Perspective Therapeutics Inc

DEF 14A 1 catx-2024-def_14a-proxy.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

April 18, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders, and any adjournment, postponement or other delay thereof (the “Annual Meeting”), of Perspective Therapeutics, Inc., a Delaware corporation (“Perspective,” “Company,” “we” or “us”), which will be held at 2401 Elliott Avenue, Suite 320, Seattle, WA 98121 at 9:00 a.m. Pacific Time on Friday, May 31, 2024, for the following purposes:

To elect five directors to the Company’s board of directors (the “Election Proposal”);

To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding shares of common stock at a ratio of 1:10 (the “Reverse Stock Split”), with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion (the “Reverse Stock Split Proposal”);

To ratify the appointment of WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (the “Auditor Ratification Proposal”);

To approve the Company’s Third Amended and Restated 2020 Equity Incentive Plan (the “Plan”) (the “Equity Incentive Plan Proposal”); and

To conduct any other business properly brought before the Annual Meeting.

The Board unanimously recommends that you vote“FOR ALL” on the Election Proposal,“FOR” the Reverse Stock Split Proposal, “FOR” the Auditor Ratification Proposal and “FOR” the Equity Incentive Plan Proposal.

The enclosed Notice of Annual Meeting and Proxy Statement describes the formal business to be transacted at the Annual Meeting. This Notice of Annual Meeting, Proxy Statement and accompanying proxy card are being mailed on or prior to April 19, 2024, to stockholders of record on April 5, 2024.

The Company’s principal executive office is 2401 Elliott Avenue, Suite 320, Seattle, WA 98121.

As we have done in the past, this year, in accordance with SEC rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a notice with instructions for accessing the proxy materials and voting via the Internet. The notice also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We believe this procedure makes the proxy distribution process more efficient, less costly and helps in conserving natural resources.

Whether or not you expect to attend the Annual Meeting in person, we urge you to vote your shares of our common stock as soon as possible. You may vote prior to the Annual Meeting via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. Voting by any of these methods will ensure your representation at the meeting and will help ensure the presence of a quorum at the meeting. If you do attend the Annual Meeting, you may change your vote by voting personally on each matter brought before the meeting. If you hold your shares of our common stock in “street name” through a broker, bank or other nominee, you should instruct your broker, bank or other nominee how to vote your shares of our common stock in accordance with the voting instruction form that you will receive from your broker, bank or other nominee.

Your vote is important. Whether or not you are able to attend the Annual Meeting in person, it is important that your shares be represented at the Annual Meeting. Accordingly, we ask that you please vote over the Internet or by telephone at your earliest convenience, or, if you receive a proxy card and a voting instruction form by mail, that you complete, sign and date the proxy card or voting information form and return it in the enclosed envelope (to which no postage need be affixed if mailed in the United States) as soon as possible. If you do attend the Annual Meeting, you may change your vote by voting personally on each matter brought before the meeting.

We look forward to seeing you at the Annual Meeting.

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If You Plan to Attend in Person:

Please note that space limitations make it necessary to limit attendance to stockholders. Admission to the meeting will be on a first-come, first-served basis. Stockholders holding shares of our common stock in “street name” through a broker, bank or other nominee will need to obtain a legal proxy from their broker, bank or other nominee in order to enter the meeting. Cameras, recording devices and other electronic equipment will not be permitted in the meeting.

Sincerely,

/s/ Johan (Thijs) Spoor

Johan (Thijs) Spoor

Chief Executive Officer

Perspective Therapeutics Inc.

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NOTICE OF 2024 ANNUAL MEETING

OF STOCKHOLDERS

ITEMS OF BUSINESS

To consider and vote on a proposal to elect five directors of Perspective Therapeutics Inc., a Delaware corporation (“Perspective” or the “Company”) to hold office until the Company’s 2025 Annual Meeting of Stockholders and until his or her successor has been elected and qualified (the “Election Proposal”).

To consider and vote on a proposal to amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding shares of common stock at a ratio of 1:10 (the “Reverse Stock Split”), with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion (the “Reverse Stock Split Proposal”).

To consider and vote on a proposal to ratify the appointment of WithumSmith+Brown, PC (“Withum”) as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 (the “Auditor Ratification Proposal”).

To consider and vote on a proposal to approve the Company’s Third Amended and Restated 2020 Equity Incentive Plan (the “Equity Incentive Plan Proposal”).

To take action on any other business that may properly be considered at the Annual Meeting or any adjournment thereof.

RECOMMENDATIONS

The Board of Directors recommends that you vote “FOR ALL” for the election of each nominee for the Board of Directors in Proposal 1 and “FOR” Proposals 2, 3 and 4.

ADJOURNMENTS AND POSTPONEMENTS

Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

RECORD DATE

You may vote at the Annual Meeting if you were a stockholder of record of our common stock at the close of business on April 5, 2024. If your shares are held through a broker, bank or other nominee, that organization is considered the record holder for purposes of voting at the Annual Meeting and will provide you with instructions on how you can direct that organization to vote your shares.

VOTING

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the accompanying Proxy Statement and vote as soon as possible. For specific instructions on how to vote your shares of our common stock, please refer to the instructions in the accompanying Notice of Internet Availability of Proxy Materials and the section entitled“General Information About the Annual Meeting and Voting” beginning on page 2 of the accompanying Proxy Statement.

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ADMISSION

Space limitations make it necessary to limit attendance at the Annual Meeting to stockholders. If your shares of our common stock are held through a broker, bank or other nominee and you wish to attend the Annual Meeting, you must obtain a legal proxy from that organization confirming your beneficial ownership of the shares as of the record date and bring it to the Annual Meeting. Admission to the Annual Meeting will be on a first-come, first-served basis. Cameras and recording devices and other electronic equipment will not be permitted at the Annual Meeting.

By Order of the Board of Directors,

/s/ Mark Austin

Mark Austin

Secretary

This Notice of Annual Meeting, Proxy Statement, and accompanying proxy card

are being mailed on or prior to April 19, 2024.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 31, 2024:

Under rules adopted by the Securities and Exchange Commission (the “SEC”), we are providing access to our 2024 Annual Meeting materials, which include the accompanying Proxy Statement, a form of proxy card and our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Report on Form 10-K”), over the Internet in lieu of mailing printed copies at www.proxyvote.com. We will begin mailing a “Notice of Internet Availability of Proxy Materials” (which is different than this Notice of Annual Meeting of Stockholders) to our stockholders on or prior to April 19, 2024. The Notice of Internet Availability of Proxy Materials will contain instructions on how to access and review the Annual Meeting materials and vote online. The Notice of Internet Availability of Proxy Materials also will contain instructions on how you can request a printed copy of the Annual Meeting materials, including a proxy card if you are a record holder or a voting instruction form if you are a beneficial owner.

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TABLE OF CONTENTS

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PROXY STATEMENT

Annual Meeting of Stockholders

May 31, 2024

We are providing these proxy materials in connection with the solicitation by the Board of Directors (the “Board”) of Perspective Therapeutics, Inc., a Delaware corporation (“Perspective,” the “Company,” “we” or “us”), of proxies to be voted at the Annual Meeting of Stockholders to be held at 2401 Elliott Avenue, Suite 320, Seattle, WA 98121 at 9:00 a.m. Pacific Time on Friday, May 31, 2024 (the “Annual Meeting”), and at any adjournment or postponement of the Annual Meeting. These proxy materials will be mailed on or prior to April 19, 2024, to stockholders entitled to vote at the Annual Meeting. This proxy is solicited on behalf of the Board.