Perspective Therapeutics Inc
For the period ended Apr 18, 2024. Filed Apr 18, 2024.
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Apr 18, 2024 · Filed Apr 18, 2024
Contents
Proposal Background
The Board has unanimously approved, and recommended that our stockholders approve, an amendment to our Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) to effect a reverse stock split at a ratio of 1-for-10 (the “Reverse Stock Split” and, such amendment to our Certificate of Incorporation, the “Reverse Stock Split Amendment”). If the stockholders approve the Reverse Stock Split and the Board decides to implement it, the Reverse Stock Split will become effective at the effective time set forth in the Reverse Stock Split Amendment to be filed with the Secretary of State of the State of Delaware.
The Reverse Stock Split will be realized simultaneously for all outstanding shares of common stock and the ratio will be the same for all outstanding shares of common stock. The Reverse Stock Split will affect all holders of our common stock uniformly and each stockholder will hold the same percentage of common stock outstanding immediately following the Reverse Stock Split as that stockholder held immediately prior to the Reverse Stock Split, except for adjustments that may result from the treatment of fractional shares as described below. The Reverse Stock Split Amendment will not change the total number of authorized shares of common stock, and the par value of the common stock will remain at $0.001 per share. The number of authorized shares of preferred stock will also remain the same.
The Board unanimously approved and recommended seeking stockholder approval of this Proposal 2 on April 7, 2024. The Board may determine in its discretion not to effect any reverse stock split and not to file the Reverse Stock Split Amendment. Subject to approval of the Reverse Stock Split Amendment through the approval of this Proposal 2, no further action on the part of our stockholders will be required to either implement or abandon the Reverse Stock Split. As detailed below, if the Board does not effect the Reverse Stock Split by filing the Reverse Stock Split Amendment on or before May 31, 2025, the Board will no longer be permitted to effect the reverse stock split as the authority of the Board to effect the reverse stock split will expire on May 31, 2025.
The Board’s determination as to whether and when to effect the Reverse Stock Split will be based on a number of factors, including the closing bid price for our common stock, prevailing market conditions, existing and expected trading prices for our common stock, actual or forecasted results of operations, and the likely effect of such results on the market price of our common stock.
The Reverse Stock Split is not being proposed in response to any effort of which we are aware to accumulate shares of our common stock or obtain control of the Company, nor is it a plan by management to recommend a series of similar actions to our Board or our stockholders.
There are certain risks associated with a reverse stock split, and we cannot accurately predict whether, or assure that, the Reverse Stock Split will produce or maintain the desired results (for more information on the risks, see the section below entitled “Certain Risks Associated with the Reverse Stock Split”). However, our Board believes that the benefits to the Company and our stockholders outweigh the risks and recommends that you vote in favor of the Reverse Stock Split.
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