,795) | $ | (467,266) | $ | (47,382,258) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
| Stock-based compensation expense | 2,173,377 | 21,166 | 3,828,110 | ||||
| Depreciation and amortization | 633 | 72,101 | 3,261,881 | ||||
| Loss on disposition of equipment | - | - | 550,186 | ||||
| Amortization of debt discount | 124,363 | - | 124,363 | ||||
| Amortization of deferred financing costs | 40,444 | - | 40,444 | ||||
| Gain on extinguishment of liability | - | (260,000) | (260,000) | ||||
| Gain on change in fair value of the derivatives | (13,966) | - | (13,966) | ||||
| Changes in operating assets and liabilities: | |||||||
| R&D reimbursement receivable | 41,567 | 52,461 | (237,834) | ||||
| Prepaid expenses and other current assets | 4,766 | (1,838) | (5,384) | ||||
| Accounts payable and accrued expenses | 556,019 | (26,364) | 904,510 | ||||
| Net cash used in operating activities | (517,592) | (609,740) | (39,189,948) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
| Payment made for patent rights | - | - | (3,000,000) | ||||
| Purchases of property and equipment | - | - | (813,300) | ||||
| Net cash used in investing activities | - | - | (3,813,300) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
| Borrowings on convertible debt, net | 645,888 | - | 645,888 | ||||
| Sales of common stock, net of offering costs | - | - | 18,548,050 | ||||
| Sales of preferred stock, net of offering costs | 5,379,367 | - | 29,513,108 | ||||
| Net cash provided by financing activities | 6,025,255 | - | 48,707,046 | ||||
| Net increase (decrease) in cash | 5,507,663 | (609,740) | 5,703,798 | ||||
| Cash at beginning of period | 196,135 | 805,875 | - | ||||
| Cash at end of period | $ | 5,703,798 | $ | 196,135 | $ | 5,703,798 | |
| SUPPLEMENTAL CASH FLOWS INFORMATION: | |||||||
| Cash paid for: | |||||||
| Income tax | $ | - | $ | - | $ | - | |
| Interest | - | 78 | 682 | ||||
| NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||||
| Beneficial conversion feature discount | $ | 372,850 | $ | - | $ | 372,850 | |
| Conversion of common stock to preferred stock | - | - | 62,193 | ||||
| Fair value of warrants issued with debt | 377,150 | - | 377,150 | ||||
| Fair value of warrants issued with Series E preferred | 3,887,850 | - | 3,887,850 | ||||
| Fair value of warrants issued to the placement agent | 188,579 | - | 188,549 |
See accompanying summary of accounting policies and notes to consolidated financial statements.
Actinium Pharmaceuticals, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
Note 1 Description of Business and Summary of Significant Accounting Policies
Nature of Business Actinium Pharmaceuticals, Inc. (API), incorporated on June 13, 2000, is a biotechnology company committed to developing breakthrough therapies for life threatening diseases using its alpha particle immunotherapy (APIT) platform and other related and similar technologies. API, together with its wholly owned subsidiary, MedActinium, Inc. (MAI), (hereinafter referred to collectively as API or the Company ) has initiated collaborative efforts with large institutions to establish the proof of concept of alpha particle immunotherapy and has supported one Phase I/Il clinical trial and one Phase I clinical trial at Memorial Sloan-Kettering Cancer Center (MSKCC) under an MSKCC Physician Investigational New Drug Application. In 2012, the Company launched a multi-center corporate sponsored trial in acute myeloid leukemia (AML) patients. The Company s objective, through research and development, is to produce reliable cancer fighting products which utilize monoclonal antibodies linked with alpha particle emitters or other appropriate payloads to provide very potent targeted therapies. The initial clinical trials of the Company s compounds have been with patients having acute myeloid leukemia and it is believed that the Company s APIT platform will have wider applicability for different types of cancer where suitable monoclonal antibodies can be found.
Development Stage Company API is considered a development stage company and has had no commercial revenue to date.
Principles of Consolidation The consolidated financial statements include the Company s accounts and those of the Company s wholly owned subsidiary. 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. Such balances are usually in excess of FDIC insured limits.
Property and Equipment Machinery and equipment are recorded at cost and depreciated on a straight-line basis over estimated useful lives of 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 or sold, 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.
Intangible Assets The Company entered into a Product Development and Patent License Agreement with Abbott Biotherapeutics Corp. (formerly Facet Biotech, formerly known as Protein Design Labs) to secure exclusive rights to a specific antibody when conjugated with alpha emitting radioisotopes. Terms included a license fee payment, milestone payments, and royalty payments on future sales. The agreement ends at the later of (1) 12.5 years after the first sale or (2) when the patent expires. The patent rights are being amortized on the straight-line method over seven years. As of December 31, 2011 and 2010, the patent rights have been fully amortized.
Amortization expense for the years ended December 31, 2011 and 2010 was $0 and $71,429, respectively.
Impairment of Long-Lived Assets Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be realizable or at a minimum annually during the fourth quarter of the year. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset s carrying value to determine if an impairment of such asset is necessary. The effect of any impairment would be to expense the difference between the fair value of such asset and its carrying value.
Derivatives All derivatives are recorded at fair value and recorded on the balance sheet. Fair values for securities traded in the open market and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates.
Actinium Pharmaceuticals, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements