Perspective Therapeutics, Inc. 10-K

ITEM 9A – CONTROLS AND PROCEDURES 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-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), as of December 31, 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. Management’s Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance concerning both the reliability of our financial reporting and the preparation of our financial statements in accordance with generally accepted accounting principles. This control includes policies and procedures that obligate us to maintain reasonably detailed records that accurately and fairly reflect our transactions and the disposition of our assets, provide assurance that our transactions are properly recorded, ensure that our receipts and expenditures are authorized by management and, where applicable, our board of directors, and prevent or allow us to timely detect material unauthorized acquisitions, uses or dispositions of our assets. We have evaluated the effectiveness of our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control Integrated Framework (2013). This evaluation was performed under the supervision and with the participation of our management, including our chief executive officer and our co-principal financial officers and principal accounting officer, all of whom concluded that our internal control over financial reporting was effective as of December 31, 2023. Our evaluation of the effectiveness of our internal control over financial reporting in future periods may differ due to changing conditions or noncompliance with the policies and procedures we have established. 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. 64 Table of Contents ITEM 9B – OTHER INFORMATION Trading Plans None . ITEM 9C - DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Board Membership and Board Committees Upon the closing of the Merger with Viewpoint Molecular Targeting, Inc., Perspective increased the size of its Board of Directors (the "Board of Directors" or the "Board") from four members to five members. During the year ended December 31, 2023: ● Alan Hoffmann and Dr. Philip Vitale resigned from the Board, and Michael McCormick resigned as Chairman of the Board but remained a member of the Board (Mr. McCormick then subsequently resigned from the Board on May 9, 2023); ● Lori Woods resigned as Chief Executive Officer of the Company and was appointed as Chairperson of the Board, and Johan (Thijs) Spoor, Robert Froman Williamson, III, and Dr. Frank Morich were appointed as members of the Board; and ● Heidi Henson was appointed to the Board on June 1, 2023. The current directors of the Company are as follows: Audit Compensation Nominations and Corporate Governance Name Type Age Committee Committee Committee Lori Woods, Chairperson Non-independent 61 N/A Member Member Heidi Henson Independent 58 Chair Member N/A Robert Froman Williamson, III Independent 58 Member Chair Member Frank Morich, M.D., Ph.D. Independent 70 Member N/A Chair Johan (Thijs) Spoor Employee 51 N/A N/A N/A Each member of the Board serves a one-year term and is subject to reelection at the Company’s Annual Meeting of Stockholders held each year. The Company’s directors, as named above, will serve until the next annual meeting of the Company’s stockholders or until their successors are duly elected and have qualified. Directors will be elected for one-year terms at the annual stockholders meeting. There is no arrangement or understanding between any of the directors or officers of the Company and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management stockholders will exercise their voting rights to continue to elect the current directors to the Board. There are also no arrangements, agreements or understandings between non-management stockholders that may directly or indirectly participate in or influence the management of the Company’s affairs. 65 Table of Contents Lori Woods – Ms. Woods has been a Director of the Company since June 4, 2018, and has served as Chairperson of the Board since February 3, 2023. Most recently, Ms. Woods served as Chief Executive Officer of the Company from December 2018 to February 2023. Ms. Woods returned to the Company after previously serving as Vice President from 2006 to February 2008, at which time she was appointed Acting Chief Operating Officer before her appointment to Chief Operating Officer in February 2009, a position she held until January 2010. Beginning in February 2016, and continuing until her appointment as Interim CEO on June 4, 2018, Ms. Woods served as a senior consultant to the Company. From February 2016 to June 2018, Ms. Woods was a founder of Medvio, LLC, a medical device consulting company focused on the urology and oncology space. During her time at Medvio she worked with large public and international medical device companies, supporting the approval process and distribution of products in diverse international markets. Further, she worked with various partners to develop proprietary technologies for the colorectal and liver treatment markets. Previously, from January 2002 to July 2006, Ms. Woods served as Chief Executive Officer of Pro-Qura, Inc., a privately owned cancer treatment management company focused on the quality delivery of brachytherapy treatments for prostate cancer. She has also served as the Director of Business Development for the Tumor Institute Radiation Oncology Group and the Seattle Prostate Institute ("SPI") in Seattle, WA. SPI was an early innovator in prostate brachytherapy treatments and assisted in the training of more than 2,000 physicians in the use of prostate brachytherapy. Ms. Woods previously served as a board member of the Northwest division of the Juvenile Diabetes Research Foundation, focusing on their digital awareness programs, including their website and SEO strategy, and their public relations efforts. Ms. Woods earned a Bachelor of Science degree in Business Administration – Marketing and Communications from Loma Linda University, CA. Our Board of Directors believes that Ms. Woods' prior experience as our Chief Executive Officer, extensive experience and credibility in the brachytherapy industry, and strong relationships with suppliers and distributors of brachytherapy products qualifies her to serve on our Board. Heidi Henson – Ms. Henson has been a director of the Company since June 1, 2023. Ms. Henson served as the Chief Financial Officer of Pardes Biosciences, Inc., a publicly listed biopharmaceutical company, from 2021 until the completion of their tender offer in August 2023. Prior to that, she was a financial consultant for the same company from 2020 until her appointment as Chief Financial Officer. From 2019 through 2020, she was the Chief Financial Officer of Imbria Pharmaceuticals, Inc., a private biopharmaceutical company. From 2018 through 2019, she was the Chief Financial Officer of Respivant Sciences, Inc., a private biopharmaceutical company. From 2014 through 2018, she was the Chief Financial Officers of Kura Oncology, Inc., a publicly listed biopharmaceuticals company. From 2012 through 2018, Ms. Henson was the Chief Financial Officer for Wellspring Biosciences LLC and Araxes Pharma LLC (its parent company), a private biopharmaceutical company. Ms. Henson currently serves on the board of directors of PepGen, Inc. and Lista Therapeutics, Inc., where she is the Chair of both of their audit committees. Ms. Henson holds a Bachelor of Accountancy from the University of San Diego and is a member of the Association of Bioscience Financial Officers, or ABFO. Our Board of Directors believes that Ms. Henson’s experience as a financial professional with over 25 years of experience in both public and private companies qualifies her to serve on our Board. Robert Froman Williamson, III – Mr. Williamson has been a director of the Company since February 5, 2023. Mr. Williamson was appointed as a director in connection with the merger with Viewpoint. Since September 2022, Mr. Williamson has worked at Triumvira Immunologicals, a cell therapy company, most recently as President, COO and Director, and since March 2022, as a senior adviser to SyntheX, a protein interaction and degrader company. From February to September 2022, he was the CBO/CFO of OncoMyx, an oncolytic virus company. From 2020 to 2021 he was CEO of BioTheryX, a protein degradation therapeutics company, raising a $100 million crossover round and preparing the company for an IPO. Prior to that, Mr. Williamson served as CEO of PharmAkea from 2013 to 2019, and of ATXCo in 2019, both oncology and fibrosis companies financed through a partnership with Celgene, until PharmAkea’s acquisition by Galecto and ATXCo’s acquisition by Blade Therapeutics, both in 2019. Previously, Mr. Williamson was Executive Chairman and founder of Strategic Enzyme Applications, CEO of Arriva Pharmaceuticals, President and COO of Eos Biotechnology, which was sold to Protein Design Labs, and COO of DoubleTwist, Inc. through its acquisition by Merck and Hitachi. Mr. Williamson also serves on the Coulter Oversight Board for University of Miami, Florida, is a qualified financial expert and has chaired both the Compensation and Audit Committees of the Company. Notably, Mr. Williamson served as an early Director of Pharmasset, Inc., where he helped finance, grow and advance the company into the public markets and through its acquisition by Gilead in 2011 for $11 billion. Earlier, Mr. Williamson was a partner with The Boston Consulting Group and a research assistant for the Federal Reserve Board. Mr. Williamson received a BA in economics from Pomona College and an MBA from Stanford University. Our Board of Directors believes that Mr. Williamson’s active involvement in building biotechnology and related technology companies for over two decades qualifies him to serve on our Board. Frank Morich, M.D., Ph.D. – Dr. Frank Morich has been a director of the Company since February 5, 2023. Dr. Morich was appointed as a director in connection with the merger with Viewpoint. Dr. Morich served on the board of directors of Viewpoint, from February 2021 until February 3, 2023. He has also served on the board of directors of CUE-Biopharma, located in Boston, Massachusetts, a company working on protein therapeutics with applications in immune-oncology, autoimmunity and potentially antiviral applications since August 2018, and as its Chairman since April 2021. Dr. Morich served on the board of directors for MorphoSys from 2015 to 2021, and for Innate Pharma from 2004 to 2010, both clinical-stage biotechnology companies specializing in antibody development. Dr. Morich serves as Executive Chairman of Aphaia Pharma, located in Zug, Switzerland, a clinical-stage biopharmaceutical company working to treat and prevent metabolic disorders such as obesity and diabetes, a position he has held since June 2022. Prior to focusing on board service, Dr. Morich was Chief Commercial Officer at Takeda Pharmaceuticals, a global pharmaceutical company, from 2011 to 2014, and as its Executive Vice President of International Operations from 2010 to 2011. From 2008 to 2010, Dr. Morich served as Chief Executive Officer of NOXXON Pharma AG, a clinical-stage drug development company, and, from 2005 to 2007, as Chief Executive Officer and member of the board of directors of Innogenetics N.V., an international in vitro diagnostics company. Prior to that, Dr. Morich held several positions at Bayer, a global pharmaceutical and life sciences company, including as a member of the Board of Management of Bayer AG, Head of Global Product Development, and Head of Research and Development. Dr. Morich holds an M.D. and Ph.D. from the University of Marburg where he specialized in immunology with a focus on monoclonal antibodies. He also served as a military physician before moving to the private sector. Our Board of Directors believes that Dr. Morich’s experience as a biopharmaceutical professional with more than 35 years of industry experience qualifies him to serve on our Board. Johan (Thijs) Spoor – Mr. Spoor has been a director of the Company and has served as our Chief Executive Officer since February 5, 2023. Mr. Spoor was appointed as a director in connection with the merger with Viewpoint. From February 2022 until February 2023, Mr. Spoor served as the Chief Executive Officer of Viewpoint. Prior to joining Viewpoint, from October 2019 until June 2021, Mr. Spoor served as the President and CEO of KBP Biosciences, a global, clinical-stage biotechnology company focused on discovering, developing, and commercializing innovative small-molecule therapeutics for the treatment of serious cardiorenal and infectious diseases. While at KBP Biosciences, Mr. Spoor led all operations for major fund-raising and initial public officer (“IPO”) readiness, and drove the company’s small molecule clinical development programs, including toxicology, clinical pharmacology, Phase 2 studies, and discussions with regulators. Prior to KBP BioSciences, from January 2016 until October 2019, Mr. Spoor served as the President and CEO of AzurRx BioPharma, Inc., where he led its Nasdaq IPO, completion of animal studies, regulatory approvals and multiple Phase 2 studies. From September 2010 until December 2015, Mr. Spoor served as the President and CEO of FluoroPharma Medical, Inc., which he took public. He was previously a Health and Life Sciences strategy consultant to Fortune 500 companies at Oliver Wyman. Mr. Spoor previously worked on Wall Street as an equity research analyst at JP Morgan and Credit Suisse where he covered biotechnology stocks and medical device companies. He started his career with formal training in nuclear pharmacy which led to increasing commercial leadership roles in the imaging business at GE Healthcare (Amersham) in cardiology and oncology. Mr. Spoor also serves on the board of directors of Verifi Water, Inc. Mr. Spoor holds a Pharmacy degree from the University of Toronto and an MBA from Columbia Business School. Our Board of Directors believes that Mr. Spoor’s experience as our Chief Executive Officer and experience as an established leader with nearly 30 years of combined executive, broad management and capital markets expertise across healthcare and medical device industries qualifies him to serve on our Board. 66 Table of Contents Executive Officers The executive officers serving the Company as of March 22, 2024 were as follows: Name Age Position Held Johan (Thijs) Spoor 1 51 Chief Executive Officer, Director Markus Puhlmann, M.D. 58 Chief Medical Officer Jonathan Hunt 57 Chief Financial Officer, Co-Principal Financial Officer Mark Austin 36 Vice President of Finance and Corporate Controller, Co-Principal Financial and Principal Accounting Officer, Corporate Secretary 1. Mr. Spoor’s biographical information is incorporated by reference in the Board Membership section of this Part III, Item 10. Markus Puhlmann, M.D., MBA – Dr. Puhlmann has served as the Chief Medical Officer of Perspective Therapeutics since February 3, 2023. Dr. Puhlmann is a clinical researcher with over 30 years of combined experience in healthcare and the pharmaceutical industry with leadership positions in oncology drug development for solid and liquid tumor indications involving all phases of clinical development. Before joining Perspective Therapeutics, Dr. Puhlmann served as the CD30 Franchise Head of Global Clinical Development at Seagen from 2019 to 2022, where he built programs to explore the immune modulating properties of ADCs for various oncology and non-oncology indications. Prior to his time at Seagen, Dr. Puhlmann joined Merck & Co where he worked on the clinical development of pembrolizumab from 2015 to 2019. After initiating the pembrolizumab GYN program, Dr. Puhlmann focused on the expansion of the GU indications and developed an extensive trial portfolio. In this capacity, Dr. Puhlmann led and contributed to many successful regulatory filings for pembrolizumab across different indications such as urothelial carcinoma, RCC and cervical cancer. In addition, Dr. Puhlmann led the clinical development program for the collaboration of the partnership between Merck and EISAI. Earlier in his career, he held various positions with increasing responsibilities in clinical development and medical affairs at Schering Plough, Bayer and Amgen. Dr. Puhlmann also spent six years at the Surgery Branch, NCI, NIH, where he researched suicide gene therapy approaches including the effects of cytokines on tumor neovasculature. Dr. Puhlmann trained as a surgeon in the UK and Germany and holds a medical degree from the Ludwig Maximilians University, Munich, Germany as well as an Executive MBA from Georgetown’s McDonough School of Business. Jonathan Hunt – Mr. Hunt was appointed as Chief Financial Officer of the Company on December 3, 2018. On February 12, 2019, Mr. Hunt was appointed as Co-Principal Financial Officer. Before joining the Company, Mr. Hunt was Chief Financial Officer at Vivid Learning Systems, an online safety training company, from 2009 to 2018, where he had a central role in its turnaround, including growing revenues and implementing financial policy and process changes that ultimately resulted in the successful sale of the business. Mr. Hunt previously served as Chief Financial Officer of the Company from 2006 to 2009. Prior to that, Mr. Hunt worked at Hypercom Corporation, a global provider of electronic payment solutions and manufacturer of credit card terminals, where he served as Assistant Corporate Controller from 2005 to 2006. Mr. Hunt holds a Bachelor of Science, Accountancy, and a Masters of Accountancy degree from Brigham Young University. Mark Austin – Mr. Austin has served as Controller, Principal Financial and Accounting Officer, since July 2017 and Co-Principal Financial Officer since February 12, 2019. On September 15, 2020, Mr. Austin was appointed Corporate Secretary. On August 16, 2021, Mr. Austin was appointed Vice President of Finance and Corporate Controller. Prior to joining the Company, Mr. Austin practiced as a Certified Public Accountant with the accounting firm KPMG where he worked from October 2009 to July 2017. At KPMG, Mr. Austin served as a Senior Manager and before that, as a Manager and Senior Associate in Portland, Oregon, where he served as lead for financial statement and internal control audits within the technology industry, including for software and manufacturing companies. While at KPMG, Mr. Austin served as lead manager for a global public company where he supervised, coached and led teams and team members, and researched technical accounting issues relevant to the technology industry. Mr. Austin holds a Bachelor of Science in Commerce degree in Accounting from Santa Clara University, in Santa Clara, California. There are no agreements or understandings for any officer or director to resign at the request of another person, and none of the officers or directors is acting on behalf of, or will act at the direction of, any other person. There are no family relationships among our executive officers and directors. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities, to file with the Securities and Exchange Commission ("SEC") initial reports of beneficial ownership and reports of changes in beneficial ownership of our Common Stock. The rules promulgated by the SEC under Section 16(a) of the Exchange Act require those persons to furnish us with copies of all reports filed with the SEC pursuant to Section 16(a). The information in this section is based solely upon a review of Forms 3, Forms 4, and Forms 5 received by us. Based on company records and other information, we believe that all reporting requirements for the year ended December 31, 2023 were complied with by each person who at any time during such year was a director or an executive officer or beneficially owned more than 10% of our common stock, except that one Form 3 filing for Robert Froman Williamson, III was not filed on a timely basis and one Form 4 filing for each of Robert Froman Williamson, III and Lori Woods were not filed on a timely basis. 67 Table of Contents Code of Ethics We have adopted a Code of Conduct and Ethics that applies to all of our officers, directors and employees and a separate Code of Ethics for Chief Executive Officer and Senior Financial Officers that supplements our Code of Conduct and Ethics (together, the "Codes"). The Code of Ethics for Chief Executive Officer and Senior Financial Officers is available to the public on our website at http://www.perspectivetherapeutics.com/investors/governance-documents. Each of these Codes comprises written standards that are reasonably designed to deter wrongdoing and to promote the behavior described in Item 406 of Regulation S-K promulgated by the Securities and Exchange Commission. Any amendments to or waivers of the Codes will be promptly posted on our website at www.perspectivetherapeutics.com or in a Report on Form 8-K, as required by applicable laws. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of the Codes by posting such information on the website address and location specified above. Nominating Procedures There have been no material changes to the procedures by which our stockholders may recommend nominees to the Board of Directors during our last fiscal year. Audit Committee The Company has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Charter of the Audit Committee (the "Audit Committee Charter") lists the purposes of the Audit Committee as overseeing the accounting and financial reporting processes of the Company and audits of the financial statements of the Company and providing assistance to the Board of Directors: (1) in monitoring (a) the integrity of the Company’s financial statements, (b) the Company’s compliance with legal and regulatory requirements, (c) the independent auditor’s qualifications and independence, and (d) the performance of the Company’s internal audit function, if any, and independent auditor, and (2) preparing the report that the SEC rules require be included in the Company's annual proxy statement. The current members of the Audit Committee are Ms. Henson (Chair), Mr. Williamson and Dr. Morich. The Audit Committee operates under the Audit Committee Charter, which has been approved by the Board. The Board has determined that Ms. Henson is an “audit committee financial expert” as defined under SEC rules. The Board has affirmatively determined that none of the members of the Audit Committee have a material relationship with the Company that would interfere with the exercise of independent judgment and each of the members of the Audit Committee is “independent” as independence is defined in Section 803B(2) of the NYSE American listing standards and Rule 10A-3 under the Exchange Act. ITEM 11 – EXECUTIVE COMPENSATION Our named executive officers for the fiscal year ended December 31, 2023, which consisted of our Chief Executive Officer ("CEO"), our former Chief Executive Officer, and our two most highly compensated executive officers other than our CEO were: ● Johan (Thijs) Spoor, CEO and Director ; ● Lori Woods, former CEO 1 ● Jonathan Hunt, Chief Financial Officer ; and ● Markus Puhlmann, Chief Medical Officer . 1. Ms. Woods served as our Chief Executive Officer until February 3, 2023, upon the closing of our merger with Viewpoint. 68 Table of Contents The following summary compensation table sets forth information concerning compensation for services rendered in all capacities during the year ended December 31, 2023, the six-month transition period (“TP”) ended December 31, 2022, and the fiscal year ended June 30, 2022, earned by or paid to our named executive officers. Messrs. Spoor, Puhlmann and Hunt were not named executive officers during 2022; accordingly, compensation for 2022 (which includes the TP and the fiscal year ended June 30, 2022) is not included in the following table. Salary and other compensation for the named executive officers are set or recommended to the Board by the Compensation Committee. Summary Compensation Table Non-equity Name and Option incentive plan All other principal Salary Bonus awards compensation compensation Total position Year ($) ($) 4 ($) 1 ($) 5 ($) ($) Johan (Thijs) Spoor 2023 506,269 21,666 603,215 287,500 40,346 6 1,458,996 CEO and Director Markus Puhlmann 2023 420,846 3,333 266,953 184,000 24,961 7 900,093 Chief Medical Officer Jonathan Hunt 2023 389,154 30,000 225,609 172,000 353,200 8 1,169,963 Chief Financial Officer Lori Woods 2023 69,785 - - 601,947 3 671,732 Former CEO and Director TP 249,780 234,764 63,000 3,050 2 550,594 2022 439,816 279,648 46,180 3,050 2 768,694 1. Amounts represent the ASC 718 , Compensation – Stock Compensation valuation for the year ended December 31, 2023 and, for Ms. Woods, the transition period and the fiscal year ended June 30, 2022. Options awarded vest in four equal annual installments and expire 10 years after the date of grant. All options were granted at the fair market value of the Company’s common stock on the date of grant and the Company used a Black-Scholes methodology as discussed in Note 12, Share-Based Compensation , to our financial statements included in this Annual Report on Form 10-K. 2. Amount represents Company 401(k) matching contributions earned during the time period noted. 3. Ms. Woods received $504,000 in severance pay pursuant to the terms of her employment agreement, to be paid out over 12 months that began in February 2023. The amount also includes $12,656 for the continuation of health benefits, $2,791 relating to the Company 401(k) matching contributions, and $82,500 in director fees for her service as a non-employee director commencing on February 3, 2023. 4. Amounts represent sign-on bonuses paid pursuant to employment agreements, effective June 1, 2023. 5. Amounts represent annual performance-based cash bonuses earned in fiscal year 2023. 6. Mr. Spoor received $22,115 related to accrued paid time off pursuant to his employment agreement, effective June 1, 2023, and $18,231 relating to the Company 401(k) matching contributions. 7. Dr. Puhlmann received $17,692 related to accrued paid time off pursuant to his employment agreement, effective June 1, 2023, and $7,269 relating to the Company 401(k) matching contributions. 8. Mr. Hunt received $340,000 related to change in control payments due to the Company's acquisition of Viewpoint pursuant to his employment agreement with Viewpoint, to be paid out over 12 months that began in February 2023. The amount also includes $13,200 relating to the Company 401(k) matching contributions. 69 Table of Contents Narrative to Summary Compensation Table Our Compensation Committee typically reviews and discusses management’s proposed compensation with the Chief Executive Officer for all executives other than the Chief Executive Officer. Based on those discussions and its discretion, the Compensation Committee then approves the compensation of each executive officer after discussions without members of management present. Annual Base Salary The annual base salaries of our named executive officers are determined, approved and reviewed by our Compensation Committee. Annual base salaries are intended to provide a fixed component of compensation to our named executive officers. On February 3, 2023, at the closing of the acquisition of Viewpoint, Mr. Spoor and Dr. Puhlmann became employees of the Company. Mr. Spoor’s annual salary was $510,000 and increased to $575,000 on June 1, 2023. Dr. Puhlmann’s annual salary was $450,000 and increased to $460,000 on June 1, 2023. Prior to becoming employees of the Company, Mr. Spoor was the Chief Executive Officer of Viewpoint and was paid a salary of $39,231 for the period from January 1, 2023 to February 2, 2023, and Dr. Puhlmann was the Chief Medical Officer of Viewpoint and was paid a salary of $34,615 for the period from January 1, 2023 to February 2, 2023. See “ Employment Agreements and Separation Agreement – Current Employment Agreements with our Chief Executive Officer, Chief Financial Officer and Chief Medical Officer ” below for more information. Prior to her resignation on February 3, 2023, Ms. Woods’ annual base salary was $504,000. Non-Equity Incentive Plan Compensation We provide for annual cash incentives that reinforces our pay-for-performance approach. This incentive compensation is a short-term incentive program that rewards achievement. Annual incentive awards are awarded at the sole determination of the Compensation Committee (on behalf of the Board) based on the actual and measurable performance of the Company based on a set of corporate objectives for the previous year and are paid in the first quarter of the following year. For the year ended December 31, 2023, our Chief Executive Officer had an opportunity to earn a bonus of 50% of his annual base salary and each other named executive officer had an opportunity to earn a bonus of 40% of his annual base salary by meeting the target metrics as determined by the Compensation Committee. For the year ended December 31, 2023, the Compensation Committee determined that 100% of the metrics were achieved for each named executive officer and approved individual performance achievement payouts for such named executive officers in the amounts reflected in the column of the “Summary Compensation Table” above entitled “Non-Equity Incentive Plan Compensation.” Ms. Woods did not earn an annual performance bonus for 2023 given her departure in February 2023. Equity-Based Compensation Stock options are granted to reward individuals for current performance, as an incentive for future performance and to align the long-term interests of our named executive officers with our stockholders. Stock options are granted under the Company’s Second Amended and Restated 2020 Equity Incentive Plan (the “Second Amended and Restated Plan”). Stock options are generally awarded to named executive officers at commencement of employment and annually thereafter after taking into consideration the results of a competitive analysis that benchmarks long-term incentive awards granted to executives in comparable positions at peer companies. The exercise price for each option grant is the closing price of our common stock on the date of grant. Each option grant is for a term of 10 years from the date of grant and the options subject to each grant vest 25% immediately, 25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date, and 25% on the third anniversary of the grant date subject to continued employment with the Company. During the year ended December 31, 2023, Mr. Spoor was granted 3,338,878 options, Mr. Puhlmann was granted 1,477,619 options, and Mr. Hunt was granted 1,248,776 options. During the year ended December 31, 2023, the six-month transition period ended December 31, 2022, and the fiscal year ended June 30, 2022, no options were repriced or otherwise materially modified. 70 Table of Contents 401(k) Plan The Company has a 401(k) plan that covers all eligible full-time employees of the Company. Contributions to the 401(k) plan are made by participants to their individual accounts through payroll withholding. Additionally, the 401(k) plan allows the Company to make contributions at the discretion of management. Through December 31, 2022, the Company had not made any contributions to the 401(k) plan. Beginning January 1, 2022, the Company implemented a Company 401(k) match where 50% of the first 4% of the participants’ contributions will be matched, up to a maximum company match of 2% of eligible compensation. The Company matching contributions were made during January 2023 for the 401(k) plan year January 1, 2022 to December 31, 2022. Beginning January 1, 2023, the Company changed its 401(k) match for the 401(k) plan where 100% of the first 4% of the participants’ contributions will be matched, up to a maximum company match of 4% of eligible compensation. The Company matching contributions were made during January 2024 for the 401(k) plan year January 1, 2023 to December 31, 2023. From the merger date through December 31, 2023, Viewpoint had a separate 401(k) plan with a company match where 100% of the first 6% of participants contributions were matched, up to a maximum company match of 6% of eligible compensation. Outstanding Equity Awards at December 31, 2023 The following table sets for certain information concerning equity awards granted to our named executive officers that were outstanding as of December 31, 2023. Option awards Equity Incentive Plan awards: Number of Number of securities securities underlying underlying unexercised unexercised Option options options exercise Option (#) (#) price expiration Name exercisable unexercisable ($) date Johan (Thijs) Spoor 834,720 1 2,504,158 1 0.24 12/12/2033 8,454,757 2 - 0.13 02/13/2032 Lori Woods - 230,000 3 0.24 12/12/2033 156,667 4 313,333 4 0.38 02/21/2033 - 230,000 5 0.38 02/21/2033 940,000 6 - 0.33 07/21/2032 480,000 7 - 0.79 07/01/2031 62,500 8 - 0.43 06/18/2029 Markus Puhlmann, M.D. 369,405 1 1,108,214 1 0.24 12/12/2033 1,408,069 2 - 0.13 09/18/2032 Jonathan Hunt 312,194 1 936,582 1 0.24 12/12/2033 475,000 6 - 0.33 07/21/2032 320,000 7 - 0.79 07/21/2031 150,000 9 - 0.61 06/23/2030 150,000 10 - 0.43 06/18/2029 150,000 11 - 0.43 12/03/2028 1. Represents an option award granted on December 12, 2023, one-fourth of which became exercisable on December 12, 2023, one-fourth of which will become exercisable on December 12, 2024, one-fourth of which will become exercisable on December 12, 2025, and the final fourth will become exercisable on December 12, 2026. 2. Represents a fully exercisable option grant assumed in connection with the merger with Viewpoint. 3. Represents an option award granted on December 12, 2023 which will become exercisable on December 12, 2024. 4. Represents an option award granted on February 21, 2023 which become exercisable in equal monthly installments over 36 months. 5. Represents an option award granted on February 21, 2023 which became exercisable on February 21, 2024. 6. Represents an option award granted on July 21, 2022, one-fourth of which became exercisable on July 21, 2022; the remainder of these options awards vested on February 3, 2023 in connection with the merger with Viewpoint as the merger constituted a “Change of Control” under the stock option plan. 7. Represents an option award granted on July 1, 2021, one-fourth of which became exercisable on July 1, 2021, one-fourth of which became exercisable on July 1, 2022, and the remainder of these options awards vested on February 3, 2023 in connection with the merger with Viewpoint as the merger constituted a “Change of Control” under the stock option plan. 8. Represents an option award grant on June 18, 2019, all of which were exercisable as of June 18, 2022. 9. Represents an option award grant on June 23, 2020, one-fourth of which became exercisable on June 23, 2020, one-fourth of which became exercisable on June 23, 2021, one-fourth of which became exercisable on June 23, 2022; the remainder of these options awards vested on February 3, 2023 in connection with the merger with Viewpoint as the merger constituted a “Change of Control” under the stock option plan. 10. Represents an option award grant on June 18, 2019, all of which were exercisable as of June 18, 2022. 11. Represents an option award granted on December 3, 2018, all of which were exercisable as of December 3, 2021. 71 Table of Contents Employment Agreements and Separation Agreement The following is a discussion of the material terms of each contract, agreement, plan or arrangement that provides for payments to our named executive officers at, following, or in connection with the resignation, retirement or other termination of such named executive officers, or a change in control of our company or a change in the named executive officer's responsibilities following a change in control, with respect to each named executive officer. Current Employment Agreements with our Chief Executive Officer, Chief Financial Officer and Chief Medical Officer The Company has entered into employment agreements with Johan (Thijs) Spoor, Jonathan Hunt, and Dr. Markus Puhlmann (each an “Executive”). The term of each employment agreement began on June 16, 2023. Under the employment agreements, Mr. Spoor’s initial annual salary is set at $575,000, Mr. Hunt’s at $430,000 and Dr. Puhlmann’s at $460,000, payable in accordance with the Company’s standard payroll practices. The employment agreements provide that each Executive may be eligible for periodic increases of his annual salary as determined by the Company in its sole discretion. Further, each Executive’s annual salary may not be decreased without his written consent, other than as part of a general arrangement implemented by the Board affecting all of the Company’s senior executive officials. Under Mr. Hunt’s previous employment agreement with Isoray, Mr. Hunt was entitled to certain compensation based on the merger between the Company and Viewpoint, as such transaction was a Change of Control, as that term is defined in his previous employment agreement. The execution of Mr. Hunt’s current employment agreement did not terminate the Company’s obligation regarding such payment until it was fully satisfied . Additionally, each Executive is eligible for a quarterly and an annual discretionary bonus as periodically established by the Compensation Committee based upon metrics to be established by the Compensation Committee. See “ Non-Equity Incentive Plan Compensation ” above for additional information. Each Executive is also eligible to participate in and receive stock options under the Second Amended and Restated Plan. See “ Equity-Based Compensation ” above for additional information. Pursuant to the terms of the employment agreements, each Executive is an “at-will” employee. Either the Executive or the Company can terminate his employment with or without cause, for any reason or no reason, and at any time. If an Executive’s employment ends due to mutual written agreement with the Company, or an Executive resigns or is terminated for cause, the Company will pay his accrued but unpaid wages and approved but unreimbursed business expenses. If an Executive is terminated without cause or at-will, the Company will pay his accrued but unpaid wages, any bonus announced but not yet paid, approved but unreimbursed business expenses, twelve months’ severance based on his then-current base salary, a pro-rated amount of the quarterly and annual discretionary bonuses based on the number of full months the Executive has been employed during the fiscal year of his termination, and COBRA premiums for up to twelve months of coverage. Each Executive is subject to standard confidentiality provisions and a non-compete, non-solicitation covenant for one year following termination of employment. In the event of a Change of Control (as defined in the employment agreements), if an Executive is not retained by the new company, the Company will pay his accrued but unpaid wages, approved but unreimbursed business expenses, twelve months’ severance based on his then-current base salary, a pro-rated amount of the quarterly and annual discretionary bonus based on the number of full months the executive has been employed during the fiscal year of his termination, and COBRA premiums for up to twelve months of coverage. Additionally, regardless of whether an Executive is retained by the new company, the Company will pay the Executive twelve months’ salary based on his then-current base salary in accordance with the Company’s regular payroll practices. However, if the Executive’s employment with the new company terminates within twelve months of the Change of Control, the Executive will not be entitled to the severance pay described above other than in an amount equivalent to such portion of the Change in Control Compensation (as defined in the employment agreements) that the Executive has not then already received. Also, upon a Change of Control, all of the Executive’s outstanding unvested equity-based awards, at his option, will vest and become immediately exercisable and unrestricted. Past Employment Agreement and Separation Agreement with our Former Chief Executive Officer The Company previously entered into an employment agreement with Lori A. Woods, which was effective as of May 24, 2021, and originally provided for her employment to continue until June 30, 2024, subject to successive one-year renewals. In connection with her resignation as CEO of the Company, the Company and Lori A. Woods entered into a separation agreement on February 3, 2023, pursuant to which the Company agreed to pay Ms. Woods the amount of $504,000, minus required withholdings, to be paid biweekly in accordance with the Company’s regular payroll practice. Additionally, Ms. Woods received payment of health insurance premiums for a period of one year, plus reimbursement for reasonable attorneys’ fees. The Company also agreed to accelerate the vesting of 1,007,498 options to purchase shares of common stock of the Company held by Ms. Woods. Subject to the terms of the Company’s Amended and Restated 2020 Equity Incentive Plan pursuant to which the options were granted, Ms. Woods will have the time set forth in each vested option to exercise such option before it expires. The separation agreement contains a release by Ms. Woods of any and all issues and claims she may have against the Company in any way related to her employment with or separation from employment with the Company, including a release of any liabilities and claims under any local, state, or federal statutes, wage claims, and claims of discrimination. The separation agreement does not impact any future claims that Ms. Woods may raise during her tenure as Chairperson of the Board, nor does it serve to release any claims she may have for advances of fees and costs and indemnity under any applicable contract of insurance, corporate policy, or operation of law. Role of the Compensation Consultant Pursuant to its Charter, the Compensation Committee has the authority to engage independent compensation consultants and other professionals to assist in the design, formulation, analysis, and implementation of compensation programs for our executive officers. In 2023, the Committee engaged Anderson Pay Advisors to review various elements of the Company's overall compensation program, including performing reviews of the Company's 2023 executive compensation plans. 72 Table of Contents Role of Benchmarking and Peer Groups As part of our pay philosophy, our executive compensation program is designed to attract, motivate and retain our executives in an increasingly competitive market. To this end, in 2023 we evaluated industry-specific and general market compensation practices and trends to ensure that our program features and named executive officer pay opportunities remain appropriately competitive. When determining salaries, target bonus opportunities and long-term incentive grants for our named executive officers, the Compensation Committee considers the performance of the Company and the individual, the nature of an individual's role within the Company, experience in the officer's current role, as well as input from its independent compensation consultant, among other variables. In 2023, to facilitate its review and determination of executive compensation, the Committee engaged Anderson Pay Advisors to conduct a comprehensive competitive review of our executive compensation program. In connection with this review, Anderson Pay Advisors identified a peer group comprised of pharmaceutical and biotechnology companies roughly similar to the Company in market capitalization and focused on cancer treatments to the extent possible. The peer group consists of the 20 companies listed below: Aadi Bioscience Actinium Pharmaceuticals Alaunos therapeutics Capricor Therapeutics, Inc. Chimerix Cytosorbents Corp DermTech Eiger Biopharmaceuticals Fusion Pharmaceuticals Graphite Bio Ikena Oncology ORIC Pharmaceuticals Pieris Pharmaceuticals Point Biopharma Prelude Therapeutics Sensus Healthcare Shattuck Labs Spectrum Pharmaceuticals UroGen Pharma Y-mAbs Therapeutics The median market capitalization of the peer group was $166.3 million, and Perspective Therapeutics' market capitalization was roughly $105.9 million at the time of the analysis. Based on the Anderson Pay Advisors data and performance metrics, the Compensation Committee of the Company increased the annual base salary for Thijs Spoor, our Chief Executive Officer and Director, to $575,000 (a 12.7% increase), for Markus Puhlmann, our Chief Medical Officer, to $460,000 (a 2.2% increase) and for Jonathan Hunt, our Chief Financial Officer, to $430,000 (a 26.5% increase), effective June 1, 2023. Director Compensation In February 2023, the Compensation Committee approved changes to the non-employee director compensation program to provide: (i) a $60,000 annual cash retainer; (ii) an additional annual cash retainer of $30,000 for service as Chairperson of the Board of Directors; and (iii) additional annual cash retainers for committee chairs equal to $15,000. Each non-employee director was granted 470,000 stock options for a term of 10 years from the date of grant, which vest monthly over 36 months from the date of grant. Additionally, each non-employee director was granted 230,000 stock options for a term of 10 years from the date of grant and the options vested 100% on the first anniversary of the grant date. Employee directors do not receive any compensation for their service on the Board. The following table sets forth information concerning the compensation of the non-employee directors of the Company who served for all or a portion of the year ended December 31, 2023. Johan (Thijs) Spoor, our CEO and a director, did not receive any compensation for his service on the Board in 2023. Lori Woods, our former CEO, did not receive any compensation for her service as a member of our Board during 2023 prior to her cessation as an employee of the Company on February 3, 2023. Mr. Spoor and Ms. Woods’ compensation for services as employees and Ms. Woods’ compensation for services as Chairperson of our Board for fiscal year 2023 are presented in “ Executive Officer Compensation – Summary Compensation Table ” above. Fees earned or paid in Option cash awards Total Name ($) ($) (1)(2) ($) Robert Froman Williamson, III 68,750 251,311 320,061 Frank Morich, M.D., Ph.D. 68,750 251,311 320,061 Heidi Henson 43,750 346,947 390,697 Alan Hoffman 5,493 - 5,493 Dr. Philip Vitale 5,493 - 5,493 Michael McCormick 25,000 251,311 276,311 1. As of December 31, 2023, the aggregate number of shares of Common Stock subject to outstanding options held by our non-employee directors were 930,000 for each of Mr. Williamson and Ms. Henson and 2,037,471 for Dr. Morich. 2. The amounts reported in the "Option Awards" column represent the aggregate grant date fair value of stock options awarded during the year ended December 31, 2023, calculated in accordance with the provisions of FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the options reported in this column are set forth in Note 12, Share-Based Compensation , to our financial statements included in this Annual Report on Form 10-K. The amount reported reflects the accounting cost for the options and does not correspond to the actual economic value that may be received by the non-employee director upon the exercise of the options or any sale of the underlying shares of our Common Stock. 73 Table of Contents Risks Related to Compensation Policies and Practices The Compensation Committee has considered whether our overall compensation program for employees in 2023 creates incentives for employees to take excessive or unreasonable risks that could materially harm our Company. We believe that several features of our compensation policies for management employees appropriately mitigate such risks, including a mix of long- and short-term compensation incentives that we believe is properly weighted, our Incentive Compensation Recovery Policy and the uniformity of compensation practices across our Company, which the Compensation Committee regards as setting an appropriate level of risk taking for us. We also believe our internal legal and financial controls appropriately mitigate the probability and potential impact of an individual employee committing us to a harmful long-term business transaction in exchange for short-term compensation benefits. Recoupment Policy In order to align further management’s interests with the interests of our stockholders and to support good corporate governance practices, the Board has adopted a recoupment policy. Subject to rules of the SEC and NYSE American, in the event that we are required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the federal securities law s, the Compensation Committee has the authority to de termine the appropriate means of recovering from any of our current or former executive officers, as determined in accordance with such rules, who received performance-based compensation (including stock options awarded as compensation) during the period for which we are required to prepare an accounting restatement, based on the erroneous data, in excess of what would have been paid to the executive officer under the accounting restatement. The committee may also take any other actions authorized by our Incentive Compensation Recovery Policy. ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following tables set forth certain information regarding the beneficial ownership of the Company’s common stock and preferred stock as of March 22, 2024 for (a) each person known by the Company to be a beneficial owner of 5% or more of the outstanding common stock of the Company, (b) each named executive officer, director and nominee for director of the Company, and (c) directors and executive officers of the Company as a group. As of March 22, 2024, the Company had 586,915,977 shares of common stock outstanding. Except as otherwise indicated below, the address for each listed beneficial owner is c/o Perspective Therapeutics, Inc., 2401 Elliott Avenue, Suite 320, Seattle, WA 98121. Name of Beneficial Owner Common Shares Owned Common Stock Options 1 Common Stock Warrants 3 Percent of Class 2 Named Executive Officers and Directors : Johan (Thijs) Spoor 107,572 9,289,477 - 1.58 % Lori Woods 1,567,814 1,908,335 - * Heidi Henson - 143,612 - * Robert F. Williamson, III 342,424 425,835 - * Frank Morich, M.D., Ph.D. - 1,533,306 - * Markus Puhlmann 1,375,425 1,777,474 - * Jonathan Hunt 316,710 1,557,194 33,653 * Directors and Executive Officers as a group (eight persons) 3,763,975 17,229,983 43,268 3.48 % Greater than 5% Stockholders : Lantheus Alpha Therapy, LLC 4 116,773,394 19.90 % * Less than one percent. 1. Only includes those common stock options that could be exercised for common stock within 60 days after March 22, 2024. 2. Percentage ownership is based on 586,915,977 shares of Common Stock outstanding on March 22, 2024. Shares of Common Stock subject to stock options which are currently exercisable or will become exercisable within 60 days after March 22, 2024 are deemed outstanding for computing the percentage ownership of the person or group holding such options but are not deemed outstanding for computing the percentage ownership of any other person or group. 3. Purchased pursuant to a public offering that closed on October 22, 2020. Each share of common stock purchased included one-half of a warrant. Each whole warrant is exercisable to purchase one share of common stock at an exercise price of $0.57 per share. Each warrant is immediately exercisable and will expire October 22, 2025. 4. Based on a Schedule 13D/A filed by Lantheus Holdings, Inc. (“Lantheus Holdings”) and Lantheus Alpha Therapy, LLC (“Lantheus Alpha”) on March 8, 2024. Represents shares directly held by Lantheus Alpha, a wholly owned direct subsidiary of Lantheus Holdings. Lantheus Holdings and Lantheus Alpha may each be deemed to have shared voting and dispositive power over all of the shares. The address of Lantheus Alpha is 201 Burlington Road, South Building, Bedford, MA 01730. 74 Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans On June 15, 2017, the Company's Stockholders approved the Company's 2017 Equity Incentive Plan (the “2017 Incentive Plan”). The 2017 Incentive Plan allows the Board of Directors to grant up to 4,000,000 shares of common stock to directors, officers, employees and consultants in a combination of equity incentive forms including incentive stock options ("ISOs"), non-qualified stock options ("NQSOs"), stock appreciation rights ("SARs") or restricted shares of common stock. On December 7, 2021, the Company's stockholders approved the Company's Amended and Restated 2020 Equity Incentive Plan (the “Amended 2020 Incentive Plan”), which amended and restated the Company's 2020 Equity Incentive Plan in its entirety. The Amended 2020 Incentive Plan increased the number of shares of common stock available for the grant of awards under the plan by 10,000,000, to a total of 16,000,000 available shares, removed the limit on the number of incentive stock options that can be granted under the plan, and authorized the granting of restricted stock units ("RSUs") under the plan. On December 13, 2022, the Company's stockholders approved the Company's Amended and Restated 2020 Equity Incentive Plan (“Amended and Restated 2020 Incentive Plan”), which increased the number of shares of common stock available for grant of awards under the plan by 30,000,000, to a total of 46,000,000 available shares. Under the Amended and Restated 2020 Incentive Plan, the Board of Directors may grant to directors, officers, employees and consultants various forms of equity, including ISOs, NQSOs, SARs and RSUs. On October 6, 2023, the Company’s stockholders approved the Company’s Second Amended and Restated 2020 Equity Incentive Plan (the “Second Amended and Restated Plan”) which, among other things, (a) increased the aggregate number of shares of common stock authorized for issuance under the Second Amended and Restated Plan by 10,000,000 for a total of 56,000,000 shares of common stock, (b) implemented an “evergreen” provision, which contemplates that on the first day of each fiscal quarter, unless the Board of Directors of the Company (the “Board”) determines otherwise, the number of shares of common stock authorized for issuance under the Second Amended and Restated Plan will be adjusted to be (subject to adjustment in the event of stock splits and other similar events) the greater of 56,000,000 shares of common stock or 13% of the number of shares of common stock issued and outstanding on the last day of the immediately preceding fiscal quarter, and (c) extended the term of the Second Amended and Restated Plan such that it will be terminated, if not earlier terminated, on the 10-year anniversary of October 6, 2023. Options granted under both plans have a 10-year maximum term, an exercise price equal to at least the fair market value of the Company’s common stock (based on the closing share price of the common stock on the NYSE American on the date of the grant), and with varying vesting periods as determined by the Board. As of December 31, 2023, the following options had been granted under the Second Amended and Restated Plan, the 2017 Incentive Plan, and prior stock option plans that have now expired. Plan Category Number of securities to be issued on exercise of outstanding options, warrants, and rights (a) Weighted- average exercise price of outstanding options, warrants, and rights (b) Number of securities remaining available for future issuance under equity compensation Plans (excluding securities in columns (a) and (b)) Equity compensation plans approved by securityholders 50,844,425 1 $ 0.32 5,709,265 2 Equity compensation plans not approved by securityholders 288,000 3 $ 1.45 - Total 51,132,425 $ 0.33 5,709,265 1. Consists of shares underlying stock options had been granted under our Second Amended and Restated 2020 Equity Incentive Plan, the 2017 Incentive Plan and under prior stock option plans that have now expired. 2. Consists of 5,574,790 shares of common stock reserved for future issuance under our Second Amended and Restated 2020 Equity Incentive Plan, including the 10,000,000 additional shares approved by our stockholders on October 6, 2023, and 134,475 shares of common stock reserved for future issuance under our 2017 Incentive Plan. 3. Consists of 288,000 shares of common stock underlying stock options had been granted under our 2005 Stock Option Plan and 2006 Director Stock Option Plan. Both of these plans are now expired. For a description of these plans, please see Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2015. 75 ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Review, Approval or Ratification of Transactions with Related Persons The Company’s Code of Ethics emphasizes the importance of avoiding situations or transactions in which personal interests may interfere with the best interests of the Company or its stockholders. In addition, the Company’s general corporate governance practice includes Board-level discussion and assessment of procedures for discussing and assessing relationships, including business, financial, familial and nonprofit, among the Company and its officers and directors or their immediate family members, to the extent that they may arise. The Board and the Audit Committee review any transaction with an officer or director or their immediate family members to determine, on a case-by-case basis, whether a conflict of interest exists. The Board ensures that all directors voting on such a matter have no interest in the matter and discusses the transaction with counsel as the Board deems necessary. The Board will generally delegate the task of discussing, reviewing and approving transactions between the Company and any related persons to the Audit Committee. The Audit Committee approved all of the below transactions. Transactions with Related Persons The following includes a summary of transactions since January 1, 2022 to which we have been a party in which the amount involved exceeded or will exceed the lesser of $120,000 and one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any of our directors, director nominees, executive officers or beneficial owners of more than 5% of our common stock, or any members of their immediate family, had or will have a direct or indirect material interest, other than compensation arrangements that we have entered into with our executive officers and directors. As of March 22, 2024, Lantheus Alpha Therapy, LLC, a Delaware limited liability company and wholly owned subsidiary of Lantheus Holdings, Inc. (“Lantheus”) owned approximately 19.90% of our outstanding common shares and is a related person” for purposes of the SEC rules. See the section entitled “Agreements and Collaborations – Lantheus Agreements” in Part I, Item I of this Form 10-K for a description of certain transactions between us and Lantheus. In addition, Lantheus participated the March 2024 Private Placement, described more fully in the section entitled “Agreements and Collaborations – Equity Financings” in Part I, Item I of this Form 10-K. In the March 2024 Private Placement, Lantheus purchased 60,431,039 shares of Common Stock for an aggregate purchase price of $57.4 million. During the year ended June 30, 2022, the Company engaged with SphereRx, LLC, owned by Lori Woods, our Chairperson and board member, to assist in making payments to suppliers in Russia as our bank had an internal policy that it could not send wires to Russia due to the ongoing Russia-Ukrainian conflict. There were four payments totaling $2,389,787. The Company reimbursed SphereRx, LLC for wire fees. There was no other consideration or compensation related to these payments. Director Independence Using the standards of the NYSE American, the Company’s Board has determined that Ms. Henson, Mr. Williamson, and Dr. Morich each qualify under such standards as an independent director. Ms. Henson, Mr. Williamson, and Dr. Morich each meet the NYSE American listing standards for independence both as a director and as a member of the Audit Committee. The Board has affirmatively determined that each of the members of the Compensation Committee, except for Ms. Woods, is “independent” as independence is defined in Section 805(c) of the NYSE American listing standards and Rule 10C-1 under the Exchange Act. Even though Ms. Woods is not independent due to her service in the capacity of CEO until her resignation on February 3, 2023, the Board has determined she is able to comply with Section 805(b) of the NYSE American listing standards, which establishes criteria permitting her to serve as a non-independent director on the Compensation Committee. No other directors are independent under these standards. 76 Table of Contents None of our existing directors were disqualified from independent status under the objective standards of the NYSE American other than Mr. Spoor, who did not qualify as he is an employee director and Ms. Woods, who did not qualify as she was an employee of the Company within the last three years. In reviewing the subjective criteria of “any relationship that would interfere with the exercise of independent judgment” in carrying out the responsibilities of a director, the Board determined that all directors, other than Mr. Spoor and Ms. Woods, met this criterion well. The Company did not consider any other relationship or transaction between itself and these independent directors not already disclosed in this Report in making this independence determination. ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES The Company paid or accrued the following fees in the periods presented below to its principal accountant, Assure CPA, LLC (in thousands): For the year ended December 31, Six months ended December 31, For the year ended June 30, 2023 2022 2022 Audit fees $ 110 $ 81 $ 80 Audit-related fees - - - Tax fees 23 4 14 All other fees 21 - 4 Totals $ 154 $ 85 $ 98 Audit fees include fees for the audit of our annual financial statements, reviews of our quarterly financial statements, and related consents for documents filed with the SEC. There were no audit-related fees for the periods presented above. Tax fees include fees for the preparation of our federal and state income tax returns. All other fees are from consulting costs created by the review of documents related to equity offerings. As part of its responsibility for oversight of the independent registered public accountants, the Audit Committee has established a pre-approval policy for engaging audit and permitted non-audit services provided by our independent registered public accountants, Assure CPA, LLC. In accordance with this policy, each type of audit, audit-related, tax and other permitted service to be provided by the independent auditors is specifically described and each such service, together with a fee level or budgeted amount for such service, is pre-approved by the Audit Committee. The Audit Committee has delegated authority to its Chairman to pre-approve additional non-audit services (provided such services are not prohibited by applicable law) up to a pre-established aggregate dollar limit. All services pre-approved by the Chairman of the Audit Committee must be presented at the next Audit Committee meeting for review and ratification. All of the services provided by Assure CPA, LLC, described above were approved by our Audit Committee. The Company’s principal accountant, Assure CPA, LLC, did not engage any other persons or firms other than the principal accountant’s full-time, permanent employees. 77 Table of Contents PART IV ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 1. For a list of the financial statements included herein, see Index to the financial statements of this Form 10-K, incorporated into this Item by reference. 2. Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the financial statements or the notes thereto. 3. Exhibits: Exhibit # Description 2.1 Plan of Conversion, incorporated by reference to Appendix A of the Form Def 14A filed on November 9, 2018. 2.2 Agreement and Plan of Merger, dated September 27, 2022, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 28, 2022. 2.3 First Amendment to Agreement and Plan of Merger, dated October 21, 2022, incorporated by reference to Exhibit 2.1 of the Form 8-K filed on October 24, 2022. 2.4# Asset Purchase Agreement, dated December 7, 2023, by and among Isoray Medical, Inc., GT Medical Technologies, Inc., and Perspective Therapeutics, Inc., incorporated by reference to Exhibit 2.1 of the Form 8-K filed on December 14, 2023. 3.1 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. 3.2 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 Securities. 4.2 Form of Warrant, dated July 11, 2018, incorporated by reference to Exhibit 10.3 of the Form 8-K filed on July 11, 2018. 4.3 Form of Warrant, incorporated by reference to Exhibit A of Exhibit 10.1 of the Form 8-K filed on October 22, 2020 . 4.4 Form of Pre-Funded Warrant, incorporated by reference to Exhibit 4.1 of the Form 8-K filed on January 22, 2024. 10.1*** Isoray, Inc. 2017 Equity Incentive Plan (incorporated by reference to Appendix B to Isoray, Inc.’s Definitive Proxy Statement on Schedule 14A, filed on May 17, 2017). 10.2*** Form of Isoray, Inc. Stock Option Agreement and Notice of Grant of Stock Option, by and between each grantee thereunder and Isoray, Inc., incorporated by reference to Exhibit 10.1 of the Form 8-K filed on June 30, 2017. 10.3*** Isoray, Inc. Stock Option Agreement and Notice of Grant of Stock Option to Lori A. Woods, dated June 13, 2018, incorporated by reference to Exhibit 10.2 of the Form 8-K filed on June 19, 2018. 10.4*** Amended and Restated 2020 Equity Incentive Plan, incorporated by reference to Exhibit 10.3 of the Form 8-K filed on December 14, 2022. 10.5 Form of Registration Rights and Lock-Up Agreement dated as of January 31, 2023, incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 6, 2023. 10.6* Form of Indemnification Agreement. 10.7 Exclusive License Agreement between Viewpoint Molecular Targeting, Inc. and the University of Iowa Research Foundation, dated June 5, 2018, incorporated by reference to Exhibit 10.4 of the Form 10-Q filed on May 15, 2023. 10.8 Amendment #1 to the Exclusive License Agreement between Viewpoint Molecular Targeting, Inc. and the University of Iowa Research Foundation, dated July 31, 2018, incorporated by reference to Exhibit 10.5 of the Form 10-Q filed on May 15, 2023. 10.9 Amendment #2 to the Exclusive License Agreement between Viewpoint Molecular Targeting, Inc. and the University of Iowa Research Foundation, dated November 13, 2019, incorporated by reference to Exhibit 10.6 of the Form 10-Q filed on May 15, 2023. 10.10 Amendment #3 to the Exclusive License Agreement between Viewpoint Molecular Targeting, Inc. and the University of Iowa Research Foundation, dated January 30, 2020, incorporated by reference to Exhibit 10.7 of the Form 10-Q filed on May 15, 2023. 10.11 Amendment #4 to the Exclusive License Agreement between Viewpoint Molecular Targeting, Inc. and the University of Iowa Research Foundation, dated June 11, 2020, incorporated by reference to Exhibit 10.8 of the Form 10-Q filed on May 15, 2023. 10.12 Know-How License Agreement between Viewpoint Molecular Targeting, Inc. and Mayo Foundation for Medical Education and Research, dated February 22, 2022, incorporated by reference to Exhibit 10.9 of the Form 10-Q filed on May 15, 2023. 10.13 U.S. Department of Energy Order Form between Viewpoint Molecular Targeting, Inc. and Oak Ridge National Laboratory, dated January 1, 2021, incorporated by reference to Exhibit 10.10 of the Form 10-Q filed on May 15, 2023. 10.14 Commercial Real Estate Purchase Agreement between Viewpoint Molecular Targeting, Inc. and PMP Properties, LLC, dated August 16, 2022, as amended, incorporated by reference to Exhibit 10.12 of the Form 10-Q filed on May 15, 2023. 10.15 Promissory Note between Viewpoint Molecular Targeting, Inc. and Hills Bank and Trust Company, dated December 29, 2022, incorporated by reference to Exhibit 10.13 of the Form 10-Q filed on May 15, 2023. 78 Table of Contents 10.16*** Form of Executive Employment Agreement, dated effective May 24, 2021, incorporated by reference to Exhibit 10.1 of the Form 8-K filed on May 28, 2021. 10.17 Separation Agreement between Perspective Therapeutics, Inc., Isoray Medical, Inc. and Lori A. Woods, dated February 3, 2023, incorporated by reference to Exhibit 10.2 of Form 8-K filed on February 6, 2023. 10.18 Separation Agreement between Perspective Therapeutics, Inc., Isoray Medical, Inc. and William Cavanagh , effective March 10, 2023, incorporated by reference to Exhibit 10.1 of the Form 8-K filed on March 13, 2023 . 10.19*** Executive Employment Agreement, dated 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. 10.20*** Executive Employment Agreement, dated 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. 10.21*** Executive Employment Agreement, dated 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. 10.22 Separation Agreement between Perspective Therapeutics, Inc., and Jennifer Streeter, effective August 28, 2023, incorporated by reference to Exhibit 10.1 of the Form 10-Q filed on November 14, 2023. 10.23 At Market Issuance Sales Agreement, dated as of November 17, 2023, by and among Perspective Therapeutics, Inc. and Oppenheimer & Co. Inc., B. Riley Securities, Inc. and JonesTrading Institutional Services LLC, incorporated by reference to Exhibit 1.2 of the Form S-3 Registration Statement filed on November 17, 2023. 10.24 Investment Agreement, dated March 4, 2024, incorporated by reference to Exhibit 10.1 of the Form 8-K filed on March 6, 2024. 10.25 Placement Agency Agreement, dated March 4, 2024, by and among Perspective Therapeutics, Inc. and Oppenheimer & Co. Inc, incorporated by reference to Exhibit 10.2 of the Form 8-K filed on March 6, 2024. 10.26* Registration Rights Agreement, dated January 22, 2024, by and between the Company and Lantheus Alpha Therapy, LLC. 10.27 Registration Rights Agreement, dated March 6, 2024, incorporated by reference to Exhibit 10.3 of the Form 8-K filed on March 6, 2024. 10.28*+# License Agreement, by and between Perspective Therapeutics, Inc. and Mayo Foundation for Medical Education and Research, dated December 31, 2023. 10.29+# Investment Agreement, by and between Perspective Therapeutics, Inc. and Lantheus Alpha Therapy, LLC, dated January 8, 2024, incorporated by reference to Exhibit 10.1 of the Form 8-K/A filed on January 17, 2024. 10.30+ Asset Purchase Agreement, by and between Perspective Therapeutics, Inc. and Progenics Pharmaceuticals, Inc., dated January 8, 2024, incorporated by reference to Exhibit 10.2 of the Form 8-K/A filed on January 17, 2024. 10.31+# Option Agreement, by and between Perspective Therapeutics, Inc. and Lantheus Alpha Therapy, LLC, dated January 8, 2024, incorporated by reference to Exhibit 10.3 of the Form 8-K/A filed on January 17, 2024. 21.1* Subsidiaries of the Company. 23.1* Consent of Assure CPA, LLC. 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Co-Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.3* Certification of Co-Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32** Certification of Principal Executive Officer and Co-Principal Financial Officers Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97* Incentive Compensation Recovery Policy. 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 + Certain portions of this exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. # Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. The Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished. ITEM 16 – FORM 10-K SUMMARY None. 79 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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: March 28, 2024 PERSPECTIVE THERAPEUTICS, INC., a Delaware corporation By /s/ Johan (Thijs) Spoor Johan (Thijs) Spoor, Chief Executive Officer, Director By /s/ Jonathan Hunt Jonathan Hunt, Chief Financial Officer, Co-Principal Financial Officer By /s/ Mark J. Austin Mark J. Austin, Vice President of Finance and Corporate Controller, Co-Principal Financial and Principal Accounting Officer, Corporate Secretary Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Dated: March 28, 2024 /s/ Johan (Thijs) Spoor Johan (Thijs) Spoor, Chief Executive Officer, Director /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 and Principal Accounting Officer, Corporate Secretary /s/ Lori A. Woods Lori A. Woods, Chairperson /s/ Heidi Henson Heidi Henson, Director /s/ Robert F. Williamson III Robert F. Williamson III, Director /s/ Frank Morich Frank Morich, Director 80 Table of Contents Perspective Therapeutics, Inc. and Subsidiaries Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID: 444 ) F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Changes in Stockholders’ Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to the Consolidated Financial Statements F-7 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the board of directors of Perspective Therapeutics, Inc. and Subsidiaries Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Perspective Therapeutics and Subsidiaries (“the Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2023, the six-month period ended December 31, 2022, and the year ended June 30, 2022, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the year ended December 31, 2023, the six-month period ended December 31, 2022, and the year ended June 30, 2022 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Acquisition of Viewpoint Molecular Targeting, Inc - Valuation of In-process Research and Development Intangible Assets As disclosed in Note 3 to the consolidated financial statements, during 2023, the Company completed the acquisition of Viewpoint Molecular Targeting, Inc. for total consideration of approximately $68.6 million. The transaction was accounted for as business combination. Of the acquired net assets, in-process research and development (“IPR&D”) intangible asset of $50.0 million was recorded. The fair value of acquired IPR&D intangible asset was determined using the multi-period excess earnings method. The significant assumptions used to estimate the fair value of the IPR&D intangible asset included forecasted cash flows and discount rates. Auditing the Company's valuation of the IPR&D intangible asset was complex and required significant auditor judgment due to the significant estimation uncertainty in evaluating certain assumptions required to estimate the fair value. The fair value measurement was sensitive to underlying assumptions including certain assumptions that form the basis of the forecasted results (e.g., operating income and growth rates). The significant assumptions are forward-looking and could be affected by future economic and market conditions. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included evaluating: i. Management’s processes relating to the acquisition accounting and management’s valuation of the IPR&D intangible asset; ii. The appropriateness of the valuation method; iii. The reasonableness of the significant assumptions; iv. The results of sensitivity analysis on the fair value of the IPR&D intangible asset from changes in the assumptions; and v. The reasonableness of certain forecasted cash flows assumptions which included consideration of: a. company specific factors of the acquired business; b. consistency with external market and industry data; and c. whether the assumptions were consistent with evidence obtained in other areas of the audit. /s/ Assure CPA, LLC We have served as the Company’s auditor since 2005. Spokane, Washington March 28, 2024 F-2 Table of Contents Perspective Therapeutics , Inc. and Subsidiaries Consolidated Balance Sheets (In thousands, except shares) December 31, December 31, 2023 2022 ASSETS Current assets: Cash and cash equivalents $ 9,238 $ 20,993 Short-term investments - 22,764 Accounts receivable, net 1,165 1,363 Note receivable - 6,109 Prepaid expenses and other current assets 1,133 443 Current assets held for sale - discontinued operations 5,301 1,543 Total current assets 16,837 53,215 Noncurrent assets: Property and equipment, net 5,576 371 Right of use asset, net 747 - Restricted cash 182 182 Intangible assets: In-process research and development 50,000 - Goodwill 24,062 - Other assets, net 487 175 Noncurrent assets of discontinued operations - 4,148 Total assets $ 97,891 $ 58,091 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 6,107 $ 1,541 Lease liability 46 - Accrued protocol expense 322 233 Accrued radioactive waste disposal 480 571 Accrued payroll and related taxes 3,128 212 Accrued vacation 460 285 Note payable, current 49 - Current liabilities of discontinued operations 5,072 276 Total current liabilities 15,664 3,118 Noncurrent liabilities: Lease liability 780 - Notes payable 1,676 - Noncurrent liabilities of discontinued operations - 331 Deferred tax liability 4,592 - Total liabilities 22,712 3,449 Commitments and contingencies (Note 16) 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; 281,809,852 and 142,112,766 shares issued and outstanding 282 142 Additional paid-in capital 227,337 160,432 Accumulated deficit ( 152,440 ) ( 105,932 ) Total stockholders' equity 75,179 54,642 Total liabilities and stockholders' equity $ 97,891 $ 58,091 The accompanying notes are an integral part of these consolidated financial statements. F-3 Table of Contents Perspective Therapeutics, Inc. and Subsidiaries Consolidated Statements of Operations (Dollars and shares in thousands, except for per share amounts) Year ended December 31, Six months ended December 31, Year ended June 30, 2023 2022 2022 Grant revenue $ 1,434 $ - $ - Gross profit 1,434 - - Operating expenses: Research and development 21,311 468 850 General and administrative 21,064 4,848 5,569 Loss on disposal of property and equipment - 305 - Total operating expenses 42,375 5,621 6,419 Operating loss ( 40,941 ) ( 5,621 ) ( 6,419 ) Non-operating income: Interest income 934 561 119 Interest expense ( 84 ) - - Other income 2 - - Equity in loss of affiliate ( 17 ) - - Total non-operating income 835 561 119 Net loss from continuing operations ( 40,106 ) ( 5,060 ) ( 6,300 ) Net loss from discontinued operations ( 9,053 ) ( 2,275 ) ( 972 ) Net loss before income taxes ( 49,159 ) ( 7,335 ) ( 7,272 ) Deferred income tax benefit 2,651 - - Net loss $ ( 46,508 ) $ ( 7,335 ) $ ( 7,272 ) Basic and diluted loss per share: Loss from continuing operations $ ( 0.14 ) $ ( 0.04 ) $ ( 0.04 ) Loss from discontinued operations ( 0.03 ) ( 0.01 ) ( 0.01 ) Basic and diluted loss per share $ ( 0.17 ) $ ( 0.05 ) $ ( 0.05 ) Weighted average shares used in computing net loss per share: Basic and diluted 267,643 142,103 141,987 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents Perspective Therapeutics , Inc. and Subsidiaries Consolidated Statements of Changes in Stockholders' Equity (In thousands, except shares) Common Stock Shares Amount Additional Paid-in Capital Accumulated Deficit Total Balances at June 30, 2021 141,915,266 $ 142 $ 158,589 $ ( 91,325 ) $ 67,406 Issuance of common stock pursuant to exercise of options 125,000 - 56 - 56 Share-based compensation - - 1,087 - 1,087 Net loss for the year - - ( 7,272 ) ( 7,272 ) Balances at June 30, 2022 142,040,266 $ 142 $ 159,732 $ ( 98,597 ) $ 61,277 Issuance of common stock pursuant to exercise of options 72,500 - 28 - 28 Share-based compensation - - 672 - 672 Net loss for the six months ended - - - ( 7,335 ) ( 7,335 ) 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 Issuance of common stock pursuant to at the market offering, net 1,238,826 1 363 - 364 Issuance of common stock pursuant to exercise of options 1,913,185 2 552 - 554 Share-based compensation - - 3,738 - 3,738 Net loss for the year - - - ( 46,508 ) ( 46,508 ) Balances at December 31, 2023 281,809,852 $ 282 $ 227,337 $ ( 152,440 ) $ 75,179 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents Perspective Therapeutics, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In thousands) Year ended December 31, Six months ended December 31, Year ended June 30, 2023 2022 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 46,508 ) $ ( 7,335 ) $ ( 7,272 ) Adjustments to reconcile net loss to net cash used by operating activities: Lease expense 75 2 4 Depreciation expense 946 138 248 Write-off of inventory associated with discontinued product 298 - - Loss on disposal of property and equipment 22 305 - Amortization of other assets 40 21 41 Accretion of asset retirement obligation 35 17 32 Equity in loss of affiliate 17 - - Accrued interest on short-term investments - ( 226 ) - Change in allowance for doubtful accounts 624 - - Change in estimate of asset retirement obligation ( 15 ) - - Loss recognized on classification as held for sale 4,170 - - Share-based compensation 3,738 672 1,087 Deferred income tax benefit ( 2,651 ) - - Changes in operating assets and liabilities: Accounts receivable, net ( 426 ) 245 405 Inventory 359 ( 76 ) ( 2,673 ) Prepaid expenses and other current assets ( 325 ) ( 249 ) 46 Accounts payable and accrued expenses 1,584 573 236 Accrued protocol expense 89 83 52 Accrued radioactive waste disposal ( 100 ) 9 20 Accrued payroll and related taxes 1,274 ( 297 ) 70 Accrued vacation ( 159 ) 32 ( 6 ) Net cash used by operating activities ( 36,913 ) ( 6,086 ) ( 7,710 ) CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property and equipment ( 1,072 ) ( 151 ) ( 266 ) Additions to other assets ( 18 ) - ( 18 ) Additions to equity method investment - ( 150 ) - Proceeds from maturity of short-term investments 22,764 12,538 - Purchases of short-term investments - ( 35,076 ) - Investment in note receivable - ( 6,000 ) - Net cash acquired in acquisition of Viewpoint 2,699 Net cash provided by (used in) investing activities 24,373 ( 28,839 ) ( 284 ) CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of notes payable ( 68 ) - - Proceeds from sales of common stock, pursuant to exercise of options 554 28 56 Proceeds from at the market offering 364 - - Issuance costs related to common stock issued in exchange for Viewpoint common stock ( 65 ) - - Net cash provided by financing activities 785 28 56 Net decrease in cash, cash equivalents and restricted cash ( 11,755 ) ( 34,897 ) ( 7,938 ) Cash, cash equivalents and restricted cash beginning of period 21,175 56,072 64,010 CASH, CASH EQUIVALENTS AND RESTRICTED CASH END OF PERIOD $ 9,420 $ 21,175 $ 56,072 Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets: Cash and cash equivalents $ 9,238 $ 20,993 $ 55,890 Restricted cash 182 182 182 Total cash, cash equivalents and restricted cash $ 9,420 $ 21,175 $ 56,072 Supplemental disclosure of cash flow information: Interest paid $ 84 $ - $ - Noncash investing and financing activities: Fair value of Viewpoint assets acquired including goodwill $ 82,628 $ - $ - 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) 14,003 - - Modification of operating lease liability and right of use asset 557 - - Operating lease liability and right of use asset for new lease 811 - - The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents Perspective Therapeutics , Inc. Notes to Consolidated Financial Statements 1. Organization Perspective Therapeutics, Inc. ("Perspective Therapeutics" or the "Company") (formerly known as Isoray, Inc. and Century Park Pictures Corporation) was incorporated in Minnesota in 1983. On July 28, 2005, Isoray Medical, Inc. ("Isoray") became a wholly owned subsidiary of Perspective Therapeutics pursuant to a merger. In December 2018, upon approval of a majority of stockholders, Perspective Therapeutics was redomiciled to Delaware. Isoray was formed under Delaware law on June 15, 2004, and on October 1, 2004, acquired two affiliated predecessor companies which began operations in 1998. Isoray, a Delaware corporation, develops, manufactures and sells isotope-based medical products and devices for the treatment of cancer and other malignant diseases. Isoray is headquartered in Richland, Washington. Isoray International, LLC ("International"), a Washington limited liability company, was formed on November 27, 2007, and is a wholly owned subsidiary of Perspective Therapeutics. On February 3, 2023, the Company completed the merger of Isoray Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company, with Viewpoint Molecular Targeting, Inc. (“Viewpoint”) (such transaction being the “Merger”). Pursuant to the Merger, the Company issued 136,545,075 shares of common stock, representing approximately 49 % of its fully diluted outstanding capital stock. Viewpoint is an alpha-particle radiopharmaceutical company in the alpha-emitter market developing oncology therapeutics and complementary imaging agents. For additional information, see Note 3, Merger with Viewpoint Molecular Targeting, Inc. On February 6, 2023, the Company announced that on January 31, 2023, the Company's board of directors approved a change in the Company's fiscal year end from June 30 to December 31, effective as of December 31, 2022. Perspective Therapeutics Pty Ltd, an Australian registered company, was formed on April 14, 2023 as a wholly owned subsidiary of the Company. It was formed to assist in certain clinical trial aspects of the alpha-emitter therapeutic agents. On December 7, 2023, the Company announced the anticipated sale of its Cesium- 13 brachytherapy business. Accordingly, the financial information and operating results of the Cesium- 131 brachytherapy business have been presented as discontinued operations in the financial statements for all periods presented. Unless otherwise noted, discussion within these notes to the financial statements relates to continuing operations. For additional information, see Note 4, Discontinued Operations . 2. Summary of Significant Accounting Policies Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation as further described in Note 4, Discontinued Operations . Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries (collectively, the "Company"). All significant inter-company transactions and balances have been eliminated in consolidation. Cash Equivalents The Company considers currency on hand, demand deposits, time deposits, and all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash and cash equivalents. Cash and cash equivalents are held in various financial institutions in the United States. Investments Investments in debt securities with original maturities greater than three months and remaining maturities less than one year are classified as “Short-term investments” and included in current assets. Investments with remaining maturities greater than one year are classified as “Investments, noncurrent” and are included in noncurrent assets. These investments are classified as held-to-maturity are carried at amortized cost because they are purchased with the intent and ability to be held to maturity. Property and Equipment Property and Equipment is capitalized and carried at cost less accumulated depreciation. Depreciation expense is recorded to cost of sales and operating expenses. Normal maintenance and repairs are charged to expense as incurred. When any assets are sold or otherwise disposed of, the cost and accumulated depreciation are reversed with any resulting gain or loss being recognized on the consolidated statement of operations. Depreciation is computed using the straight-line method over the following estimated useful lives: Research and development equipment (in years) 3 to 7 Office equipment (in years) 2 to 10 Furniture and fixtures (in years) 2 to 10 F- 7 Table of Contents Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the asset. Property and equipment that is acquired but not yet placed in service is recorded on the balance sheets at cost and no depreciation expense or accumulated depreciation is recognized until the property and equipment is placed in service. Management periodically reviews the net carrying value of all of its long-lived assets on an asset-by-asset basis. An impairment loss is recognized if the carrying amount of a defined asset group is not recoverable and exceeds its fair value. Although management has made its best estimate of the factors that affect the carrying value based on current conditions, it is reasonably possible that changes could occur which could adversely affect management’s estimate of net cash flows expected to be generated from its assets that could result in an impairment adjustment. Prepaid Expenses and Other Assets Prepaid expenses and other assets, which include website development costs, trademarks, patents and licenses, are stated at cost, less accumulated amortization. For website development, costs incurred in the planning stage are expensed as incurred whereas costs associated with the application and infrastructure development, graphics development, and content development are capitalized. Amortization of website development costs is computed using the straight-line method over the estimated economic useful lives of the asset. Trademarks and patents include costs, primarily legal, incurred in obtaining them. Amortization of trademarks and patents is computed using the straight-line method over the estimated economic useful lives of the assets. Licenses include costs related to licenses pertaining to the use of technology or operational licenses. These licenses are recorded at stated cost, less accumulated amortization. Amortization of licenses is computed using the straight-line method over the estimated economic useful lives of the assets. The Company periodically reviews the carrying values of other assets and evaluates the recorded basis for any impairment. Any impairment is recognized when the expected future operating cash flows to be derived from the licenses are less than their carrying value. Asset Retirement Obligation The estimated fair value of the future retirement costs of the Company’s leased assets and the costs for the decontamination and reclamation of equipment located within the leased assets are recorded as a liability on a discounted basis when a contractual obligation exists; an equivalent amount is capitalized to property and equipment. The initial recorded obligation is discounted using the Company's credit-adjusted risk-free rate and is reviewed periodically for changes in the estimated future costs underlying the obligation. The Company amortizes the initial amount capitalized to property and equipment and recognizes accretion expense in connection with the discounted liability over the estimated remaining useful life of the leased assets. Adjustments and changes to either the timing or amount of the original present value estimate underlying the obligation are made in the period incurred. Financial Instruments The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than a forced liquidation sale. At December 31, 2023 and 2022, the carrying value of financial instruments, which included restricted cash, short-term investments, note receivable, note payable and equity method investment approximated fair value. Fair Value Measurement When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. The Company has no financial assets or liabilities that are adjusted to fair value on a recurring basis. At December 31, 2023 and 2022, there were no assets or liabilities measured at fair value on a nonrecurring basis. Certain assets and liabilities, including net assets acquired in business combinations, are measured at fair value on a nonrecurring basis; that is, the assets or liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment or an acquisition of a business). Share-Based Compensation The Company measures and recognizes expense for all share-based payments at fair value. The Company uses the Black-Scholes option valuation model to estimate fair value for all stock options and stock warrants on the date of grant. For stock options that vest over time, the Company recognizes compensation cost on a straight-line basis over the requisite service period for the entire award. The Company recognizes forfeitures as they occur. Research and Development Costs Research and development costs, including salaries, research materials, administrative expenses and contractor fees, are charged to operations as incurred. The cost of equipment used in research and development activities which has alternative uses is capitalized as part of fixed assets and not treated as an expense in the period acquired. Depreciation of capitalized equipment used to perform research and development is classified as research and development expense in the year recognized. Legal Contingencies The Company records contingent liabilities resulting from asserted and unasserted claims against it, when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. Estimating probable losses requires analysis of multiple factors, in some cases including judgments about the potential actions of third -party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. Currently, the Company does not believe any probable legal proceedings or claims will have a material adverse effect on its financial position or results of operations other than the estimated liability recorded during the fiscal year ended December 31, 2023. However, if actual or estimated probable future losses exceed the Company’s recorded liability for such claims, it would record additional charges as other expense during the period in which the actual loss or change in estimate occurred. For additional information, see Note 16, Commitments and Contingencies . F- 8 Table of Contents Income Taxes Income taxes are accounted for under the liability method in accordance with Accounting Standards Codification ("ASC") 740, Income Taxes . Under this method, the Company provides deferred income taxes for temporary differences that will result in taxable or deductible amounts in future years based on the reporting of certain costs in different periods for financial statement and income tax purposes. This method also requires the recognition of future tax benefits such as net operating loss carry-forwards, to the extent that realization of such benefits is not subject to an allowance. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment of the change. In the event that the Company is assessed penalties and/or interest, penalties will be charged to other operating expense and interest will be charged to interest expense in the period that they are assessed. The Company recognizes liabilities for uncertain tax positions based on a two -step process, whereby ( 1 ) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and ( 2 ) for those tax positions that meet the "more likely than not" recognition threshold, the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the related tax authority would be recognized. Equity Method Investment Investments in companies for which the Company has the ability to exercise significant influence, but do not control, are accounted for under the equity method. Under the equity method of accounting, our share of the net earnings or losses of the investee are included in other income (expense) in the consolidated statements of operations. At the end of each reporting period, the Company considers whether impairment indicators exist to evaluate whether an equity method investment is impaired and, if so, record an impairment loss. Investments are accounted for on a one -quarter lag. As changes in ownership percentage of our investments occur, the Company assesses whether we can exercise significant influence and account for under the equity method. If our ownership percentage of the company in which we have investment changes, we recognize a gain or loss on the investment in the period of change. Included in the consolidated financial statements for the year ended December 31, 2023 is the Company’s proportional share of losses between October 1, 2022 through September 30, 2023, which was $ 17 thousand. Leases The Company accounts for its leases under ASC 842, Leases . Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. 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”) IPR&D assets represent the fair value of incomplete research and development (“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. Post-acquisition R&D expenses related to these projects are expensed as incurred. Goodwill represents the excess of the cost of net assets acquired in business combinations over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. We test goodwill and indefinite-lived intangibles for impairment at least annually in the fourth quarter and more frequently whenever events or circumstances change that would more likely than not reduce the fair value below the carrying amount. Such events or changes in circumstance include significant deterioration in overall economic conditions, changes in the business climate or a decline in the Company's market capitalization. To test goodwill and indefinite-lived intangible assets for impairment, we may perform both a qualitative assessment and quantitative assessment. If we elect to perform a qualitative assessment, we consider operating results as well as circumstances impacting the operations or cash flows of the reporting unit or indefinite-lived intangible assets, including macroeconomic conditions and industry and market conditions. For the quantitative test, the assessment is based on an income-based valuation approach. If it is determined that an impairment exists, we recognize an impairment loss for the amount by which the carrying amount of the reporting unit or indefinite-lived intangible asset exceeds its estimated fair value. Fair value estimates are based on assumptions believed to be reasonable at the time, but such assumptions are subject to inherent uncertainty, and actual results may differ materially from those estimates. F- 9 Table of Contents 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 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 any conditional 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 is 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 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 consolidated statements of operations as grant revenue. The related expenses are recorded within R&D and general and administrative. Assets Held for Sale and Discontinued Operations The Company classifies assets and liabilities to be sold ("Disposal Group") as held for sale in the period when all of the applicable criteria are met, including: (i) management commits to a plan to sell, (ii) the Disposal Group is available to sell in its present condition, (iii) there is an active program to locate a buyer, (iv) the Disposal Group is being actively marketed at a reasonable price in relation to its fair value, (v) significant changes to the plan to sell are unlikely, and (vi) the sale of the Disposal Group is generally probable of being completed within one year. Management performs an assessment at least quarterly or when events or changes in business circumstances indicate that a change in classification may be necessary. Assets and liabilities held for sale are presented separately within the consolidated balance sheets with any adjustments necessary to measure the Disposal Group at the lower of its carrying value or fair value less costs to sell. Depreciation of property and equipment and amortization right-of-use assets are not recorded while these assets are classified as held for sale. For each period the Disposal Group remains classified as held for sale, its recoverability is reassessed and any necessary adjustments are made to its carrying value. The Company categorizes the assets and liabilities of a business component as discontinued operations once management commits to a plan to sell, the business segment is available for immediate sale, management has initiated a plan to sell at a price that is reasonable in relation to its fair value, management anticipates the sale will occur within one year, and it is unlikely that significant changes will be made to the plan to sell. In addition, the business component must be comprised of operations and cash flows that are clearly distinguished from the rest of the entity. The results of discontinued operations are aggregated and presented separately in the consolidated balance sheets and consolidated statements of operations. Income (Loss) Per Common Share Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding and does not include the impact of any potentially dilutive common stock equivalents, including preferred stock, 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 that could be dilutive in the future are as follows: December 31, 2023 December 31, 2022 June 30, 2022 Common stock warrants 5,760,581 2,645,738 2,645,738 Common stock options 51,132,425 10,806,200 6,914,025 Total potential dilutive securities 56,893,006 13,451,938 9,559,763 Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management of the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes of the Company including 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 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. Accordingly, actual results could differ from those estimates and affect the amounts reported in the financial statements. Recent Accounting Pronouncements Accounting Standards Updates to Become Effective in Future Periods In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023 - 07, Segment Reporting (Topic 280 ) , which expands segment disclosure requirements, including new disclosure requirements for entities with a single reportable segment. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact that adoption of ASU 2023 - 07 will have on its consolidated financial statements. In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ) , which expands income tax disclosure requirements, including additional information pertaining to rate reconciliation, income taxes paid and other disclosures. This update is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that adoption of ASU 2023 - 09 will have on its consolidated financial statements. F- 10 Table of Contents Significant Accounting Policies Related to Discontinued Operations Accounts Receivable Accounts receivable relate to the Company’s discontinued operations (see Note 4, Discontinued Operations ) and are stated at the amount that management of the Company expects to collect from outstanding balances. Management provides for probable uncollectible amounts through an allowance for doubtful accounts. Additions to the allowance for doubtful accounts are based on management’s judgment, considering historical experience with write-offs, collections and current credit conditions. Balances which remain outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to the applicable accounts receivable. Payments received subsequent to the time that an account is written off are treated as bad debt recoveries. Inventory Inventory is reported at the lower of cost or net realizable value. Cost of raw materials is determined using the weighted average method. Cost of work in process and finished goods is computed using standard cost, which approximates actual cost, on a first -in, first -out basis. The cost of materials and production costs contained in inventory that are not usable due to the passage of time, and resulting loss of bio-effectiveness, are written off to cost of sales at the time it is determined that the product is no longer usable. Revenue Recognition The Company recognizes revenue based on the five -step model for revenue recognition as prescribed by ASC 606, Revenue from Contracts with Customers , as follows: ( 1 ) identify the contract with the customer; ( 2 ) identify the performance obligations in the contract; ( 3 ) determine the transaction price; ( 4 ) allocate the prices to the performance obligations; and ( 5 ) recognize revenue. The Company has some agreements that contain general commercial terms and product prices but do not contain an obligation to provide goods to the customer. Our performance obligation, which is established when the customer submits a purchase order and the Company accepts the order, is to deliver the product based on the purchase order received. The Company typically recognizes revenue at the time of shipment, at which time the title passes to the customer, and there are no further performance obligations. F- 11 Table of Contents 3. Merger with Viewpoint Molecular Targeting, Inc. On February 3, 2023, the Company acquired 100 % of the issued and outstanding equity and voting shares of Viewpoint Molecular Targeting, Inc. (“Viewpoint”), in exchange for 136,545,075 shares of o ur common stock with a fair value of $ 54.6 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 $ 6.2 million, representing the $ 6.0 million loan and $ 0.2 million accr ued interest. Viewpoint is developing the next generation of precision-targeted alpha therapies (“TAT”) for oncology that have the potential to treat a large population of cancer patients across multiple tumor types, including those with metastatic disease. By leveraging its proprietary TAT platform, Viewpoint aims to develop alpha emitting radiopharmaceuticals that can be attached to targeting peptides to deliver the radioactive payload directly to difficult to treat tumors. 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 has performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed with the assistance of an independent valuation firm. The Viewpoint purchase price consideration and allocation to net assets acquired is presented below (dollars 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 $ 2,699 Grants receivable 95 Prepaid expenses 396 Property and equipment, net 5,050 Right of use asset, net 10 Intangible assets: In-process research and development 50,000 Other assets 316 Total assets acquired 58,566 Liabilities acquired Accounts payable and accrued expenses 2,968 Lease liability 10 Accrued payroll and related taxes 1,642 Accrued vacation 333 Notes payable 1,807 Deferred tax liability 7,243 Total liabilities acquired 14,003 Net assets acquired, excluding goodwill 44,563 Total purchase price consideration 68,625 Goodwill $ 24,062 F- 12 Table of Contents The fair value of acquired intangible assets was determined using an income-based approach referred to as the multi-period excess-earnings approach at the time of acquisition. The in-process research and development ("IPR&D") was valued by discounting the direct cash flows expected to be generated by the research and development programs, net of returns on contributory assets, and taking into consideration the industry and economic conditions. In determining the fair value of the intangible assets, the Company assigned discount rates ranging from 24.0 % to 26.0 % for the specific assets associated with the IPR&D based on the consideration of the internal rate of return of 21.3 % and weighted average cost of capital of 21.5 % for a forecast period of 18 years. Goodwill is calculated as the difference between the acquisition date fair value of the consideration and the values assigned to the assets acquired and liabilities assumed. Goodwill is not deductible for tax purposes. The goodwill is attributable to the workforce of the acquired business and the synergies expected to arise from the acquisition of Viewpoint. During the period ended December 31, 2023, the Company recognized an adjustment to goodwill during the measurement period relating to the assumed deferred tax liability. The adjustment was a decrease of $ 3.3 million to $ 7.2 million from the original provisional amount of $ 10.5 million. This measurement period adjustment decreased goodwill by $ 3.3 million to $ 24.0 from the original provisional amount of $ 27.3 million. The impact of this measurement period adjustment to the income statement was a decrease of the deferred income tax benefit of $ 7.8 million to $ 2.7 million from $ 10.5 million. The results of operations for Viewpoint since the closing date have been included in the Company’s consolidated financial statements for the year ended December 31, 2023, and include approximately $ 1.4 million of grant revenue and $ 27.4 million of operating loss. During the year ended December 31, 2023, the Company recognized total transaction costs of approximately $ 9.5 million, which are included in general and administrative expenses on the consolidated statement of operations. During the transition period ended December 31, 2022, the Company recognized total transaction costs of approximately $ 1.3 million. The unaudited pro forma financial information below represents the combined results of operations as if the acquisition had occurred on July 1, 2021, the beginning of the first statement of operations reporting period presented. 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. (in thousands) Year ended December 31, 2023 Six months ended December 31, 2022 Year ended June 30, 2022 Revenue $ 1,518 $ 783 $ 2,013 Net loss from continuing operations ( 37,021 ) ( 12,986 ) ( 26,764 ) The information below reflects certain nonrecurring pro forma adjustments for the year ended December 31, 2023, the six -month transition period ended December 31, 2022 and the year ended June 30, 2022 that were directly related to the business combination based on available information and certain assumptions that the Company believes are reasonable. ● Includes the operations of Viewpoint from January 1, 2023 to February 3, 2023 ( the merger date) in the year ended December 31, 2023. ● Excludes acquisition-related costs incurred by the Company totaling approximately $ 4.6 million and acquisition-related costs incurred by Viewpoint in January 2023 totaling approximately $ 4.9 million for the year ended December 31, 2023, and includes the total costs of $ 4.6 million and $ 4.9 million for the year ended June 30, 2022. ● Excludes the deferred income tax benefit of approximately $ 2.7 million for the year ended December 31, 2023 and includes the deferred income tax benefit of approximately $ 2.7 million for the year ended June 30, 2022. ● Pro forma amounts do not include the results of operations related to discontinued operations as discussed in Note 4, Discontinued Operations . The weighted average fair value of stock options and warrants assumed and the key assumptions used in the Black-Scholes valuation model to calculate the fair value are as follows: February 3, 2023 Weighted average fair value $ 0.28 Options and warrants assumed 27,650,524 Exercise price $ 0.13 to $ 0.30 Expected term (in years) 1 to 3 Risk-free rate 3.96 % to 4.79 % Volatility 78 % to 101 % F- 13 Table of Contents 4. Discontinued Operations The Company announced that, on December 7, 2023, Isoray entered into a definitive asset purchase agreement ("GT Medical APA") to sell substantially all of the assets of Isoray related to Isoray’s commercial Cesium- 131 business (the “Business”) including equipment, certain contracts, inventory and intellectual property to GT Medical Technologies, Inc. ("GT Medical"). Upon the closing ("GT Medical Closing"), (i) GT Medical will issue to Isoray shares of GT Medical’s common stock, par value $ 0.0001 per share, representing 0.5% of GT Medical’s issued and outstanding capital stock on a fully diluted basis as of the GT Medical Closing and (ii) Isoray will have the right to receive, and GT Medical will be obligated to pay, certain cash royalty payments during each of the first four years beginning upon the date of the GT Medical Closing (each such year, a “Measurement Period”), as summarized below: ● with respect to GT Medical’s net sales of Cesium 131 brachytherapy seeds for cases that do not utilize GT Medical’s GammaTile Therapy: (a) if such net sales for a Measurement Period are $10 million or less, 3.0 % of such net sales; (b) if such net sales for a Measurement Period are greater than $10 million and less than $15 million, 4.0 % of such net sales; and (c) if such net sales for a Measurement Period are $15 million or more, 5.0 % of such net sales; and ● with respect to GT Medical’s net sales of GT Medical’s GammaTile Therapy utilizing Cesium- 131 brachytherapy seeds: 0.5% of such net sales for a Measurement Period. In accordance with ASC 205 - 20, Presentation of Financial Statements – Discontinued Operations , the following table presents the major classes of assets and liabilities of discontinued operations of the Business reported in the consolidated balance sheets and prior year amounts have been reclassified. For December 31, 2023, all assets and liabilities are classified as "current," given the anticipated closing of the transaction in the first half of 2024. (in thousands) December 31, 2023 December 31, 2022 Assets held for sale of discontinued operations, current Inventory $ 3,148 $ 1,409 Prepaid expenses and other current assets 169 134 Property and equipment, net 1,263 - Right of use asset, net 676 - Other assets, net 45 - Total current assets held for sale of discontinued operations $ 5,301 $ 1,543 Assets held for sale of discontinued operations, non-current Property and equipment, net $ - $ 1,313 Right of use asset, net - 378 Inventory, non-current - 2,396 Other assets, net - 61 Total non-current assets of discontinued operations $ - $ 4,148 Liabilities of discontinued operations, current Lease liability $ 677 $ 276 Asset retirement obligation 225 - Loss recognized on classification as held for sale 4,170 - Total current liabilities of discontinued operations $ 5,072 $ 276 Liabilities of discontinued operations, non-current Lease liability, non-current $ - $ 116 Asset retirement obligation - 215 Total non-current liabilities of discontinued operations $ - $ 331 F- 14 Table of Contents The following table presents the components of discontinued operations in relation to the Business reported in the consolidated statements of operations: Year ended December 31, 2023 Six months ended December 31, 2022 Year ended June 30, 2022 Sales, net $ 6,936 $ 3,552 $ 10,795 Cost of sales 6,473 2,735 6,179 Gross profit 463 817 4,616 Operating expenses: Research and development 1,015 833 1,732 Sales and marketing 2,989 1,614 2,804 General and administrative 1,342 645 1,052 Total operating expenses 5,346 3,092 5,588 Net loss from discontinued operations ( 4,883 ) ( 2,275 ) ( 972 ) Loss recognized on classification as held for sale ( 4,170 ) - - Total loss from discontinued operations $ ( 9,053 ) $ ( 2,275 ) $ ( 972 ) The Company determined the loss recognized on classification as held for sale by identifying the assets and liabilities that are included in the GT Medical APA and are included in the table above. Additionally, the loss recognized on classification as held for sale was determined using the estimated fair value of the GT Medical stock of $ 229 thousand to be received less than the carrying value of the net assets to be sold. The fair value of the stock to be received was determined based on information provided to the Company by GT Medical from a current valuation study that was prepared for them. Excluded from the calculation of the loss are contingent royalties that could be received from future sales. Certain amounts included in the consolidated statement of cash flows related to the discontinued operations and are as follows: Year ended December 31, Six months ended December 31, Year ended June 30, 2023 2022 2022 Depreciation $ 232 $ 109 $ 204 Amortization 33 17 34 Write-off of inventory associated with discontinued product 298 - - Share-based compensation 595 176 312 Additions to property and equipment 283 142 246 For the year ended December 31, 2023, the transition period ended December 31, 2022, and the year ended June 30, 2022 there was no provision (benefit) for income taxes recorded related to the discontinued operations. Additionally, the Company is in loss position and has recorded a full valuation allowance for the deferred tax assets associated with the discontinued operations. 5. Prepaid Expenses, Other Current Assets and Note Receivable Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2023 December 31, 2022 Prepaid insurance $ 315 $ 236 Other prepaid expenses 763 205 Other current assets 45 - Other receivables 10 2 Total prepaid expenses and other current assets $ 1,133 $ 443 December 31, 2023 December 31, 2022 Note receivable 1 $ - $ 6,109 Total note receivable $ - $ 6,109 1. In November 2022, the Company entered into a loan agreement with Viewpoint for $ 6.0 million. The note bears interest at the rate of 15 % per annum and matures on December 31, 2023. Included in the balance is accrued interest of $ 109 thousand through December 31, 2022. On February 3, 2023, as a result of the merger with Viewpoint closing, the loan and accrued interest was forgiven. F- 15 Table of Contents 6. Property & Equipment Property & equipment consisted of the following (in thousands): December 31, 2023 December 31, 2022 Building $ 1,770 $ - Land 1,283 366 Equipment 2,683 18 Leasehold improvements 179 - Other 1 330 2 Property and equipment 6,245 386 Less accumulated depreciation ( 669 ) ( 15 ) Property and equipment, net $ 5,576 $ 371 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. 7. Held-to-Maturity Investments The following table summarizes the carrying values and fair values of the Company’s financial instruments (in thousands): December 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized losses Estimated Fair Value (Level 1) U.S. Treasury Bills $ - $ - $ - $ - 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 The Company had investments in U.S. Treasury Bills, some of which had a contractual maturity of no greater than one year; accordingly, they were classified as short-term investments. Because the Company had the intent and ability to hold them until they matured, the U.S. Treasury Bills were carried at amortized cost and classified as held to maturity. The carrying value of the U.S. Treasury Bills were 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 consolidated statement of operations. The U.S. Treasury Bills are classified within Level 1 of the fair value hierarchy. During the year ended December 31, 2023, all of the Company's short-term investments in U.S. Treasury Bills matured. As of December 31, 2023, the Company had no held-to-maturity investments presented in cash and cash equivalents on its consolidated balance sheet. 8. Restricted Cash The Washington Department of Health requires the Company to provide collateral for the decommissioning of its leased facility for Cesium- 131 brachytherapy production which is being sold to GT Medical. To satisfy this requirement, the Company has a bank account with a balance of $ 182 thousand. The account is termed restricted cash and classified as a long-term asset as the Company does not anticipate the facility will be decommissioned until the end of the current lease. The current lease expires April 30, 2026. The cash will become unrestricted following the decommissioning of the facility and the release of the facility by the Washington Department of Health back to the landlord. F- 16 Table of Contents 9. Goodwill, Intangible Assets and Other Assets, net Goodwill The carrying amount of goodwill as of December 31, 2023 and December 31, 2022 was $ 24.1 million and $ 0.0 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 year ended December 31, 2023 are as follows (in thousands): Balance, December 31, 2022 $ - Goodwill from Viewpoint Acquisition 24,062 Impairment - Balance, December 31, 2023 $ 24,062 Intangible Assets Intangible assets, net as of December 31, 2023 are as follows (in thousands): December 31, 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 The Company did not have intangible assets at December 31, 2022. The Company’s IPR&D assets represents the estimated fair value of Viewpoint’s pipeline of radiotherapy product candidates acquired in February 2023. During the fourth quarter of 2023, the Company performed an impairment analysis, calculating the fair value of its indefinite-lived intangible assets, IPR&D, using the income approach. The income approach is a discounted cash flow analysis that requires significant judgment, assumptions and estimates to model forecasts for IPR&D. Actual results may differ from these estimates under different assumptions or conditions. The fair value of IPR&D at the measurement date exceeded the carrying amount. For additional information related to goodwill and IPR&D, see Note 2, Summary of Significant Accounting Policies , and Note 3, Merger with Viewpoint Molecular Targeting, Inc . Other Assets Other assets, net of accumulated amortization consisted of the following (in thousands): December 31, December 31, 2023 2022 Website development $ 90 $ 90 Patents and trademarks 336 - Total other assets 426 90 Less: Accumulated amortization ( 72 ) ( 65 ) 354 25 Equity method investment 1 133 150 Total other assets, net $ 487 $ 175 1. On August 23, 2022, the Company acquired 20 % of the outstanding equity interests of RadRelease Pharmaceuticals LLC (“RadRelease”), an Indiana limited liability company, pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement"), dated August 23, 2022, by and among RadRelease and the Company. Pursuant to the Purchase Agreement, the Company paid RadRelease $ 150 thousand in cash consideration. The investment is recorded on a one -quarter lag. Included in the consolidated financial statements for the 12 months ended December 31, 2023 is the Company’s proportional share of losses between October 1, 2022 through September 30, 2023, which were $ 17 thousand. Year ended December 31, 2023 Six months Ended December 31, 2022 Year ended June 30, 2022 Amortization expense on website development $ 7 $ 4 $ 7 Total amortization expense $ 7 $ 4 $ 7 Future amortization expense is expected to be as follows (in thousands): Year ending December 31, 2024 $ 7 2025 7 2026 4 2027 - Thereafter - Total future amortization expense $ 18 F- 17 Table of Contents 10. Leases On July 1, 2023, the Company entered into a lease with Unico Properties LLC for office space in Seattle, Washington, that terminates in October 2028. Upon entering this lease, the Company recognized a right-of-use asset and lease liability of approximately $ 0.8 million on the balance sheet based upon the present value of the future base payments discounted at an 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 December 31, 2023, was 4.83 years and 8 %, respectively. The following table presents the future operating lease payments and lease liability included on the consolidated balance sheet related to the Company’s operating lease as of December 31, 2023 ( in thousands): Year ended December 31, 2024 $ 111 2025 243 2026 239 2027 230 2028 237 Total 1,060 Less: imputed interest ( 234 ) Total lease liability 826 Less current portion ( 46 ) Noncurrent lease liability $ 780 For the year ended December 31, 2023, six months ended December 31, 2022 and year ended June 30, 2022, our operating lease expense was approximately $ 97 thousand, $ 0 and $ 0 , r espectively, and is recognized in the statement of operations in general and administrative for the year ended December 31, 2023. Asset Retirement Obligation The Company has an asset retirement obligation ("ARO") associated with the facility it leased in Richland, Washington. This lease is included in the GT Medical APA and will be assigned upon the GT Medical Closing. As the lease and related leasehold assets are included in the GT Medical APA and will be assigned to GT Medical, this liability is no longer reported as an ARO in our consolidated financial statements for the period ended December 31, 2023 and 2022. However, the Company maintains the estimated liability in our consolidated financial statements related to hazardous waste removal. The estimated liability at December 31, 2023 and 2022 was $ 452 thousand and $ 442 thousand, respectively. 11. Notes Payable The Company assumed two notes payable effective upon the closing of the Merger with Viewpoint on February 3, 2023. On July 19, 2019, Viewpoint entered into a promissory note agreement with the Iowa Economic Development Authority (“IEDA”) for $ 100 thousand at a 3 % interest rate to be paid over 36 monthly payments of approximately $ 3 thousand beginning on the first day of the first month following Viewpoint closing on a $1.0 million equity fundraising round. Final payment was paid in September 2023. The loan was granted as a form of financial assistance to Viewpoint from IEDA. Between February 3, 2023 and December 31, 2023, the Company recorded less than $ 1 thousand interest expense and $ 24 thousand in principal payments. The note payable as of December 31, 2023 and December 31, 2022 ( in thousands): December 31, 2023 December 31, 2022 Note payable (1) $ 1,725 $ - Less: current portion ( 49 ) - Notes payable – long-term portion $ 1,676 $ - ( 1 ) On December 29, 2022, Viewpoint obtained a promissory note in the amount of approximately $ 1.8 million 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 approximately $ 13 thousand beginning on January 29, 2023, and a balloon payment of approximately $ 1.5 million due on December 29, 2027. As of December 31, 2023, the current portion of the note payable was approximately $ 49 thousand. Between February 3, 2023 and December 31, 2023, the Company recorded approximately $ 84 thousand interest expense and $ 44 thousand in principal payments. F- 18 Table of Contents The following table presents the future principal payments included on the consolidated balance sheet related to the Company’s note payable as of December 31, 2023 ( in thousands): Years ending December 31: 2024 $ 49 2025 52 2026 55 2027 1,569 Total $ 1,725 12. Share-Based Compensation The Company currently provides share-based compensation under two equity incentive plans approved by the Board of Directors and the stockholders: ● 2017 Equity Incentive Plan ( "2017 Incentive Plan") and ● 2020 Second Amended and Restated Equity Incentive Plan (the "Second Amended and Restated Plan"). Options granted prior to fiscal 2017 were made pursuant to plans that have expired or were terminated. The Company’s stockholders approved the 2017 Incentive Plan in June 2017. The 2017 Incentive Plan allows the Board of Directors to grant up to 4,000,000 shares of common stock to directors, officers, employees and consultants in a combination of equity incentive forms including incentive stock options ("ISOs"), non-qualified stock options ("NQSOs"), stock appreciation rights ("SARs") or restricted shares of common stock. On October 6, 2023, the Company's stockholders approved the Company's Second Amended and Restated Plan, which amended and restated the Company's Amended and Restated 2020 Equity Incentive Plan in its entirety. The Second Amended and Restated Plan increased the number of shares of common stock available for the grant of awards under the plan by 10,000,000 , to a total of 56,000,000 available shares, implemented an “evergreen” provision, which contemplates that on the first day of each fiscal quarter beginning after the date of the Annual Meeting, unless the Board of Directors of the Company determines otherwise, the number of shares of common stock authorized for issuance under the Second Amended and Restated Plan will be adjusted to be (subject to adjustment in the event of stock splits and other similar events) the greater of 56,000,000 shares of common stock or 13% of the number of shares of common stock issued and outstanding on the last day of the immediately preceding fiscal quarter, and extended the term of the Second Amended and Restated Plan such that it will be terminated, if not earlier terminated, on the 10 -year anniversary of October 6, 2023. Under the Second Amended and Restated Plan, the Board of Directors may grant to directors, officers, employees and consultants various forms of equity, including ISOs, NQSOs, SARS, and restricted stock units. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. The Company uses the Black-Scholes option valuation model because management believes the model is appropriate for the Company. However, management understands that because changes in the subjective input assumptions can materially affect the fair value estimate, this valuation model does not necessarily provide a reliable single measure of the fair value of its stock options. The risk-free interest rate is based on the U.S. treasury security rate with an equivalent term in effect as of the date of grant. The expected option lives and volatility assumptions are based on historical data of the Company. 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: Year ended December 31, Six months ended December 31, Year ended June 30, 2023 2022 2022 Weighted average fair value $ 0.32 $ 0.26 $ 0.55 Options issued 21,665,273 4,235,000 3,269,100 Exercise price $ 0.24 to $ 0.69 $ 0.33 to $ 0.36 $ 0.28 to $ 0.79 Expected term (in years) 5 5 5 Risk-free rate 3.84 % to 4.46 % 2.97 % to 3.00 % 0.73 % to 3.24 % Volatility 93 % to 108 % 100 % to 101 % 99 % to 100 % The following table presents the share-based compensation expense (in thousands): Year ended December 31, Six months ended December 31, Year ended June 30, 2023 2022 2022 Research and development expense $ 968 $ 70 $ 103 General and administrative expense 2,175 426 672 Total share-based compensation $ 3,143 $ 496 $ 775 The total value of the stock options awards is expensed ratably over the vesting period of the employees receiving the awards. As of December 31, 2023, total unrecognized compensation cost related to stock-based options and awards was approximately $ 4,148,691 and the weighted-average period over which it is expected to be recognized is approximately 2.45 years. F- 19 Table of Contents Changes in stock options outstanding during the periods are as follows (in thousands except for exercise prices and terms): Options Outstanding Price (a) Life (b) Value (c) Balance at June 30, 2021 4,514,660 $ 0.67 7.27 $ 984 Granted (d) 3,269,100 0.75 Expired ( 256,060 ) 0.84 Forfeited ( 488,675 ) 0.79 Exercised ( 125,000 ) 0.45 Balance at June 30, 2022 6,914,025 $ 0.70 7.43 $ 2 Granted (d) 4,235,000 0.34 Expired ( 170,325 ) 0.81 Forfeited ( 100,000 ) 0.86 Exercised ( 72,500 ) 0.40 Balance at December 31, 2022 10,806,200 $ 0.56 7.93 $ 0 Granted (d) 21,665,273 0.41 Options assumed with the acquisition of Viewpoint (Note 3) 24,263,424 0.17 Expired ( 2,434,149 ) 0.53 Forfeited ( 1,255,138 ) 0.46 Exercised ( 1,913,185 ) 0.29 Balance at December 31, 2023 51,132,425 $ 0.33 8.02 $ 6,671 Exercisable at December 31, 2023 35,529,723 $ 0.29 7.32 $ 5,645 (a) Weighted average exercise price per share. (b) Weighted average remaining contractual life. (c) Aggregate intrinsic value (in thousands). (d) All options granted had exercise prices equal to or greater than the ending closing market price of the Company’s common stock on the grant date. The options were granted to employees and management by the Compensation Committee and had vesting periods from one year to three years. Year ended December 31, Six months ended December 31, Year ended June 30, 2023 2022 2022 Aggregate intrinsic value of options exercised (in thousands) $ 610 $ 1 $ 3 The Company’s current policy is to issue new shares to satisfy option exercises. 13. Stockholders’ Equity The authorized capital structure of the Company consists of $.001 par value common stock and $.001 par value preferred stock. Common Stock On November 17, 2023, the Company filed a Form S- 3 registration statement (File No. 333 - 275638 ) (the “2023 Registration Statement”) that became effective on December 14, 2023, with the potential to register up to $ 200 million of equity securities. On November 17, 2023, the Company entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with Oppenheimer & Co., Inc., B. Riley Securities, Inc. and JonesTrading Institutional Services LLC (each, an “Agent” and together, the “Agents”) to create an “at-the-market” equity program under which the Company from time to time may offer and sell shares (the “ATM Shares”) of its common stock, par value $ 0.001 per share (“Company Common Stock”), through or to the Agents. The ATM Agreement was entered into in connection with the Company’s filing of the 2023 Registration Statement, which includes a prospectus supplement covering the offering, issuance and sale by the Company of up to $50 million of shares of Company Common Stock that may be issued and sold under the ATM Agreement subject to it being declared effective by the SEC. The common stock sold pursuant to the ATM Agreement was distributed at the market prices prevailing at the time of sale. The ATM Agreement provided that the Agents are entitled to compensation for their services at a commission rate of 3.0 % of the gross sales price per share of common stock sold plus reimbursement of certain expenses. As of December 31, 2023, the Company had sold an aggregate of 1,238,826 shares under the ATM Agreement at an average price of approximately $ 0.303 per common share for gross proceeds of approximately $ 376 thousand and net proceeds of approximately $ 364 thousand. During the 12 months ended June 30, 2022, the Company received approximately $ 0.06 million as a result of the exercise of 125,000 options to purchase common stock. During the 6 months ended December 31, 2022, the Company received approximately $ 0.03 million as a result of the exercise of 72,500 options to purchase common stock. During the 12 months ended December 31, 2023, the Company received approximately $ 0.55 million as a result of the exercise of 1,913,185 options to purchase common stock. F- 20 Table of Contents Preferred Stock The Company’s Certificate of Incorporation authorizes 7,000,000 shares of $0.001 par value preferred stock available for issuance with such rights and preferences, including liquidation, dividend, conversion, and voting rights, as described below. In connection with redomiciling the Company to Delaware, Preferred Stock Series A, C and D designations were terminated. There were no shares issued under these Series. Series B is the remaining Series authorized at December 31, 2023 and had no issued and outstanding shares at December 31, 2023. Warrants During the year ended December 31, 2023, the Company assumed 3,387,093 warrants in connection with the Viewpoint merger. The warrants had an exercise price of $ 0.27 and expire in November and December 2027. The following table summarizes the activity of all stock warrants and weighted average exercise prices. Warrants Price (a) Balance at June 30, 2021 2,645,738 $ 0.70 Warrants issued - - Warrants exercised - - Warrants expired - - Balance at June 30, 2022 2,645,738 $ 0.70 Warrants issued - - Warrants exercised - - Warrants expired - - Balance at December 31, 2022 2,645,738 $ 0.70 Warrants assumed with the acquisition of Viewpoint (Note 3) 3,387,093 0.27 Warrants exercised - - Warrants expired ( 272,250 ) 0.94 Balance at December 31, 2023 5,760,581 $ 0.44 (a) Weighted average exercise price per share. As of December 31, 2023, the Company had 1,375,000 common warrants outstanding exercisable on or before January 11, 2024, 998,488 common warrants outstanding exercisable on or before October 22, 2025, 1,841,954 common warrants outstanding exercisable on or before November 24, 2027, 898,027 common warrants outstanding exercisable on or before December 18, 2027, and 647,112 common warrants outstanding exercisable on or before December 31, 2027. 14. Income Taxes The Company's pretax loss for the year ended December 31, 2023, the transition period ended December 31, 2022, and the year ended June 30, 2022 was from its U.S. domestic operations. The provision (benefit) for income taxes for the year ended December 31, 2023, the transition period ended December 31, 2022, and the year ended June 30, 2022 are as follows (in thousands): December 31, December 31, June 30, 2023 2022 2022 Current expense (benefit): Federal $ - $ - $ - State - - - Foreign - - - Total current expense (benefit): - - - Deferred expense (benefit): Federal ( 2,651 ) - - State - - - Foreign - - - Total deferred expense (benefit): ( 2,651 ) - - Total income tax expense (benefit): $ ( 2,651 ) $ - $ - F- 21 Table of Contents The reconciliation of the US federal statutory rate to the Company's effective income tax for the year ended December 31, 2023, the transition period ended December 31, 2022, and the year ended June 30, 2022 is as follows (in thousands): December 31, December 31, June 30, 2023 2022 2022 Income tax at U.S. statutory rate $ ( 9,298 ) $ ( 1,063 ) $ ( 1,318 ) State income taxes, net of federal benefit ( 1,022 ) 3 1 Change in valuation allowance 7,159 1,040 1,222 Tax credits ( 709 ) ( 62 ) - Share based compensation 304 70 126 Transaction costs 925 - - Other ( 10 ) 12 ( 32 ) $ ( 2,651 ) $ - $ - The significant components of the Company's deferred tax assets and liabilities for the year ended December 31, 2023 and the transition period ended December 31, 2022 are as follows (in thousands): December 31, December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 26,758 $ 19,145 Share-based compensation 3,214 722 Tax credits 1,379 562 Capital loss carryforwards 902 - Accruals and reserves 240 176 Lease liability 179 ( 1 ) Capitalized R&D costs 6,299 ( 18 ) Other ( 143 ) 3 Total deferred tax assets 38,828 20,589 Valuation allowance ( 29,956 ) ( 20,605 ) Net deferred tax assets 8,872 ( 15 ) Deferred tax liabilities: Property, plant, and equipment ( 387 ) 6 Intangibles ( 12,915 ) 9 Right of use asset ( 162 ) 0 Total deferred tax liabilities ( 13,464 ) 15 Net deferred tax assets (liabilities) $ ( 4,592 ) $ ( 0 ) The future realization of the tax benefits from existing temporary differences, net operating loss carryforwards and other tax attributes ultimately depends on the existence of sufficient taxable income within the carryforward period. Therefore, at each balance sheet reporting date, the Company assesses the realizability of its deferred tax assets whether it is more likely than not that some portion or all its deferred tax assets will not be realized. In assessing the realizability of its deferred tax assets, the Company considers all available evidence, both positive and negative, including results of operations in recent years, projected future taxable income, expected reversal of existing deferred tax liabilities, and tax planning strategies in making its assessment. After considering all available evidence, the Company has determined that it is more likely than not that its net deferred tax assets will not be realized in the foreseeable future. Therefore, the Company continues to maintain a valuation allowance against its net deferred tax assets as of December 31, 2023. The activity in the Company’s deferred tax asset valuation allowance for the year ended December 31, 2023 and the transition period ended December 31, 2022 is as follows (in thousands): December 31, December 31, 2023 2022 Valuation allowance at beginning of the period $ 20,605 $ 19,074 Increases recorded to income tax provision (benefit) 7,159 1,040 Increases recorded to goodwill 1,271 - Other increases 921 491 Valuation allowance at end of the period $ 29,956 $ 20,605 F- 22 As of December 31, 2023, the Company has U.S. Federal net operating loss carryforwards of $ 121.2 million which includes $ 60.1 million that have an unlimited carryforward period and $ 61.1 million that expire at various dates between 2024 and 2037. As of December 31, 2023, the Company has various state net operating loss carryforwards of $ 55.1 million that expire at various dates between 2033 and 2043. As of December 31, 2023, the Company has U.S. Federal research and development credits of $ 1.3 million that expire at various dates between 2035 and 2042, and state research and development credits of $ 0.1 million that begin to expire between 2036 and 2037. The future realization of the Company's net operating loss carryforwards and other tax attributes may be limited by the change in ownership rules under the U.S. Internal Revenue Code Section 382. Under Section 382, if a corporation undergoes an ownership change, the Company’s ability to utilize its net operating loss carryforwards and other tax attributes to offset income may be subject to an annual limitation. As of December 31, 2023, the Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes. The Tax Cuts and Jobs Act of 2017 amended Section 174 relating to the US federal tax treatment of research or experimental ("R&E") expenditures paid or incurred during the taxable year. The amended rules under Section 174 are effective in 2022 and require taxpayers to capitalize and amortize specified R&E expenditures over a period of five years (if attributable to US-based research) or 15 years (if attributable to foreign-based research). Additionally, the new rules now include software development costs as R&E that must also be capitalized and amortized accordingly. As of December 31, 2023, the Company capitalized a significant amount of R&E related to research and development activities performed in the US. The Company files income tax returns in the U.S. including various states, therefore the Company is subject to tax examination by various taxing authorities. The Company is not currently under examination and is not aware of any issues under review that could result in significant payments, accruals or material deviation from its tax positions. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by local tax authorities to the extent such tax attribute is utilized in a future period. As of December 31, 2023, the tax years from 2020 to present remain open to examination by the various US taxing authorities. However, to the extent the Company utilizes net operating losses from years prior to 2020, the statute remains open to the extent of the net operating losses or other credits that are utilized. The calculation and assessment of the Company's income tax exposures generally involves the uncertainties in the application of complex tax laws and regulations for federal and state jurisdictions. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination including resolutions of any related appeals or litigation on the basis of the technical merits. As of December 31, 2023 and 2022, the Company has not recorded any liabilities for uncertain tax positions or any other unrecognized tax benefits. Similarly, the Company has not accrued any related interest and penalties as of December 31, 2023 and 2022. 15. 401 (k) and Profit-Sharing Plan The Company has a 401 (k) plan (“Isoray 401 (k)”), which commenced in fiscal year 2007, covering all eligible full-time employees of the Company. Contributions to the Isoray 401 (k) are made by the participants to their individual accounts through payroll withholding. The Isoray 401 (k) also allows the Company to make contributions at the discretion of management. Through December 31, 2022, the Company had not made any contributions to the Isoray 401 (k). Beginning January 1, 2022, the Company implemented a Company 401 (k) match where 50 % of the first 4 % of the participants contributions were matched, up to a maximum company match of 2 % of eligible compensation. The Company matching contributions were made during January 2023 for the Isoray 401 (k) plan year January 1, 2022 to December 31, 2022. Beginning January 1, 2023, the Company changed its 401 (k) match for the Isoray 401 (k) where 100 % of the first 4 % of the participants contributions were matched, up to a maximum company match of 4 % of eligible compensation. The Company matching contributions were made during January 2024 for the Isoray 401 (k) plan year January 1, 2023 to December 31, 2023. From the merger date through December 31, 2023, Viewpoint had a separate 401 (k) plan (“Viewpoint 401 (k)”) with a company match where 100 % of the first 6 % of participants contributions were matched, up to a maximum company match of 6 % of eligible compensation. Beginning January 1, 2024, the Company merged the Isoray 401 (k) and Viewpoint 401 (k) into a new 401 (k) plan with a company match where 100 % of the first 4 % of the participants contributions will be matched, up to a maximum company match of 4 % of eligible compensation. For the year ended December 31, 2023, the six -month transition ended December 31, 2022, and year ended June 30, 2022, we recognized $ 345 thousand, $ 24 thousand, and $ 23 thousand in employer matching expense. F- 23 Table of Contents 16. Commitments and Contingencies 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 does not believe it will settle for more than $200 thousand and, therefore, recorded an estimated liability of $ 200 thousand as of December 31, 2022. For the six -month transition period ending December 31, 2022, this was recorded in general and administrative expenses on the statement of operations and accrued expenses on the balance sheet. At December 31, 2023, the Company continues to maintain this $ 200 thousand estimated liability. In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its Board of Directors and all of its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reasons of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not currently aware of any indemnification claims and has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2023 or 2022. 17. Concentrations of Credit and Other Risks The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, accounts receivable and short-term investments. The Company’s cash and cash equivalents are maintained with high-quality financial institutions or U.S. Treasury Bills. The Company’s short-term investments were U.S. Treasury Bills at December 31, 2022 and there were no short-term investments at December 31, 2023. The Company routinely assesses the financial strength of its receivables and provides an allowance for doubtful accounts as necessary. At December 31, 2023 and 2022, the allowance was approximately $ 650 thousand and $ 26 thousand, respectively. 18. Transitional Period Comparative Data The following table presents certain comparative financial information for the years ended December 31, 2023 and 2022 (dollars and shares in thousands, except for per share amounts): Year ended December 31, 2023 2022 (unaudited) Grant revenue $ 1,434 $ - Gross profit 1,434 - Operating expenses: Research and development 21,311 881 General and administrative 21,064 7,486 Loss on equipment disposal - 305 Total operating expenses 42,375 8,672 Operating loss ( 40,941 ) ( 8,672 ) Non-operating income: Interest income, net 934 618 Interest expense ( 84 ) - Other income 2 - Equity in loss of affiliate ( 17 ) - Total non-operating income 835 618 Net loss from continuing operations ( 40,106 ) ( 8,054 ) Net loss from discontinued operations ( 9,053 ) ( 2,706 ) Net loss before deferred income tax benefit ( 49,159 ) ( 10,760 ) Deferred income tax benefit 2,651 - Net loss ( 46,508 ) ( 10,760 ) Basic and diluted loss per share: Loss from continuing operations $ ( 0.14 ) $ ( 0.06 ) Loss from discontinued operations ( 0.03 ) ( 0.02 ) Basic and diluted loss per share $ ( 0.17 ) $ ( 0.08 ) Weighted average shares used in computing net loss per share: Basic and diluted 267,643 142,067 F- 24 Table of Contents Year ended December 31, 2023 2022 (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 46,508 ) $ ( 10,760 ) Adjustments to reconcile net loss to net cash used by operating activities: Lease expense 75 6 Depreciation expense 946 267 Write-off of inventory associated with discontinued product 298 - Loss on disposal of property and equipment 22 305 Amortization of other assets 40 41 Accretion of asset retirement obligation 35 33 Equity in loss of affiliate 17 - Accrued interest on short-term investments - ( 226 ) Change in allowance for doubtful accounts 624 - Change in estimate of asset retirement obligation ( 15 ) - Loss recognized on classification as held for sale 4,170 - Share-based compensation 3,738 983 Deferred tax benefit ( 2,651 ) - Changes in operating assets and liabilities: Accounts receivable, net ( 426 ) 284 Inventory 359 ( 1,996 ) Prepaid expenses and other current assets ( 325 ) ( 151 ) Accounts payable and accrued expenses 1,584 692 Accrued protocol expense 89 80 Accrued radioactive waste disposal ( 100 ) 26 Accrued payroll and related taxes 1,274 ( 11 ) Accrued vacation ( 159 ) 26 Net cash used by operating activities ( 36,913 ) ( 10,401 ) CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property and equipment ( 1,072 ) ( 282 ) Addition to other assets ( 18 ) ( 18 ) Additions to equity method investment - ( 150 ) Proceeds from maturity of short-term investments 22,764 12,538 Purchases of short-term investments - ( 35,076 ) Investment in note receivable - ( 6,000 ) Net cash acquired in acquisition of Viewpoint 2,699 - Net provided by (used in) investing activities 24,373 ( 28,988 ) CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of notes payable ( 68 ) - Proceeds from issuances of common stock, pursuant to exercise of options 554 28 Proceeds from sales of common stock, pursuant to at the market offering, net 364 - Issuance costs related to common stock issued in exchange for Viewpoint common stock ( 65 ) - Net cash provided by financing activities 785 28 Net decrease in cash, cash equivalents, and restricted cash ( 11,755 ) ( 39,361 ) Cash, cash equivalents, and restricted cash beginning of period 21,175 60,536 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH END OF PERIOD $ 9,420 $ 21,175 Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets: Cash and cash equivalents $ 9,238 $ 20,993 Restricted cash 182 182 Total cash, cash equivalents, and restricted cash shown on the consolidated statements of cash flows $ 9,420 $ 21,175 F- 25 Table of Contents 19. Related Parties During the year ended June 30, 2022, the Company engaged with SphereRx, LLC, owned by Lori Woods, our Chairperson and board member, to assist in making payments to suppliers in Russia as our bank had an internal policy that it could not send wires to Russia due to the ongoing Russia-Ukrainian conflict. There were four payments totaling $ 2,389,787 . The Company reimbursed SphereRx, LLC for wire fees. There was no other consideration or compensation related to these payments. During the year ended December 31, 2023, and the transition period ended December 31, 2022, there were no related party transactions. 20. Subsequent Events March 2024 Private Placement with Institutional Investors On March 4, 2024, Perspective entered into an investment agreement (the "March 2024 Investment Agreement”) with certain accredited institutional investors (“Institutional Investors”) pursuant to which Perspective agreed to issue and sell, in a private placement (the “March 2024 Private Placement”), 92,009,981 shares of Perspective’s common stock for a purchase price of $ 0.95 per share, representing the closing price of the Common Stock on March 1, 2024. The closing of the March 2024 Private Placement occurred on March 6, 2024 ( the "March 2024 Closing"). The gross proceeds to the Company from the March 2024 Private Placement were approximately $ 87.4 million, before deducting fees payable to the Placement Agents (as defined below) and other estimated transaction expenses. Perspective intends to use the net proceeds from the March 2024 Private Placement for general corporate and working capital purposes, which may include research and development expenditures, preclinical study and clinical trial expenditures, manufacturing expenditures, commercialization expenditures, capital expenditures, acquisitions of new technologies, products or businesses and investments. The March 2024 Investment Agreement contains customary representations, warranties and agreements by the Company and the Institutional Investors, indemnification obligations of the Company and the Institutional Investors, other obligations of the parties and termination provisions. The March 2024 Private Placement was conducted pursuant to a Placement Agency Agreement, dated March 4, 2024 ( the “Placement Agency Agreement”), by and between Perspective and Oppenheimer & Co. Inc., as representative of the placement agents named therein (the “Placement Agents”). Per the Placement Agency Agreement, Perspective agreed to: (i) pay the Placement Agents a cash fee equal to 5.85 % of the gross proceeds received by the Company from the sale of the Shares; and (ii) reimburse the Placement Agents for certain fees and expenses. The Placement Agency Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature. Lantheus Agreements Investment Agreement On January 8, 2024, Perspective entered into an investment agreement (the “Lantheus Investment Agreement”) with Lantheus Alpha Therapy, LLC, a Delaware limited liability company and wholly owned subsidiary of Lantheus Holdings, Inc. (“Lantheus”), pursuant to which Perspective agreed to sell and issue to Lantheus in a private placement transaction (the “Lantheus Private Placement”) certain shares (the “Lantheus Shares”) of Perspective’s Common Stock. The closing of the purchase and sale of the Lantheus Shares to Lantheus by Perspective (the “Lantheus Closing”) were subject to Perspective raising at least $ 50.0 million of gross proceeds (excluding Lantheus’ investment) in a qualifying third -party financing transaction, which occurred on January 22, 2024. The number of Lantheus Shares sold was 56,342,355 , representing 19.99 % of the outstanding shares of Common Stock as of January 8, 2024. Pursuant to the Lantheus Investment Agreement, Perspective agreed to cooperate in good faith to negotiate and enter into a registration rights agreement with Lantheus, obligating Perspective to file a registration statement on Form S- 3 with the U.S. Securities and Exchange Commission to register for resale the Lantheus Shares issued at the Lantheus Closing. The Lantheus Investment Agreement also contains agreements of Perspective and Lantheus whereby Lantheus is provided certain board observer and information rights of Perspective, as well as standstill provisions prohibiting Lantheus from taking certain actions for a specified period of time, subject to certain exceptions. The Lantheus Investment Agreement also provides Lantheus with certain pro rata participation rights to maintain its ownership position in Perspective in the event that Perspective makes any public or non-public offering of any equity or voting interests in Perspective or any securities that are convertible or exchangeable into (or exercisable for) equity or voting interests in Perspective, subject to certain exceptions. Pursuant to the Lantheus Investment Agreement, Perspective is required to notify Lantheus within 10 business days of the end of a fiscal quarter in which Perspective issued shares of Common Stock pursuant to that certain At Market Issuance Sales Agreement among Perspective, Oppenheimer & Co. Inc., B. Riley Securities, Inc., and JonesTrading Institutional Services LLC dated November 17, 2023 ( the “ATM Agreement”), of (i) the number of shares of Common Stock issued during such fiscal quarter pursuant to the ATM Agreement and (ii) the average price per share received by Perspective before commissions (the “ATM Average Price”). Upon receipt of such notice, Lantheus may elect, at its option, to purchase all or a portion of its Pro Rata Portion (as defined in the Lantheus Investment Agreement) of such shares at an aggregate price equal to the number of shares purchased multiplied by the ATM Average Price for such quarter (the “ATM Participation Right”). Pursuant to the Lantheus Investment Agreement, Lantheus may not exercise the ATM Participation Right more than two times per calendar year. Asset Purchase Agreement On January 8, 2024, Perspective entered into an Asset Purchase Agreement (the “Progenics APA”) with Progenics Pharmaceuticals, Inc., a Delaware corporation (“Progenics”) and affiliate of Lantheus, pursuant to which Perspective will acquire certain assets and the associated lease of Progenics’ radiopharmaceutical manufacturing facility in Somerset, New Jersey for a purchase price of $ 8.0 million in cash. The closing of the transactions pursuant to the Progenics APA was subject to customary closing conditions, including regulatory approval. The transactions contemplated by the Progenics APA closed on March 1, 2024. F- 26 Table of Contents Option Agreement On January 8, 2024, Perspective entered into that certain Option Agreement (the “Option Agreement” and together with the Lantheus Investment Agreement and the Progenics APA, the “Agreements”) with Lantheus whereby Lantheus was granted an exclusive option to negotiate an exclusive, worldwide, royalty- and milestone-bearing right and license to [ 212 Pb]VMT-α-NET, the Company’s clinical-stage alpha therapy developed for the treatment of neuroendocrine tumors and a right to co-fund the Investigational New Drug ("IND") application, enabling studies for early-stage therapeutic candidates targeting prostate-specific membrane antigen and gastrin-releasing peptide receptor and, prior to IND filing, a right to negotiate for an exclusive license to such candidates. In consideration of the rights granted by the Company to Lantheus pursuant to the Option Agreement, Lantheus will pay to Perspective a one -time payment of $ 28.0 million, subject to certain withholding provisions related to the closing contemplated by the Progenics APA. Under the terms of the Option Agreement, Lantheus also has a right of first offer and last look protections for any third -party merger and acquisition transactions involving the Company for a 12 -month period beginning on January 8, 2024. The Agreements contain customary representations, warranties and covenants that were made solely for the benefit of the parties to the Agreements. Such representations, warranties and covenants (i) are intended as a way of allocating risk between the parties to the Agreements and not as statements of fact and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, Perspective. Accordingly, the Agreements are being disclosed only to provide investors with information regarding the terms of the transaction and not to provide investors with any other factual information regarding Perspective. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreements, which subsequent information may or may not be fully reflected in public disclosures. January 2024 Public Offering On January 17, 2024, Perspective entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc., as representative of the underwriters named therein (the “Underwriters”), in connection with its previously announced underwritten public offering (the “Public Offering”) of 132,075,218 shares (the “Public Shares”) of Perspective's Common Stock and, in lieu of Public Shares to certain investors, pre-funded warrants (the “Pre-funded Warrants”) to purchase 30,086,944 shares of Common Stock. The price to the public for the Public Shares was $ 0.37 per Public Share, and the price to the public for the Pre-funded Warrants was $ 0.369 per Pre-funded Warrant, which represents the per share price for the Public Shares less the $ 0.001 per share exercise price for each such Pre-funded Warrant. Under the terms of the Underwriting Agreement, Perspective granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 24,324,324 shares of Common Stock at the same price per share as the Public Shares, which such option was fully exercised by the Underwriters on January 18, 2024. The Public Offering closed on January 22, 2024. The gross proceeds to Perspective from the Public Offering were approximately $ 69.0 million, before underwriting discounts and commissions and estimated expenses of the Public Offering. Perspective intends to use the net proceeds from the Public Offering for general corporate purposes, which may include research and development expenditures, preclinical study and clinical trial expenditures, manufacturing expenditures, commercialization expenditures, working capital, capital expenditures, acquisitions of new technologies, products or businesses and investments. The Public Offering was made pursuant to Perspective’s shelf registration statement on Form S- 3 (File No. 333 - 275638 ), declared effective by the Securities and Exchange Commission on December 14, 2023, a base prospectus dated December 14, 2023, and the related prospectus supplement dated January 17, 2024. The Pre-funded Warrants are exercisable at any time after the date of issuance. The exercise price and the number of shares of Common Stock issuable upon exercise of each Pre-funded Warrant (the “Warrant Shares”) are subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock as well as upon any distribution of assets, including cash, stock or other property, to Perspective’s stockholders. The Pre-funded Warrants will not expire and are exercisable in cash or by means of a cashless exercise. A holder of Pre-funded Warrants may not exercise such Pre-funded Warrants if the aggregate number of shares of Common Stock beneficially owned by such holder, together with its affiliates, would beneficially own more than 4.99% of the issued and outstanding shares of Common Stock following such exercise, as such percentage ownership is determined in accordance with the terms of the Pre-funded Warrants. A holder of Pre-funded Warrants may increase or decrease this percentage not in excess of 19.99% by providing at least 61 days’ prior notice to Perspective. The Underwriting Agreement contains customary representations, warranties and agreements by Perspective, customary conditions to closing, indemnification obligations of Perspective and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. F-27