Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 8, 2024

Perspective Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-33407		41-1458152
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2401 Elliott Avenue, Suite 320, Seattle, Washington		98121
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (206) 676-0900

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		CATX		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Investment Agreement

On January 8, 2024, Perspective Therapeutics, Inc. (the “Company”) entered into that certain Investment Agreement (the “Investment Agreement”) with Lantheus Alpha Therapy, LLC, a Delaware limited liability company (“Lantheus”), pursuant to which the Company agreed to sell and issue to Lantheus in a private placement transaction (the “Private Placement”) certain shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The closing of the purchase and sale of the Shares to Lantheus by the Company (the “Closing”) is subject to the Company raising at least $50.0 million of gross proceeds (excluding Lantheus’ investment) in a qualifying third party financing transaction (a “Qualified Transaction”) and other customary closing conditions.

The number of Shares sold shall be equal to $33.2 million divided by the lesser of (i) $0.59 (which represents the closing price of the Common Stock on January 8, 2024 on the New York Stock Exchange) and (ii) the price per share of Common Stock sold to the public in the first Qualified Transaction, up to a maximum of 56,342,355 Shares, representing 19.99% of the outstanding shares of Common Stock as of January 8, 2024.

Pursuant to the Investment Agreement, the Company agreed to cooperate in good faith to negotiate and enter into a registration rights agreement with Lantheus prior to the Closing, obligating the Company to file a registration statement on Form S-3 with the U.S. Securities and Exchange Commission to register for resale the Shares issued to Lantheus at the Closing. The Investment Agreement also contains agreements of the Company and Lantheus whereby Lantheus is provided certain board observer and information rights of the Company, as well as standstill provisions prohibiting Lantheus from taking certain actions for a specified period of time, subject to certain exceptions.

The Investment Agreement also provides Lantheus with certain pro rata participation rights to maintain its ownership position in the Company in the event that the Company makes any public or non-public offering of any equity or voting interests in the Company or any securities that are convertible or exchangeable into (or exercisable for) equity or voting interests in the Company, subject to certain exceptions.

Pursuant to the Investment Agreement, the Company is required to notify Lantheus, within ten business days of the end of a fiscal quarter in which the Company issued shares of Common Stock pursuant to that certain At Market Issuance Sales Agreement among the Company, 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 the Company 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 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 Investment Agreement, Lantheus may not exercise the ATM Participation Right more than two times per calendar year.

The foregoing description of the Investment Agreement does not purport to be complete and is qualified in its entirety by reference to the Investment Agreement, which will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Asset Purchase Agreement

On January 8, 2024, the Company entered into that certain Asset Purchase Agreement (the “APA”) with Progenics Pharmaceuticals, Inc., a Delaware corporation (“Progenics”) and affiliate of Lantheus, pursuant to which the Company 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 APA is subject to customary closing conditions, including regulatory approval.

The foregoing description of the APA does not purport to be complete and is qualified in its entirety by reference to the APA, which will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Option Agreement

On January 8, 2024, the Company entered into that certain Option Agreement (the “Option Agreement” and together with the Investment Agreement and the 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 [²¹²Pb]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 application (“IND”)-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 the Company a one-time payment of $28.0 million, subject to certain withholding provisions related to the closing contemplated by the 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 twelve-month period beginning on January 8, 2024.

The foregoing description of the Option Agreement does not purport to be complete and is qualified in its entirety by reference to the Option Agreement, which will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

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, the Company. 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 the Company. 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.

Item 3.02. Unregistered Sales of Equity Securities.

The information regarding the Private Placement and the issuance of the Shares in connection therewith included under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02.

The Private Placement is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the shares of Common Stock issued in the Private Placement are being offered and sold without registration under the Securities Act pursuant to the exemption provided by Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder as transactions not involving a public offering, as well as similar exemptions under applicable state securities laws, in reliance upon the following facts: no general solicitation was used in the offer or sale of such securities; the recipients of the securities had adequate access to information about the Company; the recipient of such securities represented its acquisition thereof as principal for its own account and its lack of any arrangements or understandings regarding the distribution of such securities; each recipient of such securities represented its capability of evaluating the merits of an investment in the Company’s securities due to its knowledge, sophistication and experience in business and financial matters; and such securities will be issued as restricted securities with restricted legends referring to the Securities Act. No such securities may be offered or sold in the United States in the absence of an effective registration statement or exemption from applicable registration requirements.

No statement in this document or the attached exhibit is an offer to purchase or sell or a solicitation of an offer to sell or buy the Company’s securities, and no offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.

Item 8.01. Other Events.

On January 9, 2024, the Company issued a press release announcing its entering into the Agreements. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release issued by Perspective Therapeutics, Inc., dated January 9, 2024.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PERSPECTIVE THERAPEUTICS, INC.

Date: January 11, 2024	By:	/s/ Johan (Thijs) Spoor
		Johan (Thijs) Spoor
		Chief Executive Officer

Exhibit 99.1

Perspective Therapeutics Enters into Strategic Agreements with Lantheus Including Equity Investment, Co-Development Options, and Expansion of Manufacturing Capability

Lantheus will have the option to negotiate an exclusive license to Perspective Therapeutics’ Pb212-VMT-α-NET

Lantheus will have the option to co-fund and negotiate an exclusive license for certain early-stage therapeutic candidates targeting prostate cancer using Perspective’s lead platform technology

Lantheus agrees to invest up to approximately $33 million in Perspective Therapeutics equity subject to Perspective Therapeutics’ completion of a qualifying third-party financing transaction

Perspective Therapeutics agrees to acquire radiopharmaceutical manufacturing facility in Somerset, New Jersey

SEATTLE – January 9, 2024 – Perspective Therapeutics, Inc. (NYSE AMERICAN: CATX), today announced it entered into strategic agreements with Lantheus Holdings, Inc., the leading radiopharmaceutical-focused company, and its affiliates (Lantheus) (NASDAQ: LNTH). For an upfront payment of $28 million in cash, Lantheus will obtain an exclusive option to negotiate for an exclusive license to Perspective’s [²¹²Pb]VMT-α-NET, a clinical stage alpha therapy developed for the treatment of neuroendocrine tumors, and a right to co-fund the IND-enabling studies for early-stage therapeutic candidates targeting prostate-specific membrane antigen (PSMA) and gastrin releasing peptide receptor (GRPR) and, prior to IND filing, a right to negotiate for an exclusive license to such candidates. Lantheus has also agreed to purchase an equity stake of up to 19.9% (56,342,355) shares of Perspective's outstanding shares of common stock for up to approximately $33 million, subject to completion of a qualified third-party financing transaction and certain other closing conditions. Additionally, Perspective has agreed to acquire the assets and associated lease of Lantheus’ radiopharmaceutical manufacturing facility in Somerset, New Jersey for an undisclosed price.

Thijs Spoor, Chief Executive Officer of Perspective, stated, "At Perspective Therapeutics, our goal is to leverage the best isotopes and provide effective therapeutic choices for patients with difficult-to-treat cancers. We stand at the forefront of innovation in precision oncology, particularly in the development of lead-based alpha therapies and complementary diagnostic imaging agents. With the strategic acquisition of the Somerset radiopharmaceutical manufacturing facility, we will strengthen our operational capabilities by expanding our in-house manufacturing footprint that allows us to advance our leading portfolio of radiotherapies.”

“This collaboration with Lantheus, a leader in the radiopharmaceutical space, marks a significant milestone in bringing Perspective’s targeted alpha therapies to additional cancer indications, getting us closer to more effective and targeted interventions against cancer,” continued Mr. Spoor.

“We are excited to partner with Perspective, which has developed a best-in-class alpha therapy platform for lead-based radiotherapies, and we are particularly encouraged by the early data from VMT-⍺-NET,” said Mary Anne Heino, Chief Executive Officer of Lantheus. “In addition to Perspective's theranostic approach, their alpha therapies leverage lead-based radioisotopes which potentially improve efficacy and minimize toxicity. This option agreement potentially enables Lantheus to expand our pipeline with a de-risked alpha particle therapy developed by some of the industries foremost radiopharmaceutical experts.”

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 Perspective for a twelve-month period. The closing of Perspective’s acquisition of the Somerset facility and related assets is subject to customary closing conditions, including regulatory approval. The closing of Lantheus’ investment in Perspective is subject to the closing of Perspective’s next qualifying third party equity financing totaling at least $50 million (excluding Lantheus’ equity investment) and other customary closing conditions and will be consummated substantially concurrently with the closing of Perspective’s next third party equity financing. The purchase price per share is also subject to adjustment based on such third party qualifying equity financing.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities of Perspective, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About VMT-α-NET

VMT-α-NET is a clinical stage targeted alpha particle therapy (TAT) radiopharmaceutical being developed for the treatment and diagnosis of somatostatin receptor subtype 2 (SSTR2) expressing neuroendocrine tumors, which are a rare and difficult-to-treat type of cancer. VMT-α-NET incorporates Perspective Therapeutics' proprietary lead-specific chelator (PSC) to bind ²⁰³Pb for SPECT imaging, and ²¹²Pb for alpha particle therapy.

About Perspective Therapeutics, Inc.

Perspective Therapeutics, Inc., is a radiopharmaceutical company that is pioneering advanced treatment applications for cancers throughout the body. The Company has a proprietary technology that utilizes the alpha emitting isotope Lead-212 to deliver powerful radiation specifically to cancer cells via specialized targeting peptides. The Company is also developing complementary imaging diagnostics that incorporate the same targeting peptides which provide the opportunity to personalize treatment and optimize patient outcomes. This "theranostic" approach enables the ability to see the specific tumor and then treat it to potentially improve efficacy and minimize toxicity associated with many other types of cancer treatments.

The Company's melanoma (VMT01) and neuroendocrine tumor (VMT-α-NET) programs have entered Phase 1/2a imaging and therapy trials for the treatment of metastatic melanoma and neuroendocrine tumors at several leading academic institutions in the United States. The Company has also developed a proprietary Lead-212 generator to secure key isotopes for clinical trial and commercial operations.

For more information, please visit the Company's website at www.perspectivetherapeutics.com.

About Lantheus

Lantheus is a leading radiopharmaceutical-focused company, delivering life-changing science to enable clinicians to Find, Fight and Follow disease to deliver better patient outcomes. Headquartered in Massachusetts with offices in New Jersey, Canada and Sweden, Lantheus has been providing radiopharmaceutical solutions for more than 65 years. For more information, visit www.lantheus.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Statements in this press release that are not statements of historical fact are forward-looking statements. Words such as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "estimate," "believe," "predict," "potential" or "continue" or the negative of these terms or other similar expressions are intended to identify forward-looking statements, though not all forward-looking statements contain these identifying words. Forward-looking statements in this press release include statements concerning, among other things: statements relating to the satisfaction of the conditions to and consummation of the proposed transactions; the expected timing of the consummation of the proposed transactions; the Company’s expectation that, with the acquisition of the radiopharmaceutical manufacturing facility, its operational capabilities will be strengthened; the Company’s expectation that its collaboration with Lantheus will bring it closer to more effective and targeted interventions against cancer; the belief that the Company’s lead-based radioisotopes potentially improve efficacy and minimize toxicity; the Company's prediction that complementary imaging diagnostics that incorporate certain targeting peptides provide the opportunity to personalize treatment and optimize patient outcomes; the Company's expectation that its "theranostic" approach enables the ability to see specific tumors and then treat it to potentially improve efficacy and minimize toxicity associated with many other types of cancer treatments; the Company's clinical development plans and the expected timing thereof; the potential functionality, capabilities, and benefits of the Company's product candidates and the potential application of these product candidates for other disease indications; the Company's expectations, beliefs, intentions, and strategies regarding the future; and other statements that are not historical fact.

The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause the Company's actual results to differ materially from the results described in or implied by the forward-looking statements, including, without limitation: the risk that the conditions to the closing of the proposed transaction are not satisfied; uncertainties as to the timing of the consummation of the proposed transactions; the Company’s and Lantheus’s respective businesses; the Company’s ability to complete the third party qualified financing; the pricing of the financing; the Company's ability to continue as a going concern; the potential that regulatory authorities may not grant or may delay approval for the Company's product candidates; uncertainties and delays relating to the design, enrollment, completion, and results of clinical trials; unanticipated costs and expenses; early clinical trials may not be indicative of the results in later clinical trials; clinical trial results may not support regulatory approval or further development in a specified indication or at all; actions or advice of regulatory authorities may affect the design, initiation, timing, continuation and/or progress of clinical trials or result in the need for additional clinical trials; the Company's ability to obtain and maintain regulatory approval for the Company's product candidates; delays, interruptions or failures in the manufacture and supply of the Company's product candidates; the size and growth potential of the markets for the Company's product candidates, and the Company's ability to service those markets; the Company's cash and cash equivalents may not be sufficient to support its operating plan for as long as anticipated; the Company's expectations, projections and estimates regarding expenses, future revenue, capital requirements, and the availability of and the need for additional financing; the Company's ability to obtain additional funding to support its clinical development programs; the availability or potential availability of alternative products or treatments for conditions targeted by the Company that could affect the availability or commercial potential of its product candidates; the ability of the Company to manage growth and successfully integrate its businesses; the Company's ability to maintain its key employees; whether there is sufficient training and use of the Company's products and product candidates; the market acceptance and recognition of the Company's products and product candidates; the Company's ability to maintain and enforce its intellectual property rights; the Company's ability to maintain its therapeutic isotope supply agreement with the Department of Energy; the Company's ability to continue to comply with the procedures and regulatory requirements mandated by the FDA for additional trials, Phase 1 and 2 approvals, FDA Fast Track approvals, and 510(k) approval and reimbursement codes; and any changes in applicable laws and regulations. Other factors that may cause the Company's actual results to differ materially from those expressed or implied in the forward-looking statements in this press release are described under the heading "Risk Factors" in the Company's most recent Transition Report on Form 10-KT and the Company's most recent Quarterly Report on Form 10-Q, each filed with the Securities and Exchange Commission (the "SEC"), in the Company's other filings with the SEC, and in the Company's future reports to be filed with the SEC and available at www.sec.gov. Forward-looking statements contained in this news release are made as of this date. Unless required to do so by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Media and Investor Relations Contacts:

Russo Partners, LLC

Nic Johnson

nic.johnson@russopartnersllc.com

Adanna G. Alexander, Ph.D.

adanna.alexander@russopartnersllc.com

Harrison Seidner, Ph.D.

harrison.seidner@russopartnersllc.com

Document And Entity Information	Jan. 08, 2024
Document Information [Line Items]
Entity, Registrant Name	Perspective Therapeutics, Inc.
Document, Type	8-K
Document, Period End Date	Jan. 08, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-33407
Entity, Tax Identification Number	41-1458152
Entity, Address, Address Line One	2401 Elliott Avenue, Suite 320
Entity, Address, City or Town	Seattle
Entity, Address, State or Province	WA
Entity, Address, Postal Zip Code	98121
City Area Code	206
Local Phone Number	676-0900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	CATX
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000728387