Perspective Therapeutics Inc

Effective April 7, 2024, the Board, at the recommendation of the Compensation Committee, unanimously adopted, subject to stockholder approval, the Company’s Third Amended and Restated 2020 Equity Incentive Plan (the “Plan”), previously approved by the Company’s stockholders on December 7, 2021, December 13, 2022 and October 6, 2023. The Plan is attached as Annex B to this Proxy Statement.

The primary purpose of the Plan is to promote the interests of the Company and its stockholders by, among other things, (i) attracting and retaining key officers, employees and directors of, and consultants to, the Company and its affiliates, (ii) enabling such individuals to participate in the long-term growth and financial success of the Company, (iii) encouraging ownership of stock in the Company by such individuals, and (iv) linking their compensation to the long-term interests of the Company and its stockholders.

The only material changes made by the Equity Incentive Plan Proposal are to:

(a)

increase the number of shares of common stock available for the grant of awards under the Plan by 48,700,923 for a total of 125,000,000 available shares of common stock; and

(b)

adjust the “evergreen” provision, such that the number of shares of common stock available for the grant of awards under the Plan will automatically increase on January 1 of each year in an amount equal to five percent (5%) of the number of shares of common stock issued and outstanding on December 31 of the immediately preceding year (subject to adjustment in the event of stock splits and other similar events); provided, however, that the Board may act prior to January 1 of a given year to provide that there will be no increase in the share limit for such year or provide that the increase for such year will be a lesser number of shares of common stock.

Notwithstanding the foregoing, and subject to adjustment in the event of stock splits and other similar events (including the Reverse Stock Split), no more than 125,000,000 shares of common stock shall be available for the grant of incentive stock options under the Plan.

Our general compensation philosophy is that long-term stock-based incentive compensation should strengthen and align the interests of our officers and employees with our stockholders. We believe that the utilization of stock options has historically been effective over the years in enabling us to attract and retain the talent critical to the Company and would like to expand the use of all types of equity to provide incentives to a greater number of our employees by increasing the number of shares of common stock available for such incentives.

The Plan is designed to provide officers, employees, consultants and directors of the Company and its affiliates with incentives to promote the growth and performance of the Company. Most of the companies with which the Company competes for directors and management-level employees are public companies that offer equity compensation as part of their overall director and officer compensation programs. The Plan gives us the flexibility we need to continue to attract and retain highly qualified individuals by offering a competitive compensation program linked to the performance of our common stock.

The Plan includes a variety of award types that we may grant, including shares of restricted stock, stock appreciation rights (“SARs”), stock options, and restricted stock units (“RSUs”).

As of April 1, 2024, we had 76,299,077 shares of common stock authorized for grants under the Company’s Second Amended and Restated 2020 Equity Incentive Plan (the “Second Amended and Restated Plan”), which included 20,299,077 shares of common stock that were added to the Second Amended and Restated Plan on April 1, 2024 pursuant to the existing “evergreen” provision.

If the Equity Incentive Plan Proposal is approved by the Company’s stockholders, the Plan will authorize an aggregate of 125,000,000 shares of common stock (subject to adjustment in the event of stock splits and other similar events, including the Reverse Stock Split) for the grant of awards under the Plan. With 51,411,210 shares of common stock already granted by awards under the Plan as of April 2, 2024, the total available, if the Equity Incentive Plan Proposal is approved, will be 73,588,790 shares of common stock.

In addition, if the Equity Incentive Plan Proposal is approved by the Company’s stockholders, on each January 1 after the date of the Annual Meeting, unless the Board determines otherwise, the number of shares of common stock available for the grant of awards under the Plan will automatically increase in an amount equal to five percent (5%) of the number of shares of common stock issued and outstanding on December 31 of the immediately preceding year (subject to adjustment in the event of stock splits and other similar events); provided, however, that the Board may act prior to January 1 of a given year to provide that there will be no increase in the share limit for such year or provide that the increase for such year will be a lesser number of shares of common stock.

We believe this increase is necessary due to our expanding asset portfolio (preclinical and clinical) and the encouraging success of our preclinical and clinical assets, along with the accompanying increase in personnel, including hiring for many positions that were previously outsourced to clinical research organizations, as we believe we will be able to reduce our overall costs through these personnel hires. Based on our current incentive programs and our current plans for the future growth of our company, we believe the updated share authorization plus the annual “evergreen” increase will enable us to implement our long-term stock incentive program for at least the next five years.

If the Equity Incentive Plan Proposal is not approved, the Second Amended and Restated Plan will continue in effect, but we may become unable to provide long-term, stock-based incentives to present and future employees, officers, directors and consultants consistent with our current compensation philosophies and objectives, and management believes we will not remain competitive without substantial increase in our salaries.

The Board believes that the future success of the Company depends, in large part, upon the ability of the Company to maintain a competitive position in attracting, retaining and motivating key personnel.

The following discussion summarizes the material features of the Plan, as amended, and is qualified in its entirety by reference to the text of the Plan attached as Annex B to this Proxy Statement.