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): March 28, 2024

Perspective Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction
of Incorporation)

001-33407
(Commission
File Number)

41-1458152
(IRS Employer
Identification No.)

2401 Elliott Avenue, Suite 320, Seattle, Washington 98121

(Address of Principal Executive Offices) (Zip Code)

(206) 676-0900

(Registrant’s telephone number, including area code)

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, $0.001 par value	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

On March 28, 2024, Perspective Therapeutics, Inc. (the “Company”), Isoray Medical, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Medical”), and GT Medical Technologies, Inc., a Delaware corporation (“GT Medical”) entered into Amendment No. 1 to Asset Purchase Agreement (the “Amendment”), which amends the Asset Purchase Agreement entered into by and among the parties on December 7, 2023 (the “Agreement”).

The Amendment changes the Termination Date, as defined in the Agreement, from March 31, 2024, to April 30, 2024.

The above description is only a summary of the material terms of the Amendment, does not purport to be a complete description of the Amendment, and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 2.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

	2.1	Amendment No. 1 to Asset Purchase Agreement, dated March 28, 2024, by and among Isoray Medical, Inc., GT Medical Technologies, Inc., and Perspective Therapeutics, Inc.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Dated: April 3, 2024

Perspective Therapeutics, Inc., a Delaware corporation

By:	/s/ Johan (Thijs) Spoor
	Johan (Thijs) Spoor Chief Executive Officer

Exhibit 2.1

CONFIDENTIAL

AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT

This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this "Amendment”), dated as of March 28, 2024, is by and among Isoray Medical, Inc., a Delaware corporation (“Seller”), Perspective Therapeutics, Inc., a Delaware corporation (“Seller Parent”), and GT Medical Technologies, Inc., a Delaware corporation (“Buyer,” and together with Seller and Seller Parent, the “Parties”).

RECITALS

WHEREAS, Seller, Seller Parent and Buyer entered into that certain Asset Purchase Agreement (the “Agreement”), dated as of December 7, 2023;

WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings given to such terms in the Agreement;

WHEREAS, pursuant to Section 10.3(b) of the Agreement, any provision of the Agreement may be amended prior to the Closing if such amendment is in writing and is signed by each party to the Agreement; and

WHEREAS, in accordance with Section 10.3(b) of the Agreement, Seller, Seller Parent and Buyer desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties, intending to be legally bound, agree as follows:

1.	Amendments. Section 11.1(e) of the Agreement is hereby amended and restated as follows:

	“(e) Buyer or Seller if the Closing shall not have occurred on or prior to April 30, 2024 (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(e) shall not be available to a Party if the failure of the Closing to have been consummated on or before the Termination Date was primarily due to the failure of such Party to perform any of its obligations under this Agreement (which failure constitutes a breach by such Party).”

2.	No Other Change. Except as expressly amended hereby, the Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall not be affected hereby and shall continue in full force and effect.

3.	Effect of Amendment. This Amendment shall form a part of the Agreement for all purposes, and each Party shall be bound hereby. From and after the execution of this Amendment by the Parties, any reference to the Agreement shall be deemed a reference to the Agreement as amended hereby.

4.	Miscellaneous. Sections 10.1, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, 10.10, 10.12, 10.13 and 10.14 of the Agreement are incorporated by reference into this Amendment and shall apply to this Amendment mutatis mutandis.

(Signature Pages Follow)

IN WITNESS WHEREOF, the undersigned Parties have executed and delivered this Amendment as of the date first written above.

ISORAY MEDICAL, INC.

By		/s/ Johan (Thijs) Spoor
		Name: Johan (Thijs) Spoor
		Title: Chief Executive Officer and President

PERSPECTIVE THERAPEUTICS, INC.

By		/s/ Johan (Thijs) Spoor
		Name: Johan (Thijs) Spoor
		Title: Chief Executive Officer

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned Parties have executed and delivered this Amendment as of the date first written above.

GT MEDICAL TECHNOLOGIES, INC.

By		/s/ Per Langoe
		Name: Per Langoe
		Title: Chief Executive Officer

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT]

Document And Entity Information	Mar. 28, 2024
Document Information [Line Items]
Entity, Registrant Name	Perspective Therapeutics, Inc.
Document, Type	8-K
Document, Period End Date	Mar. 28, 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