Lantheus Holdings Amends Filing for Perspective Therapeutics
Ticker: LNTH · Form: SC 13D/A · Filed: Mar 8, 2024 · CIK: 1521036
| Field | Detail |
|---|---|
| Company | Lantheus Holdings, Inc. (LNTH) |
| Form Type | SC 13D/A |
| Filed Date | Mar 8, 2024 |
| Risk Level | medium |
| Pages | 9 |
| Reading Time | 11 min |
| Key Dollar Amounts | $0.001, $0.95, $57.4 million, $87.4 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: amendment, ownership-change, filing-update
TL;DR
Lantheus Holdings filed an update on Perspective Therapeutics, formerly Isoray. Watch this space.
AI Summary
Lantheus Holdings, Inc. has filed an amendment (SC 13D/A) on March 8, 2024, related to its holdings in Perspective Therapeutics, Inc. The filing indicates a change in the reporting of beneficial ownership, with Lantheus Alpha Therapy, LLC being a group member. Perspective Therapeutics, Inc. was formerly known as Isoray, Inc. and Century Park Pictures Corp.
Why It Matters
This filing signals a potential shift in control or significant influence by Lantheus Holdings over Perspective Therapeutics, which could impact the latter's strategic direction and stock performance.
Risk Assessment
Risk Level: medium — Changes in beneficial ownership filings can indicate strategic shifts or potential takeovers, introducing uncertainty and risk.
Key Players & Entities
- Lantheus Holdings, Inc. (company) — Filing entity
- Perspective Therapeutics, Inc. (company) — Subject company
- Lantheus Alpha Therapy, LLC (company) — Group member
- Isoray, Inc. (company) — Former name of Subject company
- Century Park Pictures Corp (company) — Former name of Subject company
FAQ
What is the specific nature of the change being reported in this SC 13D/A filing by Lantheus Holdings, Inc. regarding Perspective Therapeutics, Inc.?
The filing is an amendment (Amendment No. 1) to a Schedule 13D, indicating a change in the reporting of beneficial ownership. Specific details of the change are not fully elaborated in the provided header information but are typically detailed within the full filing.
When was this amendment filed with the SEC?
This amendment was filed on March 8, 2024.
What was Perspective Therapeutics, Inc. previously known as?
Perspective Therapeutics, Inc. was formerly known as Isoray, Inc. and prior to that, Century Park Pictures Corp.
What is the business address of Lantheus Holdings, Inc.?
The business address of Lantheus Holdings, Inc. is 331 Treble Cove Road, North Billerica, MA 01862.
What is the Central Index Key (CIK) for Lantheus Holdings, Inc.?
The Central Index Key (CIK) for Lantheus Holdings, Inc. is 0001521036.
Filing Stats: 2,776 words · 11 min read · ~9 pages · Grade level 13.8 · Accepted 2024-03-08 11:22:49
Key Financial Figures
- $0.001 — me of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 4648
- $0.95 — Stock at a purchase price per share of $0.95 in the Second Private Placement (the Se
- $57.4 million — r the Second Purchase was approximately $57.4 million in cash. The source of funds for the
- $87.4 million — March 6, 2024 and raised approximately $87.4 million of gross proceeds, before underwriting
Filing Documents
- d749365dsc13da.htm (SC 13D/A) — 76KB
- 0001193125-24-063234.txt ( ) — 78KB
of the Initial Statement is hereby amended and supplemented to add the following
Item 3 of the Initial Statement is hereby amended and supplemented to add the following: On March 6, 2024, Lantheus Alpha purchased an additional 60,431,039 shares of the Issuers Common Stock at a purchase price per share of $0.95 in the Second Private Placement (the Second Purchase ). The total consideration for the Second Purchase was approximately $57.4 million in cash. The source of funds for the transactions described in this Item 3 was general working capital and cash on hand of the Reporting Persons. Item4. Purpose of Transaction
of the Initial Statement is hereby amended and supplemented to add the following
Item 4 of the Initial Statement is hereby amended and supplemented to add the following: The acquisition by the Reporting Persons of the Issuers securities as described herein was effected pursuant to the Second Investment Agreement, a copy of which is attached hereto as Exhibit 99.8. The key terms of the Second Investment Agreement are described in Item 6 of this Amendment No. 1, as amended. The Reporting Persons acquired their securities for investment purposes and otherwise in furtherance of the purpose of the Option Agreement, including the Options described in the Initial Statement. Issuer on an ongoing basis and, depending on various factors, including, without limitation, the Issuers business, results of operations and financial position, the trading price of the Common Stock, conditions in the capital markets and general economic, political and industry conditions, the Reporting Persons may, in the future, take such actions with respect to their shares of Common Stock as they deem appropriate, including, without limitation: purchasing additional shares of Common Stock (which may be in connection with an Acquisition Transaction or through the exercise of Participation Rights pursuant to the Investment Agreement, as described in the Initial Statement); selling shares of Common Stock (including in registered offerings pursuant to (i) the Registration Rights Agreement, as described in the Initial Statement and/or (ii) the Second Registration Rights Agreement, as described below in Item 6 of this Amendment No. 1, as amended); or taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or with respect to any and all matters referred to in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Further, the Reporting Persons have the right to designate one person to atte
of the Initial Statement is hereby amended and restated in its entirety as follows
Item 5 of the Initial Statement is hereby amended and restated in its entirety as follows: (a)-(b) Based upon 586,800,977 shares of the Issuers Common Stock issued and outstanding after the closing of the Second Private Placement on March 6, 2024, as represented by the Issuer to Lantheus Alpha in the Second Investment Agreement. Based on the foregoing, the aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is 116,773,394, constituting 19.90% of the shares outstanding as of March 6, 2024. Number of shares of Common Stock as to which the Reporting Persons have: Common Stock Held Voting Authority Sole: 0 Shared: 116,773,394 Total: 116,773,394 Common Stock Held Dispositive Authority Sole: 0 Shared: 116,773,394 Total: 116,773,394 To the best knowledge of each of the Reporting Persons, none of the individuals listed on Schedule A hereto beneficially owns any of the Issuers Common Stock. (c) Except as reported in this Statement, neither the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, any of the individuals listed on Schedule A hereto have effected any transactions in the Common Stock during the past sixty (60) days. (d) Except with reference to the Agreements and the transactions contemplated by those Agreements, and except as set forth in this Statement, none of the Reporting Persons nor, to the knowledge of each of the Reporting Persons, any of the persons set forth on Schedule A hereto has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of Issuer reported herein. (e) Not applicable. Item6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
of the Initial Statement is hereby amended and supplemented to add the following
Item 6 of the Initial Statement is hereby amended and supplemented to add the following: Second Investment Agreement On March 4, 2024, the Issuer entered into the Second Investment Agreement with Lantheus Alpha and the Investors thereto, pursuant to which the Issuer agreed to sell and issue to Lantheus Alpha and the Investors in the Second Private Placement certain shares of the Issuers Common Stock, subject to certain closing conditions. The closing of the Second Purchase occurred on March 6, 2024 and raised approximately $87.4 million of gross proceeds, before underwriting discounts and commissions and estimated expenses of such offering. Pursuant to the Second Investment Agreement, upon the closing of the Second Purchase, the Issuer entered into the Second Registration Rights Agreement with Lantheus Alpha and the Investors, as described below. 4 The foregoing description of the Second Investment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as Exhibit 99.8 hereto and incorporated herein by reference. Second Registration Rights Agreement On March 6, 2024, the Issuer, Lantheus Alpha and the Investors entered into a registration rights agreement (the Second Registration Rights Agreement ) in accordance with the requirements of the Second Investment Agreement, pursuant to which the Issuer agreed to register the resale of the shares purchased in the Second Private Placement. Under the Second Registration Rights Agreement, the Issuer has agreed to file a registration statement covering the resale of the Shares no later than March 29, 2024. The Issuer has agreed to use reasonable best efforts to cause such registration statement to become effective as promptly as practicable after the filing thereof but in any event on or prior to the Effectiveness Deadline (as defined in the Second Registration Rights Agreement), and to keep such registration statement continuous
of the Initial Statement is hereby amended and supplemented to add the following
Item 7 of the Initial Statement is hereby amended and supplemented to add the following: Exhibit 99.8 Investment Agreement between the Issuer, Lantheus Alpha Therapy, LLC and the purchasers listed on Schedule 1 thereto, dated March 4, 2024 (incorporated by reference to Exhibit 10.1 of the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on March 6, 2024). Exhibit 99.9 Registration Rights Agreement between the Issuer, Lantheus Alpha Therapy, LLC and the other parties thereto, dated March 6, 2024 (incorporated by reference to Exhibit 10.3 of the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on March 6, 2024). 5 SIGNATURE After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: March 8, 2024 LANTHEUS HOLDINGS, INC. By: /s/ Daniel Niedzwiecki Name: Daniel Niedzwiecki Title: Chief Administrative Officer and General Counsel LANTHEUS ALPHA THERAPY, LLC By: /s/ Daniel Niedzwiecki Name: Daniel Niedzwiecki Title: Chief Administrative Officer and General Counsel 6 SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSON The name, present principal occupation or employment and citizenship of each director and executive officer of Lantheus Holdings, Inc. are set forth below. The business address for each director and executive officer is c/o Lantheus Holdings, Inc., 201 Burlington Road, South Building, Bedford, MA 01730. Board of Directors of Lantheus Holdings, Inc. Name Present Principal Occupation or Employment Citizenship Brian Markison Chief Executive Officer of Lantheus Holdings, Inc. United States Mary Anne Heino (Non-Executive Chair of the Board of Directors) Former Chief Executive Officer of Lantheus Holdings, Inc. United States Minnie Baylor-Henry President of