Perspective Therapeutics, Inc. 10-Q

isr20180930_10q.htm   Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , DC 20549   FORM 10-Q     ☑ QUARTERLY Report PURSUANT TO Section 13 or 15( d ) of the Securities Exchange Act of 1934     For the quarterly period ended June 30, 2023 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 No. 001-33407   PERSPECTIVE THERAPEUTICS, INC. (Exact name of registrant as specified in its charter)   Delaware 41-1458152 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)     350 Hills St., Suite 106 , Richland , Washington 99354 (Address of principal executive offices) (Zip Code)     Registrant's telephone number, including area code: ( 509 ) 375-1202   Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value CATX NYSE American   Indicate 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 the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒ No ☐   Indicate 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 (§ 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.  ☐   Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes  ☐ No ☒   Number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date:   Class Outstanding as of August 9 , 2023 Common stock, $0.001 par value 280,571,026     i Table of Contents         PERSPECTIVE THERAPEUTICS, INC.   Table of Contents   PART I FINANCIAL INFORMATION         Item 1 Financial Statements 1         Condensed Consolidated Balance Sheets (Unaudited) 1         Condensed Consolidated Statements of Operations (Unaudited) 2         Condensed Consolidated Statements of Cash Flows (Unaudited) 3         Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) 4         Notes to the Condensed Consolidated Financial Statements (Unaudited) 5       Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 21       Item 3 Quantitative and Qualitative Disclosures About Market Risk 32       Item 4 Controls and Procedures 32       PART II OTHER INFORMATION         Item 1 Legal Proceedings 33       Item 1A Risk Factors 33       Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 34       Item 3 Defaults Upon Senior Securities 34       Item 4 Mine Safety Disclosures 34       Item 5 Other Information 34       Item 6 Exhibits 35       Signatures   36   ii Table of Contents       PART I - FINANCIAL INFORMATION   ITEM 1 - FINANCIAL STATEMENTS   Perspective Therapeutics, Inc. and Subsidiaries  Condensed Consolidated Balance Sheets  (Unaudited) (In thousands, except shares)        June 30,     December 31,       2023     2022   ASSETS                 Current assets:                 Cash and cash equivalents   $ 28,319     $ 20,993   Short-term investments     -       22,764   Accounts receivable, net     1,113       1,363   Inventory     1,094       1,409   Note receivable     -       6,109   Prepaid expenses and other current assets     1,428       577                     Total current assets     31,954       53,215                     Property and equipment, net     7,043       1,684   Right of use asset, net     805       378   Restricted cash     182       182   Inventory, non-current     2,269       2,396   Intangible assets     50,000       -   Goodwill     27,319       -   Other assets, net     573       236                     Total assets   $ 120,145     $ 58,091                     LIABILITIES AND STOCKHOLDERS' EQUITY                                   Current liabilities:                 Accounts payable and accrued expenses   $ 4,906     $ 1,541   Lease liability     262       276   Accrued protocol expense     387       233   Accrued radioactive waste disposal     20       129   Accrued payroll and related taxes     2,259       212   Accrued vacation     684       285   Other notes payable, current     71       -                     Total current liabilities     8,589       2,676   Non-current liabilities:                 Lease liability, non-current     543       116   Note payable     1,701       -   Asset retirement obligation     659       657                     Total liabilities     11,492       3,449   Commitments and contingencies (Note 9)                                       Stockholders' equity:                 Preferred stock, $ .001 par value; 7,000,000 shares authorized: Series B: 5,000,000 shares allocated; no shares issued and outstanding     -       -   Common stock, $ .001 par value; 750,000,000 shares authorized; 280,479,421  and 142,112,766  shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively     280       142   Additional paid-in capital     225,782       160,432   Accumulated deficit     ( 117,409 )     ( 105,932 )                   Total stockholders' equity     108,653       54,642                     Total liabilities and stockholders' equity   $ 120,145     $ 58,091     The accompanying notes are an integral part of these condensed consolidated financial statements.   1 Table of Contents   Perspective Therapeutics, Inc. and Subsidiaries  Condensed Consolidated Statements of Operations (Unaudited)  (Dollars and shares in thousands, except for per-share amounts)        Three months ended                Six months ended       June 30,              June 30,         2023     2022        2023        2022                                     Sales, net   $ 1,500     $ 2,505     $ 3,330     $ 5,415   Grant revenue     588       -       821       -   Total revenue     2,088       2,505       4,151       5,415   Cost of sales     1,840       1,579       3,416       3,048   Gross profit     248       926       735       2,367                                     Operating expenses:                                 Research and development     5,653       796       9,510       1,345   Sales and marketing     911       654       1,723       1,341   General and administrative     5,073       1,582       12,096       3,163   Change in estimate of asset retirement obligation (Note 10)     ( 15 )     -       ( 15 )     -   Loss on disposal of property and equipment     -       -       22       -   Total operating expenses     11,622       3,032       23,336       5,849                                     Operating loss     ( 11,374 )     ( 2,106 )     ( 22,601 )     ( 3,482 )                                    Non-operating income (expense):                                 Interest income     294       28       668       57   Interest expense     ( 28 )     -       ( 46 )     -   Other income     2             2       -   Non-operating income, net     268       28       624       57                                     Net loss before deferred income tax benefit     ( 11,106 )     ( 2,078 )     ( 21,977 )     ( 3,425 )                                   Deferred income tax benefit     -       -       10,500       -                                     Net loss   $ ( 11,106 )   $ ( 2,078 )   $ ( 11,477 )   $ ( 3,425 )                                    Basic and diluted loss per share   $ ( 0.04 )   $ ( 0.01 )   $ ( 0.05 )   $ ( 0.02 )                                    Weighted average shares used in computing net loss per share:                                 Basic and diluted     279,988       142,040       254,432       142,040       The accompanying notes are an integral part of these condensed consolidated financial statements.   2 Table of Contents     Perspective Therapeutics, Inc. and Subsidiaries  Condensed Consolidated Statements of Cash Flows (Unaudited)  (In thousands)        Six months ended June 30,       2023     2022                     CASH FLOWS FROM OPERATING ACTIVITIES:                 Net loss   $ ( 11,477 )   $ ( 3,425 ) Adjustments to reconcile net loss to net cash used by operating activities:                 Noncash lease expense     ( 14 )     4   Depreciation expense     425       129   Write-off of inventory associated with discontinued product     298       -   Loss on disposal of property and equipment     22       -   Amortization of other assets     20       20   Accretion of asset retirement obligation     17       16   Change in estimate of asset retirement obligation     ( 15 )     -   Share-based compensation     2,567       311   Deferred tax benefit     ( 10,500 )     -   Changes in operating assets and liabilities:                 Accounts receivable, net     250       39   Inventory     144       ( 1,920 ) Prepaid expenses and other current assets     ( 445 )     100   Accounts payable and accrued expenses     397       117   Accrued protocol expense     154       ( 3 ) Accrued radioactive waste disposal     ( 109 )     17   Accrued payroll and related taxes     405       286   Accrued vacation     66       ( 6 )                   Net cash used by operating activities     ( 17,795 )     ( 4,315 )                   CASH FLOWS FROM INVESTING ACTIVITIES:                 Additions to property and equipment     ( 756 )     ( 131 ) Additions to other assets     ( 18 )     ( 18 ) Proceeds from maturity of short-term investments     22,764       -   Net cash acquired in acquisition of Viewpoint     2,699       -                     Net cash provided (used) by investing activities     24,689       ( 149 )                   CASH FLOWS FROM FINANCING ACTIVITIES:                 Repayment of notes payable     ( 35 )     -   Proceeds from sales of common stock, pursuant to exercise of option     532       -   Issuance costs related to common stock issued in exchange for Viewpoint common stock     ( 65 )     -                     Net cash provided by financing activities     432       -                     Net increase (decrease) in cash, cash equivalents, and restricted cash     7,326       ( 4,464 ) Cash, cash equivalents, and restricted cash beginning of period     21,175       60,536   CASH, CASH EQUIVALENTS, AND RESTRICTED CASH END OF PERIOD   $ 28,501     $ 56,072                     Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets:                 Cash and cash equivalents   $ 28,319     $ 55,890   Restricted cash     182       182   Total cash, cash equivalents, and restricted cash shown on the condensed consolidated statements of cash flows   $ 28,501     $ 56,072     Supplemental schedule of noncash investing and financing activities:                 Fair value of Viewpoint assets acquired including goodwill   $ 85,885     $ -   136,545,075 shares of Perspective Therapeutics common stock issued in exchange for Viewpoint common stock     ( 54,618 )     -   Assumption of Viewpoint stock options and warrants at fair value     ( 7,836 )     -   Note receivable and accrued interest from Viewpoint forgiven     ( 6,171 )     -   Viewpoint liabilities assumed including deferred tax liabilities established through accounting for business combinations (see Note 14)   $ 17,260     $ -                     Modification of operating lease liability and right of use asset     557       -   The accompanying notes are an integral part of these condensed consolidated financial statements.   3 Table of Contents       Perspective Therapeutics, Inc. and Subsidiaries   Condensed Consolidated Statement of Changes in Stockholders' Equity  (Unaudited)   (In thousands, except shares)        Common Stock                               Shares     Amount     Additional Paid-in Capital     Accumulated Deficit     Total                                             Balances at December 31, 2021     142,040,266     $ 142     $ 159,421     $ ( 95,172 )   $ 64,391                                             Share-based compensation                   157             157   Net loss                         ( 1,347 )     ( 1,347 )                                           Balances at March 31, 2022     142,040,266     $ 142     $ 159,578     $ ( 96,519 )   $ 63,201                                             Issuance of common stock pursuant to exercise options                                         Share-based compensation                   154             154   Net loss                         ( 2,078 )     ( 2,078 )                                           Balances at June 30, 2022     142,040,266     $ 142     $ 159,732     $ ( 98,597 )   $ 61,277             Common Stock                               Shares     Amount     Additional Paid-in Capital     Accumulated Deficit     Total                                             Balances at December 31, 2022     142,112,766     $ 142     $ 160,432     $ ( 105,932 )   $ 54,642                                             Issuance of common stock in exchange for Viewpoint common stock, net of issuance costs     136,545,075       137       54,416             54,553   Assumption of Viewpoint stock options and warrants at fair value                   7,836             7,836   Share-based compensation                   1,368             1,368   Net loss                         ( 371 )     ( 371 )                                           Balances at March 31, 2023     278,657,841     $ 279     $ 224,052     $ ( 106,303 )    $ 118,028                                             Issuance of common stock pursuant to exercise of options     1,821,580       1       531             532   Share-based compensation                   1,199             1,199   Net loss                         ( 11,106 )     ( 11,106 )                                           Balances at June 30, 2023     280,479,421     $ 280     $ 225,782     $ ( 117,409 )   $ 108,653       The accompanying notes are an integral part of these condensed consolidated financial statements.   4 Table of Contents   Perspective Therapeutics, Inc. Notes to the Condensed Consolidated Financial Statements (Unaudited) For the quarter  ended June 30 , 2023  and 2022     1. Basis of Presentation and Summary of Significant Accounting Policies   The accompanying unaudited interim condensed consolidated financial statements are those of Perspective Therapeutics, Inc., and its wholly-owned subsidiaries, referred to herein as “Perspective Therapeutics” or the “Company”. All significant intercompany accounts and transactions have been eliminated in the consolidation. In the opinion of management, all adjustments necessary for the fair statement of the condensed consolidated financial statements have been included. These unaudited interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and related notes as set forth in the Company’s transition report filed on Form 10 -KT for the period ended December 31, 2022. Viewpoint Molecular Targeting, Inc. (“Viewpoint”) has been consolidated since the close of the Merger (see Note 14 ).   The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures are adequate for the information not to be misleading. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s financial position, results of operations and cash flows for the interim periods, but are not necessarily indicative of the results expected for the full fiscal year or any other period.   The Company anticipates that as the result of continuing operating losses and the significant net operating losses available from prior fiscal years, its effective income tax rate for fiscal year 2023  will be 0 %.   Significant Accounting Policies   Segments   ASC  280 ,   Segment Reporting,  establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has two reportable segments that are based on the following business units: Brachytherapy and Drug Operations. The Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.   Use of Estimates   The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management of the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes of the Company including the fair value of net assets acquired in a business combination; the allowance for doubtful accounts receivable; net realizable value of the enriched barium inventory; the estimated useful lives used in calculating depreciation and amortization on the Company’s fixed assets, patents, trademarks, intangible assets and other assets; estimated amount and fair value of the asset retirement obligation related to the Company’s production facilities; equity method investment; and inputs to the Black-Scholes calculation used in determining the expense related to share-based compensation including volatility and estimated lives of options granted and impairment of long-lived assets including intangible assets and goodwill. Accordingly, actual results could differ from those estimates and affect the amounts reported in the financial statements.   Business Acquisition Accounting   The Company applies the acquisition method of accounting for those that meet the criteria of a business combination. The Company allocates the purchase price of its business acquisition based on the fair value of identifiable tangible and intangible assets and liabilities. The difference between the total cost of the acquisition and the sum of the fair values of acquired tangible and identifiable intangible assets less liabilities is recorded as goodwill. Transaction costs are expensed as incurred in general and administrative expenses.   If applicable, the Company records deferred taxes for any differences between the assigned values and tax basis of assets and liabilities. Estimated deferred taxes are based on available information concerning the tax basis of assets acquired and liabilities assumed at the acquisition date, although such estimates may change in the future as additional information becomes known.   Goodwill and In-Process Research and Development (IPR&D)   The fair value of acquired intangible assets is determined using an income-based approach referred to as the multi-period excess-earnings approach.   Goodwill is tested at least annually for impairment by assessing qualitative factors in determining whether it is more likely than not that the fair value of net assets is below their carrying amounts.   IPR&D assets represent the fair value of incomplete R&D projects that had not reached technological feasibility as of the date of the acquisition. Initially, these assets are classified as IPR&D and are not subject to amortization. IPR&D assets that reach commercialization are amortized on a straight-line basis over their estimated useful life. Estimated useful lives are determined considering the period the assets are expected to contribute to future cash flows. IPR&D is tested for impairment at least annually or more frequently if events occur or circumstances change that would indicate a potential reduction in the fair values of the assets below their carrying value. Impairment charges are recognized to the extent the carrying value of IPR&D is determined to exceed its fair value. Post-acquisition R&D expenses related to these projects are expensed as incurred.   5 Table of Contents   Principles of Consolidation   The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP. The Company views its operations and manages its business in two  operating segments. All long-lived assets of the Company reside in the U.S.   Grant Revenue Recognition   The Company enters into contracts with governmental agencies for services. These contracts are analyzed in order to determine if they should be accounted for under a revenue recognition model pursuant to Accounting Standards Codification (ASC) 606,   Revenue from Contracts with Customers, or a grant model pursuant to ASC 958, Not -for-Profit Entities . If accounted for pursuant to a grant model, the Company must determine if the grant is conditional or unconditional, and if conditional any barriers exist which must be overcome. If unconditional, the grant is recognized as revenue immediately, and if conditional, the grant is recognized as revenue as and when the barriers are overcome. We concluded that payments received under the current grants represent conditional, nonreciprocal contributions, as described in ASC 958,  and that the grants are not within the scope of ASC 606, as the organizations providing the grants do not meet the definition of a customer. The significant barrier to the current conditional grants are that the expenses incurred must meet the qualifications as established by the respective governmental agencies, so that the grant revenue is recognized as the qualified expenses are incurred. Expenses for grants are tracked using a project code specific to the grant, and the employees also track hours worked by using the project code. Under ASC 958, grants related to income are presented as part of the condensed consolidated statements of operations, either separately or under a general heading. Both methods are acceptable under ASC 958. The Company has elected to record grants related to income separately on the condensed consolidated statements of operations as grant revenue. The related expenses are recorded within operating expenses.   6 Table of Contents     2. New Accounting Standards   Accounting Standards Updates to Become Effective in Future Periods   In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016 - 13, “ Financial Instruments – Credit Losses  (Topic 326 ):  Measurement of Credit Losses on Financial Instruments ”, which requires entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The FASB has subsequently issued updates to the standard to provide additional clarification on specific topics. Topic 326 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022.  The standard was adopted on January 1, 2023  and had an immaterial effect on the consolidated financial statements.   Other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.   7 Table of Contents       3. Loss per Share   Basic and diluted earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding and does not include the impact of any potentially dilutive common stock equivalents. At June 30, 2023  and  2022 , the calculation of diluted weighted average shares did not include common stock warrants or options that are potentially convertible into common stock as those would be antidilutive due to the Company’s net loss position.   Securities not considered in the calculation of diluted weighted average shares, but that could be dilutive in the future as of June 30, 2023  and  2022, were as follows (in thousands):       June 30,       2023     2022   Common stock warrants     6,033       2,646   Common stock options     44,871       6,914   Total potential dilutive securities     50,904       9,560       Effective upon the closing of the Merger with Viewpoint on February 3, 2023, the Company assumed 3,387,093  warrants to purchase shares of common stock with an exercise price of $ 0.27 per share and 24,263,424 options to purchase shares of common stock with exercise prices ranging from $ 0.13  to $ 0.30 per share.   8 Table of Contents       4. Inventory   Inventory consisted of the following at June 30, 2023  and December 31, 2022 ( in thousands):       June 30,     December 31,       2023     2022   Raw materials   $ 781     $ 752   Work in process 1     295       636   Finished goods     18       21   Total inventory, current   $ 1,094     $ 1,409         June 30,     December 31,       2023     2022   Enriched barium, non-current   $ 1,948     $ 2,121   Raw materials, non-current     321       275   Total inventory, non-current   $ 2,269     $ 2,396         1 During the quarter ended June 30, 2023, the Company determined to discontinue sales of the Company's Blu Build loading device and recorded an inventory write-off of approximately $ 298,000 related to Blu Build inventory.   Inventory, non-current represents raw materials that were ordered in quantities to obtain volume cost discounts which based on current and anticipated sales volumes will not be consumed within an operating cycle. At June 30,  2023,  the Company estimated that the remaining enriched barium would result in 7,898  curies; approximately  1,040  of which would be obtained in the next  twelve  months and 6,858  would be obtained after June 30, 2024.  The  1,040  curies were included in raw materials current inventory and the 6,858  were included in inventory, non-current.       5. Property and Equipment   Property and equipment consisted of the following at June 30, 2023  and December 31, 2022 ( in thousands):       June 30,     December 31,       2023 ( 2)     2022   Building   $ 1,770     $ -   Land     1,283       366   Equipment     7,051       4,581   Leasehold improvements     4,291       4,143   Other ( 1)     690       225   Property and equipment     15,085       9,315   Less accumulated depreciation     ( 8,042 )     ( 7,631 ) Property and equipment, net   $ 7,043     $ 1,684       ( 1 ) Property and equipment, not placed in service are items that meet the capitalization threshold or which management believes will meet the threshold at the time of completion and which have yet to be placed into service as of the date of the balance sheet, and therefore, no depreciation expense has been recognized.    ( 2 ) Includes fair value of property and equipment acquired through the Merger with Viewpoint of approximately $ 5,050,000 .   9 Table of Contents     6. Goodwill and Other Intangible Assets   Goodwill   The carrying amount of goodwill as of June 30, 2023 and December 31, 2022  was $ 27.3  million and $ 0  million, respectively, and has been recorded in connection with the Company’s Merger of Viewpoint, in February 2023. The carrying value of goodwill and the change in the balance for the six  months ended June 30, 2023  are as follows (in thousands):       (in thousands)   Balance, December 31, 2022   $ -   Acquired goodwill     27,319   Impairment     -   Balance, June 30, 2023   $ 27,319     Other intangible assets, net consists of the following (in thousands):     June 30, 2023       Cost     Accumulated Amortization     Net Carrying Value   Indefinite-lived intangible assets                         In-process research and development   $  50,000     $ -     $  50,000   Total   $ 50,000     $ -     $ 50,000       December 31, 2022       Cost     Accumulated Amortization     Net Carrying Value   Indefinite-lived intangible assets                         In-process research and development   $  -     $ -     $  -   Total   $ -     $ -     $ -     The Company’s IPR&D assets represents the estimated fair value of Viewpoint's pipeline of radiotherapy product candidates acquired in February 2023.  The estimated fair value of the IPR&D assets at the acquisition date was determined using a probability-weighted income approach, which discounts expected future cash flows to present value. The projected cash flow estimates for Viewpoint's pipeline of radiotherapy product candidates were based on certain key assumptions, including estimates of future revenue and expenses, taking into account the stage of development of the technology at the Merger date and the time and resources needed to complete development.   10 Table of Contents         7. Held-to-Maturity Investments   The following table summarizes the carrying values and fair values of the Company’s financial instruments (in thousands):       At December 31, 2022       Amortized Cost     Gross Unrealized Gains     Gross Unrealized losses     Estimated Fair Value (Level 1)   U.S. Treasury Bills   $ 22,764     $ -     $ ( 31 )   $ 22,733         At June 30, 2023       Amortized Cost     Gross Unrealized Gains     Gross Unrealized losses     Estimated Fair Value (Level 1)   U.S. Treasury Bills   $ -     $ -     $ -     $ -     The Company has investments in U.S. Treasury Bills, some of which mature over a period greater than 90 days and are classified as short-term investments. The U.S. Treasury Bills are carried at amortized cost and classified as held-to-maturity as the Company has the intent and the ability to hold them until they mature. The carrying value of the U.S. Treasury Bills are adjusted for accretion of discounts over the remaining life of the investment. Income related to the U.S. Treasury Bills is recognized in interest income in the Company’s condensed consolidated statement of operations. The U.S. Treasury Bills are classified within Level 1  of the fair value hierarchy. During the six  months ended June 30, 2023, all of the Company's short-term investments in U.S. Treasury Bills matured. As of June 30, 2023,  we have $ 18.8 million of held-to-maturity investments presented in cash and cash equivalents on our condensed consolidated balance sheet as these investments are highly liquid and have original maturities of three months or less at the time of purchase.   11 Table of Contents       8. Share-Based Compensation   The following table presents the share-based compensation expense recognized for stock options during the three months ended June 30, 2023,  and 2022  (in thousands):        Three Months ended June 30,       2023     2022   Cost of sales   $ 34     $ 12   Research and development expenses     443       40   Sales and marketing expenses     181       1   General and administrative expenses     541       101   Total share-based compensation   $ 1,199     $ 154     The following table presents the share-based compensation expense recognized for stock options during the six  months ended June 30, 2023,  and 2022  (in thousands):        Six Months ended June 30,       2023     2022   Cost of sales   $ 70     $ 24   Research and development expenses     783       73   Sales and marketing expenses     282       ( 17 ) General and administrative expenses     1,432       231   Total share-based compensation   $ 2,567     $ 311       12 Table of Contents     As of June 30 , 2023, total unrecognized compensation expense related to stock options was approximately $ 3,896,000  and the related weighted-average period over which it is expected to be recognized is approximately 2.80  years.   A summary of stock options within the Company’s share-based compensation plans as of June 30 , 2023  was as follows (in thousands except for exercise prices and terms):                       Weighted                       Weighted     Average               Number of     Exercise     Contractual     Intrinsic       Options Outstanding     Price     Term (Years)     Value   Balance at December 31, 2021     7,268,035     $ 0.72       7.87     $ -   Granted     205,000       0.30                   Exercised     -       -                   Expired     ( 226,560 )     0.84                   Forfeited     ( 332,450 )     0.83                   Balance at June 30, 2022     6,914,025     $ 0.70       7.43     $ 2                                     Exercisable as June 30, 2022     4,432,121     $ 0.66       6.58     $ 1                                     Balance at December 31, 2022     10,806,200   (b)    $ 0.56       7.93      $ -   Granted     13,105,000       0.51                   Options assumed (a)     24,263,424       0.17                   Exercised     ( 1,821,580 )     0.29                   Expired     ( 808,300 )     0.38                   Forfeited     ( 673,888 )     0.64                   Balance at June 30, 2023     44,870,856     $ 0.35       8.13     $ 13,706                                     Exercisable as June 30, 2023     35,023,775     $ 0.30       7.63     $ 12,496       (a) As a result of the Merger with Viewpoint, the Company assumed 24,263,424 stock option awards originally issued by Viewpoint into Perspective Therapeutic stock options with their original terms, effective upon the closing of the Merger on February 3, 2023. The share exchange ratio of 3.1642 was applied to convert Viewpoint's outstanding option awards for Viewpoint's common stock into option awards of Perspective Therapeutics common stock. The assumed options were fully vested upon closing of the Merger.   (b) All of these awards vested on February 3, 2023 in connection with the Merger as the Merger was a “Change of Control” pursuant to the stock option plan.   There were 10,305,000   and 205,000 stock option awards granted during the three months ended June 30, 2023,  and 2022, respectively, with a fair value of approximately $ 4,506,000  and $ 47,000 , respectively.   There were 808,300  and 142,485  stock option awards which expired during the three months ended June 30, 2023,  and 2022, respectively.   There were 673,888  and 74,975  stock option awards forfeited during the three months ended June , 2023,  and 2022, respectively.   There were 1,821,580 and no  options exercised, with approximately $ 570,000 and $ 0  of intrinsic value associated with these exercises on the date of exercise, during the three  months ended June 30, 2023 and 2022 ,  respectively. The Company’s current policy is to issue new shares of common stock to satisfy stock option exercises.   There were 13,105,000  and 205,000 option awards granted during the six  months ended June 30, 2023,  and 2022, with a fair value of approximately $ 5,355,000  and $ 47,000 respectively.   There were 808,300  and 226,560  stock option awards which expired during the six  months ended June 30 , 2023,  and 2022, respectively.   There were 673,888  and 332,450  stock option awards forfeited during the six  months ended June 30 , 2023,  and 2022, respectively.   There were 1,821,580  and  no stock options exercised, with approximately $ 570,000  and $ 0  of intrinsic value associated with these exercises on the date of exercise, during the six months ended June 30, 2023 and 2022 ,  respectively.   The weighted average fair value of stock option awards granted and the key assumptions used in the Black-Scholes valuation model to calculate the fair value are as follows:         For the Six Months Ended June 30,         2023     Weighted average fair value       $ 0.41       Options issued       13,105,000       Exercise price     $ 0.38 to $ 0.55     Expected term (in years)       5       Risk-free rate     3.84 % to 4.16 %     Volatility     106 % to 108 %       13 Table of Contents       9. Commitments and Contingencies   Isotope Purchase Agreement     On  December 12, 2022,  Isoray Medical, Inc. (“Medical”), a wholly owned subsidiary of Perspective Therapeutics, Inc. (the “Company”), entered into a supply contract (the “New  2023  Agreement”) with Joint Stock Company «Isotope», a Russian company (“JSC Isotope”). Pursuant to the New  2023  Agreement, Medical will purchase Cesium- 131  manufactured by Joint Stock Company ‹‹Institute of Nuclear Materials›› and sold by JSC Isotope, at the quality standards, volume, and pricing indicated in the New  2023  Agreement. The New  2023  Agreement is effective  December 12, 2022  for shipments beginning  January 1, 2023,  and terminates  March 31, 2024.  Medical and JSC Isotope previously entered into a separate supply contract, dated  March 18, 2021,  as subsequently amended by  six  addenda that modified minor shipping, manufacturing, and payment terms (together, the “Prior Agreement”). Although the Prior Agreement remained in effect until  March 31, 2023,  Medical began purchasing Cesium- 131 under the New 2023 Agreement beginning January 1, 2023 due to a change in the price.   Additionally, on  December 12, 2022,  Medical entered into a supply contract (the “New  2024  Agreement”) with JSC Isotope. Pursuant to the New  2024  Agreement, Medical will purchase Cesium- 131  manufactured by Joint Stock Company ‹‹Institute of Nuclear Materials›› and sold by JSC Isotope, at the quality standards, volume, and pricing indicated in the New  2024  Agreement. The New  2024  Agreement is effective  December 12, 2022  for shipments beginning  January 1, 2024,  and terminates  March 31, 2025.   Merger Related Contingency   The Company has been in settlement negotiations with a representative for  six  stockholder plaintiff firms alleging the Company violated Delaware law in its preliminary proxy statement that was disseminated to stockholders in  November 2022  for the Company's annual meeting held in  December 2022.  Based on these settlement negotiations to date, the Company estimates that it will settle for no more than an aggregate of  $200,000  and therefore recorded an estimated liability of $ 200,000  as of  December 31, 2022. There was no change in the estimate as of June 30, 2023.  This balance is included in accrued expenses on the unaudited interim condensed consolidated balance sheet.   14 Table of Contents       10. Leases   The Company accounts for its leases under ASC 842, Leases.  Upon the adoption of Topic 842 on July 1, 2019, the Company assumed its lease with Energy Northwest for the office and laboratory space in Richland, Washington would terminate in April 2024 and we would incur an early termination penalty of $ 20,000 . At June 30, 2023, the Company now anticipates using the lease through the full term of the current lease, ending April 2026, which would eliminate the aforementioned early termination penalty. Due to the change in the assumption of the lease term, the Company adjusted the right-of-use asset and lease liability. As of the date of this modification, the operating lease is included on the balance sheet at the present value of the future base payments discounted at a 8 % discount rate using the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment as the lease does not provide an implicit discount rate. The weighted average remaining term and discount rate as of June 30, 2023  was 2.8  years and 8 %, respectively.   For the three months ended June 30, 2023  and  2022, our operating lease expense was approximately $ 86,000  and $ 77,000 respectively. For the three  months ended June 30, 2023  and  2022, our operating lease expense recognized in cost of sales was approximately $ 41,000  and $ 50,000 respectively and our lease expense recognized in general and administrative expense was approximately $ 45,000  and $ 27,000 respectively.    For the six  months ended June 30, 2023  and  2022, our operating lease expense was approximately $ 200,000  and $ 156,000 respectively. For the six  months ended June 30, 2023  and  2022, our operating lease expense recognized in cost of sales was approximately $ 91,000  and $ 99,000 respectively and our lease expense recognized in general and administrative expense was approximately $ 109,000  and $ 57,000 respectively.   The following table presents the future operating lease payments and lease liability included on the condensed consolidated balance sheet related to the Company’s operating lease as of June 30, 2023 ( in thousands):   Year Ending December 31,         2023 (remaining six months)     159   2024     319   2025     319   2026     106   Total     903   Less: imputed interest     ( 98 ) Total lease liability     805   Less current portion     ( 262 ) Non-current lease liability   $ 543     Asset Retirement Obligation   The Company has an asset retirement obligation (ARO) associated with the facility it currently leases located at the Applied Process Engineering Laboratory (APEL) in Richland, Washington. In connection with  no longer assuming early termination in April 2024 and instead assuming the lease will be utilized through the full current term ending April 2026, the ARO changed as follows (in thousands):       Six months ended June 30,       2023     2022   Beginning balance   $ 657     $ 624   Accretion of discount     17       16   Change in ARO estimate due to lease modification     ( 15 )     -   Ending Balance   $ 659     $ 640     The original facility lease was scheduled to expire in the fourth quarter of fiscal year 2016. Upon the end of the original lease term, the initial asset retirement estimate was fully accreted and the related ARO asset was fully amortized. At June 30, 2023, the Company now anticipates using the lease through the full term of the current lease, ending April 2026,  thus extending the time before asset retirement costs would be incurred. This resulted in a decrease in the ARO balance to a value of $ 654,000  and the Company recognized a gain on change in the estimate of $ 15,000 during the three  months ended June 30, 2023.  At the time of the adjustment to the ARO, the undiscounted estimated asset retirement obligation was $ 765,000 discounted utilizing the original credit-adjusted risk-free interest rate of 5.1 %.   15 Table of Contents     11. Notes Payable   Notes payable as of June 30, 2023 and December 31, 2022 ( in thousands):       June 30,     December 31,       2023 1     2022   Note payable (a)   $ 24     $ -   Note payable (b)     1,748       -       $ 1,772     $ -   Less: current portion     ( 71 )     -   Notes payable – long-term portion   $ 1,701     $ -       ( 1 ) The notes payable were assumed by the Company effective upon the closing of the Merger with Viewpoint on February 3, 2023.     (a) On July 19, 2019, Viewpoint entered in a promissory note agreement with the Iowa Economic Development Authority (“IEDA”) for $ 100,000 at 3 % interest rate to be paid over 36 monthly payments of $ 3,328 beginning on the first day of the first month following Viewpoint closing on a $1.0 million equity round. Final payment will be due by the Company in the first quarter of fiscal 2024. The loan was granted as a form of financial assistance to Viewpoint from IEDA. The current portion of the outstanding loan was $ 24,000 as of June 30, 2023.  For the three months ended June 30, 2023, the Company recorded less than $ 1,000 interest expense and $ 9,000 principal payments. For the six months ended June 30, 2023, the Company recorded less than $ 1,000 interest expense and $ 15,000 principal payments.     (b) On December 29, 2022, Viewpoint obtained a promissory note in the amount of $ 1,771,250 for the purpose of purchasing land and a building in Coralville, Iowa. The note bears interest at 6.15 % per annum and is collateralized by the property. The note requires monthly principal and interest payments of $ 12,936 beginning on January 29, 2023, and a balloon payment of $ 1,522,549 due on December 29, 2027. As of June 30, 2023, the current portion of the note payable was $ 47,000 . For the three months ended June 30, 2023, the Company recorded $ 28,000 interest expense and $ 12,000 principal payments. For the six months ended June 30, 2023, the Company recorded $ 46,000 interest expense and $ 20,000 principal payments.   The following table presents the future principal payments included on the condensed consolidated balance sheet related to the Company’s notes payable as of June 30, 2023 ( in thousands):   Years ending December 31:   2023 (remaining six months)   $ 47   2024     49   2025     52   2026     55   2027     1,569   Total   $ 1,772     16 Table of Contents     12. Revenue   Sources of Revenue   We have identified the following revenues disaggregated by revenue source:     1. Domestic – direct sales of products and services.     2. International – direct sales of products and services.     3. Grant revenue – contracts with governmental agencies for services.   During the three months ended June 30, 2023  and  2022, the Company had  no  international revenue. For the three  months ended June 30,  2023, prostate brachytherapy comprised 39 % of total revenue, while other revenue, which includes but is not limited to brain, lung, head/neck, gynecological, and pelvic treatments, and services, comprised 61 % of total revenue compared to 70 % and 30 %, respectively, in the three months ended June 30, 2022.   During the six  months ended June 30, 2023  and  2022, the Company had  no  international revenue. For the six  months ended June 30,  2023, prostate brachytherapy comprised 43 % of total revenue, while other revenue, which includes but is not limited to brain, lung, head/neck, gynecological, and pelvic treatments, and services, comprised 57 % of total revenue compared to 73 % and 27 %, respectively, in the six  months ended June 30, 2022.   Concentration of Customers   The following are the Company's largest customers, facilities, or physician practices that utilize multiple surgical facilities shown as a percentage of total sales:       Six Months Ended June 30, Facilities and Customers   2023 % of total revenue     2022 % of total revenue     GT Medical Technologies     24.3 %     14.0 %   National Institutes of Health  (1)     19.8 %     0 %   El Camino, Los Gatos, & other facilities (2)     0 %     30.5 %       ( 1 ) This revenue relates to grants received from the National Institutes of Health.   ( 2 ) The head of the single largest physician practice also previously served as the Company’s medical director. As the medical director, this physician advised the Company Board of Directors and management, provided technical advice related to product development and research and development, and provided internal training to the Company sales staff and professional training to our sales staff and to other physicians. On September 20, 2022, we received notice from such medical director of his resignation from such position and he has not placed any orders since our isotope supply resumed after a disruption in August and September 2022 as discussed further in our Transition Report on Form 10 -KT filed on May 1, 2023.   As of June 30, 2023, one individual customer, GT Medical Technologies, made up 11.5 % of our accounts receivable. As of December 31, 2022, one individual customer, GT Medical Technologies, made up 15.1 % of our accounts receivable.   17 Table of Contents     13. Segment Reporting   The Company operates two reportable business segments:     ● Brachytherapy – sales and manufacturing of Cesium- 131 brachytherapy seeds including research and development of new applications for the seeds, which represents the historical business of the Company.   ● Drug Operations – research and development and clinical operations related to the use of Lead- 203 and Lead- 212 as a diagnostic and a therapeutic drug, respectively, which represents the operations and assets of Viewpoint.   The Company evaluates the performance of its segments and allocates resources based on their respective operating loss and potential market. The Company had no inter-segment sales for the periods presented. Asset information by segment is not included as it is not provided to the chief operating decision maker as the allocation of resources and the evaluation of the performance of segments is not based on asset information by segment.    Summarized financial information concerning the Company’s reportable segments are as follows (in thousands):       For the three months ended June 30, 2023       Brachytherapy     Drug Operations     Corporate     Total   Revenues   $ 1,500     $ 588     $ -   $ 2,088   Gross profit     ( 340 )     588       -     248   Operating loss     ( 1,909 )     ( 4,705 )     ( 4,760 )   ( 11,374 ) Interest income     -       -       294     294   Interest expense     -       28       -     28   Depreciation and amortization     66       146       43     255           For the three months ended June 30, 2022       Brachytherapy     Drug Operations     Corporate     Total   Revenues   $ 2,505     $ -     $ -   $ 2,505   Gross profit     926       -       -     926   Operating loss     ( 789 )     -       ( 1,317 )   ( 2,106 ) Interest income     -       -       28     28   Depreciation and amortization     63       -       12     75           For the six months ended June 30, 2023       Brachytherapy     Drug Operations     Corporate     Total   Revenues   $ 3,330     $ 821     $ -   $ 4,151   Gross profit     ( 86 )     821       -     735   Operating loss     ( 3,751 )     ( 7,427 )     ( 11,423 )   ( 22,601 ) Interest income     -       -       668     668   Interest expense     -       46       -     46   Depreciation and amortization     132       236       77     445           For the six months ended June 30, 2022       Brachytherapy     Drug Operations     Corporate     Total   Revenues   $ 5,415     $ -     $ -   $ 5,415   Gross profit     2,367       -       -     2,367   Operating loss     ( 845 )     -       ( 2,637 )   ( 3,482 ) Interest income     -       -       57     57   Depreciation and amortization     127       -       22     149     18 Table of Contents       14. Merger   On February 3, 2023, the Company acquired  100 % of the issued and outstanding equity and voting shares of Viewpoint Molecular Targeting, Inc., in exchange for  136,545,075 shares of the Company's common stock with a fair value of $ 54.618 million based on the closing market price of $ 0.40 per share on the acquisition date. At the closing of the Merger, the Company forgave the note receivable entered into in November 2022 and the associated accrued interest with Viewpoint that was included in note receivable. The total amount forgiven was $ 6.17 million, representing the $ 6 million loan and $ 0.17  million accrued interest. The Company also assumed all of Viewpoint’s outstanding stock options and warrants as of the Merger date.   Viewpoint is an alpha-particle radiopharmaceutical company in the alphaemitter market developing oncology therapeutics and complementary imaging agents. The Merger was completed to provide the Company with a new isotope in a larger market.   The Company accounted for the transaction as a business combination in accordance ASC 805,   Business Combinations . The Company is in the process of performing an allocation of the purchase price paid for the assets acquired and the liabilities assumed with the assistance of an independent valuation firm. The fair values of the assets acquired, as set forth below, are considered provisional and subject to adjustment as additional information is obtained through the purchase price measurement period (a period of up to one year from the closing date). The provisional allocation of the purchase price is based on management’s preliminary estimates. Once management completes its analysis to finalize the purchase price allocation with assistance from a third -party valuation firm, it is reasonably possible that there could be changes to the preliminary values. The primary areas of the purchase price allocation that are not yet finalized relate to identifiable intangible assets and goodwill.   The Viewpoint purchase price consideration and provisional allocation to net assets acquired is presented below (in thousands except for share price):   Fair value of consideration transferred   Perspective Therapeutics common stock issued ( 136,545,075 X $ 0.40 )   $ 54,618   Assumption of Viewpoint stock options and warrants at fair value     7,836   Note receivable from Viewpoint forgiven     6,171   Total fair value of consideration transferred   $ 68,625       Recognized amounts of identifiable net assets acquired         Assets acquired         Cash and cash equivalents   $ 2,698   Grants receivable     95   Prepaid expenses     397   Property and equipment     5,050   Right of use asset     10   Intangible assets     50,000   Other assets     316   Total assets acquired     58,566             Liabilities assumed         Accounts payable and accrued expenses     2,968   Lease liability     10   Accrued payroll and related taxes     1,642   Accrued vacation     333   Note payable     1,807   Deferred tax liability     10,500   Total liabilities acquired     17,260             Net assets acquired, excluding goodwill     41,306   Total purchase price consideration     68,625             Goodwill   $ 27,319     19 Table of Contents   Goodwill is calculated as the difference between the acquisition date fair value of the consideration and the preliminary values assigned to the assets acquired and liabilities assumed. Goodwill is not amortized and is not currently assumed to be deductible for tax purposes. Goodwill could materially change based on changes in estimates in the fair value of the assets acquired and liabilities assumed. The goodwill is attributable to the workforce of the acquired business and the synergies expected to arise from the acquisition of Viewpoint.   The results of operations for Viewpoint since the closing date have been included in our condensed consolidated financial statements for the six months ended June 30, 2023 and include approximately $ 821,000 of grant revenue and $ 11.1  million of operating loss. During the six months ended June 30, 2023, the Company recognized total transaction costs of approximately $ 4.6 million, which are included in general and administrative expenses on the condensed consolidated statement of operations.   The pro forma financial information below represents the combined results of operations as if the acquisition had occurred on January 1, 2022, the beginning of the comparable prior year reporting period. The unaudited pro forma financial information is presented for informational purposes only and is neither indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the period presented nor indicative of future operating results.   The information below reflects certain nonrecurring pro forma adjustments for the three months ended June 30, 2023 and 2022 that were directly related to the business combination based on available information and certain assumptions that we believe are reasonable:   (in thousands)   Three Months Ended June 30, 2023     Three Months Ended June 30, 2022   Revenue   $ 2,088     $ 3,033   Net loss     ( 11,106 )     ( 5,311 )     The information below reflects certain nonrecurring pro forma adjustments for the six months ended June 30, 2023 and 2022 that were directly related to the business combination based on available information and certain assumptions that we believe are reasonable, including the following adjustments:     1. Excludes acquisition-related costs incurred by the Company totaling approximately $ 4.6 million for the six months ended June 30, 2023 and includes the total costs of $ 4.6 million for the six months ended June 30, 2022.   2. Excludes the deferred income tax benefit of approximately $ 10.5 million for the six months ended June 30, 2023 and includes the deferred income tax benefit of approximately $ 10.5 million for the six months ended June 30, 2022.   (in thousands)   Six Months Ended June 30, 2023     Six Months Ended June 30, 2022   Revenue   $ 4,151     $ 6,161   Net loss     ( 17,365 )     ( 3,714 )   20 Table of Contents       ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   Throughout this Quarterly Report on Form 10-Q (“Form 10-Q”), the “Company,” “Perspective,” “we,” “us,” and “our,” except where the context requires otherwise, refer to Perspective Therapeutics, Inc. and its consolidated subsidiaries.   Cautionary Note Regarding Forward-Looking Statements   This Form 10-Q contains certain “ forward-looking statements ” within the meaning of the Private Securities Litigation Reform Act of 1995 ( “ PSLRA ” ). This statement is included for the express purpose of availing Perspective Therapeutics, Inc. of the protections of the safe harbor provisions of the PSLRA.   All statements contained in this Form 10-Q, other than statements of historical facts, regarding our future financial condition, results of operations, business strategy and plans and objectives of management for future operations, industry trends and other future events are forward-looking statements. In some cases,   you can identify forward-looking statements by terminology such as “ believe, ” “ expect, ” “ anticipate, ” “ intend, ” “ estimate, ” “ forecast, ” “ project, ” “ may, ” “ could, ” “ might, ” “ plan, ” “ project, ” “ should, ” “ will, ” “ would ” or the negative of these terms or and other similar expressions, although not all forward-looking statements contain these identifying terms. Forward-looking statements in this Form 10-Q include, among other things:     ● the timing, progress and results of our preclinical studies and clinical trials of our current and future product candidates, including statements regarding the timing of our planned regulatory communications, submissions and approvals, initiation and completion of studies or trials and related preparatory work and the period during which the results of the trials will become available, and our research and development programs;      ● our ability to obtain and maintain regulatory approvals for, our current and future product candidates;      ● our manufacturing capabilities and strategy, including the scalability and commercial viability of our manufacturing methods and processes;      ● our ability to identify patients with the diseases treated by our product candidates and to enroll these patients in our clinical trials;      ● our expectations regarding the potential functionality, capabilities and benefits of our product candidates, if approved for commercial use;      ● the potential size of the commercial market for our product candidates;     ● our expectations regarding the scope of any approved indication for any product candidate;      ● our ability to successfully commercialize our product candidates;      ● our ability to leverage technology to identify and develop future product candidates;      ● our estimates of our expenses, ongoing losses, future revenue, capital requirements and our need for or ability to obtain additional funding before we can expect to generate any revenue from product sales;      ● our belief regarding the sufficiency of our cash resources to fund our operating expenses and capital expenditure requirements;      ● our competitive position and the development of and projections relating to our competitors or our industry;      ● business disruptions affecting our preclinical studies or the initiation, patient enrollment, development and operation of our clinical trials, including a public health crisis, such as the outbreak of COVID-19; and     ● expectations, beliefs, intentions, and strategies regarding the future.   These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. However, whether actual results will conform to the expectations and predictions of management is subject to a number of risks and uncertainties described under the heading “ Risk Factors ” in our most recent Annual Report on Form 10-K (or, if applicable, Transition Report on Form 10-KT) and as updated in this Form 10-Q in Item 1A under the heading “ Risk Factors ” beginning on page 30   below that may cause actual results to differ materially.   Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations. Readers are cautioned not to place undue reliance on such forward-looking statements as they speak only of the Company ’ s views as of the date the statement was made (or any earlier date indicated in such statement). While we may update certain forward-looking statements from time to time, we undertake no obligation to do so, whether as a result of new information, future events or otherwise, except as required by applicable law.   21 Table of Contents   Critical Accounting Policies and Estimates   The discussion and analysis of the Company’s financial condition and results of operations are based upon its condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, management evaluates past judgments and estimates, including those related to bad debts, inventories, accrued liabilities, derivative liabilities and contingencies. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Actual results could therefore differ materially from those estimates if actual conditions differ from our assumptions. The accounting policies and related risks described in Part II, Item 7 of the Company’s transition report on Form 10-KT as filed with the SEC on May 1, 2023 are those that depend most heavily on these judgments and estimates. As of June 30, 2023, there had been no material changes to any of the critical accounting policies contained therein except as discussed below:   Segments   ASC 280 ,   Segment Reporting,  establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has two reportable segments that are based on the following business units: Brachytherapy and Drug Operations. The Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.   Use of Estimates   The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management of the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes of the Company including the fair value of net assets acquired in a business combination; the allowance for doubtful accounts receivable; net realizable value of the enriched barium inventory; the estimated useful lives used in calculating depreciation and amortization on the Company’s fixed assets, patents, trademarks, intangible assets and other assets; estimated amount and fair value of the asset retirement obligation related to the Company’s production facilities; equity method investment; and inputs to the Black-Scholes calculation used in determining the expense related to share-based compensation including volatility and estimated lives of options granted and impairment of long-lived assets including intangible assets and goodwill. Accordingly, actual results could differ from those estimates and affect the amounts reported in the financial statements.   22 Table of Contents   Business Acquisition Accounting   The Company applies the acquisition method of accounting for those that meet the criteria of a business combination. The Company allocates the purchase price of its business acquisition based on the fair value of identifiable tangible and intangible assets and liabilities. The difference between the total cost of the acquisition and the sum of the fair values of acquired tangible and identifiable intangible assets less liabilities is recorded as goodwill. Transaction costs are expensed as incurred in general and administrative expenses.   If applicable, the Company records deferred taxes for any differences between the assigned values and tax basis of assets and liabilities. Estimated deferred taxes are based on available information concerning the tax basis of assets acquired and liabilities assumed at the acquisition date, although such estimates may change in the future as additional information becomes known.   Goodwill and In-Process Research and Development (IPR&D)   The fair value of acquired intangible assets is determined using an income-based approach referred to as the multi-period excess-earnings approach.   Goodwill is tested at least annually for impairment by assessing qualitative factors in determining whether it is more likely than not that the fair value of net assets is below their carrying amounts.   IPR&D assets represent the fair value of incomplete R&D projects that had not reached technological feasibility as of the date of the acquisition. Initially, these assets are classified as IPR&D and are not subject to amortization. IPR&D assets that reach commercialization are amortized on a straight-line basis over their estimated useful life. Estimated useful lives are determined considering the period the assets are expected to contribute to future cash flows. IPR&D is tested for impairment at least annually or more frequently if events occur or circumstances change that would indicate a potential reduction in the fair values of the assets below their carrying value. Impairment charges are recognized to the extent the carrying value of IPR&D is determined to exceed its fair value. Post-acquisition R&D expenses related to these projects are expensed as incurred.   Principles of Consolidation   The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP. The Company views its operations and manages its business in two operating segments. All long-lived assets of the Company reside in the U.S.   Grant Revenue Recognition   The Company enters into contracts with governmental agencies for services. These contracts are analyzed in order to determine if they should be accounted for under a revenue recognition model pursuant to Accounting Standards Codification (ASC) 606,  Revenue from Contracts with Customers, or a grant model pursuant to ASC 958, Not-for-Profit Entities . If accounted for pursuant to a grant model, the Company must determine if the grant is conditional or unconditional, and if conditional any barriers exist which must be overcome. If unconditional, the grant is recognized as revenue immediately, and if conditional, the grant is recognized as revenue as and when the barriers are overcome. We concluded that payments received under the current grants represent conditional, nonreciprocal contributions, as described in ASC 958, and that the grants are not within the scope of ASC 606, as the organizations providing the grants do not meet the definition of a customer. The significant barrier to the current conditional grants are that the expenses incurred must meet the qualifications as established by the respective governmental agencies, so that the grant revenue is recognized as the qualified expenses are incurred. Expenses for grants are tracked using a project code specific to the grant, and the employees also track hours worked by using the project code. Under ASC 958, grants related to income are presented as part of the condensed consolidated statements of operations, either separately or under a general heading. Both methods are acceptable under ASC 958. The Company has elected to record grants related to income separately on the condensed consolidated statements of operations as grant revenue. The related expenses are recorded within operating expenses.   Overview   Perspective Therapeutics has two principal subsidiaries: Viewpoint Molecular Targeting, Inc. (“Viewpoint”), is a research and development and clinical-stage precision oncology company focused on developing next-generation alpha therapies related to the use of Lead-203 and Lead-212 as a diagnostic and therapeutic drug respectively; and Isoray Medical, Inc., (“Isoray”) is a brachytherapy device manufacturer with FDA clearance for a single medical device that can be delivered to the physician in multiple configurations as prescribed for the treatment of cancers in multiple body sites.   Viewpoint   Viewpoint is developing a pipeline of radiotherapies designed to deliver powerful alpha radiation directly to cancer cells utilizing Lead-212 and specialized targeting peptides. Viewpoint is also developing complementary diagnostics that utilize the same targeting peptide and Lead-203 to provide the opportunity to understand which patients may respond to its targeted therapy.   23 Table of Contents   Viewpoint’s initial product candidate, VMT-α-NET, is in development for the treatment and diagnosis of neuroendocrine tumors (NETs). Using a specialized peptide, VMT-α-NET is designed to target and bind to the somatostatin receptor subtype 2 (SSTR2) on tumor cells. As a diagnostic, Viewpoint links Pb-203, a radioactive imaging agent that emits gamma rays, to its SSTR2-targeting peptide. Through the use of imaging scans, Viewpoint is able to characterize the tumor to confirm the patient’s cancer expresses SSTR2. This confirms the patient may be a candidate for treatment. As a therapeutic, Viewpoint links Pb-212, its alpha-particle radioactive isotope, to the same SSTR2 targeting peptide which has been shown to bind to the cancerous cell, to treat and potentially kill the tumor. In October 2022, The U.S. Food and Drug Administration (FDA) granted Fast Track designation for the Company’s VMT- α-NET asset. The FDA Fast Track designation is one of several approaches utilized by the FDA to expedite development and review of potential medicines for serious conditions and that fulfill unmet medical needs. Programs that receive Fast Track designation are entitled to more frequent interactions with the FDA on drug development plan, as well as eligibility for accelerated approval, priority review, and rolling review.  While the FDA Fast Track designation accelerates the potential approval process for a new drug there is no guarantee that the drug will be approved for commercialization.   Viewpoint’s second product candidate, VMT01, is in development for the diagnosis and treatment of metastatic melanoma. Using a specialized peptide, VMT01 is designed to target the melanocortin 1 receptor (MC1R) on tumor cells. As a diagnostic, Viewpoint either links Pb-203 or Gallium-68 to its MC1R-targeting peptide. These two imaging tracers are suitable for SPECT and PET imaging, respectively. Through the use of the imaging scans, Viewpoint is able to characterize whether the patient’s cancer expresses MC1R. This confirms the patient may be a candidate for treatment. As a therapeutic, Viewpoint links Pb-212 to the same MC1R targeting peptide which has been shown to bind to the cancerous cell, to treat and potentially kill the tumor. The melanoma program focuses primarily on development of the therapeutic compound.   VMT01 has recently completed clinical imaging studies at Mayo Clinic, Rochester. Results were presented at the Society of Nuclear Medicine and Molecular Imaging Annual Meeting in Chicago in June 2023. The published preclinical data show its potential to deliver durable complete responses in treatment-resistant models when combined with existing immunotherapy drugs used to treat melanoma.   VMT-α-NET for neuroendocrine cancers and VMT01 for melanoma are both entering therapeutic trials under IND at US institutions. Preliminary results from initial cohorts are expected by the end of 2023.   In August 2023, the Company announced the first patient had been dosed in the Phase 1/2a dose escalation trial for VMT01 for the treatment of metastatic melanoma. The trial is a first-in-human, non-randomized, multi-center open-label dose escalation, dose expansion trial of 212Pb-VMT01 in up to 52 subjects with histologically confirmed melanoma and a positive MC1R imaging scan using 203Pb-VMT01 or 68Ga-VMT02. MC1R is a receptor that is expressed on the surface of melanoma cells. As such MC1R represents a potentially useful means of targeting therapeutics to melanoma.   Part 1 of the VMT01 trial is a dose-escalation designed to determine the Maximum Tolerated Dose (MTD) or Maximum Feasible Dose (MFD) following a single administration of 212Pb-VMT01. Patients may be eligible to receive up to 3 administrations of 212Pb-VMT01 approximately 8 weeks apart.  Part 2 of the trial is a dose expansion based on the identified MTD/MFD for the selection of 212Pb-VMT01 dose(s) for further clinical development.   Isoray   Isoray manufactures and sells its medical device product as the Cesium-131 brachytherapy seed or Cesium Blu. The Company markets the Cesium-131 brachytherapy seed for the treatment of prostate cancer, brain cancer, lung cancer, head and neck cancers, gynecological cancer, pelvic/abdominal cancer, and colorectal cancer. In July 2023, the Centers for Medicare & Medicaid Services (CMS) published their proposed payment rates for the Hospital Outpatient Prospective Payment System (OPPS) and Ambulatory Surgical Center (ASC) Payment System for 2024 and the Company noted the proposed Medicare payment rates showed a slight increase for Cesium-131 brachytherapy seed codes which management believes will help further adoption among facilities. The final rule will be issued in November 2023.   Isoray's brachytherapy seed utilizes Cesium-131, with a 9.7 day half-life, as its radiation source. Isoray believes that it is the unique combination of the short half-life and the energy of the Cesium-131 isotope that are yielding the beneficial treatment results that have been published in peer reviewed journal articles and presented in various forms at conferences and tradeshows.   In  August 2023, the Company announced a collaborative initiative focused on increasing access of Cesium-131 seeds for the treatment of certain brain cancers in the form of GT Medical Technologies, Inc.’s (“GT Medical”) GammaTile™ Therapy (“GammaTile™”). GammaTile™ is radiation treatment option implanted during the last five minutes of brain tumor resection surgery. It is composed of bioresorbable collagen tiles embedded with Cesium-131 radiation seeds supplied by Perspective Therapeutics. GammaTile delivers targeted Cesium-131 radiation to help prevent brain tumor cell regrowth in newly diagnosed and recurrent brain tumors, including glioblastomas, metastatic brain tumors, aggressive meningiomas, and other brain tumor types. This expanded access will allow GT Medical to order seeds on a shorter notice in order to fulfill short notice orders received from their customers.   Isoray has distribution agreements outside of the United States for its brachytherapy seed. These distributors are responsible for obtaining regulatory clearance to sell the Company’s products in their territories, with the support of the Company. As of the date of this Report, Isoray has distributors in the Russian Federation, Peru, and India with no reported revenues in these locations during the three or six months ended June 30, 2023.   Isoray continues to explore how our proprietary isotope, Cesium-131, may be effective in the treatment of additional cancers. We recently entered into a research grant agreement with a leading cancer center to study the treatment of metastatic melanoma. In this immuno-oncology study, Cesium-131 will be used in combination with an immune checkpoint inhibitor. Metastatic melanoma is the most virulent form of skin cancer, often spreading to lymph nodes, the lungs, liver, brain, and tissue under the skin. We also have an agreement with the University of Cincinnati to study the combination of Cesium-131 with the immunotherapy drug Keytruda® in recurrent head and neck cancers.   24 Table of Contents   Merger   On September 27, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Merger Sub, Viewpoint, and Cameron Gray, as the representative of the Owners (as defined therein), as amended by the First Amendment to Agreement and Plan of Merger entered into by the parties on October 21, 2022 (the “Amendment”). On February 3, 2023 (the “Closing”), the Company completed the Merger of Isoray Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), with Viewpoint Molecular Targeting, Inc. (“Viewpoint”) (such transaction being the “Merger”). Viewpoint is an alpha-particle radiopharmaceutical company in the alphaemitter market developing oncology therapeutics and complementary imaging agents. In connection with the Closing, the Company issued 136,545,075 shares of common stock, representing approximately 49% of the fully-diluted outstanding capital stock of the Company, to the stockholders of Viewpoint, with 10% of those shares being held in escrow by U.S. Bank National Association (“U.S. Bank”) for the twelve-month period following the Closing pursuant to the terms of the Merger Agreement and an escrow agreement entered into among the Company, U.S. Bank and Cameron Gray.   For a more detailed summary of the Merger Agreement, see our Forms 8-K filed with the SEC on September 28, 2022 and on February 6, 2023 and our Form 8-K/A filed with the SEC on April 21, 2023.   Results of Operations   Three months ended June 30, 2023,  and 2022  (in thousands):       Three months ended June 30,       2023     2022     2023 - 2022       Amount     % (a)     Amount     % (a)     % Change   Sales, net   $ 1,500       72     $ 2,505       100       (40 ) Grant revenue     588       28       -       -       100   Total revenue     2,088       100       2,505       100       (17 ) Cost of sales     1,840       88       1,579       63       17   Gross profit     248       12       926       37       (73 )                                           Operating expenses:                                         Research and development expenses     5,653       271       796       32       610   Sales and marketing expenses     911       44       654       26       39   General and administrative expenses     5,073       243       1,582       63       221   Change in estimate of asset retirement obligation     (15 )     (1 )     -       -       100                                             Total operating expenses     11,622       557       3,032       121       283   Operating loss   $ (11,374 )     (545 )   $ (2,106 )     (84 )     440       (a) Expressed as a percentage of sales, net    Six months ended June 30, 2023,  and 2022  (in thousands       Six months ended June 30,       2023     2022     2023 - 2022       Amount     % (a)     Amount     % (a)     % Change   Sales, net   $ 3,330       80     $ 5,415       100       (39 ) Grant revenue     821       20       -       -       100   Total revenue     4,151       100       5,415       100       (23 ) Cost of sales     3,416       82       3,048       56       12   Gross profit     735       18       2,367       44       (69 )                                           Operating expenses:                                         Research and development expenses     9,510       229       1,345       25       607   Sales and marketing expenses     1,723       42       1,341       25       28   General and administrative expenses     12,096       291       3,163       58       282   Change in estimate of asset retirement obligation     (15 )     (1 )     -       -       -   Loss on equipment disposal     22       1       -       -       100                                             Total operating expenses     23,336       562       5,849       108       299   Operating loss   $ (22,601 )     (544 )   $ (3,482 )     (64 )     549       (a) Expressed as a percentage of sales, net   25 Table of Contents               Revenue   Total revenue for the three months ended June 30, 2023, decreased by $417,000 to $2.1 million from $2.5 million or 17% compared to the three months ended June 30, 2022. Our former medical director and historically our largest customer has not placed any orders since our isotope supply resumed after experiencing a supply disruption in August and September 2022 as discussed in our Form 10-KT filed on May 1, 2023. Although this customer has not indicated he has plans to cease ordering from us altogether, we have not received any orders from him and this is continuing to impact our sales. The Company’s sales personnel continue to focus on bringing in new accounts while also working with existing and former customers to increase their order volumes.   The sales breakdown between prostate and non-prostate applications is set forth below.   Three months ended June 30, 2023,  and 2022  (in thousands):       Three months ended June 30,       2023     2022     2023 - 2022       Amount     % (a)     Amount     % (a)     % Change   Prostate brachytherapy   $ 806       39     $ 1,761       70       (54 ) Other revenue (b)     1,282       61       744       30       72   Revenue, net   $ 2,088       100       2,505       100       (17 )     (a) Expressed as a percentage of sales, net   (b) Includes Grant revenue   Six months ended June 30, 2023,  and 2022  (in thousands):       Six months ended June 30,       2023     2022     2023 - 2022       Amount     % (a)     Amount     % (a)     % Change   Prostate brachytherapy   $ 1,762       42     $ 3,948       73       (55 ) Other revenue (b)     2,389       58       1,467       27       63   Revenue, net   $ 4,151       100       5,415       100       (23 )     (a) Expressed as a percentage of sales, net   (b) Includes Grant revenue   26 Table of Contents   Prostate Brachytherapy   Prostate sales decreased by $955,000 to $806,000 from $1.8 million or by approximately 54% and by $2.19 million to $1.76 million from $3.95 million or 55% during the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022, respectively. The primary reason for the decrease is that our former medical director and historically largest customer has not placed any orders since isotope supply resumed after a supply disruption in August and September 2022 as discussed in our Form 10-KT filed on May 1, 2023. Sales to facilities at which our former medical director practiced were $785,000 and $1.7 million for the three and six months ended June 30, 2023, respectively. Although this customer has not indicated he has plans to cease ordering from us altogether, we have not received any orders from him and this is continuing to impact our sales. The remaining decrease is from lower overall sales volumes to other customers.   Management believes growth in prostate brachytherapy revenues will be the result of physicians, payors, and patients increasingly considering overall treatment advantages including costs compared with non-brachytherapy treatments, better treatment outcomes and improvement in the quality of life for patients.   Other Revenue   Other revenue includes, but is not limited to, brain, lung, head/neck, gynecological, pelvis treatments, and grant revenue, as well as services. Other revenue increased by $538,000 to $1.3 million from $744,000 or by 72% and by $922,000 to $2.4 million from $1.5 million or 63% for the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022, respectively. The main driver of this growth was increased treatments for brain cancer including GammaTile™, as well as increase in grant revenue. Initial applications for these other brachytherapy treatments are primarily used in recurrent cancer treatments or salvage cases that are generally difficult to treat aggressive cancers where other treatment options are either ineffective or unavailable.   Other brachytherapy treatments are subject to the influence of a small pool of innovative physicians who are the early adopters of the technology who also tend to be faculty at teaching hospitals training the next generation of physicians. This causes the revenue created by these types of treatment applications to be more volatile and varies significantly from year to year. Individual centers weigh the value of the procedure with their other treatment priorities on a patient by patient basis.    Other brachytherapy treatments, such as brain, lung, and head/neck are typically performed in the in-patient setting using the DRG or diagnostic related groups. DRGs are designed for Medicare to set payment levels for hospital in-patient services. Other health insurers may follow Medicare reimbursement when setting their payment rates. When these other types of brachytherapy are performed in the out-patient setting, existing codes for Cesium-131 that are also used for prostate brachytherapy are used to bill for these procedures.   GammaTile™   For the three and six months ended June 30, 2023, total revenues from sales including minimum order fees to GT Medical Technologies, Inc. were approximately 24% of sales. This significant increase in the percentage of sales was primarily due to the overall decrease in prostate sales.   Grant Revenue   Our alpha-therapy business is pre-revenue and so none of the revenues reflect sales of any of these products which are still under development. Grant revenues of $588,000 for the three months ended June 30, 2023 and $821,000 for the six months ended June 30, 2023 are derived from Viewpoint’s work for the National Institutes of Health. Perspective Therapeutics did not have any grant revenue prior to the acquisition of Viewpoint.   Cost of sales   Cost of sales consists primarily of the costs of manufacturing and distributing the Company’s brachytherapy products and for the three and six months ended June 30, 2023 increased by $261,000 to $1.8 million from $1.6 million or 17% and by $368,000 to $3.4 million from $3.0 million or 12% compared to the three and six months ended June 30, 2022, respectively.    Contributing to the increase in the three months ended June 30, 2023, and 2022 comparison was the write-off of the Blu Build loading device inventory of approximately $298,000 as the Company determined to discontinue sales of its Blu Build loading device during the quarter ended June 30, 2023.  The increase in the comparison of the six months ended June 30, 2023, and 2022 was the write-off of the Blu Build loader inventory of $298,000 and an increase in isotope costs of $104,000 due in part to an increase in quantity purchased due to minimum quantities imposed by our supplier as well as an increase in price under the New 2023 Agreement.   Viewpoint’s operations did not contribute to cost of sales as it is at a pre-revenue stage.   27 Table of Contents       Gross Profit   Contributing to the three months ended June 30, 2023, versus the three months ended June 30, 2022, gross profit decline of $678,000 to $248,000 from $926,000 was lower than anticipated sales by 17% due primarily to sales decreasing from the loss of a large customer described above along with the Blu Build inventory write-off of $298,000, partially offset by grant revenue of $588,000 related to Viewpoint.  The decline in the six months ended June 30, 2023, versus the six months ended June 30, 2022, gross profit of $1.6 million to $735,000 from $ $2.4 million was due to lower than anticipated sales of 23% due to sales decreasing from the loss of a large customer along with the Blu Build inventory write-off of $298,000, and increases in isotope costs of $104,000 due in part to an increase in quantity purchased due to minimum quantities imposed by our supplier as well as an increase in price under the New 2023 Agreement, partially offset by $588,000 of grant revenue related to Viewpoint.   Research and development   Research and development consists primarily of employee and third party costs related to research and development activities.   The significant increase in research and development costs of $4.9 million to $5.7 million from $796,000 or 610% and of $8.2 million to $9.5 million from $1.3 million or 607% in the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022, respectively, is the result of the addition of the Viewpoint operations resulting in a significant increase in payroll and other research and development activities. Viewpoint is in the development stage and spends a significant amount of capital on research and development.   Contributing to the three and six months ended June 30, 2023 and 2022 comparison was an increase in costs of $5.3 million and $8.2 million, respectively, related to the development of the Company’s alpha therapy drug products gained through the Merger with Viewpoint. The Company’s legacy research and development expenses decreased by approximately $436,000 for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 due primarily to $257,000 in lower consulting and $154,000 in lower payroll costs as the Company focuses on development of its alpha therapy drug product candidates.  The Company’s legacy research and development expenses decreased by about $84,000 in the six months ended June 30, 2023 compared to June 30, 2022 as decreases in consulting expenses of $246,000 and payroll costs of $188,000 were partially offset by an increase of $296,000 in share-based compensation related to acceleration of awards as a result of the Merger, and an increase of $108,000 in protocol expense.   Management believes that research and development expenses will increase as we continue to invest in the development of new drugs and products in the alphaemitter space.   Sales and marketing expenses   Sales and marketing expenses consist primarily of the costs related to the internal and external activities of the Company’s sales, marketing, and customer service functions of the brachytherapy business of the Company.   Contributing to the three months ended June 30, 2023, and 2022 increase of $257,000 to $911,000 from $654,000 was $180,000 of share-based compensation related to awards granted in June 2023, $18,000 relating to annual merit increases, and increased marketing costs of $32,000 in the brachytherapy business.  The increase of $382,000 to $1.7 million from $1.3 million in the six months ended June 30, 2023, versus the six months ended June 30, 2022, is due to $299,000 of share-based compensation related to awards granted in June 2023 and the acceleration of awards as a result of the Merger, and increased marketing costs of $61,000 in the brachytherapy business.   The Viewpoint operations have no sales and marketing expenses.   General and administrative expenses   General and administrative expenses consist primarily of the costs related to the executive, human resources/training, quality assurance/regulatory affairs, finance, and information technology functions of the Company.   The primary reasons for the increase in general and administrative expenses of $3.5 million to $5.1 million from $1.6 million for the three months ended June 30, 2023, compared to the three months ended June 30, 2022, were increased legal expenses of $211,000, share-based compensation related to awards granted in June 2023 of $139,000, accrued bonuses of $219,000, and consulting expenses of $282,000 along with $2.6 million of general and administrative expenses related to personnel and other expenses from the Viewpoint operations for the three months ended June 30, 2023. For the six months ended June 30, 2023 compared to the six months ended June 30, 2022 general and administrative expenses increased by $8.9 million to $12.1 million from $3.2 million due to an increase of $899,000 in share-based compensation related to awards granted in June 2023 and the acceleration of awards as a result of the Merger, $576,000 in increased audit and legal fees, $1.6 million in change of control payments related to the Merger with Viewpoint, an increase of $171,000 in accrued bonuses and $328,000 in increased consulting expenses along with $3.7 million of general and administrative expenses related to personnel and other expenses from the Viewpoint operations for the six months ended June 30, 2023.   As a result of the Merger, the Company significantly increased not only its total number of employees from 62 to 91 but also increased its executive staff positions.   Tax   Deferred income tax benefit for the three and six months ended June 30, 2023, was $0 and $10,500,000, respectively. The deferred income tax benefit for the six months ended June 30, 2023 resulted from temporary differences between our accounting and tax treatment associated with our Merger with Viewpoint.   28 Table of Contents   Liquidity and capital resources   The Company assesses its liquidity in terms of its ability to generate cash to fund its operating, investing, and financing activities. We have had a history of operating losses and an absence of significant recurring cash inflows from revenue, and at June 30, 2023 we had a total accumulated deficit of $117.4 million. The Company has historically financed its operations primarily through selling equity to prospective investors. During the six months ended June 30, 2023, and 2022, the Company used existing cash reserves to fund its operations and capital expenditures (in thousands except current ratio):       Six months       ended June 30,       2023     2022   Net cash (used) by operating activities   $ (17,795 )   $ (4,315 ) Net cash provided (used) by investing activities     24,689       (149 ) Net cash (used) by financing activities     432       -   Net increase (decrease) in cash and cash equivalents   $ 7,326     $ (4,464 )         As of         June 30, 2023       December 31, 2022   Working capital   $ 23,365     $ 50,539   Current ratio     3.72       19.89     29 Table of Contents   Cash flows from operating activities   Net cash used by operating activities in the six months ended June 30, 2023, was primarily due to a net loss of approximately $11.5 million net of approximately $7,180,000 in adjustments for non-cash activity such as share-based compensation, depreciation and amortization expense, accretion of asset retirement obligation, loss on property and equipment disposals, write-off of inventory, and changes in deferred taxes. Changes in operating assets and liabilities contributed approximately $862,000 to the cash used by operating activities; decreases in inventory and accounts receivable, increases in accounts payable, accrued protocol and accrued payroll and related taxes were offset by increases in prepaid expenses and other current assets and decreases in accrued vacation and accrued radioactive waste disposal.   Net cash used by operating activities in the six months ended June 30, 2022, was primarily due to a net loss of approximately $3.4 million net of approximately $480,000 in adjustments for non-cash activity such as share-based compensation, depreciation and amortization expense, and accretion of asset retirement obligation. Changes in operating assets and liabilities contributed approximately $1,370,000 to the cash used by operating activities; decreases in accounts receivable, prepaid expenses and other current assets, and an increase in accrued payroll and related taxes and accounts payable were offset by increases in inventory.   Cash flows from investing activities   Investing activities for the six months ended June 30, 2023, and 2022 respectively, consisted of transactions related to the purchase of fixed assets and in the six months ended June 30, 2023 included proceeds from the maturity of short-term investments in U.S. treasury bills and cash acquired as part of the Merger with Viewpoint. Management plans to continue to invest in technology and machinery that improves and streamlines production processes and to invest in low-risk investment opportunities that safeguard assets and provide greater assurance those resources will be liquid and available for business needs as they arise.   Cash flows from financing activities   Financing activities in the six months ended June 30, 2023 included cash provided by the exercise of options of approximately $532,000 and costs of approximately $65,000 pursuant to issuance costs related to common stock issued in exchange for Viewpoint common stock and $35,000 repayment of notes payable.   Projected fiscal  2023  liquidity and capital resources   Operating activities   Management forecasts that fiscal 2023 cash requirements will increase compared to previous years and that current cash and cash equivalents will be sufficient to meet current projected operating cash needs for at least the next twelve months from the date the consolidated financial statements in this report were issued based on current projected patient enrollments and deferral of certain pipeline assets that are not currently in clinical and certain other non-clinical activities. Monthly operating expenses are budgeted to increase for sales and marketing, research and development and general and administrative expenses for the remainder of fiscal 2023 compared to fiscal 2022 as management works to implement its strategy to integrate Viewpoint’s operations and increase revenues of its Cesium-131 brachytherapy seed. Management anticipates a significant increase of expenses particularly in research and development for the Viewpoint operations coupled with the loss of its largest brachytherapy customer likely making cashflow break-even for the entire Company not possible within the next three to four years. There is no assurance that the Company will be able to replace the loss of its largest brachytherapy customer by adding additional customers in the near future. The Company missed its target of increased revenue in the first six months of calendar 2023 and there is no assurance that targeted sales growth will continue over the next three to four years. With the completion of the Merger, if the added general and administrative and research and development expenses of Viewpoint cannot be met with cash reserves or revenues then the Company will need to evaluate raising additional cash through licensing existing assets, capital raises, or other activities.    Funding Requirements   We expect our expenses to increase in connection with our ongoing activities, particularly as we advance and expand preclinical activities, clinical trials and potential commercialization of our product candidates.  Our costs will also increase as we:     ● continue the development of our clinical-stage metastatic melanoma tumor and neuroendocrine tumor assets;     ● continue the development of our other product candidates;     ● continue to initiate and progress other supporting studies required for regulatory approval of our product candidates;     ● initiate preclinical studies and clinical trials for any additional indications for our current product candidates and any future product candidates that we may pursue;     ● continue to build our portfolio of product candidates through the acquisition or in-license of additional product candidates or technologies;     ● continue to develop, maintain, expand and protect our intellectual property portfolio;     ● pursue regulatory approvals for our current and future product candidates that successfully complete clinical trials;     ● support our sales, marketing and distribution infrastructure to commercialize any future product candidates for which we may obtain marketing approval; and     ● hire additional clinical, medical, commercial, and development personnel.   30 Table of Contents   At June 30, 2023, we had cash and cash equivalents of $28.3 million. We expect that our cash, as of the date of this Quarterly Report on Form 10-Q, will be sufficient to fund our current forecast for operating expenses, financial commitments and other cash requirements for at least the next twelve months from the date the consolidated financial statements in this report were issued based on current projected patient enrollments and deferral of certain pipeline assets that are not currently in clinical and certain other non-clinical activities. We expect we will need to raise additional capital until we are profitable, which may never occur.  If no additional capital is raised through either public or private equity financings, debt financings, strategic relationships, alliances and licensing agreements, or a combination thereof, we may delay, limit or reduce discretionary spending in areas related to research and development activities and other general and administrative expenses in order to fund our operating costs and working capital needs.   We have based these estimates on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect.  We expect that we will require additional capital to pursue in-licenses or acquisitions of other product candidates.  If we receive regulatory approvals for our product candidates, we expect to incur commercialization expenses related to product manufacturing, sales, marketing and distribution, depending on where we choose to commercialize or whether we commercialize jointly or on our own.   Because of the numerous risks and uncertainties associated with research, development and commercialization of our product candidates, we are unable to estimate the exact amount of our working capital requirements.  Our future funding requirements will depend on and could increase significantly as a result of many factors, including:     ● the scope, progress, results and costs of researching and developing our product candidates, and conducting preclinical studies and clinical trials;     ● the costs, timing and outcome of regulatory review of our product candidates;     ● the costs and timing of hiring new employees to support our continued growth;     ● the costs of preparing, filing, and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims; and     ● the extent to which we acquire or in-license other product candidates and technologies.   Until such time, if ever, that we can generate product revenue sufficient to achieve profitability, we expect to finance our cash needs through a combination of public and private equity offerings, debt financings, other third-party funding, strategic alliances, licensing arrangements or marketing and distribution arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our existing shareholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our existing shareholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.  If we raise additional funds through other third-party funding, strategic alliances, licensing arrangements, outright sales of product candidates or marketing and distribution arrangements, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we will be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market products or product candidates that we would otherwise prefer to develop and market ourselves.   Capital expenditures   Management is reviewing all aspects of production operations (including process automation), research and development, sales and marketing, and general and administrative functions to evaluate the most efficient deployment of capital to ensure that the appropriate materials, systems, and personnel are available to support and drive sales.   31 Table of Contents   Financing activities   When it does require capital in the future, the Company expects to finance its future cash needs through licensing existing assets, sales of equity, possible strategic collaborations, debt financing or through other sources that may be dilutive to existing stockholders. Management anticipates that if it raises additional financing that it may be at a discount to the market price and it will be dilutive to stockholders.   Other commitments and contingencies   The Company presented its other commitments and contingencies in our Transition Report on Form 10-KT for the period ended December 31, 2022. There have been no material changes outside of the ordinary course of business in those obligations during the six months ended June 30, 2023, other than those previously disclosed in note 9 of the financial statements contained in this filing.   Off-balance sheet arrangements   The Company has no off-balance sheet arrangements.   ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   Not Applicable.   ITEM 4 – CONTROLS AND PROCEDURES   Evaluation of Disclosure Controls and Procedures   Under the supervision and with the participation of our management, including our principal executive officer and co-principal financial officers, we conducted an evaluation of the design and operation of our disclosure controls and procedures, as such term is defined under Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of June 30, 2023. Based on that evaluation, our principal executive officer and our co-principal financial officers concluded that the design and operation of our disclosure controls and procedures were effective. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. However, management believes that our system of disclosure controls and procedures are designed to provide a reasonable level of assurance that the objectives of the system will be met.   Changes in Internal Control over Financial Reporting   There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.   32 Table of Contents   PART II - OTHER INFORMATION   ITEM 1 – LEGAL PROCEEDINGS   Other than as disclosed under “ ITEM 1A- RISK FACTORS ” in our Form 10-KT for the period ended December 31, 2022 under the heading “ The Legal and Regulatory Risks Related to the Company Operations — If We Fail To Comply With Applicable Healthcare Regulations, We Could Face Substantial Penalties And Our Business, Operations And Financial Condition Could Be Adversely Affected, for pending governmental proceedings. ” the Company is only involved in ordinary routine litigation incidental to its business. The Company amends and supplements such disclosure as follows:   On February 14, 2023, the Company was informed by the Office of the United States Attorney for the Northern District of California (the “Office”) that the Office is investigating whether the Company’s payments to its former medical director may have violated the False Claims Act and the Anti-Kickback Statute. From February 2006 until September 2022, the Company engaged a physician to serve as its medical director. The physician was the head of a physician practice that was a top customer of the Company. As medical director, the physician advised the Company’s Board of Directors and management, provided technical advice related to product development and research and development, provided internal training to the Company’s sales staff and provided professional training to the Company’s sales staff and to other physicians, among other things. The letter invited the Company to produce documents voluntarily or receive a civil investigative demand requiring the production of documents. The Company promptly commenced an internal review of the matter, and its review is ongoing. In mid-April 2023, the Company voluntarily produced documents in response to the Office’s request. The Office is now reviewing the Company’s submission.   On July 17, 2023, the Company was informed by the California Department of Insurance (the “CA DOI”) that the CA DOI is conducting a substantially similar investigation to the one undertaken by the Office. The CA DOI requested the same materials the Company previously provided to the Office, and the Company has complied with this request.   ITEM 1A – RISK FACTORS   A description of the risk factors associated with our business is included under “Risk Factors” contained in Part I, Item 1A of our transition report on Form 10-KT for the period ended December 31, 2022. There have been no material changes in our risk factors since such filing, except for the following:   We Rely Heavily on  Two Customers   For the six months ended June 30, 2023, approximately 44% of the Company’s revenues were dependent on two customers, with approximately 24% being generated by one customer. The loss of either of these customers would have a material adverse effect on the Company’s revenues that may not be replaced by other customers, particularly as some of these customers are in the prostate sector which is facing substantial competition from other treatments. Our former medical director and historically our largest customer has not placed any orders since isotope supply resumed in September 2022 following a supply disruption in August and September 2022 as discussed in our Form 10-KT filed on May 1, 2023 and this has had a material impact on our revenues.   33   Table of Contents   ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   None   ITEM 3 – DEFAULTS UPON SENIOR SECURITIES   None.   ITEM 4 - MINE SAFETY DISCLOSURES   Not applicable.   ITEM 5 – OTHER INFORMATION   None.   34 Table of Contents   ITEM 6 – EXHIBITS   (Except as otherwise indicated (a) all exhibits were previously filed, (b) all omitted exhibits are intentionally omitted, and (c) all documents referenced below were filed under SEC file number 001-33407.)   Exhibits:     2.1   Agreement and Plan of Merger, dated September 27, 2022, by and between Isoray, Inc., Isoray Acquisition Corp., Viewpoint Molecular Targeting, Inc., and Cameron Gray, incorporated by reference to Exhibit 2.1 of the Form 8-K filed on September 28, 2022.       2.2   First Amendment to Agreement and Plan of Merger, dated October 21, 2022, between Isoray, Inc., Isoray Acquisition Corp., Viewpoint Molecular Targeting, Inc., and Cameron Gray, incorporated by reference to Exhibit 2.1 of the Form 8-K filed on October 24, 2022.       3(i)   Amended and Restated Certificate of Incorporation of Perspective Therapeutics, Inc. as of February 14, 2023, incorporated by reference to Exhibit 3.1 of the Form 8-K filed on February 16, 2023.       3(ii)   Amended and Restated Bylaws of Perspective Therapeutics, Inc. as of February 14, 2023, incorporated by reference to Exhibit 3.2 of the Form 8-K filed on February 16, 2023.       4.1*   Description of the Registrant’s Securities.       10.1***   Executive Employment Agreement, dated effective June 16, 2023, by and between the Company and Johan Spoor, incorporated by reference to Exhibit 10.1 of the Form 8-K filed on June 23, 2023.       10.2***   Executive Employment Agreement, dated effective June 16, 2023, by and between the Company and Jonathan Hunt, incorporated by reference to Exhibit 10.2 of the Form 8-K filed on June 23, 2023.       10.3***   Executive Employment Agreement, dated effective June 16, 2023, by and between the Company and Dr. Markus Puhlmann, incorporated by reference to Exhibit 10.3 of the Form 8-K filed on June 23, 2023.       31.1*   Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer       31.2*   Rule 13a-14(a)/15d-14(a) Certification of Co-Principal Financial Officer       31.3*   Rule 13a-14(a)/15d-14(a) Certification of Co-Principal Financial Officer       32.1**   Section 1350 Certifications       101.INS*   Inline XBRL Instance Document       101.SCH*   Inline XBRL Taxonomy Extension Schema Document       101.CAL*   Inline XBRL Taxonomy Extension Calculation Linkbase Document       101.DEF*   Inline XBRL Taxonomy Extension Definition Linkbase Document   101.LAB*   Inline XBRL Taxonomy Extension Label Linkbase Document       101.PRE*   Inline XBRL Taxonomy Extension Presentation Linkbase Document       104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)   * Filed herewith ** Furnished herewith ***Denotes Management Contract or Compensatory Plan or Arrangement   35 Table of Contents   SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.   Dated: August 11, 2023         PERSPECTIVE THERAPEUTICS, INC., a Delaware corporation             /s/  Johan (Thijs) Spoor     Johan (Thijs) Spoor     Chief Executive Officer (Principal Executive Officer)           /s/  Jonathan Hunt     Jonathan Hunt     Chief Financial Officer (Co-Principal Financial Officer)           /s/  Mark J. Austin     Mark J. Austin     Vice President of Finance and Corporate Controller (Co-Principal Financial Officer, Principal Accounting Officer, Corporate Secretary)     36