isr20240116_424b5.htm

424B5 1 isr20240118_424b5.htm FORM 424B5 isr20240116_424b5.htm

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-275638

Prospectus Supplement

(To prospectus dated December 14, 2023)

132,075,218 Shares of Common Stock

Pre-Funded Warrants to Purchase 30,086,944 Shares of Common Stock

We are offering 132,075,218 shares of our common stock and, in lieu of common stock to certain investors that so choose, pre-funded warrants to purchase 30,086,944 shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus. The purchase price of each pre-funded warrant will equal the price per share at which shares of our common stock are being sold to the public in this offering, minus $0.001, and the exercise price of each pre-funded warrant will equal $0.001 per share. This prospectus supplement also relates to the offering of the shares of our common stock issuable upon the exercise of such pre-funded warrants.

Our common stock is traded on the NYSE American under the ticker symbol “CATX”. On January 17, 2024, the closing price of our common stock was $0.44 per share. There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. We do not intend to list the pre-funded warrants on the NYSE American or any other national securities exchange or nationally recognized trading system.

We are selling to Lantheus Alpha Therapy, LLC (“Lantheus”), an accredited investor, 56,342,355 shares of our common stock in a previously announced concurrent private placement transaction (the “Private Placement”). The shares will be sold to Lantheus at a price per share equal to the public offering price. The Private Placement is expected to close concurrently with this offering. The closing of the Private Placement is contingent upon the closing of this offering, however the closing of this offering is not contingent upon the closing of the Private Placement. For more information on the Private Placement, see the section of this prospectus supplement entitled “Concurrent Private Placement.”

	Per Share		Per Pre-Funded Warrant		Total
Public offering price	$	0.370	$	0.369	$	59,969,913
Underwriting discounts and commissions⁽¹⁾	$	0.028	$	0.028	$	4,497,743
Proceeds to Perspective Therapeutics, Inc., before expenses	$	0.342	$	0.341	$	55,472,170

(1) See the section entitled “Underwriting” beginning on page S-28 of this prospectus supplement for additional information regarding total underwriting compensation.


ABOUT THIS PROSPECTUS SUPPLEMENT	S-i
PROSPECTUS SUPPLEMENT SUMMARY	S-ii
THE OFFERING	S-5
RISK FACTORS	S-8
NOTE REGARDING FORWARD-LOOKING STATEMENTS	S-13
USE OF PROCEEDS	S-15
DESCRIPTION OF COMMON STOCK	S-16
DESCRIPTION OF PRE-FUNDED WARRANTS	S-18
DILUTION	S-16
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	S-22
UNDERWRITING	S-28
CONCURRENT PRIVATE PLACEMENT	S-35
LEGAL MATTERS	S-36
EXPERTS	S-36
WHERE YOU CAN FIND MORE INFORMATION	S-36
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	S-37


ABOUT THIS PROSPECTUS	ii
FORWARD-LOOKING STATEMENTS	1
MARKET, INDUSTRY AND OTHER DATA	3
SUMMARY	4
RISK FACTORS	6
USE OF PROCEEDS	6
PLAN OF DISTRIBUTION	7
GENERAL DESCRIPTION OF OUR SECURITIES	9
DESCRIPTION OF OUR COMMON STOCK	10
DESCRIPTION OF OUR PREFERRED STOCK	14
DESCRIPTION OF OUR WARRANTS	16
DESCRIPTION OF OUR DEBT SECURITIES	17
DESCRIPTION OF OUR UNITS	21
WHERE YOU CAN FIND MORE INFORMATION	22
INCORPORATION BY REFERENCE	22
LEGAL MATTERS	22
EXPERTS	22

Common Stock Offered By Us	132,075,218 shares of our common stock (or 156,399,542 shares of our common stock if the underwriters exercise their option to purchase additional shares of our common stock in full).

Pre-Funded Warrants Offered By Us	We are also offering, in lieu of common stock to certain investors, pre-funded warrants to purchase 30,086,944 shares of our common stock. The purchase price of each pre-funded warrant will equal the price per share at which shares of our common stock are being sold to the public in this offering, minus $0.001, and the exercise price of each pre-funded warrant will equal $0.001 per share. Each pre-funded warrant will be exercisable from the date of issuance until the date the warrant is exercised in full, subject to an ownership limitation. See the section entitled “Description of Pre-Funded Warrants.” This prospectus supplement also relates to the offering of the shares of our common stock issuable upon the exercise of such pre-funded warrants.

Option To Purchase Additional Shares	We have granted the underwriters an option, exercisable for 30 days from the date of the final prospectus supplement, to purchase up to an additional 24,324,324 shares of our common stock from us at the public offering price, less underwriting discounts and commissions.

Concurrent Private Placement	In the Private Placement, we are also selling 56,342,355 shares of our common stock. The shares will be sold to Lantheus at a price per share equal to the public offering price. The Private Placement is expected to close concurrently with this offering. The closing of the Private Placement is contingent upon the closing of this offering, however the closing of this offering is not contingent upon the closing of the Private Placement.

Common Stock To Be Outstanding Immediately After This Offering And the Concurrent Private Placement	468,988,599 shares (or 493,312,923 shares if the underwriters exercise their option to purchase additional shares of our common stock in full).

Use of Proceeds	We estimate that our net proceeds from this offering will be approximately $55.0 million, or $63.3 million if the option to purchase additional shares is exercised in full by the underwriters, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We estimate that our net proceeds from the Private Placement will be approximately $20.8 million.

	We intend to use the net proceeds from this offering and the Private Placement 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. We may also use a portion of the net proceeds from this offering and the Private Placement to acquire or invest in complementary businesses, technologies, product candidates or other intellectual property, although we have no present commitments or agreements to do so. See the section entitled “Use of Proceeds.”

Risk Factors	An investment in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page S-8 of this prospectus supplement, and under similar headings in other documents filed after the date hereof and incorporated by reference into this prospectus supplement and the accompanying prospectus.

NYSE American Symbol	Our common stock is listed on NYSE American under the symbol “CATX”. There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. We do not intend to list the pre-funded warrants on the NYSE American or any other national securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the pre-funded warrants will be limited. See the section entitled “Description of Pre-Funded Warrants.”

Offering price per share in this offering			$	0.37
Net tangible book value per share as of September 30, 2023	$	0.08
Increase in net tangible book value per share attributable to purchasers in this offering and the Private Placement	$	0.11
As-adjusted net tangible book value per share immediately after this offering and the Private Placement			$	0.19
Dilution per share to purchasers in this offering and the Private Placement			$	0.18

	Number of Shares of Common Stock		Number of Pre-Funded Warrants
Oppenheimer & Co. Inc.		85,848,892		19,556,514
B. Riley Securities, Inc.		46,226,326		10,530,430
Total		132,075,218		30,086,944

	PER SHARE		PER PRE-FUNDED WARRANT		TOTAL WITHOUT OPTION EXERCISE		TOTAL WITH OPTION EXERCISE
Public offering price	$	0.370	$	0.369	$	59,969,913	$	68,969,913
Underwriting discount and commissions⁽¹⁾	$	0.028	$	0.028	$	4,497,743	$	5,172,743
Proceeds, before expenses, to us	$	0.342	$	0.341	$	55,472,170	$	63,797,170

	•		Stabilizing transactions — The representative may make bids or purchases for the purpose of pegging, fixing or maintaining the price of the shares of common stock, so long as stabilizing bids do not exceed a specified maximum.

	•		Penalty bids — If the representative purchases shares of common stock in the open market in a stabilizing transaction or syndicate covering transaction, it may reclaim a selling concession from the underwriters and selling group members who sold those shares of common stock as part of this offering.

	•		Passive market making — Market makers in the shares of common stock who are underwriters or prospective underwriters may make bids for or purchases of shares of common stock, subject to limitations, until the time, if ever, at which a stabilizing bid is made.

	Page
ABOUT THIS PROSPECTUS	ii
FORWARD-LOOKING STATEMENTS	1
MARKET, INDUSTRY AND OTHER DATA	3
SUMMARY	4
RISK FACTORS	6
USE OF PROCEEDS	6
PLAN OF DISTRIBUTION	7
GENERAL DESCRIPTION OF OUR SECURITIES	9
DESCRIPTION OF OUR COMMON STOCK	10
DESCRIPTION OF OUR PREFERRED STOCK	14
DESCRIPTION OF OUR WARRANTS	16
DESCRIPTION OF OUR DEBT SECURITIES	17
DESCRIPTION OF OUR UNITS	21
WHERE YOU CAN FIND MORE INFORMATION	22
INCORPORATION BY REFERENCE	22
LEGAL MATTERS	22
EXPERTS	22

SEC Form 424B5 filed by IsoRay Inc.