As filed with the Securities and Exchange Commission on August 13, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PERSPECTIVE THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
| 41-1458152 |
(State or Other Jurisdiction of Incorporation or Organization)
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| (I.R.S. Employer Identification No.) |
2401 Elliott Avenue, Suite 320, Seattle, Washington |
| 98121 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Perspective Therapeutics, Inc. Third Amended and Restated 2020 Equity Incentive Plan
(Full Title of the Plan)
Johan (Thijs) Spoor
Chief Executive Officer
Perspective Therapeutics, Inc.
2401 Elliott Avenue, Suite 320
Seattle, Washington 98121
(Name and Address of Agent For Service)
(206) 676-0900
(Telephone Number, Including Area Code, of Agent For Service)
With Copies to:
Andrew L. Strong, Esq. | Chris Nenno, Esq. General Counsel Perspective Therapeutics, Inc. 2401 Elliott Avenue, Suite 320 Seattle, Washington 98121
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ |
| Accelerated filer | ☐ |
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Non-accelerated filer | ☒ |
| Smaller reporting company | ☒ |
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| 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 7(a)(2)(B) of the Securities Act. ☐
MACROBUTTON DocID \\4137-8268-2192 v4
EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8, this registration statement on Form S-8 is being filed by Perspective Therapeutics, Inc., a Delaware corporation (the “Registrant”), to register 4,870,092 additional shares of the Registrant’s common stock, $0.001 par value per share (the “Common Stock”), issuable under the Registrant’s Third Amended and Restated 2020 Equity Incentive Plan (the “2020 Plan”), which was approved by the Registrant’s stockholders at the Registrant’s 2024 Annual Meeting of Stockholders on May 31, 2024. Pursuant to General Instruction E to Form S-8, this registration statement incorporates by reference the contents of: (i) the registration statement on Form S-8 (File No. 333-278412) filed by the Registrant on April 1, 2024 relating to the 2020 Plan; (ii) the registration statement on Form S-8 (File No. 333-273796) filed by the Registrant on August 8, 2023 relating to the 2020 Plan; (iii) the registration statement on Form S-8 (File No. 333-262413) filed by the Registrant on January 28, 2022 relating to the 2020 Plan; and (iv) the registration statement on Form S-8 (File No. 333-236024) filed by the Registrant on January 23, 2020 relating to the 2020 Plan, in each case, except to the extent supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Registrant filed with the Securities and Exchange Commission (the “Commission”) are incorporated by reference in this registration statement as of their respective dates:
All reports and other documents filed by the Registrant after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents, except for the documents, or portions thereof, that are “furnished” rather than filed with the Commission.
For the purposes of this registration statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 8. Exhibits.
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Exhibit No. |
| Description |
4.1 | ||
4.2 |
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4.3 | ||
4.4 |
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5.1* | ||
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23.1* | Consent of Assure CPA, LLC, independent registered public accounting firm. | |
23.2* | ||
24.1* | ||
107* |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on this 13th day of August, 2024.
| PERSPECTIVE THERAPEUTICS, INC. | |
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| By: | /s/ Johan (Thijs) Spoor |
| Name: | Johan (Thijs) Spoor |
| Title: | Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Johan (Thijs) Spoor and Jonathan Hunt as his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
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/s/ Johan (Thijs) Spoor |
| Chief Executive Officer & Director (Principal Executive Officer) |
| August 13, 2024 |
Johan (Thijs) Spoor |
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/s/ Jonathan Hunt |
| Chief Financial Officer (Co-Principal Financial Officer) |
| August 13, 2024 |
Jonathan Hunt |
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/s/ Mark J. Austin |
| Vice President of Finance and Corporate Controller |
| August 13, 2024 |
Mark J. Austin |
| (Co-Principal Financial Officer and Principal Accounting Officer) |
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/s/ Lori A. Woods |
| Chairperson of the Board of Directors |
| August 13, 2024 |
Lori A. Woods |
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/s/ Heidi Henson |
| Director |
| August 13, 2024 |
Heidi Henson |
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/s/ Frank Morich, M.D., Ph.D. |
| Director |
| August 13, 2024 |
Frank Morich, M.D., Ph.D. |
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/s/ Robert F. Williamson, III |
| Director |
| August 13, 2024 |
Robert F. Williamson, III |
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