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Perspective Therapeutics Inc

For the period ended Dec 31, 2023. Filed Mar 28, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 28, 2024

CATX$0.79-8.1%Stored close · as of Nov 10, 2026

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Notes to the Consolidated Financial Statements

Perspective Therapeutics****, Inc.**

Notes to Consolidated Financial Statements

1.Organization

Perspective Therapeutics, Inc. ("Perspective Therapeutics" or the "Company") (formerly known as Isoray, Inc. and Century Park Pictures Corporation) was incorporated in Minnesota in1983. On* July 28, 2005,Isoray Medical, Inc. ("Isoray") became a wholly owned subsidiary of Perspective Therapeutics pursuant to a merger. In December 2018,upon approval of a majority of stockholders, Perspective Therapeutics was redomiciled to Delaware. Isoray was formed under Delaware law on June 15, 2004,and on October 1, 2004,acquiredtwo* affiliated predecessor companies which began operations in1998. Isoray, a Delaware corporation, develops, manufactures and sells isotope-based medical products and devices for the treatment of cancer and other malignant diseases. Isoray is headquartered in Richland, Washington.

Isoray International, LLC ("International"), a Washington limited liability company, was formed on* November 27, 2007,*and is a wholly owned subsidiary of Perspective Therapeutics.

On* February 3, 2023,the Company completed the merger of Isoray Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company, with Viewpoint Molecular Targeting, Inc. (“Viewpoint”) (such transaction being the “Merger”). Pursuant to the Merger, the Company issued 136,545,075 shares of common stock, representing approximately 49% of its fully diluted outstanding capital stock. Viewpoint is an alpha-particle radiopharmaceutical company in the alpha-emitter market developing oncology therapeutics and complementary imaging agents. For additional information, see Note3,* Merger with Viewpoint Molecular Targeting, Inc.

On* February 6, 2023,the Company announced that on January 31, 2023,the Company's board of directors approved a change in the Company's fiscal year end from June 30to December 31,effective as of December 31, 2022.*

Perspective Therapeutics Pty Ltd, an Australian registered company, was formed on* April 14, 2023*as a wholly owned subsidiary of the Company. It was formed to assist in certain clinical trial aspects of the alpha-emitter therapeutic agents.

On* December 7, 2023,the Company announced the anticipated sale of its Cesium-13 brachytherapy business. Accordingly, the financial information and operating results of the Cesium-131 brachytherapy business have been presented as discontinued operations in the financial statements for all periods presented. Unless otherwise noted, discussion within these notes to the financial statements relates to continuing operations. For additional information, see Note4,* Discontinued Operations.

2.Summary of Significant Accounting Policies

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation as further described in Note4, Discontinued Operations.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries (collectively, the "Company"). All significant inter-company transactions and balances have been eliminated in consolidation.

Cash Equivalents

The Company considers currency on hand, demand deposits, time deposits, and all highly liquid investments with an original maturity ofthree months or less at the date of purchase to be cash and cash equivalents. Cash and cash equivalents are held in various financial institutions in the United States.

Investments

Investments in debt securities with original maturities greater thanthree months and remaining maturities less thanone year are classified as “Short-term investments” and included in current assets. Investments with remaining maturities greater thanone year are classified as “Investments, noncurrent” and are included in noncurrent assets. These investments are classified as held-to-maturity are carried at amortized cost because they are purchased with the intent and ability to be held to maturity.

Property and Equipment

Property and Equipment is capitalized and carried at cost less accumulated depreciation. Depreciation expense is recorded to cost of sales and operating expenses. Normal maintenance and repairs are charged to expense as incurred. When any assets are sold or otherwise disposed of, the cost and accumulated depreciation are reversed with any resulting gain or loss being recognized on the consolidated statement of operations.

Depreciation is computed using the straight-line method over the following estimated useful lives:

Research and development equipment (in years)3to7
Office equipment (in years)2to10
Furniture and fixtures (in years)2to10

F-7

Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the asset.

Property and equipment that is acquired butnot yet placed in service is recorded on the balance sheets at cost andno depreciation expense or accumulated depreciation is recognized until the property and equipment is placed in service.

Management periodically reviews the net carrying value of all of its long-lived assets on an asset-by-asset basis. An impairment loss is recognized if the carrying amount of a defined asset group isnot recoverable and exceeds its fair value.

Although management has made its best estimate of the factors that affect the carrying value based on current conditions, it is reasonably possible that changes could occur which could adversely affect management’s estimate of net cash flows expected to be generated from its assets that could result in an impairment adjustment.

Prepaid Expenses and Other Assets

Prepaid expenses and other assets, which include website development costs, trademarks, patents and licenses, are stated at cost, less accumulated amortization. For website development, costs incurred in the planning stage are expensed as incurred whereas costs associated with the application and infrastructure development, graphics development, and content development are capitalized. Amortization of website development costs is computed using the straight-line method over the estimated economic useful lives of the asset. Trademarks and patents include costs, primarily legal, incurred in obtaining them. Amortization of trademarks and patents is computed using the straight-line method over the estimated economic useful lives of the assets. Licenses include costs related to licenses pertaining to the use of technology or operational licenses. These licenses are recorded at stated cost, less accumulated amortization. Amortization of licenses is computed using the straight-line method over the estimated economic useful lives of the assets. The Company periodically reviews the carrying values of other assets and evaluates the recorded basis for any impairment. Any impairment is recognized when the expected future operating cash flows to be derived from the licenses are less than their carrying value.

Asset Retirement Obligation

The estimated fair value of the future retirement costs of the Company’s leased assets and the costs for the decontamination and reclamation of equipment located within the leased assets are recorded as a liability on a discounted basis when a contractual obligation exists; an equivalent amount is capitalized to property and equipment. The initial recorded obligation is discounted using the Company's credit-adjusted risk-free rate and is reviewed periodically for changes in the estimated future costs underlying the obligation. The Company amortizes the initial amount capitalized to property and equipment and recognizes accretion expense in connection with the discounted liability over the estimated remaining useful life of the leased assets. Adjustments and changes to either the timing or amount of the original present value estimate underlying the obligation are made in the period incurred.

Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than a forced liquidation sale. At* December 31, 2023and2022,* the carrying value of financial instruments, which included restricted cash, short-term investments, note receivable, note payable and equity method investment approximated fair value.

Fair Value Measurement

When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level1 uses quoted prices in active markets for identical assets or liabilities, Level2 uses significant other observable inputs, and Level3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. The Company hasno financial assets or liabilities that are adjusted to fair value on a recurring basis.

At* December 31, 2023and2022,* there wereno assets or liabilities measured at fair value on a nonrecurring basis. Certain assets and liabilities, including net assets acquired in business combinations, are measured at fair value on a nonrecurring basis; that is, the assets or liabilities arenot measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment or an acquisition of a business).

Share-Based Compensation

The Company measures and recognizes expense for all share-based payments at fair value. The Company uses the Black-Scholes option valuation model to estimate fair value for all stock options and stock warrants on the date of grant. For stock options that vest over time, the Company recognizes compensation cost on a straight-line basis over the requisite service period for the entire award. The Company recognizes forfeitures as they occur.

Research and Development Costs

Research and development costs, including salaries, research materials, administrative expenses and contractor fees, are charged to operations as incurred. The cost of equipment used in research and development activities which has alternative uses is capitalized as part of fixed assets andnot treated as an expense in the period acquired. Depreciation of capitalized equipment used to perform research and development is classified as research and development expense in the year recognized.

Legal Contingencies

The Company records contingent liabilities resulting from asserted and unasserted claims against it, when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. Estimating probable losses requires analysis of multiple factors, in some cases including judgments about the potential actions ofthird-party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. Currently, the Company doesnot believe any probable legal proceedings or claims will have a material adverse effect on its financial position or results of operations other than the estimated liability recorded during the fiscal year ended* December 31, 2023.However, if actual or estimated probable future losses exceed the Company’s recorded liability for such claims, it would record additional charges as other expense during the period in which the actual loss or change in estimate occurred. For additional information, see Note16,* Commitments and Contingencies.

F-8

Income Taxes

Income taxes are accounted for under the liability method in accordance with Accounting Standards Codification ("ASC")740, Income Taxes. Under this method, the Company provides deferred income taxes for temporary differences that will result in taxable or deductible amounts in future years based on the reporting of certain costs in different periods for financial statement and income tax purposes. This method also requires the recognition of future tax benefits such as net operating loss carry-forwards, to the extent that realization of such benefits isnot subject to an allowance. A valuation allowance is recognized on deferred tax assets when it is more likely thannot that some or all of these deferred tax assets willnot be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment of the change. In the event that the Company is assessed penalties and/or interest, penalties will be charged to other operating expense and interest will be charged to interest expense in the period that they are assessed. The Company recognizes liabilities for uncertain tax positions based on atwo-step process, whereby (1) it is determined whether it is more likely thannot that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the "more likely thannot" recognition threshold, the largest amount of tax benefit that is greater than50% likely of being realized upon ultimate settlement with the related tax authority would be recognized.

Equity Method Investment

Investments in companies for which the Company has the ability to exercise significant influence, but donot control, are accounted for under the equity method. Under the equity method of accounting, our share of the net earnings or losses of the investee are included in other income (expense) in the consolidated statements of operations. At the end of each reporting period, the Company considers whether impairment indicators exist to evaluate whether an equity method investment is impaired and, if so, record an impairment loss. Investments are accounted for on aone-quarter lag. As changes in ownership percentage of our investments occur, the Company assesses whether we can exercise significant influence and account for under the equity method. If our ownership percentage of the company in which we have investment changes, we recognize a gain or loss on the investment in the period of change. Included in the consolidated financial statements for the year ended* December 31, 2023is the Company’s proportional share of losses between October 1, 2022through September 30, 2023,*which was $17 thousand.

Leases

The Company accounts for its leases under ASC842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred.

Business Acquisition Accounting

The Company applies the acquisition method of accounting for those that meet the criteria of a business combination. The Company allocates the purchase price of its business acquisition based on the fair value of identifiable tangible and intangible assets and liabilities. The difference between the total cost of the acquisition and the sum of the fair values of acquired tangible and identifiable intangible assets less liabilities is recorded as goodwill. Transaction costs are expensed as incurred in general and administrative expenses.

If applicable, the Company records deferred taxes for any differences between the assigned values and tax basis of assets and liabilities. Estimated deferred taxes are based on available information concerning the tax basis of assets acquired and liabilities assumed at the acquisition date, although such estimates* may*change in the future as additional information becomes known.

Goodwill and In-Process Research and Development (“IPR&D”)

IPR&D assets represent the fair value of incomplete research and development (“R&D”) projects that hadnot reached technological feasibility as of the date of the acquisition. Initially, these assets are classified as IPR&D and arenot subject to amortization. IPR&D assets that reach commercialization are amortized on a straight-line basis over their estimated useful life. Estimated useful lives are determined considering the period the assets are expected to contribute to future cash flows. Post-acquisition R&D expenses related to these projects are expensed as incurred.

Goodwill represents the excess of the cost of net assets acquired in business combinations over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. We test goodwill and indefinite-lived intangibles for impairment at least annually in thefourth quarter and more frequently whenever events or circumstances change that would more likely thannot reduce the fair value below the carrying amount. Such events or changes in circumstance include significant deterioration in overall economic conditions, changes in the business climate or a decline in the Company's market capitalization. To test goodwill and indefinite-lived intangible assets for impairment, we* mayperform both a qualitative assessment and quantitative assessment. If we elect to perform a qualitative assessment, we consider operating results as well as circumstances impacting the operations or cash flows of the reporting unit or indefinite-lived intangible assets, including macroeconomic conditions and industry and market conditions. For the quantitative test, the assessment is based on an income-based valuation approach. If it is determined that an impairment exists, we recognize an impairment loss for the amount by which the carrying amount of the reporting unit or indefinite-lived intangible asset exceeds its estimated fair value. Fair value estimates are based on assumptions believed to be reasonable at the time, but such assumptions are subject to inherent uncertainty, and actual results may*differ materially from those estimates.

F-9

Grant Revenue Recognition

The Company enters into contracts with governmental agencies for services. These contracts are analyzed in order to determine if they should be accounted for under a revenue recognition model pursuant to ASC606, Revenue from Contracts with Customers, or a grant model pursuant to ASC958, Not-for-Profit Entities. If accounted for pursuant to a grant model, the Company must determine if the grant is conditional or unconditional, and if any conditional barriers exist which must be overcome. If unconditional, the grant is recognized as revenue immediately, and if conditional, the grant is recognized as revenue as and when the barriers are overcome. We concluded that payments received under the current grants represent conditional, nonreciprocal contributions, as described in ASC958, and that the grants arenot within the scope of ASC606, as the organizations providing the grants donot meet the definition of a customer. The significant barrier to the current conditional grants is that the expenses incurred must meet the qualifications as established by the respective governmental agencies, so that the grant revenue is recognized as the qualified expenses are incurred. Expenses for grants are tracked using a project code specific to the grant, and the employees also track hours worked by using the project code. Under ASC958, grants related to income are presented as part of the consolidated statements of operations, either separately or under a general heading. Both methods are acceptable under ASC958. The Company has elected to record grants related to income separately on the consolidated statements of operations as grant revenue. The related expenses are recorded within R&D and general and administrative.

Assets Held for Sale and Discontinued Operations

The Company classifies assets and liabilities to be sold ("Disposal Group") as held for sale in the period when all of the applicable criteria are met, including: (i) management commits to a plan to sell, (ii) the Disposal Group is available to sell in its present condition, (iii) there is an active program to locate a buyer, (iv) the Disposal Group is being actively marketed at a reasonable price in relation to its fair value, (v) significant changes to the plan to sell are unlikely, and (vi) the sale of the Disposal Group is generally probable of being completed withinone year. Management performs an assessment at least quarterly or when events or changes in business circumstances indicate that a change in classification* may*be necessary.

Assets and liabilities held for sale are presented separately within the consolidated balance sheets with any adjustments necessary to measure the Disposal Group at the lower of its carrying value or fair value less costs to sell. Depreciation of property and equipment and amortization right-of-use assets arenot recorded while these assets are classified as held for sale. For each period the Disposal Group remains classified as held for sale, its recoverability is reassessed and any necessary adjustments are made to its carrying value.

The Company categorizes the assets and liabilities of a business component as discontinued operations once management commits to a plan to sell, the business segment is available for immediate sale, management has initiated a plan to sell at a price that is reasonable in relation to its fair value, management anticipates the sale will occur withinone year, and it is unlikely that significant changes will be made to the plan to sell. In addition, the business component must be comprised of operations and cash flows that are clearly distinguished from the rest of the entity. The results of discontinued operations are aggregated and presented separately in the consolidated balance sheets and consolidated statements of operations.

Income (Loss) Per Common Share

Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding and doesnot include the impact of any potentially dilutive common stock equivalents, including preferred stock, common stock warrants or options that are potentially convertible into common stock, as those would be antidilutive due to the Company’s net loss position.

Securities that could be dilutive in the future are as follows:

December 31, 2023December 31, 2022June 30, 2022
Common stock warrants5,760,5812,645,7382,645,738
Common stock options51,132,42510,806,2006,914,025
Total potential dilutive securities56,893,00613,451,9389,559,763

Use of Estimates

The preparation of consolidated financial statements in accordance with GAAP requires management of the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes of the Company including the allowance for doubtful accounts receivable; net realizable value of the enriched barium inventory; the estimated useful lives used in calculating depreciation and amortization on the Company’s fixed assets, patents, trademarks and other assets; estimated amount and fair value of the asset retirement obligation related to the Company’s production facilities; equity method investment; and inputs to the Black-Scholes calculation used in determining the expense related to share-based compensation including volatility and estimated lives of options granted. Accordingly, actual results could differ from those estimates and affect the amounts reported in the financial statements.

Recent Accounting Pronouncements

Accounting Standards Updates to Become Effective in Future Periods

In* November 2023,the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")2023-07, Segment Reporting (Topic280), which expands segment disclosure requirements, including new disclosure requirements for entities with a single reportable segment. This update is effective for fiscal years beginning after December 15, 2023,and interim periods within fiscal years beginning after December 15, 2024.The Company is currently evaluating the impact that adoption of ASU2023*-07 will have on its consolidated financial statements.

In* December 2023,the FASB issued ASU2023*-09, Income Taxes (Topic740*), which expands income tax disclosure requirements, including additional information pertaining to rate reconciliation, income taxes paid and other disclosures. This update is effective for annual periods beginning after December 15, 2024.The Company is currently evaluating the impact that adoption of ASU2023*-09 will have on its consolidated financial statements.

F-10

Significant Accounting Policies Related to Discontinued Operations

Accounts Receivable

Accounts receivable relate to the Company’s discontinued operations (see Note4, Discontinued Operations)* *and are stated at the amount that management of the Company expects to collect from outstanding balances. Management provides for probable uncollectible amounts through an allowance for doubtful accounts. Additions to the allowance for doubtful accounts are based on management’s judgment, considering historical experience with write-offs, collections and current credit conditions. Balances which remain outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to the applicable accounts receivable. Payments received subsequent to the time that an account is written off are treated as bad debt recoveries.

Inventory

Inventory is reported at the lower of cost or net realizable value. Cost of raw materials is determined using the weighted average method. Cost of work in process and finished goods is computed using standard cost, which approximates actual cost, on afirst-in,first-out basis.

The cost of materials and production costs contained in inventory that arenot usable due to the passage of time, and resulting loss of bio-effectiveness, are written off to cost of sales at the time it is determined that the product isno longer usable.

Revenue Recognition

The Company recognizes revenue based on thefive-step model for revenue recognition as prescribed by ASC606, Revenue from Contracts with Customers, as follows: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the prices to the performance obligations; and (5) recognize revenue. The Company has some agreements that contain general commercial terms and product prices but donot contain an obligation to provide goods to the customer. Our performance obligation, which is established when the customer submits a purchase order and the Company accepts the order, is to deliver the product based on the purchase order received. The Company typically recognizes revenue at the time of shipment, at which time the title passes to the customer, and there areno further performance obligations.

F-11

3.Merger with Viewpoint Molecular Targeting, Inc.

On* February 3, 2023,the Company acquired 100% of the issued and outstanding equity and voting shares of Viewpoint Molecular Targeting, Inc. (“Viewpoint”), in exchange for 136,545,075 shares of our common stock with a fair value of $54.6 million based on the closing market price of $0.40 per share on the acquisition date. At the closing of the merger, the Company forgave the note receivable entered into in November 2022*and the associated accrued interest with Viewpoint that was included in Note Receivable. The total amount forgiven was $6.2 million, representing the $6.0 million loan and $0.2 million accrued interest.

Viewpoint is developing the next generation of precision-targeted alpha therapies (“TAT”) for oncology that have the potential to treat a large population of cancer patients across multiple tumor types, including those with metastatic disease. By leveraging its proprietary TAT platform, Viewpoint aims to develop alpha emitting radiopharmaceuticals that can be attached to targeting peptides to deliver the radioactive payload directly to difficult to treat tumors. The Merger was completed to provide the Company with a new isotope in a larger market.

The Company accounted for the transaction as a business combination in accordance ASC805, Business Combinations. The Company has performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed with the assistance of an independent valuation firm. The Viewpoint purchase price consideration and allocation to net assets acquired is presented below (dollars in thousands except for share price):

Fair value of consideration transferred
Perspective Therapeutics common stock issued (136,545,075 X $0.40)$54,618
Assumption of Viewpoint stock options and warrants at fair value7,836
Note receivable from Viewpoint forgiven6,171
Total fair value of consideration transferred$68,625
Recognized amounts of identifiable net assets acquired
Assets acquired
Cash and cash equivalents$2,699
Grants receivable95
Prepaid expenses396
Property and equipment, net5,050
Right of use asset, net10
Intangible assets: In-process research and development50,000
Other assets316
Total assets acquired58,566
Liabilities acquired
Accounts payable and accrued expenses2,968
Lease liability10
Accrued payroll and related taxes1,642
Accrued vacation333
Notes payable1,807
Deferred tax liability7,243
Total liabilities acquired14,003
Net assets acquired, excluding goodwill44,563
Total purchase price consideration68,625
Goodwill$24,062

F-12

The fair value of acquired intangible assets was determined using an income-based approach referred to as the multi-period excess-earnings approach at the time of acquisition. The in-process research and development ("IPR&D") was valued by discounting the direct cash flows expected to be generated by the research and development programs, net of returns on contributory assets, and taking into consideration the industry and economic conditions. In determining the fair value of the intangible assets, the Company assigned discount rates ranging from 24.0% to 26.0% for the specific assets associated with the IPR&D based on the consideration of the internal rate of return of 21.3% and weighted average cost of capital of 21.5% for a forecast period of 18 years.

Goodwill is calculated as the difference between the acquisition date fair value of the consideration and the values assigned to the assets acquired and liabilities assumed. Goodwill isnot deductible for tax purposes. The goodwill is attributable to the workforce of the acquired business and the synergies expected to arise from the acquisition of Viewpoint.

During the period ended* December 31, 2023,*the Company recognized an adjustment to goodwill during the measurement period relating to the assumed deferred tax liability. The adjustment was a decrease of $3.3 million to $7.2 million from the original provisional amount of $10.5 million. This measurement period adjustment decreased goodwill by $3.3 million to $24.0 from the original provisional amount of $27.3 million. The impact of this measurement period adjustment to the income statement was a decrease of the deferred income tax benefit of $7.8 million to $2.7 million from $10.5 million.

The results of operations for Viewpoint since the closing date have been included in the Company’s consolidated financial statements for the year ended* December 31, 2023,and include approximately $1.4 million of grant revenue and $27.4 million of operating loss. During the year ended December 31, 2023,the Company recognized total transaction costs of approximately $9.5 million, which are included in general and administrative expenses on the consolidated statement of operations. During the transition period ended December 31, 2022,*the Company recognized total transaction costs of approximately $1.3 million.

The unaudited pro forma financial information below represents the combined results of operations as if the acquisition had occurred on* July**1,* 2021, the beginning of thefirst statement of operations reporting period presented. The unaudited pro forma financial information is presented for informational purposes only and is neither indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the period presented nor indicative of future operating results.

(in thousands)Year ended December 31, 2023Six months ended December 31, 2022Year ended June 30, 2022
Revenue$1,518$783$2,013
Net loss from continuing operations(37,021)(12,986)(26,764)

The information below reflects certain nonrecurring pro forma adjustments for the year ended* December 31, 2023,thesix*-month transition period ended* December 31, 2022and the year ended June 30, 2022*that were directly related to the business combination based on available information and certain assumptions that the Company believes are reasonable.

●Includes the operations of Viewpoint from January 1, 2023 to February 3, 2023 (the merger date) in the year ended December 31, 2023.
●Excludes acquisition-related costs incurred by the Company totaling approximately $4.6 million and acquisition-related costs incurred by Viewpoint in January 2023 totaling approximately $4.9 million for the year ended December 31, 2023, and includes the total costs of $4.6 million and $4.9 million for the year ended June 30, 2022.
●Excludes the deferred income tax benefit of approximately $2.7 million for the year ended December 31, 2023 and includes the deferred income tax benefit of approximately $2.7 million for the year ended June 30, 2022.
●Pro forma amounts do not include the results of operations related to discontinued operations as discussed in Note 4, Discontinued Operations.

The weighted average fair value of stock options and warrants assumed and the key assumptions used in the Black-Scholes valuation model to calculate the fair value are as follows:

Weighted average fair value$0.28
Options and warrants assumed27,650,524
Exercise price$0.13to$0.30
Expected term (in years)1to3
Risk-free rate3.96%to4.79%
Volatility78%to101%

F-13

4.Discontinued Operations

The Company announced that, on* December 7, 2023,Isoray entered into a definitive asset purchase agreement ("GT Medical APA") to sell substantially all of the assets of Isoray related to Isoray’s commercial Cesium-131 business (the “Business”) including equipment, certain contracts, inventory and intellectual property to GT Medical Technologies, Inc. ("GT Medical"). Upon the closing ("GT Medical Closing"), (i) GT Medical will issue to Isoray shares of GT Medical’s common stock, par value $0.0001 per share, representing0.5%* of GT Medical’s issued and outstanding capital stock on a fully diluted basis as of the GT Medical Closing and (ii) Isoray will have the right to receive, and GT Medical will be obligated to pay, certain cash royalty payments during each of thefirst four years beginning upon the date of the GT Medical Closing (each such year, a “Measurement Period”), as summarized below:

●with respect to GT Medical’s net sales of Cesium 131 brachytherapy seeds for cases that do not utilize GT Medical’s GammaTile Therapy: (a) if such net sales for a Measurement Period are $10 million or less, 3.0% of such net sales; (b) if such net sales for a Measurement Period are greater than $10 million and less than $15 million, 4.0% of such net sales; and (c) if such net sales for a Measurement Period are $15 million or more, 5.0% of such net sales; and
●with respect to GT Medical’s net sales of GT Medical’s GammaTile Therapy utilizing Cesium-131 brachytherapy seeds: 0.5% of such net sales for a Measurement Period.

In accordance with ASC205-20, Presentation of Financial Statements – Discontinued Operations, the following table presents the major classes of assets and liabilities of discontinued operations of the Business reported in the consolidated balance sheets and prior year amounts have been reclassified. For* December 31, 2023,all assets and liabilities are classified as "current," given the anticipated closing of the transaction in thefirst* half of2024.

(in thousands) · December 31, 2023 · December 31, 2022
Assets held for sale of discontinued operations, current
Inventory$3,148$1,409
Prepaid expenses and other current assets169134
Property and equipment, net1,263-
Right of use asset, net676-
Other assets, net45-
Total current assets held for sale of discontinued operations$5,301$1,543
Assets held for sale of discontinued operations, non-current
Property and equipment, net$-$1,313
Right of use asset, net-378
Inventory, non-current-2,396
Other assets, net-61
Total non-current assets of discontinued operations$-$4,148
Liabilities of discontinued operations, current
Lease liability$677$276
Asset retirement obligation225-
Loss recognized on classification as held for sale4,170-
Total current liabilities of discontinued operations$5,072$276
Liabilities of discontinued operations, non-current
Lease liability, non-current$-$116
Asset retirement obligation-215
Total non-current liabilities of discontinued operations$-$331

F-14

The following table presents the components of discontinued operations in relation to the Business reported in the consolidated statements of operations:

Year ended December 31, 2023Six months ended December 31, 2022Year ended June 30, 2022
Sales, net$6,936$3,552$10,795
Cost of sales6,4732,7356,179
Gross profit4638174,616
Operating expenses:
Research and development1,0158331,732
Sales and marketing2,9891,6142,804
General and administrative1,3426451,052
Total operating expenses5,3463,0925,588
Net loss from discontinued operations(4,883)(2,275)(972)
Loss recognized on classification as held for sale(4,170)--
Total loss from discontinued operations$(9,053)$(2,275)$(972)

The Company determined the loss recognized on classification as held for sale by identifying the assets and liabilities that are included in the GT Medical APA and are included in the table above. Additionally, the loss recognized on classification as held for sale was determined using the estimated fair value of the GT Medical stock of $229 thousand to be received less than the carrying value of the net assets to be sold. The fair value of the stock to be received was determined based on information provided to the Company by GT Medical from a current valuation study that was prepared for them. Excluded from the calculation of the loss are contingent royalties that could be received from future sales.

Certain amounts included in the consolidated statement of cash flows related to the discontinued operations and are as follows:

Year ended December 31,Six months ended December 31,Year ended June 30,
202320222022
Depreciation$232$109$204
Amortization331734
Write-off of inventory associated with discontinued product298--
Share-based compensation595176312
Additions to property and equipment283142246

For the year ended* December 31, 2023,the transition period ended December 31, 2022,and the year ended June 30, 2022there wasno* provision (benefit) for income taxes recorded related to the discontinued operations. Additionally, the Company is in loss position and has recorded a full valuation allowance for the deferred tax assets associated with the discontinued operations.

5.Prepaid Expenses, Other Current Assets and Note Receivable

Prepaid expenses and other current assets consisted of the following (in thousands):

December 31, 2023December 31, 2022
Prepaid insurance$315$236
Other prepaid expenses763205
Other current assets45-
Other receivables102
Total prepaid expenses and other current assets$1,133$443
December 31, 2023 · December 31, 2022
Note receivable1$-$6,109
Total note receivable$-$6,109
1.In November 2022, the Company entered into a loan agreement with Viewpoint for $6.0 million. The note bears interest at the rate of 15% per annum and matures on December 31, 2023. Included in the balance is accrued interest of $109 thousand through December 31, 2022. On February 3, 2023, as a result of the merger with Viewpoint closing, the loan and accrued interest was forgiven.

F-15

6.Property & Equipment

Property & equipment consisted of the following (in thousands):

December 31, 2023 · December 31, 2022
Building$1,770$-
Land1,283366
Equipment2,68318
Leasehold improvements179-
Other13302
Property and equipment6,245386
Less accumulated depreciation(669)(15)
Property and equipment, net$5,576$371
1.Property and equipment not placed in service are items that meet the capitalization threshold or which management believes will meet the threshold at the time of completion and which have yet to be placed into service as of the date of the balance sheet, and therefore, no depreciation expense has been recognized.
7.Held-to-Maturity Investments

The following table summarizes the carrying values and fair values of the Company’s financial instruments (in thousands):

Amortized Cost · Gross Unrealized Gains · Gross Unrealized losses · Estimated Fair Value
(Level 1)
U.S. Treasury Bills · $ · - · $ · - · $ · - · $ · -
Amortized Cost · Gross Unrealized Gains · Gross Unrealized losses · Estimated Fair Value
(Level 1)
U.S. Treasury Bills$22,764$-$(31)$22,733

The Company had investments in U.S. Treasury Bills, some of which had a contractual maturity ofno greater thanone year; accordingly, they were classified as short-term investments. Because the Company had the intent and ability to hold them until they matured, the U.S. Treasury Bills were carried at amortized cost and classified as held to maturity. The carrying value of the U.S. Treasury Bills were adjusted for accretion of discounts over the remaining life of the investment. Income related to the U.S. Treasury Bills is recognized in interest income in the Company’s consolidated statement of operations. The U.S. Treasury Bills are classified within Level1 of the fair value hierarchy. During the year ended* December 31, 2023,all of the Company's short-term investments in U.S. Treasury Bills matured. As of December 31, 2023,*the Company hadno held-to-maturity investments presented in cash and cash equivalents on its consolidated balance sheet.

8.Restricted Cash

The Washington Department of Health requires the Company to provide collateral for the decommissioning of its leased facility for Cesium-131 brachytherapy production which is being sold to GT Medical. To satisfy this requirement, the Company has a bank account with a balance of $182 thousand. The account is termed restricted cash and classified as a long-term asset as the Company doesnot anticipate the facility will be decommissioned until the end of the current lease. The current lease expires* April 30, 2026.*The cash will become unrestricted following the decommissioning of the facility and the release of the facility by the Washington Department of Health back to the landlord.

F-16

9.Goodwill, Intangible Assets and Other Assets, net

Goodwill

The carrying amount of goodwill as of* December 31, 2023and December 31, 2022was $24.1 million and $0.0 million, respectively, and has been recorded in connection with the Company’s Merger of Viewpoint in February 2023.The carrying value of goodwill and the change in the balance for the year ended December 31, 2023*are as follows (in thousands):

Balance, December 31, 2022 · $ · -
Goodwill from Viewpoint Acquisition24,062
Impairment-
Balance, December 31, 2023$24,062

Intangible Assets

Intangible assets, net as of* December 31, 2023*are as follows (in thousands):

Cost · Accumulated Amortization · Net Carrying Value
Indefinite-lived intangible assets
In-process research and development$50,000$-$50,000
Total$50,000$-$50,000

The Company didnot have intangible assets at* December 31, 2022.*

The Company’s IPR&D assets represents the estimated fair value of Viewpoint’s pipeline of radiotherapy product candidates acquired in* February 2023.During thefourth* quarter of2023, the Company performed an impairment analysis, calculating the fair value of its indefinite-lived intangible assets, IPR&D, using the income approach. The income approach is a discounted cash flow analysis that requires significant judgment, assumptions and estimates to model forecasts for IPR&D. Actual results* maydiffer from these estimates under different assumptions or conditions. The fair value of IPR&D at the measurement date exceeded the carrying amount. For additional information related to goodwill and IPR&D, see Note2,* Summary of Significant Accounting Policies, and Note3, Merger with Viewpoint Molecular Targeting, Inc.

Other Assets

Other assets, net of accumulated amortization consisted of the following (in thousands):

December 31,December 31,
20232022
Website development$90$90
Patents and trademarks336-
Total other assets42690
Less: Accumulated amortization(72)(65)
35425
Equity method investment1133150
Total other assets, net$487$175
1.On August 23, 2022, the Company acquired 20% of the outstanding equity interests of RadRelease Pharmaceuticals LLC (“RadRelease”), an Indiana limited liability company, pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement"), dated August 23, 2022, by and among RadRelease and the Company. Pursuant to the Purchase Agreement, the Company paid RadRelease $150 thousand in cash consideration. The investment is recorded on a one-quarter lag. Included in the consolidated financial statements for the 12 months ended December 31, 2023 is the Company’s proportional share of losses between October 1, 2022 through September 30, 2023, which were $17 thousand.
Year ended December 31, 2023Six months Ended December 31, 2022Year ended June 30, 2022
Amortization expense on website development$7$4$7
Total amortization expense$7$4$7

Future amortization expense is expected to be as follows (in thousands):

Year ending December 31, 2024$7
20257
20264
2027-
Thereafter-
Total future amortization expense$18

F-17

10.Leases

On* July 1, 2023,the Company entered into a lease with Unico Properties LLC for office space in Seattle, Washington, that terminates in October 2028.Upon entering this lease, the Company recognized a right-of-use asset and lease liability of approximately $0.8 million on the balance sheet based upon the present value of the future base payments discounted at an 8% discount rate using the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment as the lease doesnot* provide an implicit discount rate. The weighted average remaining term and discount rate as of* December 31, 2023,*was 4.83 years and 8%, respectively.

The following table presents the future operating lease payments and lease liability included on the consolidated balance sheet related to the Company’s operating lease as of* December 31, 2023 (*in thousands):

Year ended December 31,
2024$111
2025243
2026239
2027230
2028237
Total1,060
Less: imputed interest(234)
Total lease liability826
Less current portion(46)
Noncurrent lease liability$780

For the year ended* December 31, 2023,six months ended December 31, 2022and year ended June 30, 2022,our operating lease expense was approximately $97 thousand, $0 and $0, respectively, and is recognized in the statement of operations in general and administrative for the year ended December 31, 2023.*

Asset Retirement Obligation

The Company has an asset retirement obligation ("ARO") associated with the facility it leased in Richland, Washington. This lease is included in the GT Medical APA and will be assigned upon the GT Medical Closing. As the lease and related leasehold assets are included in the GT Medical APA and will be assigned to GT Medical, this liability isno longer reported as an ARO in our consolidated financial statements for the period ended* December 31, 2023and2022.* However, the Company maintains the estimated liability in our consolidated financial statements related to hazardous waste removal. The estimated liability at* December 31, 2023and2022* was $452 thousand and $442 thousand, respectively.

11.Notes Payable

The Company assumedtwo notes payable effective upon the closing of the Merger with Viewpoint on* February 3, 2023.On July 19, 2019,Viewpoint entered into a promissory note agreement with the Iowa Economic Development Authority (“IEDA”) for $100 thousand at a 3% interest rate to be paid over 36 monthly payments of approximately $3 thousand beginning on thefirst* day of thefirst month following Viewpoint closing on a*$1.0* million equity fundraising round. Final payment was paid in* September 2023.The loan was granted as a form of financial assistance to Viewpoint from IEDA. Between February 3, 2023and December 31, 2023,*the Company recorded less than $1 thousand interest expense and $24 thousand in principal payments.

The note payable as of* December 31, 2023and December 31, 2022 (*in thousands):

December 31, 2023 · December 31, 2022
Note payable (1)$1,725$-
Less: current portion(49)-
Notes payable – long-term portion$1,676$-
(1)On December 29, 2022, Viewpoint obtained a promissory note in the amount of approximately $1.8 million for the purpose of purchasing land and a building in Coralville, Iowa. The note bears interest at 6.15% per annum and is collateralized by the property. The note requires monthly principal and interest payments of approximately $13 thousand beginning on January 29, 2023, and a balloon payment of approximately $1.5 million due on December 29, 2027. As of December 31, 2023, the current portion of the note payable was approximately $49 thousand. Between February 3, 2023 and December 31, 2023, the Company recorded approximately $84 thousand interest expense and $44 thousand in principal payments.

F-18

The following table presents the future principal payments included on the consolidated balance sheet related to the Company’s note payable as of* December 31, 2023 (*in thousands):

Years ending December 31:
2024$49
202552
202655
20271,569
Total$1,725
12.Share-Based Compensation

The Company currently provides share-based compensation undertwo equity incentive plans approved by the Board of Directors and the stockholders:

●2017 Equity Incentive Plan ("2017 Incentive Plan") and
●2020 Second Amended and Restated Equity Incentive Plan (the "Second Amended and Restated Plan").

Options granted prior to fiscal2017 were made pursuant to plans that have expired or were terminated.

The Company’s stockholders approved the2017 Incentive Plan in* June 2017.The2017* Incentive Plan allows the Board of Directors to grant up to 4,000,000 shares of common stock to directors, officers, employees and consultants in a combination of equity incentive forms including incentive stock options ("ISOs"), non-qualified stock options ("NQSOs"), stock appreciation rights ("SARs") or restricted shares of common stock.

On* October 6, 2023,the Company's stockholders approved the Company's Second Amended and Restated Plan, which amended and restated the Company's Amended and Restated2020* Equity Incentive Plan in its entirety. The Second Amended and Restated Plan increased the number of shares of common stock available for the grant of awards under the plan by 10,000,000, to a total of 56,000,000 available shares, implemented an “evergreen” provision, which contemplates that on thefirst day of each fiscal quarter beginning after the date of the Annual Meeting, unless the Board of Directors of the Company determines otherwise, the number of shares of common stock authorized for issuance under the Second Amended and Restated Plan will be adjusted to be (subject to adjustment in the event of stock splits and other similar events) the greater of 56,000,000 shares of common stock or13% of the number of shares of common stock issued and outstanding on the last day of the immediately preceding fiscal quarter, and extended the term of the Second Amended and Restated Plan such that it will be terminated, ifnot earlier terminated, on the10-year anniversary of* October 6, 2023.Under the Second Amended and Restated Plan, the Board of Directors may*grant to directors, officers, employees and consultants various forms of equity, including ISOs, NQSOs, SARS, and restricted stock units.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which haveno vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. The Company uses the Black-Scholes option valuation model because management believes the model is appropriate for the Company. However, management understands that because changes in the subjective input assumptions can materially affect the fair value estimate, this valuation model doesnot necessarily provide a reliable single measure of the fair value of its stock options. The risk-free interest rate is based on the U.S. treasury security rate with an equivalent term in effect as of the date of grant. The expected option lives and volatility assumptions are based on historical data of the Company.

The weighted average fair value of stock option awards granted and the key assumptions used in the Black-Scholes valuation model to calculate the fair value are as follows:

Year ended December 31, · Six months ended December 31, · Year ended June 30,
2023 · 2022 · 2022
Weighted average fair value$0.32$0.26$0.55
Options issued21,665,2734,235,0003,269,100
Exercise price$0.24to$0.69$0.33to$0.36$0.28to$0.79
Expected term (in years)555
Risk-free rate3.84%to4.46%2.97%to3.00%0.73%to3.24%
Volatility93%to108%100%to101%99%to100%

The following table presents the share-based compensation expense (in thousands):

Year ended December 31,Six months ended December 31,Year ended June 30,
202320222022
Research and development expense$968$70$103
General and administrative expense2,175426672
Total share-based compensation$3,143$496$775

The total value of the stock options awards is expensed ratably over the vesting period of the employees receiving the awards. As of* December 31, 2023,*total unrecognized compensation cost related to stock-based options and awards was approximately $4,148,691 and the weighted-average period over which it is expected to be recognized is approximately 2.45 years.

F-19

Changes in stock options outstanding during the periods are as follows (in thousands except for exercise prices and terms):

Options
OutstandingPrice (a)Life (b)Value (c)
Balance at June 30, 20214,514,660$0.677.27$984
Granted (d)3,269,1000.75
Expired(256,060)0.84
Forfeited(488,675)0.79
Exercised(125,000)0.45
Balance at June 30, 20226,914,025$0.707.43$2
Granted (d)4,235,0000.34
Expired(170,325)0.81
Forfeited(100,000)0.86
Exercised(72,500)0.40
Balance at December 31, 202210,806,200$0.567.93$0
Granted (d)21,665,2730.41
Options assumed with the acquisition of Viewpoint (Note 3)24,263,4240.17
Expired(2,434,149)0.53
Forfeited(1,255,138)0.46
Exercised(1,913,185)0.29
Balance at December 31, 202351,132,425$0.338.02$6,671
Exercisable at December 31, 202335,529,723$0.297.32$5,645
(a)Weighted average exercise price per share.
(b)Weighted average remaining contractual life.
(c)Aggregate intrinsic value (in thousands).
(d)All options granted had exercise prices equal to or greater than the ending closing market price of the Company’s common stock on the grant date. The options were granted to employees and management by the Compensation Committee and had vesting periods from one year to three years.
Year ended December 31,Six months ended December 31,Year ended June 30,
202320222022
Aggregate intrinsic value of options exercised (in thousands)$610$1$3

The Company’s current policy is to issue new shares to satisfy option exercises.

13.Stockholders’ Equity

The authorized capital structure of the Company consists of$.001 par value common stock and$.001 par value preferred stock.

Common Stock

On* November 17, 2023,the Company filed a Form S-3 registration statement (FileNo.* 333-275638) (the*“2023* Registration Statement”) that became effective on* December 14, 2023,with the potential to register up to $200 million of equity securities. On November 17, 2023,the Company entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with Oppenheimer & Co., Inc., B. Riley Securities, Inc. and JonesTrading Institutional Services LLC (each, an “Agent” and together, the “Agents”) to create an “at-the-market” equity program under which the Company from time to time mayoffer and sell shares (the “ATM Shares”) of its common stock, par value $0.001 per share (“Company Common Stock”), through or to the Agents. The ATM Agreement was entered into in connection with the Company’s filing of the2023* Registration Statement, which includes a prospectus supplement covering the offering, issuance and sale by the Company of up to*$50* million of shares of Company Common Stock that* maybe issued and sold under the ATM Agreement subject to it being declared effective by the SEC. The common stock sold pursuant to the ATM Agreement was distributed at the market prices prevailing at the time of sale. The ATM Agreement provided that the Agents are entitled to compensation for their services at a commission rate of 3.0% of the gross sales price per share of common stock sold plus reimbursement of certain expenses. As of December 31, 2023,*the Company had sold an aggregate of 1,238,826 shares under the ATM Agreement at an average price of approximately $0.303 per common share for gross proceeds of approximately $376 thousand and net proceeds of approximately $364 thousand.

During the* 12 months ended* * June 30, 2022,*the Company received approximately $0.06 million as a result of the exercise of 125,000 options to purchase common stock.

During the6 months ended* December 31, 2022,*the Company received approximately $0.03 million as a result of the exercise of 72,500 options to purchase common stock.

During the* 12 months ended* * December 31, 2023,*the Company received approximately $0.55 million as a result of the exercise of 1,913,185 options to purchase common stock.

F-20

Preferred Stock

The Company’s Certificate of Incorporation authorizes 7,000,000 shares of*$0.001* par value preferred stock available for issuance with such rights and preferences, including liquidation, dividend, conversion, and voting rights, as described below. In connection with redomiciling the Company to Delaware, Preferred Stock Series A, C and D designations were terminated. There wereno shares issued under these Series. Series B is the remaining Series authorized at* December 31, 2023and hadno issued and outstanding shares at December 31, 2023.*

Warrants

During the year ended* December 31, 2023,the Company assumed 3,387,093 warrants in connection with the Viewpoint merger. The warrants had an exercise price of $0.27 and expire in Novemberand December 2027.*

The following table summarizes the activity of all stock warrants and weighted average exercise prices.

WarrantsPrice (a)
Balance at June 30, 20212,645,738$0.70
Warrants issued--
Warrants exercised--
Warrants expired--
Balance at June 30, 20222,645,738$0.70
Warrants issued--
Warrants exercised--
Warrants expired--
Balance at December 31, 20222,645,738$0.70
Warrants assumed with the acquisition of Viewpoint (Note 3)3,387,0930.27
Warrants exercised--
Warrants expired(272,250)0.94
Balance at December 31, 20235,760,581$0.44
(a)Weighted average exercise price per share.

As of* December 31, 2023,the Company had 1,375,000 common warrants outstanding exercisable on or before January 11, 2024,998,488 common warrants outstanding exercisable on or before October 22, 2025,1,841,954 common warrants outstanding exercisable on or before November 24, 2027,898,027 common warrants outstanding exercisable on or before December 18, 2027,and 647,112 common warrants outstanding exercisable on or before December 31, 2027.*

14.Income Taxes

The Company's pretax loss for the year ended* December 31, 2023,the transition period ended December 31, 2022,and the year ended June 30, 2022*was from its U.S. domestic operations.

The provision (benefit) for income taxes for the year ended* December 31, 2023,the transition period ended December 31, 2022,and the year ended June 30, 2022*are as follows (in thousands):

December 31, · December 31, · June 30,
2023 · 2022 · 2022
Current expense (benefit):
Federal · $ · - · $ · - · $ · -
State · - · - · -
Foreign · - · - · -
Total current expense (benefit): · - · - · -
Deferred expense (benefit):
Federal(2,651)--
State---
Foreign---
Total deferred expense (benefit):(2,651)--
Total income tax expense (benefit):$(2,651)$-$-

F-21

The reconciliation of the US federal statutory rate to the Company's effective income tax for the year ended* December 31, 2023,the transition period ended December 31, 2022,and the year ended June 30, 2022*is as follows (in thousands):

December 31, · December 31, · June 30,
2023 · 2022 · 2022
Income tax at U.S. statutory rate$(9,298)$(1,063)$(1,318)
State income taxes, net of federal benefit(1,022)31
Change in valuation allowance7,1591,0401,222
Tax credits(709)(62)-
Share based compensation30470126
Transaction costs925--
Other(10)12(32)
$(2,651)$-$-

The significant components of the Company's deferred tax assets and liabilities for the year ended* December 31, 2023and the transition period ended December 31, 2022*are as follows (in thousands):

December 31,December 31,
20232022
Deferred tax assets:
Net operating loss carryforwards$26,758$19,145
Share-based compensation3,214722
Tax credits1,379562
Capital loss carryforwards902-
Accruals and reserves240176
Lease liability179(1)
Capitalized R&D costs6,299(18)
Other(143)3
Total deferred tax assets38,82820,589
Valuation allowance(29,956)(20,605)
Net deferred tax assets8,872(15)
Deferred tax liabilities:
Property, plant, and equipment(387)6
Intangibles(12,915)9
Right of use asset(162)0
Total deferred tax liabilities(13,464)15
Net deferred tax assets (liabilities)$(4,592)$(0)

The future realization of the tax benefits from existing temporary differences, net operating loss carryforwards and other tax attributes ultimately depends on the existence of sufficient taxable income within the carryforward period. Therefore, at each balance sheet reporting date, the Company assesses the realizability of its deferred tax assets whether it is more likely thannot that some portion or all its deferred tax assets willnot be realized. In assessing the realizability of its deferred tax assets, the Company considers all available evidence, both positive and negative, including results of operations in recent years, projected future taxable income, expected reversal of existing deferred tax liabilities, and tax planning strategies in making its assessment. After considering all available evidence, the Company has determined that it is more likely thannot that its net deferred tax assets willnot be realized in the foreseeable future. Therefore, the Company continues to maintain a valuation allowance against its net deferred tax assets as of* December 31, 2023.*

The activity in the Company’s deferred tax asset valuation allowance for the year ended* December 31, 2023and the transition period ended December 31, 2022*is as follows (in thousands):

December 31,December 31,
20232022
Valuation allowance at beginning of the period$20,605$19,074
Increases recorded to income tax provision (benefit)7,1591,040
Increases recorded to goodwill1,271-
Other increases921491
Valuation allowance at end of the period$29,956$20,605

F-22

As of* December 31, 2023,the Company has U.S. Federal net operating loss carryforwards of $121.2 million which includes $60.1 million that have an unlimited carryforward period and $61.1 million that expire at various dates between2024* and2037. As of* December 31, 2023,the Company has various state net operating loss carryforwards of $55.1 million that expire at various dates between2033* and2043.

As of* December 31, 2023,the Company has U.S. Federal research and development credits of $1.3 million that expire at various dates between2035* and2042, and state research and development credits of $0.1 million that begin to expire between2036 and2037.

The future realization of the Company's net operating loss carryforwards and other tax attributes* maybe limited by the change in ownership rules under the U.S. Internal Revenue Code Section382.* Under Section382, if a corporation undergoes an ownership change, the Company’s ability to utilize its net operating loss carryforwards and other tax attributes to offset income* maybe subject to an annual limitation. As of December 31, 2023,the Company hasnot* completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes.

The Tax Cuts and Jobs Act of2017 amended Section174 relating to the US federal tax treatment of research or experimental ("R&E") expenditures paid or incurred during the taxable year. The amended rules under Section174 are effective in2022 and require taxpayers to capitalize and amortize specified R&E expenditures over a period offive years (if attributable to US-based research) or15 years (if attributable to foreign-based research). Additionally, the new rules now include software development costs as R&E that must also be capitalized and amortized accordingly. As of* December 31, 2023,*the Company capitalized a significant amount of R&E related to research and development activities performed in the US.

The Company files income tax returns in the U.S. including various states, therefore the Company is subject to tax examination by various taxing authorities. The Company isnot currently under examination and isnot aware of any issues under review that could result in significant payments, accruals or material deviation from its tax positions. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated* maystill be adjusted upon examination by local tax authorities to the extent such tax attribute is utilized in a future period. As of December 31, 2023,the tax years from2020* to present remain open to examination by the various US taxing authorities. However, to the extent the Company utilizes net operating losses from years prior to 2020, the statute remains open to the extent of the net operating losses or other credits that are utilized.

The calculation and assessment of the Company's income tax exposures generally involves the uncertainties in the application of complex tax laws and regulations for federal and state jurisdictions. A tax benefit from an uncertain tax position* maybe recognized when it is more likely thannot* that the position will be sustained upon examination including resolutions of any related appeals or litigation on the basis of the technical merits. As of* December 31, 2023and2022,* the Company hasnot recorded any liabilities for uncertain tax positions or any other unrecognized tax benefits. Similarly, the Company hasnot accrued any related interest and penalties as of* December 31, 2023and2022.*

15.401(k) and Profit-Sharing Plan

The Company has a401(k) plan (“Isoray401(k)”), which commenced in fiscal year2007, covering all eligible full-time employees of the Company. Contributions to the Isoray401(k) are made by the participants to their individual accounts through payroll withholding. The Isoray401(k) also allows the Company to make contributions at the discretion of management. Through* December 31, 2022,the Company hadnot* made any contributions to the Isoray401(k). Beginning* January 1, 2022,the Company implemented a Company401*(k) match where 50% of thefirst 4% of the participants contributions were matched, up to a maximum company match of 2% of eligible compensation. The Company matching contributions were made during* January 2023for the Isoray401*(k) plan year* January 1, 2022to December 31, 2022.Beginning January 1, 2023,the Company changed its401*(k) match for the Isoray401(k) where 100% of thefirst 4% of the participants contributions were matched, up to a maximum company match of 4% of eligible compensation. The Company matching contributions were made during* January 2024for the Isoray401*(k) plan year* January 1, 2023to December 31, 2023.*

From the merger date through* December 31, 2023,Viewpoint had a separate401*(k) plan (“Viewpoint401(k)”) with a company match where 100% of thefirst 6% of participants contributions were matched, up to a maximum company match of 6% of eligible compensation.

Beginning* January 1, 2024,the Company merged the Isoray401*(k) and Viewpoint401(k) into a new401(k) plan with a company match where 100% of thefirst 4% of the participants contributions will be matched, up to a maximum company match of 4% of eligible compensation. For the year ended* December 31, 2023,thesix*-month transition ended* December 31, 2022,and year ended June 30, 2022,*we recognized $345 thousand, $24 thousand, and $23 thousand in employer matching expense.

F-23

16.Commitments and Contingencies

The Company has been in settlement negotiations with a representative forsix stockholder plaintiff firms alleging the Company violated Delaware law in its preliminary proxy statement that was disseminated to stockholders in* November 2022for the Company's annual meeting held in December 2022.Based on these settlement negotiations to date, the Company doesnot* believe it will settle for more than*$200* thousand and, therefore, recorded an estimated liability of $200 thousand as of* December 31, 2022.For thesix*-month transition period ending* December 31, 2022,this was recorded in general and administrative expenses on the statement of operations and accrued expenses on the balance sheet. At December 31, 2023,*the Company continues to maintain this $200 thousand estimated liability.

In the ordinary course of business, the Company* mayprovide indemnification of varying scope and terms to vendors, business partners and other parties with respect to certain matters including, butnot* limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made bythird parties. In addition, the Company has entered into indemnification agreements with members of its Board of Directors and all of its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that* mayarise by reasons of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company hasnot* incurred any material costs as a result of such indemnifications. The Company isnot currently aware of any indemnification claims and hasnot accrued any liabilities related to such obligations in its consolidated financial statements as of* December 31, 2023or2022.*

17.Concentrations of Credit and Other Risks

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, accounts receivable and short-term investments.

The Company’s cash and cash equivalents are maintained with high-quality financial institutions or U.S. Treasury Bills.

The Company’s short-term investments were U.S. Treasury Bills at* December 31, 2022and there wereno short-term investments at December 31, 2023.*

The Company routinely assesses the financial strength of its receivables and provides an allowance for doubtful accounts as necessary. At* December 31, 2023and2022,* the allowance was approximately $650 thousand and $26 thousand, respectively.

18.Transitional Period Comparative Data

The following table presents certain comparative financial information for the years ended* December 31, 2023and2022* (dollars and shares in thousands, except for per share amounts):

Year ended December 31,
2023 · 2022 (unaudited)
Grant revenue$1,434$-
Gross profit1,434-
Operating expenses:
Research and development21,311881
General and administrative21,0647,486
Loss on equipment disposal-305
Total operating expenses42,3758,672
Operating loss(40,941)(8,672)
Non-operating income:
Interest income, net934618
Interest expense(84)-
Other income2-
Equity in loss of affiliate(17)-
Total non-operating income835618
Net loss from continuing operations(40,106)(8,054)
Net loss from discontinued operations(9,053)(2,706)
Net loss before deferred income tax benefit(49,159)(10,760)
Deferred income tax benefit2,651-
Net loss(46,508)(10,760)
Basic and diluted loss per share:
Loss from continuing operations$(0.14)$(0.06)
Loss from discontinued operations(0.03)(0.02)
Basic and diluted loss per share$(0.17)$(0.08)
Weighted average shares used in computing net loss per share:
Basic and diluted267,643142,067

F-24

Year ended December 31,
20232022 (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss$(46,508)$(10,760)
Adjustments to reconcile net loss to net cash used by operating activities:
Lease expense756
Depreciation expense946267
Write-off of inventory associated with discontinued product298-
Loss on disposal of property and equipment22305
Amortization of other assets4041
Accretion of asset retirement obligation3533
Equity in loss of affiliate17-
Accrued interest on short-term investments-(226)
Change in allowance for doubtful accounts624-
Change in estimate of asset retirement obligation(15)-
Loss recognized on classification as held for sale4,170-
Share-based compensation3,738983
Deferred tax benefit(2,651)-
Changes in operating assets and liabilities:
Accounts receivable, net(426)284
Inventory359(1,996)
Prepaid expenses and other current assets(325)(151)
Accounts payable and accrued expenses1,584692
Accrued protocol expense8980
Accrued radioactive waste disposal(100)26
Accrued payroll and related taxes1,274(11)
Accrued vacation(159)26
Net cash used by operating activities(36,913)(10,401)
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment(1,072)(282)
Addition to other assets(18)(18)
Additions to equity method investment-(150)
Proceeds from maturity of short-term investments22,76412,538
Purchases of short-term investments-(35,076)
Investment in note receivable-(6,000)
Net cash acquired in acquisition of Viewpoint2,699-
Net provided by (used in) investing activities24,373(28,988)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of notes payable(68)-
Proceeds from issuances of common stock, pursuant to exercise of options55428
Proceeds from sales of common stock, pursuant to at the market offering, net364-
Issuance costs related to common stock issued in exchange for Viewpoint common stock(65)-
Net cash provided by financing activities78528
Net decrease in cash, cash equivalents, and restricted cash(11,755)(39,361)
Cash, cash equivalents, and restricted cash beginning of period21,17560,536
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH END OF PERIOD$9,420$21,175
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets:
Cash and cash equivalents$9,238$20,993
Restricted cash182182
Total cash, cash equivalents, and restricted cash shown on the consolidated statements of cash flows$9,420$21,175

F-25

19.Related Parties

During the year ended* June 30, 2022,the Company engaged with SphereRx, LLC, owned by Lori Woods, our Chairperson and board member, to assist in making payments to suppliers in Russia as our bank had an internal policy that it couldnot* send wires to Russia due to the ongoing Russia-Ukrainian conflict. There werefour payments totaling $2,389,787. The Company reimbursed SphereRx, LLC for wire fees. There wasno other consideration or compensation related to these payments.

During the year ended* December 31, 2023,and the transition period ended December 31, 2022,there wereno* related party transactions.

20.Subsequent Events

*** March 2024*Private Placement with Institutional Investors**

On* March 4, 2024,Perspective entered into an investment agreement (the "March 2024Investment Agreement”) with certain accredited institutional investors (“Institutional Investors”) pursuant to which Perspective agreed to issue and sell, in a private placement (the “March 2024Private Placement”),92,009,981 shares of Perspective’s common stock for a purchase price of $0.95 per share, representing the closing price of the Common Stock on March 1, 2024.The closing of the March 2024Private Placement occurred on March 6, 2024 (the "March 2024*Closing").

The gross proceeds to the Company from the* March 2024Private Placement were approximately $87.4 million, before deducting fees payable to the Placement Agents (as defined below) and other estimated transaction expenses. Perspective intends to use the net proceeds from the March 2024Private Placement for general corporate and working capital purposes, which may*include research and development expenditures, preclinical study and clinical trial expenditures, manufacturing expenditures, commercialization expenditures, capital expenditures, acquisitions of new technologies, products or businesses and investments.

The* March 2024*Investment Agreement contains customary representations, warranties and agreements by the Company and the Institutional Investors, indemnification obligations of the Company and the Institutional Investors, other obligations of the parties and termination provisions.

The* March 2024Private Placement was conducted pursuant to a Placement Agency Agreement, dated March 4, 2024 (*the “Placement Agency Agreement”), by and between Perspective and Oppenheimer & Co. Inc., as representative of the placement agents named therein (the “Placement Agents”). Per the Placement Agency Agreement, Perspective agreed to: (i) pay the Placement Agents a cash fee equal to 5.85% of the gross proceeds received by the Company from the sale of the Shares; and (ii) reimburse the Placement Agents for certain fees and expenses. The Placement Agency Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

Lantheus Agreements

Investment Agreement

On* January 8, 2024,Perspective entered into an investment agreement (the “Lantheus Investment Agreement”) with Lantheus Alpha Therapy, LLC, a Delaware limited liability company and wholly owned subsidiary of Lantheus Holdings, Inc. (“Lantheus”), pursuant to which Perspective agreed to sell and issue to Lantheus in a private placement transaction (the “Lantheus Private Placement”) certain shares (the “Lantheus Shares”) of Perspective’s Common Stock. The closing of the purchase and sale of the Lantheus Shares to Lantheus by Perspective (the “Lantheus Closing”) were subject to Perspective raising at least $50.0 million of gross proceeds (excluding Lantheus’ investment) in a qualifyingthird*-party financing transaction, which occurred on* January 22, 2024.*

The number of Lantheus Shares sold was 56,342,355, representing 19.99% of the outstanding shares of Common Stock as of* January 8, 2024.*Pursuant to the Lantheus Investment Agreement, Perspective agreed to cooperate in good faith to negotiate and enter into a registration rights agreement with Lantheus, obligating Perspective to file a registration statement on Form S-3 with the U.S. Securities and Exchange Commission to register for resale the Lantheus Shares issued at the Lantheus Closing. The Lantheus Investment Agreement also contains agreements of Perspective and Lantheus whereby Lantheus is provided certain board observer and information rights of Perspective, as well as standstill provisions prohibiting Lantheus from taking certain actions for a specified period of time, subject to certain exceptions.

The Lantheus Investment Agreement also provides Lantheus with certain pro rata participation rights to maintain its ownership position in Perspective in the event that Perspective makes any public or non-public offering of any equity or voting interests in Perspective or any securities that are convertible or exchangeable into (or exercisable for) equity or voting interests in Perspective, subject to certain exceptions.

Pursuant to the Lantheus Investment Agreement, Perspective is required to notify Lantheus within10 business days of the end of a fiscal quarter in which Perspective issued shares of Common Stock pursuant to that certain At Market Issuance Sales Agreement among Perspective, Oppenheimer & Co. Inc., B. Riley Securities, Inc., and JonesTrading Institutional Services LLC dated* November 17, 2023 (the “ATM Agreement”), of (i) the number of shares of Common Stock issued during such fiscal quarter pursuant to the ATM Agreement and (ii) the average price per share received by Perspective before commissions (the “ATM Average Price”). Upon receipt of such notice, Lantheus mayelect, at its option, to purchase all or a portion of its Pro Rata Portion (as defined in the Lantheus Investment Agreement) of such shares at an aggregate price equal to the number of shares purchased multiplied by the ATM Average Price for such quarter (the “ATM Participation Right”). Pursuant to the Lantheus Investment Agreement, Lantheus may**not* exercise the ATM Participation Right more thantwo times per calendar year.

Asset Purchase Agreement

On* January 8, 2024,Perspective entered into an Asset Purchase Agreement (the “Progenics APA”) with Progenics Pharmaceuticals, Inc., a Delaware corporation (“Progenics”) and affiliate of Lantheus, pursuant to which Perspective will acquire certain assets and the associated lease of Progenics’ radiopharmaceutical manufacturing facility in Somerset, New Jersey for a purchase price of $8.0 million in cash. The closing of the transactions pursuant to the Progenics APA was subject to customary closing conditions, including regulatory approval. The transactions contemplated by the Progenics APA closed on March 1, 2024.*

F-26

Option Agreement

On* January 8, 2024,Perspective entered into that certain Option Agreement (the “Option Agreement” and together with the Lantheus Investment Agreement and the Progenics APA, the “Agreements”) with Lantheus whereby Lantheus was granted an exclusive option to negotiate an exclusive, worldwide, royalty- and milestone-bearing right and license to [212Pb]VMT-α-NET, the Company’s clinical-stage alpha therapy developed for the treatment of neuroendocrine tumors and a right to co-fund the Investigational New Drug ("IND") application, enabling studies for early-stage therapeutic candidates targeting prostate-specific membrane antigen and gastrin-releasing peptide receptor and, prior to IND filing, a right to negotiate for an exclusive license to such candidates. In consideration of the rights granted by the Company to Lantheus pursuant to the Option Agreement, Lantheus will pay to Perspective aone*-time payment of $28.0 million, subject to certain withholding provisions related to the closing contemplated by the Progenics APA.

Under the terms of the Option Agreement, Lantheus also has a right offirst offer and last look protections for anythird-party merger and acquisition transactions involving the Company for a12-month period beginning on* January 8, 2024.*

The Agreements contain customary representations, warranties and covenants that were made solely for the benefit of the parties to the Agreements. Such representations, warranties and covenants (i) are intended as a way of allocating risk between the parties to the Agreements andnot as statements of fact and (ii)* mayapply standards of materiality in a way that is different from what maybe viewed as material by stockholders of, or other investors in, Perspective. Accordingly, the Agreements are being disclosed only to provide investors with information regarding the terms of the transaction andnot* to provide investors with any other factual information regarding Perspective. Moreover, information concerning the subject matter of the representations and warranties* maychange after the date of the Agreements, which subsequent information mayor may**not* be fully reflected in public disclosures.

*** January 2024*Public Offering**

On* January 17, 2024,Perspective entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc., as representative of the underwriters named therein (the “Underwriters”), in connection with its previously announced underwritten public offering (the “Public Offering”) of 132,075,218 shares (the “Public Shares”) of Perspective's Common Stock and, in lieu of Public Shares to certain investors, pre-funded warrants (the “Pre-funded Warrants”) to purchase 30,086,944 shares of Common Stock. The price to the public for the Public Shares was $0.37 per Public Share, and the price to the public for the Pre-funded Warrants was $0.369 per Pre-funded Warrant, which represents the per share price for the Public Shares less the $0.001 per share exercise price for each such Pre-funded Warrant. Under the terms of the Underwriting Agreement, Perspective granted the Underwriters an option, exercisable for30* days, to purchase up to an additional 24,324,324 shares of Common Stock at the same price per share as the Public Shares, which such option was fully exercised by the Underwriters on* January 18, 2024.The Public Offering closed on January 22, 2024.*

The gross proceeds to Perspective from the Public Offering were approximately $69.0 million, before underwriting discounts and commissions and estimated expenses of the Public Offering.

Perspective intends to use the net proceeds from the Public Offering for general corporate purposes, which* may*include research and development expenditures, preclinical study and clinical trial expenditures, manufacturing expenditures, commercialization expenditures, working capital, capital expenditures, acquisitions of new technologies, products or businesses and investments.

The Public Offering was made pursuant to Perspective’s shelf registration statement on Form S-3 (FileNo. 333-275638), declared effective by the Securities and Exchange Commission on* December 14, 2023,a base prospectus dated December 14, 2023,and the related prospectus supplement dated January 17, 2024.*

The Pre-funded Warrants are exercisable at any time after the date of issuance. The exercise price and the number of shares of Common Stock issuable upon exercise of each Pre-funded Warrant (the “Warrant Shares”) are subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock as well as upon any distribution of assets, including cash, stock or other property, to Perspective’s stockholders. The Pre-funded Warrants willnot expire and are exercisable in cash or by means of a cashless exercise. A holder of Pre-funded Warrants* may**not* exercise such Pre-funded Warrants if the aggregate number of shares of Common Stock beneficially owned by such holder, together with its affiliates, would beneficially own more than4.99% of the issued and outstanding shares of Common Stock following such exercise, as such percentage ownership is determined in accordance with the terms of the Pre-funded Warrants. A holder of Pre-funded Warrants* mayincrease or decrease this percentagenot* in excess of19.99% by providing at least61 days’ prior notice to Perspective.

The Underwriting Agreement contains customary representations, warranties and agreements by Perspective, customary conditions to closing, indemnification obligations of Perspective and the Underwriters, including for liabilities under the Securities Act of1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and* may*be subject to limitations agreed upon by the contracting parties.

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