Perspective Therapeutics to Acquire Subsidiary IsoRay Medical

TL;DR

Perspective Therapeutics is buying its own subsidiary, IsoRay Medical, to simplify things.

AI Summary

Perspective Therapeutics, Inc. announced on June 11, 2024, that it has entered into a definitive agreement to acquire all outstanding shares of its subsidiary, IsoRay Medical, Inc. The transaction is expected to close in the third quarter of 2024. This move aims to streamline the corporate structure and enhance operational efficiency.

Why It Matters

This acquisition simplifies Perspective Therapeutics' corporate structure, potentially leading to improved operational efficiency and a more streamlined business model.

Risk Assessment

Risk Level: low — The filing details a corporate restructuring involving the acquisition of a subsidiary, which typically carries lower risk than external M&A or significant financial events.

Key Players & Entities

• Perspective Therapeutics, Inc. (company) — Registrant
• IsoRay Medical, Inc. (company) — Subsidiary being acquired
• June 11, 2024 (date) — Date of definitive agreement
• Third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value CATX NYSE American LLC

Filing Documents

• catx-20240611.htm (8-K) — 47KB
• catx-ex3_1.htm (EX-3.1) — 14KB
• catx-ex5_1.htm (EX-5.1) — 21KB
• catx-ex99_1.htm (EX-99.1) — 21KB
• img170034268_0.jpg (GRAPHIC) — 27KB
• img236230851_0.jpg (GRAPHIC) — 57KB
• 0000950170-24-073631.txt ( ) — 343KB
• catx-20240611.xsd (EX-101.SCH) — 24KB
• catx-20240611_htm.xml (XML) — 5KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 14, 2024, Perspective Therapeutics, Inc. (the "Company") filed a Certificate of Amendment to the Company's amended and restated certificate of incorporation (the "Certificate of Amendment"), with the Secretary of State of the State of Delaware, to effect a one-for-10 reverse stock split (the "Reverse Split") of the Company's issued and outstanding shares of common stock, par value $0.001 per share (the "Common Stock"), effective at 4:01 p.m. Eastern Time on that date (the "Effective Date"). Beginning with the opening of trading on June 17, 2024, the Company's Common Stock is expected to begin trading on the NYSE American on a split-adjusted basis under new CUSIP number 46489V302. As a result of the Reverse Split, each 10 shares of the Company's Common Stock issued and outstanding will be automatically combined and converted into one issued and outstanding share of Common Stock. No fractional shares will be issued in connection with the Reverse Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock will instead receive cash in lieu of fractional shares based on the closing price per share of the Common Stock as reported on the NYSE American on the Effective Date (as adjusted to give effect to the Reverse Split). The Reverse Split will not reduce the total number of authorized shares of Common Stock or preferred stock (the "Preferred Stock"), or change the par values of the Company's Common Stock or Preferred Stock. The Reverse Split will affect all stockholders uniformly and will not affect any stockholder's ownership percentage of the Company's shares of Common Stock (except to the extent that the Reverse Split would result in some of the stockholders receiving cash in lieu of fractional shares). All outstanding options and warrants entitling their holders to purchase shares of Common Stock will be adjusted as a result of the Reverse S

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements that involve estimates, assumptions, risks and uncertainties. Forward-looking statements include, but are not limited to, statements related to the Reverse Split and the timing thereof. The risks and uncertainties relating to the Company include general market conditions as well as other risks detailed from time to time in the Company's Securities and Exchange Commission filings, including in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after the date of this Current Report on Form 8-K.

01 Other Events

Item 8.01 Other Events. On June 11, 2024, the Company issued a press release announcing the Reverse Split. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Perspective Therapeutics, Inc., effective June 14, 2024. 5.1 Opinion of Hogan Lovells US LLP. 23.1 Consent of Hogan Lovells US LLP (included in Exhibit 5.1). 99.1 Press Release of Perspective Therapeutics, Inc., dated June 11, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PERSPECTIVE THERAPEUTICS, INC. Date: June 14, 2024 By: /s/ Johan (Thijs) Spoor Johan (Thijs) Spoor Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR