Exhibit 4.1
FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK
Warrant No. [•]
Number of Shares: [•]
(subject to adjustment)
Original Issue Date: [•], 2024
Perspective Therapeutics, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [•] or its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [•] shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.001 per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date of the filing and effectiveness of a charter amendment with the Secretary of State of the State of Delaware (the “Charter Amendment”) evidencing the Stockholder Approval (as defined in Section 8) (the “Exercise Date”), subject to the following terms and conditions:
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X = Y [(A-B)/A]
where:
“X” equals the number of Warrant Shares to be issued to the Holder;
“Y” equals the total number of Warrant Shares with respect to which this Warrant is then being exercised;
“A” equals the Closing Sale Price of the shares of Common Stock as of the Trading Day on the date immediately preceding the Exercise Date; and
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“B” equals the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.
In the event that the Registration Statement or another registration statement registering the issuance of Warrant Shares is, for any reason, not effective at the time of exercise of this Warrant, then the Warrant may only be exercised through a cashless exercise, as set forth in this Section 10. Except as set forth in Section 5(b) (Buy-In remedy), Section 12(b) (Default Buy-in remedy) and Section 12 (payment of cash in lieu of fractional shares), in no event will the exercise of this Warrant be settled in cash.
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(i) If to the Company, to:
Perspective Therapeutics, Inc.
2401 Elliott Avenue, Suite 320
Seattle, WA 98121
Attention: Thijs Spoor, President & CEO
Email: [***]
with a copy to (which will not constitute notice):
Hogan Lovells US LLP
609 Main St Suite 4200
Houston, TX 77002
Attention: Andrew Strong & Stephen Nicolai
Email: andrew.strong@hoganlovells.com, stephen.nicolai@hoganlovells.com
(ii) if to the Holder, at such address or other contact information delivered by the Holder to Company or as is on the books and records of the Company.
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In connection with the delivery of any exercise or assignment of this Warrant, no ink-original Exercise Notice or assignment form, as applicable, shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Form or assignment form be required.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.
PERSPECTIVE THERAPEUTICS, INC. |
By: |
Name: |
Title: |
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SCHEDULE 1
FORM OF EXERCISE NOTICE
[To be executed by the Holder to purchase shares of Common Stock under the Warrant]
Ladies and Gentlemen:
☐ Cash Exercise
☐ “Cashless Exercise” under Section 10 of the Warrant
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Dated: |
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Name of Holder: |
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By: |
Name: |
Title: |
(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)