パースペクティブセラピューティクスの四半期報告

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


	☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended September 30, 2025


	☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from __________ to ____________

Commission File Number: 001-33407

PERSPECTIVE THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)


Delaware	41-1458152
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2401 Elliott Avenue, Suite 320 Seattle, Washington	98121
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (206) 676-0900

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	CATX	NYSE American LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date:


Class	Outstanding as of November 6, 2025
Common stock, $0.001 par value	74,337,990

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

In addition to historical information, this Quarterly Report on Form 10-Q (Form 10-Q), contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). This statement is included for the express purpose of availing Perspective Therapeutics, Inc. of the protections of the safe harbor provisions of the PSLRA.

This Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements contained in this Form 10-Q other than statements of historical fact, including, without limitation, statements regarding our future financial condition, results of operations, business strategy and plans and objectives of management for future operations, industry trends and other future events are forward-looking statements. In some cases, you can identify forward-looking statements by terminology, such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “may,” “could,” “might,” “plan,” “should,” “will,” “would” or the negative of these terms and other similar expressions, although not all forward-looking statements contain these identifying terms. Forward-looking statements in this Form 10-Q include, among other things:

•

the timing, progress and results of our preclinical studies and clinical trials of our current and future program candidates, including statements regarding the timing of our planned regulatory communications, submissions and approvals, initiation and completion of studies or trials and related preparatory work and the period during which the results of the trials will become available, and our research and development programs;

•

our ability to obtain and maintain regulatory approvals for our future program candidates, including our ability to obtain Fast Track designation from the U.S. Food and Drug Administration (the FDA) under our Investigational New Drug application for our novel asset, PSV359;

•

the potential impact of changes and disruptions at the FDA, including a reduction in the FDA’s workforce and/or decreased funding for the FDA, on our business;

•

our manufacturing infrastructure, capabilities and strategy, including the scalability and commercial viability of our manufacturing methods and processes, and potential expansion of our manufacturing footprint;

•

our ability to identify patients with the diseases treated by our program candidates and to enroll these patients in our clinical trials;

•

the risk that unconfirmed responses reported in preliminary or interim data from our clinical trials may not ultimately result in confirmed responses to treatment after follow-up evaluations or audit and verification procedures;

•

our expectations regarding the potential functionality, capabilities and benefits of our program candidates, if approved, for commercial use;

•

the potential size of the commercial market for our program candidates;

•

our expectations regarding the scope of any approved indication for any program candidate;

•

our ability to successfully commercialize our program candidates;

•

our ability to leverage technology to identify and develop future program candidates;

•

our estimates of our expenses, ongoing losses, future revenue, capital requirements and our need for or ability to obtain additional funding before we can expect to generate any revenue from product sales;

•

our belief regarding the sufficiency of our cash resources to fund our current planned clinical milestones and operational investments into late 2026;

•

our competitive position and expectations regarding developments and projections relating to our competitors or our industry;

•

the potential impacts of U.S. and international trade policies, including tariffs, on our costs for supplies, equipment and materials used in the development and production of our targeted alpha therapy drug program candidates; and

•

expectations, beliefs, intentions and strategies regarding the future.

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These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Whether actual results will conform to the expectations and predictions of management is subject to a number of risks and uncertainties described under the heading “Risk Factors” in Part I, Item IA of our Annual Report on Form 10-K for the period ended December 31, 2024, filed with the Securities and Exchange Commission on March 26, 2025 and amended on March 28, 2025, that may cause actual results to differ materially. Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by such risks and uncertainties, and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations. Readers are cautioned not to place undue reliance on such forward-looking statements as they speak only of our views as of the date the statement was made (or any earlier date indicated in such statement). While we may update certain forward-looking statements from time to time, we undertake no obligation to do so, whether as a result of new information, future events or otherwise, except as required by applicable law. Our U.S. Securities and Exchange Commission (SEC) filings are available publicly on the SEC’s website at www.sec.gov.

AVAILABLE INFORMATION

As soon as reasonably practicable after they are filed electronically with the SEC, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, other SEC filings and amendments to those reports are available without charge on our website, www.perspectivetherapeutics.com, which we also use to announce material information to the public. We are providing the address to our website solely for the information of investors. We do not intend the address to be an active link or to otherwise incorporate the contents of the website into this Form 10-Q.

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PERSPECTIVE THERAPEUTICS, INC.

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PART I	FINANCIAL INFORMATION

Item 1	Financial Statements	1

	Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	1

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2025 and 2024 (unaudited)	2

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (unaudited)	3

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024 (unaudited)	4

	Notes to the Unaudited Condensed Consolidated Financial Statements	6

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3	Quantitative and Qualitative Disclosures About Market Risk	30

Item 4	Controls and Procedures	30

PART II	OTHER INFORMATION

Item 1	Legal Proceedings	31

Item 1A	Risk Factors	31

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 3	Defaults Upon Senior Securities	31

Item 4	Mine Safety Disclosures	31

Item 5	Other Information	31

Item 6	Exhibits	32

Signatures		33

iii

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PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

Perspective Therapeutics, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except shares and par value data)


	September 30,			December 31,
	2025			2024
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	26,762		$	61,580
Short-term investments		147,375			165,336
Accounts receivable, net of allowance for doubtful accounts: $375 and $543		179			116
Prepaid expenses and other current assets		4,184			4,128
Total current assets		178,500			231,160
Noncurrent assets:
Property and equipment, net		64,351			57,321
Right-of-use asset, net		1,536			2,215
Intangible assets, in-process research and development		50,000			50,000
Other assets, net		438			405
Total assets	$	294,825		$	341,101

LIABILITIES AND STOCKHOLDERSʼ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	13,148		$	10,343
Lease liability		704			957
Accrued personnel expenses		6,711			5,478
Note payable		55			52
Deferred Income (Note 3)		-			1,400
Total current liabilities		20,618			18,230
Noncurrent liabilities:
Lease liability, net of current portion		971			1,428
Note payable, net of current portion		1,583			1,625
Deferred Income, net of current portion (Note 3)		26,600			26,600
Deferred tax liability		2,495			2,495
Other noncurrent liabilities		342			55
Total liabilities		52,609			50,433

Commitments and contingencies (Note 10)

Stockholdersʼ equity:
Preferred stock: $0.001 par value; 7,000,000 shares authorized; 5,000,000 designated Series B convertible; no shares issued		-			-
Common stock: $0.001 par value; authorized 750,000,000 shares; issued 74,337,990 and 70,671,464 shares		74			70
Additional paid-in capital		539,378			522,368
Accumulated other comprehensive income (loss)		114			(51	)
Accumulated deficit		(297,350	)		(231,719	)
Total stockholdersʼ equity		242,216			290,668

Total liabilities and stockholdersʼ equity	$	294,825		$	341,101

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Perspective Therapeutics, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)

(Dollars and shares in thousands, except for per-share amounts)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024

Grant revenue	$	209		$	369		$	841		$	1,220

Operating expenses:
Research and development		20,339			12,028			51,291			28,755
General and administrative		7,731			6,975			23,282			18,367
Total operating expenses		28,070			19,003			74,573			47,122

Operating loss		(27,861	)		(18,634	)		(73,732	)		(45,902	)

Non-operating income (expense):
Interest income		1,957			3,581			6,500			7,868
Interest and other expense		(65	)		(69	)		(312	)		(121	)
Other income from a related party (Note 3)		-			-			1,400			-
Equity in loss of affiliate		-			-			(1	)		(6	)
Total non-operating income, net		1,892			3,512			7,587			7,741

Net loss from continuing operations		(25,969	)		(15,122	)		(66,145	)		(38,161	)
Net gain (loss) from discontinued operations		-			-			514			(949	)
Net loss	$	(25,969	)	$	(15,122	)	$	(65,631	)	$	(39,110	)

Basic and diluted loss per share:
Loss from continuing operations	$	(0.35	)	$	(0.21	)	$	(0.90	)	$	(0.61	)
Gain (loss) from discontinued operations		-			-			0.01			(0.01	)
Basic and diluted loss per share	$	(0.35	)	$	(0.21	)	$	(0.89	)	$	(0.62	)

Weighted average shares used in computing net loss per share:
Basic and diluted		74,296			70,629			73,637			62,293

Unrealized gain on available-for-sale securities	$	111		$	-		$	165		$	-
Comprehensive loss	$	(25,858	)	$	(15,122	)	$	(65,466	)	$	(39,110	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Perspective Therapeutics, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (unaudited)

(In thousands)


	Nine Months Ended September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(65,631	)	$	(39,110	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Net accretion of discounts on available-for-sale securities		(2,323	)		-
Depreciation and amortization expense		2,240			1,597
Accrued interest on held-to-maturity investments		-			(899	)
Share-based compensation		6,657			3,327
Other noncash expense, net		236			204
Changes in operating assets and liabilities:
Accounts receivable, net		(63	)		832
Interest receivable		(305	)		-
Inventory		-			11
Prepaid expenses and other current assets		249			(975	)
Accounts payable and accrued expenses		993			14,937
Deferred Income1		(1,400	)		28,000
Accrued personnel expenses		1,233			388
Other noncurrent liabilities		287			-
Net cash (used in) provided by operating activities		(57,827	)		8,312

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment		(7,674	)		(39,800	)
Additions to other assets		(84	)		(24	)
Purchases of held-to-maturity securities		-			(78,730	)
Proceeds from held-to-maturity securities		-			38,225
Purchases of available-for-sale securities		(99,225	)		-
Maturities of available-for-sale securities		119,674			-
Net cash provided by (used in) investing activities		12,691			(80,329	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of note payable		(39	)		(36	)
Proceeds from sales of common stock, pursuant to exercise of warrants, net		-			125
Proceeds from sales of common stock, pursuant to exercise of options		371			896
Proceeds from the issuance of common stock and Pre-funded Warrants, net1		-			288,055
Proceeds from the sale of common stock pursuant to at-the-market offering, net1		9,986			-
Net cash provided by financing activities		10,318			289,040

Net (decrease) increase in cash, cash equivalents and restricted cash		(34,818	)		217,023
Cash, cash equivalents and restricted cash beginning of period		61,580			9,420
CASH, CASH EQUIVALENTS AND RESTRICTED CASH END OF PERIOD	$	26,762		$	226,443

Supplemental schedule of noncash investing and financing activities:
Property and equipment in accounts payable and accrued expenses	$	1,591		$	16,518
Recognition of operating lease liability and right-of-use asset		-			2,115

1. See Note 3, Investments and Agreements, for additional information.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Perspective Therapeutics, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

(In thousands, except shares)


	Common Stock
	Shares		Amount		Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total

Balances at December 31, 2024		70,671,464	$	70	$	522,368		$	(51	)	$	(231,719	)	$	290,668
Issuance of common stock pursuant to the ATM, net		3,379,377		3		9,983			-			-			9,986
Unrealized gain on available-for-sale securities		-		-		-			70			-			70
Share-based compensation		-		-		2,098			-			-			2,098
Net loss		-		-		-						(18,177	)		(18,177	)
Balances at March 31, 2025		74,050,841	$	73	$	534,449		$	19		$	(249,896	)	$	284,645
Issuance of stock pursuant to the exercise of Pre-funded Warrants, net		145,852		1		(1	)		-			-			-
Issuance of common stock pursuant to the exercise of options		66,297		-		145			-			-			145
Unrealized loss on available-for-sale investments		-		-		-			(16	)		-			(16	)
Share-based compensation		-		-		2,403			-			-			2,403
Net loss		-		-		-			-			(21,485	)		(21,485	)
Balances at June 30, 2025		74,262,990	$	74	$	536,996		$	3		$	(271,381	)	$	265,692
Issuance of common stock pursuant to the exercise of options		75,000		-		226			-			-			226
Unrealized gain on available-for-sale securities		-		-		-			111			-			111
Share-based compensation		-		-		2,156			-			-			2,156
Net loss		-		-		-			-			(25,969	)		(25,969	)
Balances at September 30, 2025		74,337,990	$	74	$	539,378		$	114		$	(297,350	)	$	242,216

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Perspective Therapeutics, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

(In thousands, except shares)


	Common Stock
	Shares			Amount		Additional Paid-in Capital			Accumulated Deficit			Total

Balances at December 31, 20231		28,180,985		$	28	$	227,591		$	(152,440	)	$	75,179
Issuance of common stock and Pre-funded Warrants, net1,2		30,475,187		31			166,183			-			166,214
Issuance of common stock pursuant to the exercise of options1		35,424			-		126			-			126
Share-based compensation		-			-		656			-			656
Net loss		-			-		-			(12,284	)		(12,284	)
Balances at March 31, 20241		58,691,596		$	59	$	394,556		$	(164,724	)	$	229,891
Issuance of common stock and Pre-funded Warrants, net1,2		8,686,834			8		121,833			-			121,841
Cancellation of fractional shares due to the 1-for-10 reverse stock split		(114	)		-		(1	)		-			(1	)
Issuance of common stock pursuant to the exercise of options1		24,450			-		128			-			128
Issuance of common stock pursuant to the exercise of common stock warrants1		22,401			-		123			-			123
Share-based compensation		-			-		719			-			719
Net loss		-			-		-			(11,704	)		(11,704	)
Balances at June 30, 2024		67,425,167		$	67	$	517,358		$	(176,428	)	$	340,997
Issuance of common stock pursuant to the exercise of options		137,229			-		642			-			642
Issuance of common stock pursuant to the exercise of common stock warrants		385			-		2			-			2
Share-based compensation		-			-		1,952			-			1,952
Net loss		-			-		-			(15,122	)		(15,122	)
Balances at September 30, 2024		67,562,781		$	67	$	519,954		$	(191,550	)	$	328,471

1. Amounts for prior periods presented have been retroactively adjusted to reflect the 1-for-10 reverse stock split effected on June 14, 2024. See Note 1 for details.

2. See Note 3, Investments and Agreements, for additional information.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Perspective Therapeutics, Inc. and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Basis of Presentation and Summary of Significant Accounting Policies

Perspective Therapeutics, Inc. is a radiopharmaceutical development company that is pioneering advanced treatment applications for cancers throughout the body. The accompanying consolidated financial statements are those of Perspective Therapeutics, Inc., and its wholly owned subsidiaries, referred to herein as “Perspective Therapeutics” or the “Company.” All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, all adjustments necessary for the fair presentation of the condensed consolidated financial statements for the interim periods presented have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes as set forth in the Company’s Annual Report on Form 10-K for the period ended December 31, 2024 filed with the Securities and Exchange Commission (SEC) on March 26, 2025 and amended on March 28, 2025 (2024 Form 10-K).

The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP). Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures are adequate for the information not to be misleading. The unaudited condensed consolidated financial statements reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s financial position, results of operations and cash flows for the interim periods, but are not necessarily indicative of the results expected for the full fiscal year or any other period.

Discontinued Operations

On April 12, 2024, the Company completed the sale of its Cesium-131 brachytherapy business and substantially all of the assets of Isoray Medical, Inc. (Isoray), a wholly owned subsidiary of Perspective Therapeutics, to GT Medical Technologies, Inc. (GT Medical) (such transaction being the GT Medical Closing). Pursuant to the GT Medical Closing, GT Medical issued to Isoray 279,516 shares of GT Medical’s common stock, par value $0.0001 per share, representing 0.5% of GT Medical’s issued and outstanding capital stock on a fully diluted basis as of the closing. Accordingly, the financial information and operating results of the Cesium-131 brachytherapy business have been presented as discontinued operations in the condensed consolidated financial statements for all periods presented. Unless otherwise noted, discussion within these notes to the condensed consolidated financial statements relates to continuing operations. For additional information, see Note 4, Discontinued Operations, in this Form 10-Q and Note 5, Discontinued Operations, in the 2024 Form 10-K.

Reverse Stock Split

On June 14, 2024, the Company effected a 1-for-10 reverse stock split (Reverse Split) of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (Common Stock), and the Common Stock began trading on a split-adjusted basis on June 17, 2024. The Reverse Split did not reduce the total number of authorized shares of Common Stock or the Company’s preferred stock, par value $0.001 per share (Preferred Stock), or change the par values of the Common Stock or Preferred Stock. The Reverse Split affected all stockholders uniformly and did not affect any stockholder’s ownership percentage of the shares of Common Stock (except to the extent that the Reverse Split resulted in some of the stockholders receiving cash in lieu of fractional shares). All outstanding options and warrants entitling their holders to purchase shares of Common Stock were adjusted as a result of the Reverse Split, in accordance with the terms of each such security. In addition, the number of shares reserved for future issuance pursuant to the Company’s equity incentive plans was also adjusted accordingly. As a result, all historical per share data, number of shares issued and outstanding, and outstanding options and warrants for the periods presented in the accompanying condensed consolidated financial statements and notes thereto have been adjusted retroactively in this Form 10-Q, where applicable, to reflect the Reverse Split.

Segment Information

A segment is defined as a component of an entity that has discrete financial information available for regular evaluation by the Chief Operating Decision Maker (CODM) and is used to make decisions on how to allocate resources and assess performance. The Company has one operating and reportable segment, which is its radiopharmaceutical development segment. The accounting policies of the radiopharmaceutical development segment are the same as those reported in Note 2, Summary of Significant Accounting Policies, in the 2024 Form 10-K. The measurement of segment profit or loss is reported as “net loss” in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company monitors its cash, cash equivalents and short-term investments, as reported on the Condensed Consolidated Balance Sheets, to determine funding for its research and development. To allocate resources, the Company’s CODM, who is its Chief Executive Officer, regularly reviews scientific data from clinical and preclinical studies and forecasted expenses for continuing operations. The Company currently does not generate revenue from commercial products and incurs the majority of its operating expenses in the United States.

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Liquidity

The Company assesses its liquidity in terms of its ability to generate cash to fund its operating, investing and financing activities. The Company has had a history of operating losses and an absence of significant recurring cash inflows from revenue. At September 30, 2025, the Company had cash, cash equivalents and short-term investments of $174.1 million and total accumulated deficit of $297.4 million. The Company has historically financed its operations primarily through selling equity.

The Company believes that its $174.1 million of cash, cash equivalents and short-term investments as of September 30, 2025 will enable it to fund its current planned operations into late 2026, though it may raise additional capital through a combination of equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements and/or government funding and grants.

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The operating plan may change as a result of many factors currently unknown to management, and there can be no assurance that the current operating plan will be achieved in the timeframe anticipated by management or at all, and the Company may need to seek additional funds sooner than anticipated. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from potential unknown factors.

Reclassifications

In addition to the changes to the Company’s financial statement presentation related to the matters discussed under “Discontinued Operations” above, the Company has made certain reclassifications to prior period amounts in the condensed consolidated financial statements and accompanying notes to conform to the current period presentation. The reclassification of these items had no impact on net loss, financial position or cash flows in the current or prior periods. Specifically, the following items were updated in the Condensed Consolidated Statements of Cash Flows:

•

Depreciation expense and amortization of other assets were combined to create depreciation and amortization expense; and

•

Foreign currency adjustments, lease expense, loss on divestiture and equity in loss of affiliate (see the Condensed Consolidated Statements of Operations and Comprehensive Loss) were combined to create other noncash expense, net.

Summary of Significant Accounting Policies

The Company’s significant accounting policies and recent accounting pronouncements are described in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements in Item 8 of the 2024 Form 10-K. There have been no changes to the Company’s significant accounting policies, and the Company has not adopted any significant accounting policies during the nine months ended September 30, 2025.

Loss per Share

Basic and diluted loss per share is calculated by dividing net loss by the weighted average number of shares of Common Stock outstanding and does not include the impact of any potentially dilutive common stock equivalents. In January 2024 and May 2024, the Company issued pre-funded warrants in connection with the Public Offering (as defined below) and the Registered Offering (as defined below), respectively (see Note 3, Investments and Agreements, in this Form 10-Q). As the pre-funded warrants’ exercise price is nominal and there are no conditions that must be satisfied prior to their exercise, the pre-funded warrants are included in the calculation of the basic and diluted earnings per share as of September 30, 2024. All pre-funded warrants were exercised prior to June 30, 2025, and the shares issued upon exercise are included in the calculation of the basic and diluted earnings per share as though they had been issued at the beginning of the year. At each of September 30, 2025 and 2024, the calculation of diluted weighted average shares did not include common stock warrants or options that were potentially convertible into Common Stock as those would be antidilutive due to the Company’s net loss position.

Securities not considered in the calculation of diluted loss per share, but that could be dilutive in the future, are as follows:


	September 30, 2025		September 30, 2024
Common stock warrants		415,779		415,779
Common stock options		10,486,831		7,251,634
Total potentially dilutive securities		10,902,610		7,667,413

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Investments and Agreements

2024 At-the-Market (ATM) Agreement

On August 13, 2024, the Company entered into a Controlled Equity OfferingSM Sales Agreement (2024 ATM Agreement) with Cantor Fitzgerald & Co. and RBC Capital Markets, LLC (each, an ATM Agent, and together, the ATM Agents) pursuant to which the Company from time to time may offer and sell shares (2024 ATM Shares) of its Common Stock, through or to the ATM Agents having an aggregate sales price of up to $250.0 million.

Subject to the terms and conditions of the 2024 ATM Agreement, each ATM Agent is required to use its commercially reasonable efforts to sell the ATM Shares from time to time, based upon the Company’s instructions. The Company has provided the ATM Agents with customary indemnification rights, and the ATM Agents will be entitled to a commission of up to 3.0% of the gross proceeds from each sale of the ATM Shares effectuated through or to the applicable ATM Agent selling the ATM Shares.

Sales of the 2024 ATM Shares under the 2024 ATM Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended. The Company has no obligation to sell any of the 2024 ATM Shares and may at any time suspend offers under the 2024 ATM Agreement or terminate the 2024 ATM Agreement.

Any Common Stock sold under the 2024 ATM Agreement will be issued and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-279692) (the May 2024 Registration Statement), which initially became effective on May 24, 2024 and which was subsequently amended on March 26, 2025 and April 4, 2025, with Post-Effective Amendment #3 being declared effective by the SEC on April 8, 2025. On August 13, 2024, the Company initially filed a prospectus supplement to the May 2024 Registration Statement with the SEC in connection with the offer and sale of up to $250.0 million of the 2024 ATM Shares pursuant to the 2024 ATM Agreement. The Company re-filed the ATM prospectus supplement with each of the post-effective amendments to the May 2024 Registration Statement.

On February 18, 2025, the Company sold 3,379,377 shares of its Common Stock under the 2024 ATM Agreement at an average price of approximately $3.02 per share of Common Stock, resulting in gross proceeds of approximately $10.2 million.

May 2024 Registered Offering

On May 24, 2024, the Company entered into an underwriting agreement with BofA Securities, Inc., as representative of the underwriters named therein, in connection with its previously announced underwritten offering (Registered Offering) of 5,151,588 shares (Registered Offering Shares) of Common Stock and, in lieu of Registered Offering Shares to certain investors, pre-funded warrants (May 2024 Pre-funded Warrants) to purchase 146,425 shares of Common Stock. The price to the investors for the Registered Offering Shares was $15.10 per Registered Offering Share, and the price to the investors for the May 2024 Pre-funded Warrants was $15.09 per May 2024 Pre-funded Warrant, which represents the per share price for the Registered Offering Shares less the $0.01 per share exercise price for each such May 2024 Pre-funded Warrant. The Registered Offering closed on May 29, 2024. BofA Securities, Inc., Oppenheimer & Co. Inc. and RBC Capital Markets, LLC acted as joint book-running managers for the Registered Offering and B. Riley Securities, Inc. acted as a co-manager for the Registered Offering. JonesTrading Institutional Services LLC acted as a financial advisor for the Registered Offering.

The gross proceeds to the Company from the Registered Offering were approximately $80.0 million, before underwriting discounts and commissions and estimated expenses of the Registered Offering.

The May 2024 Pre-funded Warrants became exercisable subsequent to the filing and effectiveness of an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 14, 2024. The exercise price and the number of shares of Common Stock issuable upon exercise of each May 2024 Pre-funded Warrant were 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 the Company’s stockholders. The May 2024 Pre-funded Warrants did not have an expiration date and were exercisable in cash or by means of a cashless exercise. A holder of the May 2024 Pre-funded Warrants could not exercise such May 2024 Pre-funded Warrants if the aggregate number of shares of Common Stock beneficially owned by such holder, together with its affiliates, would have been more than 4.99% or 9.99%, as elected by such holder, 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 May 2024 Pre-funded Warrants. A holder of the May 2024 Pre-funded Warrants could increase or decrease this percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company. The holders of the May 2024 Pre-Funded Warrants exercised all of such warrants during the second quarter of 2025 by means of the cashless exercise provision and within the other constraints noted above.

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March 2024 Private Placement with Institutional Investors

On March 4, 2024, the Company entered into an investment agreement (March 2024 Investment Agreement) with certain accredited institutional investors (Institutional Investors) pursuant to which the Company agreed to issue and sell, in a private placement (the March 2024 Private Placement), 9,200,998 shares of Common Stock, for a purchase price of $9.50 per share, representing the closing price of the Common Stock on March 1, 2024. The closing of the March 2024 Private Placement occurred on March 6, 2024.

The gross proceeds to the Company from the March 2024 Private Placement were approximately $87.4 million, before deducting fees payable to the Placement Agents (as defined below) and other estimated transaction expenses.

The March 2024 Private Placement was conducted pursuant to a Placement Agency Agreement, dated March 4, 2024 (the Placement Agency Agreement), by and between the Company and Oppenheimer & Co. Inc., as representative of the placement agents named therein (the Placement Agents). Per the Placement Agency Agreement, the Company 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.

Lantheus Agreements

Investment Agreement

On January 8, 2024, the Company entered into an investment agreement (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 the Company agreed to sell and issue to Lantheus in a private placement transaction certain shares (Lantheus Shares) of Common Stock. The closing of the purchase and sale of the Lantheus Shares to Lantheus by the Company (the Lantheus Closing) was subject to the Company raising at least $50.0 million of gross proceeds (excluding Lantheus’ investment) in a qualifying third-party financing transaction, which occurred on January 22, 2024.

The number of Lantheus Shares sold was 5,634,235, representing 19.99% of the outstanding shares of Common Stock as of January 8, 2024. Pursuant to the Lantheus Investment Agreement, the Company agreed to cooperate in good faith to negotiate and enter into a registration rights agreement with Lantheus, obligating the Company to file a registration statement on Form S-3 with the SEC to register for resale the Lantheus Shares issued at the Lantheus Closing. The Company filed such Form S-3 on March 29, 2024, and the SEC declared it effective on April 9, 2024 (File No. 333-278362).

The Lantheus Investment Agreement also contains agreements of the Company and Lantheus whereby Lantheus is provided certain board observer and information rights of the Company, subject to certain exceptions.

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

Pursuant to the Lantheus Investment Agreement, the Company is required to notify Lantheus within 10 business days of the end of a fiscal quarter in which the Company issued shares of Common Stock pursuant to at-the-market programs, including the 2024 ATM Agreement, of (i) the number of shares of Common Stock issued during such fiscal quarter pursuant to the 2024 ATM Agreement and (ii) the average price per share received by the Company before commissions (ATM Average Price). Upon receipt of such notice, Lantheus may elect, 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 (ATM Participation Right). Pursuant to the Lantheus Investment Agreement, Lantheus may not exercise the ATM Participation Right more than two times per calendar year.

Asset Purchase Agreement

On January 8, 2024, the Company entered into an Asset Purchase Agreement (Progenics APA) with Progenics Pharmaceuticals, Inc., a Delaware corporation (Progenics) and affiliate of Lantheus, pursuant to which the Company acquired 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 transactions contemplated by the Progenics APA closed on March 1, 2024.

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Option Agreement

On January 8, 2024, the Company entered into an option agreement (Option Agreement) 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. If good-faith negotiations fail, Lantheus has a one-year right to reenter negotiations if a third party offers to purchase or license the [212Pb]VMT-α-NET program. Additionally, Lantheus has 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 paid to the Company a one-time payment of $28.0 million, subject to certain withholding provisions associated with the closing of the Progenics APA.

The Company determined that the Option Agreement should be accounted for as a research and development arrangement in accordance with Accounting Standards Codification (ASC) 730-20, Research and Development Arrangements, as Lantheus held approximately 19.9% of the Company’s outstanding Common Stock at March 31, 2024. The Option Agreement contains no repayment provisions, does not create any obligation to enter into any license, transfer or sale agreements with Lantheus, and does not restrict the use of the funds in any way.

Accordingly, the Condensed Consolidated Balance Sheets report current and long-term liabilities related to these options under the caption, “Deferred Income.” The values for each distinct option within the Option Agreement were determined by estimating the fair value of each distinct option by a third-party valuation firm and the liabilities will be recognized as income in the Condensed Consolidated Statements of Operations and Comprehensive Loss as the various options expire. In connection with the January 8, 2025 expiration of the right of first offer and last look provisions provided under the Option Agreement, the Company recognized $1.4 million on the Condensed Consolidated Statements of Operations and Comprehensive Loss as “Other income from a related party.”

January 2024 Public Offering

On January 17, 2024, the Company entered into an underwriting agreement (Underwriting Agreement) with Oppenheimer & Co. Inc., as representative of the underwriters named therein (Underwriters), in connection with its previously announced underwritten public offering (Public Offering) of 13,207,521 shares (Public Shares) of Common Stock and, in lieu of Public Shares to certain investors, pre-funded warrants (Jan. 2024 Pre-funded Warrants) to purchase 3,008,694 shares of Common Stock. The price to the public for the Public Shares was $3.70 per Public Share, and the price to the public for the Jan. 2024 Pre-funded Warrants was $3.69 per Jan. 2024 Pre-funded Warrant, which represents the per share price for the Public Shares less the $0.01 per share exercise price for each such Jan. 2024 Pre-funded Warrant. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 2,432,432 shares of Common Stock at the same price per share as the Public Shares, which was fully exercised by the Underwriters on January 18, 2024. The Public Offering closed on January 22, 2024.

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

The Public Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-275638), declared effective by the SEC on December 14, 2023, a base prospectus dated December 14, 2023, and the related prospectus supplement dated January 17, 2024.

The Jan. 2024 Pre-funded Warrants were 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 Jan. 2024 Pre-funded Warrant were 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 the Company’s stockholders. The Jan. 2024 Pre-funded Warrants did not have an expiration date and were exercisable in cash or by means of a cashless exercise. A holder of Jan. 2024 Pre-funded Warrants could not exercise such Jan. 2024 Pre-funded Warrants if the aggregate number of shares of Common Stock beneficially owned by such holder, together with its affiliates, would have been more than 4.99% 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 Jan. 2024 Pre-funded Warrants. A holder of Jan. 2024 Pre-funded Warrants could increase or decrease this percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company. The holder of the Jan. 2024 Pre-Funded Warrants exercised all of such warrants during the fourth quarter of 2024 by means of the cashless exercise provision and within the other constraints noted above.

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2023 ATM Agreement

The Company entered into an ATM Issuance Sales Agreement, dated November 17, 2023, by and among the Company, Oppenheimer & Co., Inc., B. Riley Securities, Inc. and JonesTrading Institutional Services LLC, to create an ATM equity program under which it may offer and sell shares of its Common Stock, from time to time (2023 ATM Agreement).

On November 17, 2023, the Company filed a shelf registration statement on Form S-3 with the SEC (File No. 333-275638) and accompanying base prospectus, declared effective by the SEC on December 14, 2023, for the offer and sale of up to $200.0 million of its securities (December 2023 Registration Statement). Also on November 17, 2023, the Company filed a prospectus supplement with the SEC in connection with the offering of up to $50.0 million of shares of its Common Stock pursuant to the 2023 ATM Agreement under the December 2023 Registration Statement.

On April 11, 2024, the Company sold 3,535,246 shares of its Common Stock under the 2023 ATM Agreement at an average price of approximately $14.00 per common share, resulting in gross proceeds of approximately $49.5 million.

On May 25, 2024, the Company terminated the offering of securities pursuant to the December 2023 Registration Statement in connection with the filing and effectiveness of the May 2024 Registration Statement.

On August 7, 2024, the Company delivered written notice to Oppenheimer & Co., Inc., B. Riley Securities, Inc. and JonesTrading Institutional Services LLC that it was terminating the 2023 ATM Agreement, which termination became effective August 12, 2024.

For additional information related to certain of the agreements discussed above, see Note 3 in the 2024 Form 10-K.

Discontinued Operations

The GT Medical Closing occurred on April 12, 2024 (GT Medical Closing Date). Previously, the Company announced that on December 7, 2023, Isoray entered into an Asset Purchase Agreement (GT Medical APA) by and among Isoray, the Company, and GT Medical pursuant to which Isoray would sell to GT Medical, and GT Medical would purchase from Isoray, all of Isoray’s right, title and interest in and to 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. Subject to limited exceptions set forth in the GT Medical APA, GT Medical did not assume the liabilities of Isoray.

Pursuant to the terms of, and subject to the conditions specified in, the GT Medical APA, at the GT Medical Closing, (i) GT Medical issued to Isoray 279,516 shares of GT Medical’s common stock, par value $0.0001 per share, representing 0.5% of GT Medical’s issued and outstanding capital stock on a fully diluted basis as of the GT Medical Closing Date and (ii) Isoray has the right to receive, and GT Medical is obligated to pay, certain cash royalty payments during each of the first four years beginning upon the GT Medical Closing Date (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 $10.0 million or less, 3.0% of such net sales; (b) if such net sales for a Measurement Period are greater than $10.0 million and less than $15.0 million, 4.0% of such net sales; and (c) if such net sales for a Measurement Period are $15.0 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.

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In accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations, the following table presents the components of discontinued operations in relation to the Business reported in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025			2024

Sales, net	$	-	$	-	$	-		$	2,178
Cost of sales		-		-		(332	)		1,564
Gross profit		-		-		332			614

Operating expenses:
Research and development		-		-		-			69
Sales and marketing		-		-		-			941
General and administrative		-		-		-			494
(Gain) loss recognized on assets held for sale		-		-		(182	)		59
Total operating expenses		-		-		(182	)		1,563

Total gain (loss) from discontinued operations	$	-	$	-	$	514		$	(949	)

The Company recognized a loss on classification as held for sale in December 2023 by identifying the assets and liabilities that were included in the GT Medical APA. Additionally, the loss recognized on classification as held for sale was determined using the estimated fair value of the GT Medical stock of $0.2 million received less the carrying value of the net assets sold. The fair value of the stock 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 initial calculation of the loss were contingent royalties that could be received from future sales. As of March 31, 2025, the GT Medical stock was valued at $0.2 million based on an updated valuation report prepared for GT Medical.

During the second quarter of 2025, the Company recognized $0.2 million in royalties received pursuant to the GT Medical APA for the period from April 2024 to April 2025. In addition, during the second quarter of 2025, the Company reduced its reserve for environmental waste disposal by $0.3 million based on an estimate received from the hazardous waste disposal vendor.

There is $0.2 million of stock-based compensation expense included in the unaudited Condensed Consolidated Statements of Cash Flows related to the discontinued operations for the nine months ended September 30, 2024.

For the three and nine months ended September 30, 2025 and 2024, there was no provision (benefit) for income taxes recorded related to the discontinued operations. Additionally, the Company is in a loss position and has recorded a full valuation allowance for the deferred tax assets associated with the discontinued operations.

Property and Equipment

In 2024, the Company purchased buildings located in the metropolitan areas of Houston, TX, Chicago, IL, and Los Angeles, CA, which it intends to use to manufacture its program candidates upon completion of modifications and installation of equipment. Also in 2024, the Company entered into a Master Equipment and Services Agreement (MESA) and statements of work (SOWs) thereunder with Comecer SpA (Comecer), pursuant to which the Company agreed to purchase from Comecer manufacturing equipment for the production of the Company’s radiopharmaceutical program candidates including, but not limited to, isotope processing hot cells and production suites and related equipment (collectively, the Deliverables) and services for installation and validation of the Deliverables at several of the Company’s production facilities in the United States. The aggregate consideration for such equipment and services pursuant to the MESA and SOWs is approximately €49.0 million payable in cash, excluding certain incidental costs, such as taxes, customs and duties, local transport, insurance and rigging. We may also elect to purchase certain additional equipment and services pursuant to the SOWs. The MESA provides for the payment of certain amounts in installments over the course of the production, installation and validation of the Deliverables. For additional information related to these 2024 events, see Note 7, Property and Equipment, of the 2024 Form 10-K.

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In October 2025, the Company entered into an agreement with a general contractor to begin building modifications at the Company’s facility in the Chicago, IL metropolitan area along with preparations for the eventual installation of some of the Comecer manufacturing equipment and associated clean rooms.

The Company’s property and equipment consisted of the following (in thousands):


	September 30, 2025			December 31, 2024

Building	$	1,770		$	1,770
Land		917			917
Equipment		13,817			11,423
Leasehold improvements		3,864			3,570
Construction in progress1		49,178			42,601
Property and equipment		69,546			60,281
Less accumulated depreciation		(5,195	)		(2,960	)
Property and equipment, net	$	64,351		$	57,321

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 sheets and, therefore, no depreciation expense has been recognized.

Other Intangible Assets

The following table summarizes the components of the Company’s other intangible assets (in thousands):


	September 30, 2025						December 31, 2024
	Cost		Accumulated Amortization		Net Carrying Value		Cost		Accumulated Amortization		Net Carrying Value
Indefinite-lived intangible assets
In-process research and development (IPR&D)	$	50,000	$	-	$	50,000	$	50,000	$	-	$	50,000
Total	$	50,000	$	-	$	50,000	$	50,000	$	-	$	50,000

The Company’s IPR&D assets represent the estimated fair value of its pipeline of acquired radiotherapy program candidates. The Company tests its indefinite-lived intangible assets for impairment during the fourth quarter of each year, or more frequently should circumstances change or events occur that would more likely than not reduce the fair value of its assets. No testing was deemed necessary during the three and nine months ended September 30, 2025. For additional information related to the Company’s IPR&D assets, see Notes 2, 4 and 10 in the Company’s 2024 Form 10-K.

Available-for-Sale Securities

The Company invests in available-for-sale securities that consist of U.S. Treasury Securities, U.S. Agency bonds, commercial paper, certificates of deposit, corporate debt securities and asset-backed securities.

The Company’s cash equivalents consisted of the following (in thousands):


	September 30, 2025		December 31, 2024
Cash equivalents
Money market funds	$	24,425	$	46,079
Corporate debt securities		-		9,663
Securities of U.S. government and government agencies		-		3,978
Total cash equivalents	$	24,425	$	59,720

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The Company’s available-for-sale securities that are measured at fair value on a recurring basis consisted of the following (in thousands):


		September 30, 2025
	Maturities	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Available-for-sale securities
Securities of U.S. government and government agencies	Within one year	$	44,057	$	41	$	(1	)	$	44,097
Commercial paper	Within one year		24,283		16		-			24,299
Certificates of deposit	Within one year		1,720		2		-			1,722
Corporate debt securities	Within one year		67,369		54		(4	)		67,419
Asset-backed securities	Within four years		9,833		6		(1	)		9,838
Total available-for-sale securities		$	147,262	$	119	$	(6	)	$	147,375

		December 31, 2024
	Maturities	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Available-for-sale securities
Securities of U.S. government and government agencies	Within two years	$	51,500	$	13	$	(13	)	$	51,500
Commercial paper	Within one year		44,480		7		(14	)		44,473
Corporate debt securities	Within one year		64,615		1		(46	)		64,570
Asset-backed securities	Within four years		4,792		1		-			4,793
Total available-for-sale securities		$	165,387	$	22	$	(73	)	$	165,336

The Company’s available-for-sale securities are classified as current assets, even though the stated maturity date may be one year or more beyond the current balance sheet date, which reflects management’s intention to use the proceeds from sales of these securities to fund operations as needed. At September 30, 2025, there were 20 available-for-sale securities with a fair value of $23.6 million that were in a gross unrealized loss position for less than 12 months and none that were in a gross unrealized loss position for 12 months or more. The Company determined it is not “more likely than not” that it will be required to sell these securities prior to recovery of their amortized cost basis. As such, the Company did not record a credit allowance as of either September 30, 2025 or December 31, 2024. Accrued interest receivable on the Company’s available-for-sale securities was de minimis and $0.2 million as of September 30, 2025 and December 31, 2024, respectively. For the three and nine months ended September 30, 2025 and 2024, the Company did not write off any accrued interest receivables, and there were no realized gains or losses.

Fair Value Measurements

Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 - Observable inputs such as quoted prices in active markets;

Level 2 - Inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data; and

Level 3 - Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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Below is the summary of our cash equivalents and short-term investments measured at fair value on a recurring basis and categorized using the fair value hierarchy (in thousands):


	September 30, 2025
	Level 1		Level 2		Estimated Fair Value
Cash equivalents
Money market funds	$	24,425	$	-	$	24,425
Total cash equivalents		24,425		-		24,425
Available-for-sale securities
Securities of U.S. government and government agencies		-		44,097		44,097
Commercial paper		-		24,299		24,299
Certificates of deposit				1,722		1,722
Corporate debt securities		-		67,419		67,419
Asset-backed securities		-		9,838		9,838
Total available-for-sale securities		-		147,375		147,375
Total cash equivalents and available-for-sale securities	$	24,425	$	147,375	$	171,800

	December 31, 2024
	Level 1		Level 2		Estimated Fair Value
Cash equivalents
Money market funds	$	46,079	$	-	$	46,079
Corporate debt securities		-		9,663		9,663
Securities of U.S. government and government agencies		-		3,978		3,978
Total cash equivalents		46,079		13,641		59,720
Available-for-sale securities
Securities of U.S. government and government agencies		-		51,500		51,500
Commercial paper		-		44,473		44,473
Corporate debt securities		-		64,570		64,570
Asset-backed securities		-		4,793		4,793
Total available-for-sale securities		-		165,336		165,336
Total cash equivalents and available-for-sale securities	$	46,079	$	178,977	$	225,056

There were no Level 3 financial instruments measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024.

For information related to short-term investments, see Note 7, Available-for-Sale Securities.

Share-Based Compensation

On May 31, 2024, the Company held its 2024 Annual Meeting of Stockholders (2024 Annual Meeting). At the 2024 Annual Meeting, the Company’s stockholders approved the Company’s Third Amended and Restated 2020 Equity Incentive Plan (the Amended and Restated Plan) which, among other things, (a) increased the aggregate number of shares of Common Stock authorized for issuance under the Amended and Restated Plan by 4,870,092 for a total of 12,500,000 shares of Common Stock, and (b) adjusted the “evergreen” provision included therein, such that the number of shares of Common Stock available for the grant of awards under the Amended and Restated Plan automatically increases on January 1 of each year in an amount equal to 5% of the number of shares of Common Stock issued and outstanding on December 31 of the immediately preceding year (subject to adjustment in the event of stock splits and other similar events); provided, however, that the Company’s Board of Directors may act prior to January 1 of a given year to provide that there will be no increase in the share limit for such year or provide that the increase for such year will be a lesser number of shares of Common Stock. On August 14, 2024, the Company filed a Form S-8 to register 4,870,092 additional shares of Common Stock authorized for issuance under the Amended and Restated Plan as approved by stockholders at the 2024 Annual Meeting. On March 26, 2025, the Company filed a Form S-8 to register 3,533,573 additional shares of Common Stock pursuant to the “evergreen” provision under the Amended and Restated Plan for 2025.

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The following table presents the share-based compensation expense recognized for all share-based compensation arrangements, excluding share-based compensation expense reported in Note 4, Discontinued Operations (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Research and development expense	$	1,058	$	814	$	2,913	$	1,336
General and administrative expense		1,098		1,138		3,744		1,825
Total share-based compensation expense	$	2,156	$	1,952	$	6,657	$	3,161

10.

Commitments and Contingencies

The Company has been in settlement negotiations with a representative for six stockholder plaintiff firms alleging the Company violated Delaware law in its preliminary proxy statement that was disseminated to stockholders in November 2022 for the Company’s annual meeting held in December 2022. Based on these settlement negotiations to date, the Company estimates that it will settle for no more than an aggregate of $0.2 million and, therefore, has an accrual for the estimated liability of $0.2 million as of September 30, 2025 and December 31, 2024. This balance is included in accrued expenses on the unaudited Condensed Consolidated Balance Sheets.

In May 2025, the Company entered into a purchase order with the U.S. Department of Energy (DOE) under which the Company will purchase thorium-228 from the DOE during 2025 and 2026. The purchase order includes a “take-or-pay” provision pursuant to which the Company is committed to purchasing approximately $8.4 million of thorium-228 during the term of the agreement.

11.

Related Parties

In connection with the Lantheus Investment Agreement entered into with Lantheus on January 8, 2024, the Company agreed to sell and issue the Lantheus Shares. The number of Lantheus Shares sold was 5,634,235, representing 19.99% of the outstanding shares of Common Stock as of January 8, 2024.

On January 8, 2024, the Company entered into the Progenics APA with Progenics, an affiliate of Lantheus, for a purchase price of $8.0 million. On March 1, 2024, the Company closed on the transactions contemplated by the Progenics APA.

Also on January 8, 2024, the Company entered into the Option Agreement 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. If good-faith negotiations fail, Lantheus has a one-year right to reenter negotiations if a third party offers to purchase or license the [212Pb]VMT-α-NET program. Additionally, Lantheus has a right to co-fund the 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 paid to the Company a one-time payment of $28.0 million, subject to certain withholding provisions associated with the closing of the Progenics APA.

Under the terms of the Option Agreement, Lantheus also had a right of first offer and last look protections for any third-party merger and acquisition transactions involving the Company for a 12-month period, which expired on January 8, 2025. In connection with the January 8, 2025 expiration of the right of first offer and last look provisions provided under the Option Agreement, the Company recognized $1.4 million on the Condensed Consolidated Statements of Operations and Comprehensive Loss as “Other income from a related party.”

On March 4, 2024, the Company entered into the March 2024 Investment Agreement in which the Company agreed to issue and sell 9,200,998 shares of Common Stock. Lantheus, a significant stockholder of the Company, purchased part of the shares issued to increase their ownership percentage to approximately 19.9% in the Company following the closing of the March 2024 Investment Agreement on March 6, 2024.

For additional information regarding the Lantheus Investment Agreement, the Progenics APA and the March 2024 Investment Agreement, see Note 3, Investments and Agreements.

On August 8, 2024, the Company entered into an access and license agreement with Lantheus. For additional information, see Note 12, Leases.

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12.

Leases

The Company accounts for its leases under ASC 842, Leases. Effective April 1, 2024, the Company entered into a lease with the Board of Regents, State of Iowa, for lab and office space at the BioVentures Center. The lease terminates in March 2026. Upon entering into this lease, the Company recognized a right-of-use asset and lease liability of approximately $1.1 million on the Condensed Consolidated 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 an amount equal to the lease payments in a similar economic environment as the lease does not provide an implicit discount rate.

The Company acquired a lease from Progenics, an affiliate of Lantheus, for a production facility in Somerset, NJ, effective on March 1, 2024 (see Note 3, Investments and Agreements, in this Form 10-Q). The lease terminates on November 29, 2028. Upon entering into this lease, the Company recognized a right-of-use asset and lease liability of approximately $0.3 million on the Condensed Consolidated 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 an amount equal to the lease payments in a similar economic environment as the lease does not provide an implicit discount rate.

On August 8, 2024, the Company assumed a lease from Progenics for office space in Somerset, NJ (Office). The lease terminates on November 30, 2028. Upon entering into this lease, the Company recognized a right-of-use asset and lease liability of approximately $0.6 million on the Condensed Consolidated 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 an amount equal to the lease payments in a similar economic environment as the lease does not provide an implicit discount rate.

Upon assuming the lease, the Company entered into a license and access agreement with Lantheus, which provides access to both dedicated and shared space of the Office (Access Agreement). There is no renewal option, and the termination options are available only for material breaches. In consideration of the Access Agreement, Lantheus agreed to pay base rent and associated costs through December 2024 directly to the landlord. The base rent through December 2024 was less than $0.1 million (Prepaid Rent). Pursuant to ASC 842, Leases, the Access Agreement is a sublease in which the Company is a sublessor and Lantheus is a sublessee. The Company will amortize the Prepaid Rent over the entire lease term of 52 months.

On July 1, 2023, the Company entered into a lease with Unico Properties LLC for office space in Seattle, WA, that terminates in October 2028. Upon entering into this lease, the Company recognized a right-of-use asset and lease liability of approximately $0.8 million on the Condensed Consolidated 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 an amount equal to the lease payments in a similar economic environment as the lease does not provide an implicit discount rate.

The weighted average remaining term and discount rate for the Company’s operating leases as of September 30, 2025 was 2.7 years and 8%, respectively.

The Company’s operating lease expense was $0.3 million and $0.8 million for the three and nine months ended September 30, 2025, respectively, and $0.3 million and $0.5 million for the three and nine months ended September 30, 2024, respectively.

The following table presents the future operating lease payments and lease liability included on the Condensed Consolidated Balance Sheet related to the Company’s operating leases as of September 30, 2025 (in thousands):


Years Ending December 31,
2025 (remaining three months)	$	280
2026		647
2027		493
2028		443
Total		1,863
Less: imputed interest		(188	)
Total lease liability		1,675
Less: current portion		(704	)
Noncurrent lease liability	$	971

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Asset Retirement Obligation

The Company had an asset retirement obligation (ARO) associated with the facility it leased in Richland, WA. This lease is included in the GT Medical APA and was assigned to GT Medical upon the GT Medical Closing, which occurred on April 12, 2024. As such, this liability is no longer reported as an ARO in the Company’s condensed consolidated financial statements as of September 30, 2025 and December 31, 2024. However, the Company maintains an estimated liability in its condensed consolidated financial statements related to hazardous waste removal that relates to activities prior to the GT Medical Closing. During the second quarter of 2025, the Company reduced this reserve by $0.3 million based on an estimate received from the hazardous waste disposal vendor. Accordingly, the estimated liability was $0.2 million and $0.5 million as of September 30, 2025 and December 31, 2024, respectively, and is included within “accounts payable and accrued expenses” in the Condensed Consolidated Balance Sheets. For additional information, see Note 4, Discontinued Operations, in this Form 10-Q.

13.

Note Payable

On December 29, 2022, the Company obtained a promissory note in the amount of $1.7 million for the purpose of purchasing land and a building in Coralville, IA. The note bears interest at 6.15% per annum and is collateralized by the property. The note requires monthly principal and interest payments, and a balloon payment of approximately $1.5 million is due on December 29, 2027.

The following table presents the current and long-term portions of the note payable (in thousands):


	September 30,			December 31,
	2025			2024

Note payable	$	1,638		$	1,677
Less: current portion		(55	)		(52	)
Note payable, long-term portion	$	1,583		$	1,625

The following table presents the future principal payments included on the Condensed Consolidated Balance Sheets related to the Company’s note payable as of September 30, 2025 (in thousands):


Years ending December 31:
2025 (remaining three months)	$	13
2026		56
2027		1,569
Total	$	1,638

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with (i) the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (Form 10-Q), (ii) our audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (SEC) on March 26, 2025 and amended on March 28, 2025 (2024 Form 10-K) and (iii) other filings we have made with the SEC. As discussed under the heading “Cautionary Note Regarding Forward-Looking Statements,” this discussion contains forward-looking statements that reflect our plans, estimates and beliefs, and involves numerous risks and uncertainties, including but not limited to those described under the heading “Risk Factors” in the 2024 Form 10-K that may cause actual results to differ materially from those described in or implied by any forward-looking statements. Unless the context otherwise requires, references in these notes to the “Company,” “Perspective,” “we,” “us” and “our,” except where the context requires otherwise, refer to Perspective Therapeutics, Inc. and its subsidiaries. References to “Isoray” refer to Isoray Medical, Inc., a wholly owned subsidiary.

Overview

We are a radiopharmaceutical development company that is pioneering advanced treatment applications for cancers throughout the body. We have proprietary technology that utilizes the alpha-emitting isotope Lead-212 (212Pb) to deliver powerful radiation specifically to cancer cells via specialized targeting moieties. We are also developing complementary imaging diagnostics that incorporate the same targeting moieties, which provides the opportunity to personalize treatment and optimizes patient outcomes. This theranostic approach enables the ability to see the specific tumor and then treat it to potentially improve efficacy and minimize toxicity.

Our neuroendocrine tumor (VMT-α-NET), melanoma (VMT01) and solid tumor (PSV359) programs are in Phase 1/2a imaging and therapy trials in the U.S. We are growing our regional network of drug product candidate finishing facilities, enabled by our proprietary 212Pb generator, to deliver patient-ready product candidates for clinical trials and commercial operations.

VMT-α-NET

We designed VMT-α-NET to target and deliver 212Pb to cancer-specific receptors on tumor cells expressing somatostatin receptor type 2 (SSTR2), a protein that is overexpressed in neuroendocrine tumors (NETs) and other cancers. [212Pb]VMT-α-NET is a targeted alpha therapy (TAT) in development for patients with unresectable or metastatic SSTR2-expressing tumors who have not previously received peptide-targeted radiopharmaceutical therapy. NETs are a group of rare, heterogeneous tumors that develop in different organs of the body and arise from specialized cells in the neuroendocrine system.

We initially dosed two patients in Cohort 1 (treated at 2.5 mCi per dose) and seven patients in Cohort 2 (treated at 5.0 mCi per dose) of our Phase 1/2a study of [212Pb]VMT-α-NET in patients with unresectable or metastatic SSTR2-expressing NETs, regardless of body weight. Subsequent review for dose-limiting toxicity (DLT) during the safety observation period in these seven patients in Cohort 2 by the Safety Monitoring Committee (SMC) led the SMC to recommend escalating further in a third cohort and enrolling additional patients at 5 mCi to better understand efficacy and safety. During the second quarter of 2025, enrollment for Cohort 2 closed with an additional 39 patients having received at least one treatment, for a total of 46 patients including the seven who were enrolled for DLT observation. As of October 31, 2025, a total of 35 patients in Cohort 2 would have had the opportunity for at least 32 weeks of follow up since beginning treatment, which is sufficient time for them to have completed at least one scan following the full course of treatment. In late June 2025, we announced the opening of Cohort 3 in which patients will receive up to four fixed administered doses of [212Pb]VMT-α-NET at 6 mCi every eight weeks if they weigh more than 60 kg (133 lb), or 100μCi/kg of body weight if they weigh less than or equal to 60 kg. As of September 30, 2025, eight Cohort 3 patients have commenced treatment with VMT-α-NET and will contribute to DLT observation for this dose level. We are evaluating whether to add additional patients to this cohort or explore alternative dose regimens before nominating a dose for a registration enabling study. We plan to submit to medical conferences relevant updates on patients dosed to date who have had the opportunity to receive at least one scan after their full treatment (up to four doses every eight weeks) for presentation in the next 12 months.

During October 2025, updated interim results from our ongoing Phase 1/2a clinical trial (NCT05636618) of [212Pb]VMT-α-NET in patients with unresectable or metastatic SSTR2-expressing NETs with a data cut-off date of September 12, 2025, were presented at the European Society for Medical Oncology (ESMO) Congress 2025, the 2025 North American Neuroendocrine Tumor Society (NANETS) Multidisciplinary NET Medical Symposium, and the AACR-NCI-EORTC International Conference on Molecular Targets and Cancer Therapeutics.

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In this analysis, 55 patients across three dose cohorts received at least one treatment of VMT-α-NET. Two patients in Cohort 1 and 23 patients in Cohort 2 had at least nine months of follow up since their initial treatment.

Safety findings based on the 55 patients who received at least one treatment demonstrated that [212Pb]VMT-α-NET continued to be well tolerated. There were no DLTs, no treatment-related discontinuations, no grade 4 or 5 treatment-emergent AEs, no serious renal complications and no clinically significant treatment-related myelosuppression. There was no dysphagia of any grade observed.

Anti-tumor activity based on all patients in Cohort 1 and half of the patients enrolled in Cohort 2 showed that out of these 25 patients, 20, or 80.0%, were progression free. Eight patients achieved confirmed responses according to investigator-assessed RECIST v1.1, all of which occurred in Cohort 2. While all 23 Cohort 2 patients had at least one tumor expressing SSTR2, 16 patients in Cohort 2 had SSTR2 expression in all of their tumors. Among the 16 patients with SSTR2 expression in all of their tumors, seven (44%) achieved confirmed responses and 14 (87.5%) remained progression free and on study with a median follow up of 41 weeks. Initial anti-tumor activity observations for an additional 23 patients in Cohort 2 and eight patients in Cohort 3 are expected to be submitted for presentation at a future medical conference in 2026.

VMT01

We are also leveraging our TAT platform with our second program candidate, VMT01, which is currently in Phase 1/2a clinical trials. We designed VMT01 to target and deliver 212Pb to tumor sites expressing melanocortin 1 receptor (MC1R), a protein that is overexpressed in melanoma cancers. [212Pb]VMT01 is a TAT in development for second-line or later treatment of patients with progressive MC1R-positive metastatic melanoma.

In preclinical experiments, [212Pb]VMT01 demonstrated efficacy via two distinct mechanisms of action: direct cell killing at high radiation doses and through immunostimulatory low-dose induction of immune-mediated cell death. Efficacy was augmented by immune checkpoint inhibitors. In September 2024, we announced that on the basis of these results, the FDA granted Fast Track Designation for the clinical development of [212Pb]VMT01. This study is a multi-center, open-label dose escalation, dose expansion study (clinicaltrials.gov identifier NCT05655312) in patients with histologically confirmed melanoma and MC1R-positive imaging scans. Patients were required to have already received standard of care. Eligible patients may receive up to three treatments with [212Pb]VMT01, eight weeks apart.

In March 2024, we entered into a clinical trial collaboration with Bristol Myers Squibb to evaluate the safety and tolerability of [212Pb]VMT01 in combination with Bristol Myers Squibb’s checkpoint inhibitor nivolumab in patients with histologically confirmed melanoma and positive MC1R imaging scans. A protocol amendment was submitted in July 2024 to explore the combination of nivolumab with [212Pb]VMT01 in patients with histologically confirmed melanoma and positive MC1R imaging scans in our ongoing Phase 1/2a clinical study of [212Pb]VMT01.

In October 2024, we announced initial results from the first two dosing cohorts. Three patients were enrolled in Cohort 1 (who received 3 mCi of [212Pb]VMT01), while seven patients were enrolled in Cohort 2 (who received 5 mCi of [212Pb]VMT01). Patients in each cohort received a median of five prior lines of systematic therapy, including a median of three prior lines of immunotherapy. No DLTs were observed among any patients, and no AEs led to treatment discontinuation. Treatment emergent AEs were mostly grades 1 and 2. None of the four cases of grade 3 treatment emergent AEs were deemed to be treatment related. There were no grade 4 or 5 treatment emergent AEs. No renal toxicities had been reported as of October 11, 2024 (there were no clinically significant changes in blood urea nitrogen or serum creatinine) in spite of dosimetry estimated renal radiation that approached the higher end of conventional dosing.

All patients in Cohort 1 completed three treatments, with one patient experiencing an unconfirmed RECIST version 1.1 objective response after completion of treatment, and two patients experiencing stable disease at 9 and 11 months from the start of treatment, respectively, as reported on October 11, 2024. In Cohort 2, patients progressed after either the first cycle (three patients) or the second cycle (four patients). These findings are consistent with published and ongoing preclinical studies showing immunostimulatory effects at lower radiation doses.

The SMC reviewed these findings and recommended exploring a lower dose level of 1.5 mCi per dose, both as a single agent and in combination with the anti-PD-1 antibody, nivolumab. The SMC’s recommendation allows for the monotherapy and combination cohorts to proceed concurrently. An amendment to further explore lower dose levels for monotherapy was approved, and Cohort 3 at 1.5 mCi per dose was opened for enrollment. The combination cohort at 1.5 mCi per dose with nivolumab was also opened for enrollment. The first patients in the combination and monotherapy cohorts received their first treatments in March and April 2025, respectively. As of July 31, 2025, a total of five patients had received their initial monotherapy treatments of VMT01 at 1.5 mCi per dose, once every eight weeks for up to three doses. Additionally, two patients had received VMT01 1.5 mCi with nivolumab. Both cohorts remain open for enrollment.

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In September 2025, we announced that the first patient received [212Pb]VMT01 at 3.0 mCi in combination with nivolumab, as part of a new cohort. Additionally, the [212Pb]VMT01 3.0 mCi monotherapy cohort reopened for enrollment. The SMC recommended evaluating [212Pb]VMT01 at a higher dose based on its review of five patients dosed with [212Pb]VMT01 at 1.5 mCi in the monotherapy cohort and two patients dosed with [212Pb]VMT01 at 1.5 mCi together with nivolumab.

Since then, five patients had received VMT01 treatment as of October 31, 2025. Three patients received VMT01 at 3.0 mCi in combination with nivolumab. Two patients had received 3.0 mCi of VMT01 as monotherapy, in addition to the three patients who received this monotherapy dose in late 2023.

We plan to submit to medical conferences data on each cohort after all patients in the cohort have had the opportunity for at least 24 weeks of follow up after their initial doses, which is sufficient time to receive at least one scan after their full treatment (up to three doses every eight weeks), if they receive all three doses of treatment per protocol.

PSV359

Tumor stroma cells do not typically express cancer-specific markers like SSTR2 or MC1R. Fibroblast activation protein alpha (FAP-α) is primarily expressed on tumor stroma cells, but also on some cancer cells. FAP-α, a pan-cancer target, is a protein abundantly expressed in certain cancer cells as well as cancer-associated fibroblasts in tumor lesions and involved in promoting disease progression. Our in-house discovery team discovered PSV359, a novel cyclic peptide targeting human FAP-α, via phage display methods. We believe PSV359 is an optimized peptide with potential best-in-class characteristics that has been demonstrated in preclinical models. In March 2024, we released the first-in-human clinical single-photon emission computed tomography (SPECT)/computed tomography (CT) imaging which suggested very favorable tumor targeting and retention by the PSV359 compound while clearing from normal organs rapidly and completely.

In October 2024, we announced first-in-human SPECT/CT images of [203Pb]PSV359 from an independent investigator revealed strong tumor uptake, fast clearance through the renal system, low accumulation in normal organs, and long tumor retention in three patients with FAP-α expressing cancers.

Preclinical results for PSV359 were presented during the Society of Nuclear Medicine and Molecular Imaging and European Association of Nuclear Medicine annual meetings in June and October 2024, respectively. The purpose of this study was to evaluate the in vitro and in vivo performance of [203/212Pb]PSV359 in preclinical xenograft models. Overall, strong anti-tumor clinical activity of [212Pb]PSV359 was found in both HT1080-human FAP-α (FAP-α on cancer cells) and U87MG (FAP-α in stromal tissues) xenograft models.

We filed an IND application for PSV359 in December 2024, and we received a “study may proceed” letter (i.e., approval to conduct the trial) from the FDA in the first quarter of 2025. In April 2025, we announced the first patient was treated with [212Pb]PSV359. As of October 31, 2025, two patients have been treated with [212Pb]PSV359 at 2.5 mCi (Cohort 1) and one patient has been treated with [212Pb]PSV359 at 5.0 mCi (Cohort 2), for a total of three patients. Activation activities are underway for additional sites.

Discovery Program

Our discovery team is preparing multiple additional novel constructs for potential first-in-human imaging as a de-risking step for potential therapeutic benefit, including our pre-targeting platform license from Stony Brook University. If and when these constructs meet our criteria for further development, we plan to proceed with pre-IND filing activities.

Intellectual Property

We have recently been granted one European patent and one Chinese patent on our key assets. The European patent pertains to our wholly owned, novel radiopharmaceutical compounds targeting FAP-α. The full term of this patent expires in May 2044. The Chinese patent pertains to the VMT-α-NET compound for which we have an exclusive license from the University of Iowa. The full term of this patent expires in January 2041.

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Funding Requirements

We have had recurring losses since inception. We expect our expenses to increase in connection with our ongoing activities, particularly as we advance and expand preclinical activities, clinical trials and potential commercialization of our program candidates. Our costs are also expected to increase as we:

•

continue the development of our clinical-stage assets, including VMT-α-NET, VMT01 and PSV359;

•

continue the development of our other program candidates;

•

continue to initiate and progress other supporting studies required for regulatory approval of our program candidates;

•

initiate preclinical studies and clinical trials for any additional indications for our current program candidates and any future program candidates that we may pursue;

•

continue to build our portfolio of program candidates through the acquisition or in-license of additional program candidates or technologies;

•

continue to develop, maintain, expand and protect our intellectual property portfolio;

•

pursue regulatory approvals for our current and future program candidates that successfully complete clinical trials;

•

continue to build our manufacturing capabilities, including potential expansion of our manufacturing footprint;

•

support our marketing and distribution infrastructure to commercialize any future program candidates for which we may obtain marketing approval; and

•

hire additional clinical, medical, development and other personnel.

As of September 30, 2025, we had cash, cash equivalents and short-term investments of $174.1 million. We believe our cash, cash equivalents and short-term investments will be sufficient to fund our current planned clinical milestones and operational investments for at least the next 12 months from the date the condensed consolidated financial statements in this report were issued and into late 2026. Monthly operating expenses are budgeted to increase for research and development and general and administrative expenses as management works to implement its strategy to advance our clinical assets in their clinical trials and to progress our preclinical assets towards clinical trials. Management anticipates a significant increase in expenses, particularly in research and development, as we undertake these activities.

Manufacturing and Supply

We assemble and manufacture our finished radiopharmaceutical candidates by chelating or trapping an atom of 212Pb within a specialized chelator or chemical “cage” and connecting the 212Pb within its cage to the targeting peptide with our linker technology. For clinical supply, we intend to use a combination of third-party contract manufacturing organizations, or CMOs, and our own manufacturing sites complying with the FDA’s current good manufacturing practices, or CGMP, to manufacture and distribute our doses. For the drug precursors and isotopes that comprise our TAT platform, a variety of clinical phase manufacturers have been engaged and utilized. We procure chelator-modified peptide precursors from peptide manufacturers who are capable of producing clinical phase precursor material.

In May 2025, we entered into a purchase order with the U.S. Department of Energy (DOE) under which we will purchase thorium-228 from the DOE during 2025 and 2026. The purchase order includes a “take-or-pay” provision pursuant to which we are committed to purchasing approximately $8.4 million of thorium-228 during the term of the agreement.

In 2024, we entered into a Master Equipment and Services Agreement (MESA) and statements of work (SOWs) thereunder with Comecer SpA (Comecer), pursuant to which we agreed to purchase from Comecer manufacturing equipment for the production of our radiopharmaceutical program candidates including, but not limited to, isotope processing hot cells and production suites and related equipment (collectively, the Deliverables) and services for installation and validation of the Deliverables at several of our production facilities in the United States. The aggregate consideration for such equipment and services pursuant to the MESA and SOWs is approximately €49.0 million payable in cash, excluding certain incidental costs, such as taxes, customs and duties, local transport, insurance and rigging. We may also elect to purchase certain additional equipment and services pursuant to the SOWs. The MESA provides for the payment of certain amounts in installments over the course of the production, installation and validation of the Deliverables. For additional information, see Note 7, Property and Equipment, of the 2024 Form 10-K.

Facility Acquisitions

In 2024, we purchased buildings located in the metropolitan areas of Houston, TX, Chicago, IL, and Los Angeles, CA, which we intend to use for the manufacture of our program candidates upon completion of modifications and installation of equipment.

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Also in 2024, we acquired the assets and associated lease of Lantheus’ radiopharmaceutical manufacturing facility in Somerset, NJ. Soon after the acquisition, we began the onboarding and operationalization processes and, in October 2024, we achieved the first shipment and patient dosing from our Somerset facility. With three manufacturing suites that can meet CGMP requirements, the Somerset facility is expected to have the capacity to meet future clinical trial and commercial demands at major cancer treatment centers throughout the Northeastern U.S.

In October 2025, we entered into an agreement with a general contractor to begin building modifications at our facility in the Chicago, IL metropolitan area along with preparations for the eventual installation of some of the Comecer manufacturing equipment and associated clean rooms.

We continue to evaluate the suitability of additional facilities as we look to expand our research and development capabilities.

2024 At-the-Market (ATM) Agreement

On August 13, 2024, we entered into a Controlled Equity OfferingSM Sales Agreement (2024 ATM Agreement) with Cantor Fitzgerald & Co. and RBC Capital Markets, LLC (each, an ATM Agent, and together, the ATM Agents) pursuant to which we, from time to time, may offer and sell shares (2024 ATM Shares) of our common stock, par value $0.001 per share (Common Stock), through or to the ATM Agents having an aggregate sales price of up to $250.0 million.

Subject to the terms and conditions of the 2024 ATM Agreement, each ATM Agent is required to use its commercially reasonable efforts to sell the ATM Shares from time to time, based upon our instructions. We have provided the ATM Agents with customary indemnification rights, and the ATM Agents will be entitled to a commission of up to 3.0% of the gross proceeds from each sale of the ATM Shares effectuated through or to the applicable ATM Agent selling the ATM Shares.

Sales of the 2024 ATM Shares under the 2024 ATM Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended. We have no obligation to sell any of the 2024 ATM Shares and may at any time suspend offers under the 2024 ATM Agreement or terminate the 2024 ATM Agreement.

Any Common Stock sold under the 2024 ATM Agreement will be issued and sold pursuant to our shelf registration statement on Form S-3 (File No. 333-279692) (the May 2024 Registration Statement), which initially became effective on May 24, 2024 and which was subsequently amended on March 26, 2025 and April 4, 2025, with Post-Effective Amendment #3 being declared effective by the SEC on April 8, 2025. On August 13, 2024, we initially filed a prospectus supplement to the May 2024 Registration Statement with the SEC in connection with the offer and sale of up to $250.0 million of the 2024 ATM Shares pursuant to the 2024 ATM Agreement. We re-filed the ATM prospectus supplement with each of the post-effective amendments to the May 2024 Registration Statement.

On February 18, 2025, we sold 3,379,377 shares of our Common Stock under the 2024 ATM Agreement at an average price of approximately $3.02 per share of Common Stock, resulting in gross proceeds of approximately $10.2 million.

Brachytherapy Divestiture

On April 12, 2024 (GT Medical Closing Date), we completed the sale of substantially all of the assets (GT Medical Closing) of Isoray to GT Medical Technologies, Inc. (GT Medical). As previously disclosed, on December 7, 2023, we entered into an Asset Purchase Agreement (the GT Medical APA) with Isoray and GT Medical. Pursuant to the GT Medical APA, Isoray sold to GT Medical, and GT Medical purchased from Isoray, all of Isoray’s right, title and interest in and to substantially all of the assets of Isoray related to Isoray’s commercial Cesium-131 business including equipment, certain contracts and leases, inventory and intellectual property. Subject to limited exceptions set forth in the GT Medical APA, GT Medical did not assume the liabilities of Isoray.

•

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.

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During the second quarter of 2025, we recognized $0.2 million in royalties received pursuant to the GT Medical APA for the period from April 2024 to April 2025. In addition, during the second quarter of 2025, we also reduced our estimated reserve for environmental waste disposal by $0.3 million based on an estimate received from the hazardous waste disposal vendor.

For additional information regarding our brachytherapy divestiture, see our Forms 8-K filed with the SEC on December 12, 2023, April 3, 2024 and April 16, 2024.

Legislative Update

On July 4, 2025, the President signed tax legislation known as the One Big Beautiful Bill Act (OBBBA) into law. The OBBBA includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain provisions of the 2017 Tax Cuts & Jobs Act. We are analyzing the OBBBA, but we do not expect it to have a material impact on our 2025 financial results.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an ongoing basis, management evaluates critical accounting estimates and judgments. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The accounting policies and related risks described in Part II, Item 7 and Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included in Part II, Item 8 of the 2024 Form 10-K are those that depend most heavily on these judgments and estimates.

As of September 30, 2025, there have been no material changes to any of the critical accounting policies and estimates contained therein.

Results of Operations

We previously presented our results in two segments: Drug Operations and Brachytherapy. Due to the sale of our brachytherapy segment to GT Medical in the second quarter of 2024 and the classification of the assets and operations of the brachytherapy segment as discontinued operations in our condensed consolidated financial statements, we have now determined that we operate in only one segment. The following does not include a discussion of the results of our discontinued operations. For additional information regarding our discontinued operations, see Note 4, Discontinued Operations, to the condensed consolidated financial statements in this Form 10-Q and Note 5, Discontinued Operations, in the 2024 Form 10-K.

The following table sets forth our results of operations for the periods presented (in thousands):


	Three Months Ended September 30,									Nine Months Ended September 30,
	2025			2024			Change			2025			2024			Change

Grant revenue	$	209		$	369		$	(160	)	$	841		$	1,220		$	(379	)

Operating expenses:
Research and development expenses		20,339			12,028			8,311			51,291			28,755			22,536
General and administrative expenses		7,731			6,975			756			23,282			18,367			4,915
Total operating expenses		28,070			19,003			9,067			74,573			47,122			27,451

Operating loss	$	(27,861	)	$	(18,634	)	$	(9,227	)	$	(73,732	)	$	(45,902	)	$	(27,830	)

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Grant Revenue

Grant revenue for all periods presented relates to our work for the National Institutes of Health. Our alpha-therapy business is in the clinical stage and, therefore, none of our revenues reflect sales of any of our alpha-therapy candidates, which are still under development.

Operating Expenses

Research and Development

Research and development expenses were $20.3 million for the three months ended September 30, 2025, compared to $12.0 million for the three months ended September 30, 2024, an increase of $8.3 million. Research and development expenses were $51.3 million for the nine months ended September 30, 2025, compared to $28.8 million for the nine months ended September 30, 2024, an increase of $22.5 million. The increase in research and development expenses was primarily related to increased clinical site activities, drug program costs and delivery costs along with higher personnel costs, including share-based compensation, as we have hired employees to perform many functions previously outsourced to clinical research organizations.

Management believes that research and development expenses will continue to increase as we continue to invest in the development of novel radiopharmaceutical drugs and program candidates and expand our manufacturing capabilities. We are investing in equipment and modifications for the three buildings we acquired in 2024 located in the Houston, TX, Chicago, IL, and Los Angeles, CA, metropolitan areas. Upon completion, we intend to use the buildings to manufacture our program candidates. We are also working towards expanding capacity in our second manufacturing facility in Somerset, NJ, following the commencement of shipping of 212Pb-labeled radiopharmaceuticals in the fourth quarter of 2024. We expect the capital expenditure associated with this capacity expansion to be a small portion of our total capital expenditures.

Management believes that the cost of certain raw materials used in the production of our novel radiopharmaceutical drugs and program candidates may increase in the coming years, including as a result of increased demand for materials required for the production of radiopharmaceuticals. We are also currently evaluating how potential U.S. and international trade policies, including tariffs, might impact our costs for supplies, equipment and materials used in the development and production of our TAT drug program candidates. We currently source much of the raw materials that are used to produce our program candidates in the U.S. Some equipment and other materials that will be used at our manufacturing sites is sourced from outside the U.S. Based on our analysis of recently announced tariffs, we do not expect to experience any material incremental tariff-related cost impacts in 2025. We will continue to monitor policy developments related to tariffs and the implementation dates of new tariffs, as well as potential opportunities to source materials and equipment from alternative suppliers, as we continue to evaluate the potential impacts of tariffs.

General and Administrative

General and administrative expenses consist primarily of the costs related to our executive, finance, human resources and information technology functions.

General and administrative expenses were $7.7 million for the three months ended September 30, 2025, compared to $7.0 million for the three months ended September 30, 2024, an increase of $0.8 million. General and administrative expenses were $23.3 million for the nine months ended September 30, 2025, compared to $18.4 million for the nine months ended September 30, 2024, an increase of $4.9 million. The increase in general and administrative expenses was primarily due to increased personnel costs, including share-based compensation.

Liquidity and Capital Resources

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. We have historically financed our operations primarily through selling equity to investors. The following table summarizes our cash flows for the periods presented (in thousands):


	Nine Months Ended September 30,
	2025			2024			Change
Net cash (used in) provided by operating activities	$	(57,827	)	$	8,312		$	(66,139	)
Net cash provided by (used in) investing activities		12,691			(80,329	)		93,020
Net cash provided by financing activities		10,318			289,040			(278,722	)
Net (decrease) increase in cash and cash equivalents	$	(34,818	)	$	217,023		$	(251,841	)

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Operating Activities: The increase of $66.1 million in net cash used in operating activities for the nine months ended September 30, 2025, compared to the same period in 2024 was primarily due to changes of $42.2 million in operating assets and liabilities and an increase of $26.5 million in net loss.

Investing Activities: The increase of $93.0 million in net cash provided by investing activities for the nine months ended September 30, 2025, as compared to the same period in 2024 was primarily due to an increase of $81.5 million in maturities of short-term investments and a $32.1 million decrease in additions to property and equipment, partially offset by a $20.5 million increase in purchases of short-term investments.

Financing Activities: Net cash provided by financing activities for the nine months ended September 30, 2025 primarily related to the proceeds received from the sale of Common Stock pursuant to the 2024 ATM Agreement (defined below). Net cash provided by financing activities of $289.0 million in the nine months ended September 30, 2024, was primarily related to various capital markets transactions and other agreements we entered into.

For additional information regarding the cash we raised, see Sources of Liquidity below.

Sources of Liquidity

2024 At-the-Market (ATM) Agreement

On August 13, 2024, we entered into a Controlled Equity OfferingSM Sales Agreement (2024 ATM Agreement) with Cantor Fitzgerald & Co. and RBC Capital Markets, LLC (each, an ATM Agent, and together, the ATM Agents) pursuant to which we, from time to time, may offer and sell shares (2024 ATM Shares) of our Common Stock, through or to the ATM Agents having an aggregate sales price of up to $250.0 million.

Subject to the terms and conditions of the 2024 ATM Agreement, each ATM Agent is required to use its commercially reasonable efforts to sell the ATM Shares from time to time, based upon our instructions. We have provided the ATM Agents with customary indemnification rights, and the ATM Agents will be entitled to a commission of up to 3.0% of the gross proceeds from each sale of the ATM Shares effectuated through or to the applicable ATM Agent selling the ATM Shares.

Sales of the 2024 ATM Shares under the 2024 ATM Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended. We have no obligation to sell any of the 2024 ATM Shares and may at any time suspend offers under the 2024 ATM Agreement or terminate the 2024 ATM Agreement.

Any Common Stock sold under the 2024 ATM Agreement will be issued and sold pursuant to our shelf registration statement on Form S-3 (File No. 333-279692) (the May 2024 Registration Statement), which initially became effective upon filing with the SEC on May 24, 2024 and which was subsequently amended on March 26, 2025 and April 4, 2025, with Post-Effective Amendment #3 being declared effective by the SEC on April 8, 2025. On August 13, 2024, we initially filed a prospectus supplement to the May 2024 Registration Statement with the SEC in connection with the offer and sale of up to $250.0 million of the 2024 ATM Shares pursuant to the 2024 ATM Agreement. We re-filed the ATM prospectus supplement with each of the post-effective amendments to the May 2024 Registration Statement.

May 2024 Registered Offering

On May 24, 2024, we entered into an underwriting agreement with BofA Securities, Inc., as representative of the underwriters named therein, in connection with its previously announced underwritten offering (Registered Offering) of 5,151,588 shares (Registered Offering Shares) of our Common Stock and, in lieu of Registered Offering Shares to certain investors, pre-funded warrants (May 2024 Pre-funded Warrants) to purchase 146,425 shares of Common Stock. The price to the investors for the Registered Offering Shares was $15.10 per Registered Offering Share, and the price to the investors for the May 2024 Pre-funded Warrants was $15.09 per May 2024 Pre-funded Warrant, which represents the per share price for the Registered Offering Shares less the $0.01 per share exercise price for each such May 2024 Pre-funded Warrant. The Registered Offering closed on May 29, 2024. BofA Securities, Inc., Oppenheimer & Co. Inc. and RBC Capital Markets, LLC acted as joint book-running managers for the Registered Offering and B. Riley Securities, Inc. acted as a co-manager for the Registered Offering. JonesTrading Institutional Services LLC acted as a financial advisor for the Registered Offering.

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Our gross proceeds from the Registered Offering were approximately $80.0 million, before underwriting discounts and commissions and estimated expenses of the Offering.

The May 2024 Pre-funded Warrants became exercisable subsequent to the filing and effectiveness of an amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 14, 2024. The exercise price and the number of shares of Common Stock issuable upon exercise of each May 2024 Pre-funded Warrant were 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 our stockholders. The May 2024 Pre-funded Warrants did not have an exercise date and were exercisable in cash or by means of a cashless exercise. A holder of the May 2024 Pre-funded Warrants could not exercise such May 2024 Pre-funded Warrants if the aggregate number of shares of Common Stock beneficially owned by such holder, together with its affiliates, would have been more than 4.99% or 9.99%, as elected by such holder, 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 May 2024 Pre-funded Warrants. A holder of May 2024 Pre-funded Warrants could increase or decrease this percentage not in excess of 19.99% by providing at least 61 days’ prior notice to us. The holders of the pre-funded warrants exercised all of the May 2024 Pre-funded Warrants during the second quarter of 2025 by means of the cashless exercise provision and within the other constraints noted above.

March 2024 Private Placement with Institutional Investors

On March 4, 2024, we entered into an investment agreement with certain accredited institutional investors pursuant to which we agreed to issue and sell, in a private placement (March 2024 Private Placement), 9,200,998 shares of our Common Stock, for a purchase price of $9.50 per share, representing the closing price of the Common Stock on March 1, 2024. The closing of the March 2024 Private Placement occurred on March 6, 2024. The gross proceeds to us from the March 2024 Private Placement were approximately $87.4 million, before deducting fees and other estimated transaction expenses.

Investment Agreement

On January 8, 2024, we entered into an investment agreement (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 we agreed to sell and issue to Lantheus in a private placement transaction certain shares (Lantheus Shares) of our Common Stock. The closing of the purchase and sale of the Lantheus Shares to Lantheus by us (Lantheus Closing) was subject to us raising at least $50.0 million of gross proceeds (excluding Lantheus’ investment) in a qualifying third-party financing transaction, which occurred on January 22, 2024. The number of Lantheus Shares sold was 5,634,235, representing 19.99% of the outstanding shares of Common Stock as of January 8, 2024. Pursuant to the Lantheus Investment Agreement, we agreed to cooperate in good faith to negotiate and enter into a registration rights agreement with Lantheus, obligating us to file a registration statement on Form S-3 with the SEC to register for resale the Lantheus Shares issued at the Lantheus Closing. We filed such Form S-3 on March 29, 2024, and the SEC declared it effective on April 9, 2024 (File No. 333-278362). The Lantheus Investment Agreement also contains agreements between us and Lantheus whereby Lantheus is provided certain board observer and information rights of us, subject to certain exceptions.

January 2024 Public Offering

On January 17, 2024, we entered into an underwriting agreement (Underwriting Agreement) with Oppenheimer & Co. Inc., as representative of the underwriters named therein (Underwriters), in connection with our underwritten public offering (Public Offering) of 13,207,521 shares (Public Shares) of our Common Stock and in lieu of Public Shares to certain investors, pre-funded warrants (Jan. 2024 Pre-funded Warrants) to purchase 3,008,694 shares of Common Stock. The price to the public for the Public Shares was $3.70 per Public Share, and the price to the public for the Jan. 2024 Pre-funded Warrants was $3.69 per Jan. 2024 Pre-funded Warrant, which represents the per share price for the Public Shares less the $0.01 per share exercise price for each such Jan. 2024 Pre-funded Warrant. Under the terms of the Underwriting Agreement, we granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 2,432,432 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 us from the Public Offering were approximately $69.0 million, before underwriting discounts and commissions and estimated expenses of the Public Offering.

The Public Offering was made pursuant to our shelf registration statement on Form S-3 (File No. 333-275638), declared effective by the SEC on December 14, 2023, a base prospectus dated December 14, 2023, and the related prospectus supplement dated January 17, 2024.

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The Jan. 2024 Pre-funded Warrants were 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 Jan. 2024 Pre-funded Warrant were 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 our stockholders. The Jan. 2024 Pre-funded Warrants did not have an expiration date and were exercisable in cash or by means of a cashless exercise. A holder of Jan. 2024 Pre-funded Warrants could not exercise such Jan. 2024 Pre-funded Warrants if the aggregate number of shares of Common Stock beneficially owned by such holder, together with its affiliates, would have been more than 4.99% 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 Jan. 2024 Pre-funded Warrants. A holder of Jan. 2024 Pre-funded Warrants could increase or decrease this percentage not in excess of 19.99% by providing at least 61 days’ prior notice to us. The holder of the Jan. 2024 Pre-Funded Warrants exercised all of the Jan. 2024 Pre-Funded Warrants during the fourth quarter of 2024 by means of the cashless exercise provision and within the other constraints noted above.

2023 ATM Agreement

On April 11, 2024, we sold shares of our Common Stock pursuant to that certain At Market Issuance Sales Agreement (2023 ATM Agreement), dated as of November 17, 2023, by and among us, Oppenheimer & Co. Inc., B. Riley Securities, Inc. and JonesTrading Institutional Services LLC. The sales resulted in gross proceeds to us of approximately $49.5 million. For additional information regarding the 2023 ATM Agreement, see our Form S-3 filed on November 17, 2023 and Form S-3/A filed on December 7, 2023.

Funding Requirements

We expect our expenses to increase in connection with our ongoing activities, particularly as we advance and expand preclinical activities, clinical trials and potential commercialization of our program candidates. Our costs are also expected to increase as we:

•

continue the development of our clinical-stage assets, including VMT-α-NET, VMT01 and PSV359;

•

continue the development of our other preclinical program candidates;

•

continue to initiate and progress other supporting studies required for regulatory approval of our program candidates;

•

initiate preclinical studies and clinical trials for any additional indications for our current program candidates and any future program candidates that we may pursue;

•

continue to build our portfolio of program candidates through the acquisition or in-license of additional program candidates or technologies;

•

continue to develop, maintain, expand and protect our intellectual property portfolio;

•

pursue regulatory approvals for our current and future program candidates that successfully complete clinical trials;

•

continue to build our manufacturing capabilities, including potential expansion of our manufacturing footprint;

•

support our marketing and distribution infrastructure to commercialize any future program candidates for which we may obtain marketing approval; and

•

hire additional clinical, medical, development and other personnel.

At September 30, 2025, we had cash, cash equivalents and short-term investments of $174.1 million. We believe our cash, cash equivalents and short-term investments will be sufficient to fund our current planned clinical milestones and operational investments into late 2026. Operating expenses are expected to increase for research and development and general and administrative expenses as we work to implement our strategy to advance our clinical assets in our clinical trials and to progress our preclinical assets towards clinical trials. We anticipate a significant increase of expenses, particularly in research and development, as we undertake these activities.

We expect we will need to raise additional capital until we are profitable, which may never occur. If no additional capital is raised through either additional public or private equity financings, debt financings, strategic relationships, alliances and licensing agreements, or a combination thereof, we may delay, limit or reduce discretionary spending in areas related to research and development activities and other general and administrative expenses in order to fund our operating costs and working capital needs.

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We have based these estimates on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect. We expect that we will require additional capital to pursue in-licenses or acquisitions of other program candidates. If we receive regulatory approvals for our program candidates, we expect to incur commercialization expenses related to program manufacturing, sales, marketing and distribution, depending on where we choose to commercialize or whether we commercialize jointly or on our own.

Because of the numerous risks and uncertainties associated with research, development and commercialization of our program candidates, we are unable to estimate the exact amount of our working capital requirements. Our future funding requirements will depend on and could increase significantly as a result of many factors, including:

•

the scope, progress, results and costs of researching and developing our program candidates, and conducting preclinical studies and clinical trials;

•

the costs, timing and outcome of regulatory review of our program candidates;

•

the costs and timing of hiring new employees to support our continued growth;

•

the costs of preparing, filing, and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims;

•

the extent to which we acquire or in-license other program candidates and technologies;

•

the potential impact of U.S. and international trade policies, including tariffs, on our costs for supplies, equipment and materials used in the development and production of our TAT drug program candidates;

•

the potential impact of disruptions at the FDA, including a reduction in the FDA’s workforce and/or decreased funding for the FDA, on our business; and

•

our ability to generate cash and successfully obtain additional working capital, to fund our operating, investing and financing activities.

Until such time, if ever, that we can generate program revenue sufficient to achieve profitability, we expect to finance our cash needs through a combination of public and private equity offerings, debt financings, other third-party funding, strategic alliances, licensing arrangements or marketing and distribution arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our existing stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through other third-party funding, strategic alliances, licensing arrangements, outright sales of program candidates or marketing and distribution arrangements, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or program candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we will be required to delay, limit, reduce or terminate our program development or future commercialization efforts or grant rights to develop and market programs or program candidates that we would otherwise prefer to develop and market ourselves.

Capital expenditures

Management regularly reviews our research and development and general and administrative functions to evaluate the most efficient deployment of capital to ensure that the appropriate materials, systems and personnel are available to support clinical trials, preclinical activities and drug program candidate supply.

Financing activities

When we do require capital in the future, we expect to finance our cash needs through sales of equity, possible strategic collaborations, debt financing or through other sources that may be dilutive to existing stockholders. Management anticipates that if it raises additional financing that it will be at a discount to the market price and it will be dilutive to stockholders.

Other Commitments and Contingencies

We presented our other commitments and contingencies in the 2024 Form 10-K. There have been no material changes outside of the ordinary course of business in those obligations during the nine months ended September 30, 2025, other than those disclosed in Note 10, Commitments and Contingencies, to the condensed consolidated financial statements in this Form 10-Q.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company, as defined by Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the Exchange Act), and are not required to provide the information required under this item.

ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the design and operation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of September 30, 2025. Based on that evaluation, our principal executive officer and our principal financial officer concluded that the design and operation of our disclosure controls and procedures were effective. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. However, management believes that our system of disclosure controls and procedures are designed to provide a reasonable level of assurance that the objectives of the system will be met.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

From time to time, we may be a party to legal proceedings or subject to claims arising in the ordinary course of business. We are not currently a party to any material legal proceedings, and we are not aware of any pending or threatened legal proceedings against us that we believe could have a material adverse effect on our business, operating results or financial condition.

ITEM 1A – RISK FACTORS

In the ordinary course of business, we are exposed to a variety of risks, any of which have affected or could materially adversely affect our business, financial condition, and results of operations. The market price of our securities could decline, possibly significantly or permanently, if one or more of these risks and uncertainties occur. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the specific risk factors set forth in the “Risk Factors” section in the 2024 Form 10-K. We may also face other risks and uncertainties that are not presently known, are not currently believed to be material, or are not yet identified because they are common to all businesses. There have been no material changes to the risk factors disclosed in Part I, Item 1A of the 2024 Form 10-K.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 - MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

During the three months ended September 30, 2025, none of our directors or executive officers adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

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ITEM 6 – EXHIBITS


Exhibits:
3.1		Amended and Restated Certificate of Incorporation of Perspective Therapeutics, Inc. as of February 14, 2023, incorporated by reference to Exhibit 3.1 of the Form 8-K filed on February 16, 2023.

3.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Perspective Therapeutics, Inc., effective June 14, 2024, incorporated by reference to Exhibit 3.1 of the Form 8-K filed on June 14, 2024.

3.3		Amended and Restated Bylaws of Perspective Therapeutics, Inc. as of February 14, 2023, incorporated by reference to Exhibit 3.2 of the Form 8-K filed on February 16, 2023.

10.1*!		Executive Employment Agreement, effective as of September 4, 2025, by and between Perspective Therapeutics, Inc. and Joel Sendek.

10.2*!		Separation Agreement, effective September 24, 2025, between Perspective Therapeutics, Inc. and Juan Graham.

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32**		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document.

101.SCH*		Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*		Filed herewith
**		Furnished herewith
!		Denotes management contract or compensatory plan or arrangement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Dated: November 10, 2025
		PERSPECTIVE THERAPEUTICS, INC., a Delaware corporation
		/s/ Johan (Thijs) Spoor
		Johan (Thijs) Spoor
		Chief Executive Officer (Principal Executive Officer)

		/s/ Joel Sendek
		Joel Sendek
		Chief Financial Officer (Principal Financial Officer)

EX-10.1 2 catx-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made by and between Joel Sendek (“Executive”) and Perspective Therapeutics, Inc., a Delaware corporation (the “Company”). This Agreement is effective as of September 4, 2025 (the “Effective Date”).

WHEREAS, the Company is engaged in the business of developing innovative solutions for the treatment of cancers using medical isotopes (the “Business”);

WHEREAS, the parties desire that the Company hire or retain Executive under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to express their mutual agreements, covenants, promises, and understandings in a written agreement.

NOW THEREFORE, in consideration of the premises and the agreements, promises, covenants, and provisions contained in this Agreement, the parties agree and declare as follows:

Employment. Effective as of the Effective Date, the Company hereby agrees to employ Executive and Executive accepts employment under the terms and conditions of this Agreement.

Position and Duties.

Executive will faithfully and diligently serve the Company to the best of his or her ability in his or her position as Chief Financial Officer and in the performance of such other duties and responsibilities consistent with Executive’s status and position as the Company or its Board of Directors (the “Board”) may assign to him or her.

Executive will devote his or her full professional time, attention, and energies to the performance of his or her duties for the Company, and will not, during his or her employment under this Agreement, engage in any other business activity, whether or not for profit, except for passive investments in firms or businesses that do not compete with the Company, without the advance written and signed consent of the Company. Notwithstanding this Section 2(b), Executive will be permitted to serve as a director of not-for-profit and for-profit businesses that do not compete with the Company.

Executive warrants that during the term of his or her employment under this Agreement, Executive will not do any act or engage in any conduct, or permit, condone, or acquiesce in any act or conduct of other persons, that Executive knew or should have known could cause the Company to be in violation of any law or statute.

Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including without limitation, those described in the Company’s employee handbook, Code of Ethics for Senior Leadership, and Code of Conduct and Ethics. If this Agreement conflicts with such policies or procedures, this Agreement will control.

As an Executive of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Compensation and Benefits. For and in consideration of all services rendered under this Agreement, the Company will compensate Executive as follows:

Salary. During the term of Executive’s employment under this Agreement, Executive will be compensated on the basis of an annual salary of $500,000 (which shall be pro rated on an annualized basis, as applicable) (“Base Salary”), payable in accordance with the Company’s standard payroll practices. Executive may be eligible for periodic increases of his or her annual salary as determined by the Company in its sole discretion from time to time utilizing such processes and procedures as the Company may utilize for the consideration of merit salary increases for personnel in Executive’s same or similar class. Executive’s salary may not be decreased without his or her written consent, other than as part of a general arrangement implemented by the Board affecting all of the Company’s senior executive officials.

Bonus. In addition to Executive’s Base Salary, throughout his or her employment, Executive will be eligible to receive an annual discretionary bonus based on a target bonus opportunity of 40% of the Base Salary received by Executive for the applicable calendar year (as established or updated by the Compensation Committee from time to time), based upon metrics that will be established by the Compensation Committee in its sole discretion and paid at the time periods determined by the Compensation Committee (the “Target Bonus”); provided, however, that Executive may request that the Board review and ratify such metrics; and provided, further, that the bonus opportunity for the 2025 calendar shall be pro-rated on the basis of the number of days that Executive has been employed during the 2025 calendar year.

Equity Awards. Executive will receive a one-time equity grant (the “Option Grant”) of options (the “Options”) to purchase 600,000 shares of the Company’s common stock under the Perspective Therapeutics, Inc. 2020 Equity Incentive Plan (the “LTIP”), with (i) the grant date for the Option Grant being the Effective Date or as soon as reasonably practicable following the Effective Date (the “Grant Date”); (ii) the exercise price per share of Company common stock subject to the Option Grant being equal to the closing price for a share of the Company’s common stock as quoted on the NYSE American on the Grant Date (or if no sales were reported on such date, the closing price of the last date immediately preceding the Grant Date on which such sales were reported); (iii) the vesting for the Option Grant being in accordance with the following vesting schedule: 25% on the first anniversary of the Effective Date and thereafter in 36 equal monthly increments on the same date of each month as the first anniversary of the Effective Date; (iv) the expiration date of the Options being ten (10) years from the Grant Date; and (v) the Option Grant and the Options being subject to the terms and conditions of the LTIP and the form of award agreement previously approved by the Compensation Committee for grants of Options. Executive shall be eligible in future years for awards under the LTIP and any relevant equity incentive plan of the Company, as such plan may be amended from time to time, as determined by the Board or the Compensation Committee of the Board.

Expenses. Company will reimburse Executive for all reasonable and necessary expenses that Executive incurs in carrying out his or her duties under this Agreement in accordance with the Company reimbursement policies as in effect from time to time, provided that Executive presents to the Company from time to time an itemized account of such expenses in such form as the Company may require.

Paid Time Off. Executive is entitled to unlimited Paid Time Off (“PTO”), as long as Executive fulfills his or her job duties. Such PTO shall include time off for sickness, vacation, or personal reasons. The time or times during which leave may be taken shall be by mutual agreement between the Company and Executive. Whenever possible, the Company agrees to accommodate and grant Executive’s request for time off. Since Executive does not accrue PTO, the Company will not compensate for any PTO upon termination of employment.

Participation in Benefit Plans. As of the Effective Date, Executive shall be included in any and all plans of the Company providing general benefits for the Company’s employees, including, without limitation, medical, dental, vision, disability, life insurance, 401(k) plan, and holidays. The Company reserves the right to terminate, modify, or amend any employee benefit plan in its sole and absolute discretion in accordance with applicable law. The Company shall provide Executive with a single, lump-sum payment of an amount in cash equal to $7,500 in order to cover Executive’s costs associated with the transition to the Company’s benefit plans through the end of the 2025 calendar year, which shall be paid to Executive on the first regularly scheduled payroll date following the Effective Date.

At Will Employment/Termination of Employment.

At Will Employment. Executive and the Company understand and acknowledge that Executive’s employment with the Company constitutes “at-will” employment, and the employment relationship may be terminated at any time, with or without cause, and with or without advance notice, subject, however, to the terms herein. Executive’s employment shall also be deemed terminated upon Executive’s death or becoming disabled. Notice of termination of employment must be given in writing.

Termination. Notwithstanding the at-will employment relationship defined in Section 4(a), Executive’s employment under this Agreement may be terminated by:

Mutual written agreement between Executive and the Company at any time;

ii.

The Company for Cause (as defined in Section 4(c) below);

iii.

Resignation by Executive at will and without notice;

iv.

Resignation by Executive with 60 Days’ written notice to the Board;

Resignation by Executive for Good Reason (as defined in Section 4(d) below); or

vi.

Termination without Cause, which shall mean any termination of employment by the Company which is not set forth in Section 4(c).

Termination For Cause. The Company may terminate Executive’s employment under this Agreement upon the occurrence of any of the following events (each, a “For Cause” termination):

Executive’s conviction by a court of or plea of guilty or nolo contendere to fraud, dishonesty or other acts of misconduct in rendering services on behalf of the Company; or

ii.

Executive’s gross negligence in the performance of, duties assigned to him or her under this Agreement;

iii.

Executive’s material violation of a federal or state law that the Board reasonably determines has had, or is reasonably likely to have, a material detrimental effect on the Company’s reputation or business;

iv.

Executive’s material breach of a material term, covenant, or promise in this Agreement;

Executive’s acceptance of any other employment;

vi.

a material breach of a written Company policy or other misconduct that, in either case, results in or is reasonably likely to result in significant financial, legal or reputational harm to the Company.

In the case of (iv), (v), and (vi) above, termination shall not be considered for “Cause” unless the Board gives Executive written notice specifically describing the Cause condition and Executive fails to cure the Cause condition within 30 days of receipt of such written notice. The Company may place Executive on paid leave with full benefits during such 30-day period, and such action shall not be considered Good Reason for Executive to resign. Prior to any decision to terminate Executive’s employment, Executive shall be given the opportunity to appear before the Board, including through counsel. If the Company fails to terminate Executive’s employment within 60 days after giving notice of “Cause,” such Cause condition shall be deemed waived.

Resignation for Good Reason. Executive may resign from his or her employment upon the occurrence of each of the following events (each a “Good Reason” event):

the material breach by the Company of any material provision of this agreement (for the removal of doubts, material delay in any material payment to Executive under this agreement constitutes material breach);

ii.

material diminution in Executive’s title, position, duties, responsibilities, compensation or benefits, without Executive’s prior written consent, provided that a reduction of less than five percent (5%) in Executive’s base salary will not be considered a material diminution in Executive’s compensation;

iii.

failure to provide Executive with the level of directors’ and officers’ insurance coverage as provided to the directors of the Company; any requirement for Executive to change Executive’s work location without Executive’s prior written consent;

iv.

failure of any successor to the Company to adopt the terms of this Agreement in its entirety.

In order to resign for Good Reason, Executive must give the Company written notice of the Good Reason condition within 90 days of when Executive becomes aware of the Good Reason condition, allow the Company 30 days to cure the Good Reason condition, and, if the Company fails to cure, resign within 45 days after giving the Company written notice of the Good Reason condition.

Company’s Post-Termination Obligations.

If Executive’s employment terminates for any of the reasons set forth in Section 4(b)(i), 4(b)(ii), 4(b)(iii), and 4(b)(iv), then the Company will pay Executive (i) all earned but unpaid wages, based on Executive’s then current Base Salary, through the termination date and the amount of any bonus announced but not yet paid; and (ii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted within five (5) business days of Executive’s termination date. Executive’s rights with respect to equity grants after termination of employment will be governed by the terms of the Company’s equity plan except where such plan conflicts with the terms of this Agreement, in which case the terms of this Agreement shall control. Amounts payable pursuant to this Section 5 shall be paid within the time required by the State of Delaware.

In the event that Executive resigns for Good Reason under Section 4(b)(v) or the Company terminates Executive’s employment pursuant to Section 4(b)(vi), in either case outside of a CIC Protection Period (as defined in Section 13), then the Company or the new company, as applicable, will: (i) pay Executive all earned but unpaid wages through the termination date, based on Executive’s then current Base Salary, through the termination date; (ii) reimburse all approved, but unreimbursed, business expenses, provided that a request for reimbursement is submitted in accordance with the Company’s policies and within five (5) business days of Executive’s termination date; (iii) pay Executive as severance an amount equal to twelve (12) months of Executive’s then-current Base Salary, payable over twelve (12) months in accordance with the Company’s regular payroll practices; (iv) pay Executive an additional amount equal to Executive’s Target Bonus, pro-rated based on the number of full months Executive was employed during the fiscal year of termination, to be paid in a lump sum within sixty (60) days following Executive’s termination date; and (v) pay Executive an amount equivalent to the premiums for continuation of Executive’s health insurance coverage under COBRA for up to twelve (12) months, to be paid in a lump sum within sixty (60) days following Executive’s termination date; provided that, if any such payments are required by applicable law to be made within a shorter time period than as described in this Section 5(b), such payments shall be made within such shorter time period. Executive’s rights with respect to equity grants after termination of employment will be governed by the terms of the Company’s equity plan, except where such plan conflicts with the terms of this Agreement, in which case the terms of this Agreement shall control.

In the event that Executive resigns for Good Reason under Section 4(b)(v) or the Company terminates Executive’s employment pursuant to Section 4(b)(vi), in either case within a CIC Protection Period, then the Company or the new company, as applicable, will: (1) pay Executive all earned but unpaid wages through the termination date, based on Executive’s then current Base Salary; (2) reimburse all approved, but unreimbursed, business expenses, provided that a request for reimbursement is submitted in accordance with the Company’s policies and within five (5) business days of Executive’s termination date; (3) pay Executive as severance an amount equal to twelve (12) months of Executive’s then-current Base Salary, payable over twelve (12) months in accordance with the Company’s regular payroll practices; (4) pay Executive an additional amount equal to Executive’s Target Bonus, pro-rated based on the number of full months Executive was employed during the fiscal year of termination, to be paid in a lump sum within sixty (60) days following Executive’s termination date; (5) pay Executive an amount equal to Executive’s Target Bonus, to be paid within sixty (60) days of Executive’s termination date, or, if the termination precedes the Change in Control, within sixty (60) days of the Change in Control; and (6) pay Executive an amount equivalent to the premiums for continuation of Executive’s health insurance coverage under COBRA for up to twelve (12) months, to be paid in a lump sum within sixty (60) days following Executive’s termination date; provided that, if any such payments are required by applicable law to be made within a shorter time period than as described in this Section 5(c), such payments shall be made within such shorter time period.

ii.

In the event of a Change in Control (as defined in Section 13), with respect to any Options or other Company equity-based awards held by Executive that are assumed, replaced or continued by the Company or a successor entity, if Executive resigns for Good Reason under Section 4(b)(v) or the Company terminates Executive’s employment pursuant to Section 4(b)(vi), in either case within a CIC Protection Period, such Options or other equity-based awards (or in the event of replacement, replacement awards) that are subject solely to time-based vesting conditions automatically shall (subject to the Separation Conditions set forth in Section 5(d)) become fully vested and, if subject to exercise, exercisable, and any other such equity-based awards (or replacement awards) that are subject to performance-based vesting conditions automatically shall (subject to the Separation Conditions set forth in Section 5(d)) become vested and, if subject to exercise, exercisable, at target levels of performance, in each case as of immediately prior to the qualifying termination (or, if the qualifying termination precedes the Change in Control, immediately prior to the Change in Control). For the avoidance of doubt, in that event, the unvested portion of any Options and any other equity-based awards held by Executive shall remain in effect long enough to determine whether a Change in Control occurs following Executive’s termination date and to allow the general release to become effective.

The Company’s obligation to provide the payments set forth in Section 5(b) and Section 5(c) in connection with qualifying terminations of employment shall be conditioned upon the following (the “Separation Conditions”):

Executive’s execution of a separation agreement, in a form prepared by the Company, which becomes effective, with all revocation periods having expired unexercised, within sixty (60) days after Executive’s termination date, which will include a general release from liability by Executive that releases the Company and its subsidiaries from any and all liability and claims of any kind arising from or concerning Executive’s employment as permitted by law, provided, however, that such release shall not release any claims of Executive to vested benefits, to vested equity grants, or to any relief Executive is entitled to as a shareholder of the Company; and

ii.

Executive’s compliance with the restrictive covenants (Sections 7 through 11) and all post-termination obligations, including but not limited to the obligations contained in this Agreement.

iii.

If Executive refuses to execute (or revokes) an effective separation agreement as set forth in Section 5(d)(i) above prior to the expiration of the sixty (60) day period, the Company will not provide any payments or benefits to Executive under Section 5(b) or Section 5(c). The payments and benefits under Section 5(b) or Section 5(c) (if any) shall be paid to Executive beginning on the Company’s first regularly scheduled payroll date following the date on which the release becomes effective and non-revokable, and with respect to those severance payments under Section5(b)(iii) and Section5(c)(i)(3) shall include all payments that would have been made to Executive had Executive executed the separation agreement on Executive’s termination date. The Company’s obligation to make the separation payments set forth in Section 5(b) or Section 5(c) shall terminate immediately upon any breach by Executive of any post-termination obligations to which Executive is subject. Notwithstanding the foregoing in Section 5(b) and Section 5(c), if such sixty (60) day period referenced in this Section 5(d) spans two calendar years, then to the extent required by Section 409A of the Code, the payments set forth in Section 5(b) and Section 5(c), as applicable, will in all events be made, or begin, in the second calendar year.

iv.

Except as provided in Section 5(b) and Section 5(c), following termination of Executive’s employment, the Company shall have no other obligations to pay compensation to Executive.

No Mitigation. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and any amounts payable pursuant to this section shall not be reduced by compensation Executive earns on account of employment with another employer.

Change in Control Non-Continued Equity Awards. In the event of a Change in Control, with respect to any Options or other Company equity-based awards held by Executive that are neither assumed, replaced nor continued, such Options or other equity-based awards that are subject solely to time-based vesting conditions automatically shall become fully vested and, if subject to exercise, exercisable, and any other such equity-based awards that are subject to performance-based vesting conditions automatically shall become vested and, if subject to exercise, exercisable, at target levels of performance, in each case subject to Executive remaining employed by the Company in good standing through the consummation of the Change in Control.

No Conflicting Obligations. During the term of Executive’s employment under this Agreement, Executive will not, without the Company’s written consent, directly or indirectly engage in any employment or business activity that is directly or indirectly competitive with, or would otherwise conflict or adversely interfere with, Executive’s employment by the Company.

Nothing in this provision shall prohibit Executive from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that Executive is not a controlling person of, or a member of a group that controls, such corporation.

Confidential Commercial Information.

Executive acknowledges that he or she will be entrusted with price lists, customer lists, customer contact information, information about customer transactions, development and research work, marketing programs, plans, and proposals, and data contained within internally employed software, data bases, and computer operations developed by or for the Company (“Confidential Commercial Information”); provided, however, that for the purposes of this Agreement, Confidential Commercial Information does not include information (i) that was publicly available prior to Executive’s disclosure or use thereof; (ii) that Executive lawfully received from some person who was not under any obligation of confidentiality with respect thereto; (iii) that becomes publicly available other than as the result of any breach of this Agreement by Executive; or (iv) that is generally known to or readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use. Executive acknowledges that Confidential Commercial Information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that the Company has made efforts that are reasonable under the circumstances to maintain the secrecy of Confidential Commercial Information.

Executive acknowledges that he or she has been instructed by the Company to, and agrees that he or she will, maintain Confidential Commercial Information in a confidential manner. During his or her employment, Executive will not, directly or indirectly, disclose any Confidential Commercial Information to any person or entity not authorized by the Company to receive or use such Confidential Commercial Information. After the termination of Executive’s employment, for whatever reason and by whatever party, Executive will not, directly or indirectly, use or disclose to any person or entity any Confidential Commercial Information without the prior written authorization of the Company.

All correspondence, records, documents, software, promotional materials, and other Company property, including all copies, which come into Executive’s possession by, through or in the course of Executive’s employment, regardless of the source and whether created by Executive, are the sole and exclusive property of the Company, and immediately upon the termination of Executive’s employment, or at any time the Company shall request, Executive shall return to the Company all such property of the Company’s, without retaining any copies, summaries or excerpts of any kind or in any format whatsoever. Executive shall not destroy any of the Company’s property, such as by deleting electronic mail or other files, other than in the normal course of Executive’s employment. Executive further agrees that should Executive discover any Company property or Confidential Information in Executive’s possession after the return of such property has been requested, Executive agrees to return it promptly to Company without retaining copies, summaries, or excerpts of any kind or in any format whatsoever.

Executive acknowledges that all of the commercially available software that the Company uses on its computer system that was not developed specially by or for the Company is either owned or licensed for use by the Company, and that the use of such software is governed strictly by the explicit terms and conditions of licensing agreements between the Company and the publisher of the software, and Executive agrees to adhere to those terms and conditions. Executive will not copy, duplicate, download, transfer, or otherwise make personal use of any software on the Company’s computer system without the Company’s express, written consent.

Executive represents that to the best of his or her knowledge, the performance of all the terms of this Agreement and of his or her duties as an employee of the Company will not breach any agreement to keep in confidence any proprietary information that Executive acquired in confidence prior to his or her employment under this Agreement, and that Executive has not entered into, and agrees that Executive will not enter into, any agreement either written or oral in conflict with this Agreement. Executive represents that to the best of his or her knowledge, Executive has not brought and will not bring to the Company or use in the performance of his or her responsibilities at the Company any materials or documents of a former employer that are not generally available to the public, unless Executive has obtained express written authorization from the former employer for their possession and use. Executive represents that he or she has delivered to the Company a true and correct copy of any employment, proprietary information, confidentiality, or non-competition agreement to which Executive is or was a party with any former employers, and that is or may be in effect as of the date hereof. Executive has been instructed not to breach any obligation of confidentiality that Executive may have to any former employer and agrees that Executive will not commit any such breach during employment with the Company.

Nothing in this Agreement shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order, or in filing or disclosing facts necessary to receive unemployment insurance, Medicaid, or other public benefits. Nothing in this Agreement prevents the Executive from disclosing or discussing any sexual assault or sexual harassment dispute or any other discrimination claim arising after the execution of this Agreement.

Non-Interference with Governmental Agency Rights. The provisions of this Agreement and of any other agreement between Executive and the Company regarding confidentiality and non-disclosure are not intended to interfere with, or waive, any right or obligation (if any) to file a charge, cooperate, testify, report, or participate in an investigation with any appropriate federal, state or local governmental agency, including the Securities and Exchange Commission (“SEC”), the Equal Employment Opportunity Commission (“EEOC”), the Occupational Safety and Health Administration (“OSHA”), the National Labor Relations Board (“NLRB”), or any other federal, state or local government agency charged with enforcement of any law, rule, or regulation applicable to Company's business (“Governmental Agency”); including the ability to communicate with such agency; the reporting of possible violations of any law, rule or regulation; making other disclosures that are protected under whistleblower provisions of any law, rule or regulation; or the receiving of an award for information provided to any Governmental Agency.

Defend Trade Secrets Act. Pursuant to the Defend Trade Secrets Act of 2016, Executive acknowledges that Executive shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and may use the trade secret information in the court proceeding, if Executive (X) files any document containing the trade secret under seal and (Y) does not disclose the trade secret, except pursuant to court order.

Inventions and Copyrights.

Executive acknowledges that, as a part of his or her duties, during his or her employment, he or she may develop discoveries, concepts, and ideas concerning or relating to the Business, whether or not patentable, including without limitation processes, methods, formulas, and techniques, as well as improvements thereof or know-how related thereto, and concerning any present or prospective activities of the Company that are published before such discoveries, concepts, and ideas (“Inventions”).

Executive will fully disclose and will continue to disclose to the Company all Inventions that Executive makes or conceives, in whole or in part, at this time or during his or her employment with the Company.

Any and all Inventions will be the absolute property of the Company or its designees and, at the request of the Company and at its expense, but without additional compensation, Executive will make application in due form for United States patents and foreign patents on such Inventions, and will assign to the Company all his or her right, title, and interest in such Inventions, and will execute any and all instruments and do any and all acts necessary or desirable in connection with any such application for patents or in order to establish and perfect in the Company the entire right, title, and interest in such Inventions, patent applications, or patents, and also execute any instrument necessary or desirable in connection with any continuations, renewals, or reissues thereof or in the conduct of any related proceedings or litigation.

The Company will own the copyright in all materials created by Executive relating to the Business and eligible for copyright (which will be deemed work made-for-hire). The Company will have the right to apply for copyright registration, including any renewals or extension, whether under the laws of the U.S. or any country having jurisdiction over the copyright. Executive agrees to execute any documents necessary or appropriate for such registration. The Company will also own any trademark, service mark or trade name created by Executive (alone or in conjunction with others) for the Company and used to identify any present or future product, service, activity, operation, or function of the Company.

The Company may obtain trademark or service mark protection of the Company’s rights including, at the Company’s discretion, state, federal and international registration. The Company will own all right, title, and interest in and to all results and the work product of Executive’s services for the Company (all of which will be deemed proprietary), free of any reserved rights by Executive, whether or not specifically enumerated in this Agreement.

10.

Post-Employment Restrictions.

Non-Solicitation of Company Customers. Executive agrees that during his or her employment with the Company and for a period of twelve (12) months following the termination of employment, Executive shall not, either directly or indirectly, on his or her own behalf or on behalf of another person or entity, without the prior written permission of the Company, (i) solicit, call on, contact, or communicate with any Company Customer (as defined in Section 10(c)); (ii) provide to any Company Customer products or services of the kind provided by the Company; (iii) induce, influence, or attempt to induce or influence, any Company Customer to refrain from purchasing products or services from the Company; (iv) induce, influence, or attempt to induce or influence, any Company Customer to terminate or otherwise alter its contractual or other business relationship with the Company; or (v) accept any money or financial benefit from referring, introducing, or disclosing information about any Company Customer to anyone outside of the Company. If any court of competent jurisdiction finds that a twelve (12) month restricted period following the termination of employment is not reasonably necessary to protect legitimate business interests of the Company, Executive agrees that the restricted period for the non- solicitation of Company Customers shall be six (6) months immediately following the termination of employment or the maximum time, as the case may be, permitted by applicable law.

Non-Solicitation of Company Employees. Executive agrees that during his or her employment with the Company and for a period of twelve (12) months following the termination of employment, Executive shall not, either directly or indirectly, on his or her own behalf or on behalf of another person or entity, without the prior written permission of the Company, induce, solicit, recruit or encourage any employee to leave the employ of the Company or cease providing services to the Company, which means that Executive will not: (i) disclose to any third party for purposes of employment the names, compensation, contacts, backgrounds or qualifications of any employees or otherwise identify them as potential candidates for employment or to provide services; or (ii) personally or through any other person (excluding advertisements or generalized recruiting not targeted at employees of the Company) approach, recruit, interview or otherwise solicit employees of the Company to work for Executive or any other person or employer or to terminate their employment with the Company or violate any agreement with or duty to the Company. If any court of competent jurisdiction finds that a twelve (12) month restricted period following the termination of employment is not reasonably necessary to protect legitimate business interests of the Company, Executive agrees that the restricted period for the non-solicitation of Company employees shall be six (6) months immediately following the termination of employment or the maximum time, as the case may be, permitted by applicable law.

Definition of Company Customer.

The term “Company Customer” means any person or entity (i) with which Executive had business-related contact of any kind (including, without limitation, in person, by phone, or in writing) on behalf of the Company during the one (1) year immediately prior to Executive’s termination of employment; or (ii) who is a person or entity about which Executive learned or had access to information about that is not publicly known during the twelve (12) months immediately prior to Executive’s termination of employment; or (iii) who is a person or entity (including vendor or supplier) the Company has a contractual relationship with during the twelve (12) months immediately prior to Executive’s termination of employment and with which Executive had business-related contact on behalf of the Company or about which Executive learned or had access to any information about that is not publicly known. “Company Customer” does not include persons or entities who ceased doing business with the Company for reasons unrelated to a breach of this Agreement by or other wrongful act of Executive or by others who were under the direction of Executive.

Acknowledgment. Executive acknowledges that Executive’s fulfillment of the obligations contained in Section 10 is necessary to protect the Company’s Confidential Commercial Information as that term is defined herein and to preserve trade secrets, value, and goodwill of the Company. Executive further acknowledges that the time and scope limitations of Executive’s obligations set forth in Section 10 are reasonable, especially in light of the Company’s desire to protect its Confidential Commercial Information and trade secrets, and that Executive will not be precluded from earning a living if Executive is obligated not to solicit any Company Customer.

11.

Non-Disparagement. Executive agrees, during the term of Executive’s services to the Company and at any time thereafter, not to make or communicate any comments or other remarks which are negative or derogatory to the Company or which would tend to disparage, slander, ridicule, degrade, harm, or injure the Company (or any business relationship of the Company) or any officer, director, or employee of the Company or its affiliates. This prohibition does not preclude Executive from providing truthful testimony if compelled by law. This section does not, in any way, restrict or impede Executive from exercising protected rights to the extent that such rights cannot be waived by agreement, including but not limited to the Section 7 of the National Labor Relations Act.

12.

Remedies. Any breach of the duties and obligations imposed upon Executive by this Agreement would cause irreparable harm to the Company, and the Company could not be fully compensated for any such breach with money damages. Therefore, injunctive relief is an appropriate remedy for any such breach. Such injunctive relief will be in addition to and not in limitation of or substitution for any other remedies or rights to which the Company may be entitled at law or in equity, including without limitation liquidated damages under this Agreement.

13.

For purposes of this Agreement,

“Change in Control” shall mean the first of the following events to occur after the Effective Date:

(1)

One Person (or more than one Person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; provided, that, a Change in Control shall not occur if any Person (or more than one Person acting as a group) owns more than 50% of the total fair market value or total voting power of the Company’s stock and acquires additional stock;

(2)

One Person (or more than one Person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) ownership of the Company’s stock possessing 30% or more of the total voting power of the stock of such corporation;

(3)

A majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not endorsed by majority of the Board before the date of appointment or election; or

(4)

One Person (or more than one Person acting as a group), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition(s).

(5)

A “Change in Control” shall not occur (A) by virtue of the consummation of any transaction or series of integrated transactions immediately following which the holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions; or (B) as a result of any primary or secondary offering of shares of the Company’s common stock or preferred stock to the general public through a registration statement filed with the Securities and Exchange Commission.

ii.

“CIC Protection Period” shall mean the period beginning three months prior to a Change in Control (as defined in this Section 13) and ending twelve (12) months after the Change in Control.

iii.

“Person” shall mean a “person” as defined in Section 7701(a)(1) of the Internal Review Code of 1986, as amended (the “Code”), except that such term shall not include (A) the Company (or any subsidiary thereof); (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company; (C) an underwriter temporarily holding securities pursuant to an offering of such securities; or (D) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

iv.

Stock ownership shall be determined in accordance with the attribution rules of Section 318(a) of the Code.

The gross fair market value of an asset shall be determined without regard to any liabilities associated with that asset.

14.

Golden Parachute Excise Tax.

Parachute Payments. If any payment or benefit Executive would receive pursuant to this Agreement or pursuant to any other agreement with the Company following a change in the ownership or effective control of the Company or change in the ownership of a substantial portion of the assets of the Company (which change, as further defined in Section 280G of the Code and regulations promulgated thereunder (“Section 280G”), is referred to herein as a “280G Change in Control” from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G, and (ii) but for this section, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: (1) cash payments, in the following order: (a) first, severance payments under this Agreement, (b) second, severance payments under any other agreement with the Company and (c) third, any other cash payments under any of the foregoing agreements; (2) cancellation of the acceleration of vesting of stock options, restricted stock, restricted stock units or any other awards that vest based on attainment of performance measures; (3) cancellation of the acceleration of vesting of stock options, restricted stock and restricted stock units or any other awards that vest only based on Executive’s continued service to the Company, taking the last ones scheduled to vest (absent the acceleration) first, and (4) other non-cash forms of benefits.

Calculations. The foregoing calculations will be performed at the expense of the Company by an independent public accounting firm (the “Accounting Firm”) selected by the Company. The Company will direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and Executive within thirty (30) calendar days after the 280G Change in Control, the date of termination, if applicable, and any such other time or times as may be reasonably requested by the Company or Executive. If the Accounting Firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon the Company and Executive. Notwithstanding the foregoing, if the stockholder approval exception set forth in Section 280G(b)(5) of the Code is utilized to eliminate the application of Sections 280G and 4999 of the Code of Payments, this Section 14(b) shall not apply.

15.

Section 409A.

Compliance. This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and Treasury guidance promulgated thereunder (“Section 409A of the Code”).

If the Company determines in good faith that any provision of this Agreement would cause Executive to incur an additional tax, penalty, or interest under Section 409A of the Code, the Company and Executive shall use reasonable efforts to reform such provision, if possible, in a mutually agreeable fashion to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code or causing the imposition of such additional tax, penalty, or interest under Section 409A of the Code. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement.

Treatment of Installments. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly, or indirectly, designate the calendar year of payment.

Reimbursement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in- kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Definitions. “Termination of employment,” “resignation,” or words of similar import, as used in this Agreement means, for purposes of any payments under this Agreement that are payments of deferred compensation subject to Section 409A of the Code, Executive’s “separation from service” as defined in Section 409A of the Code.

Exception to Applications. To the extent that Section 409A of the Code would cause an adverse tax consequence to Executive upon accelerating any payment of Termination Compensation pursuant to Section 5(b) and 5(c) upon a 280G Change in Control (“Section 409A Payments”), a 280G Change in Control shall not be deemed to occur with respect to such Section 409A Payments unless the 280G Change in Control qualifies as a “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Regulation 1.409A-3(i)(5), as revised from time to time in either subsequent regulations or other guidance and such Section 409A Payments shall be made at the time such payments would have otherwise been made absent the 280G Change in Control.

No Acceleration. Neither the Company nor Executive, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A.

Specified Employee. If a payment obligation under this Agreement arises on account of Executive’s separation from service while Executive is a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Company), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid within 15 days after the end of the six-month period beginning on the date of such separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of Executive’s estate following Executive’s death.

16.

Dispute Resolution. The parties agree that, except as otherwise provided in this Agreement, any controversy, claim or dispute arising out of or relating to this Agreement or the breach thereof, or arising out of or relating to the employment of Executive, or the termination thereof, including any statutory or common law claims under federal, state, or local law, including all laws prohibiting discrimination in the workplace, shall first be submitted to mediation conducted by the Judicial Arbitration and Mediation Service (JAMS). The parties agree to attempt in good faith to resolve any such dispute in the course of such mediation. If any such dispute is not resolved by mediation, the parties agree that such dispute shall be governed by the terms of the Employee Arbitration, Confidential Information & Proprietary Rights Agreement previously entered into between the parties. Notwithstanding anything herein to the contrary, the parties further acknowledge and agree that, due to the nature of the confidential information, trade secrets, and intellectual property belonging to the Company to which Executive has or will be given access, and the likelihood of significant harm that the Company would suffer in the event that such information was disclosed to third parties, nothing in this paragraph or that certain Employee Arbitration, Confidential Information & Proprietary Rights Agreement shall preclude the Company from immediately going to court to seek injunctive relief to prevent Executive from violating the obligations established in Sections 7, 8, 9, 10 or 11 of this Agreement.

17.

Indemnification. The Company shall indemnify Executive with respect to activities in connection with his or her employment hereunder to the fullest extent provided in the Company’s bylaws, or by state law or insurance policy. Executive will be named as an insured on the director and officer liability insurance policy currently maintained, or as may be maintained by the Company from time to time, and, in addition, Executive will enter into the form of the indemnification agreement provided to other similarly situated executive officers and directors of the Company.

18.

Prevailing Party’s Litigation Expenses. In the event of litigation between the Company and Executive related to this Agreement, the non-prevailing party shall reimburse the prevailing party for any costs and expenses (including, without limitation, attorneys’ fees) reasonably incurred by the prevailing party in connection therewith.

19.

Withholding. All amounts payable to Executive hereunder shall be subject to required payroll deductions and tax withholdings.

20.

Adjudication of Agreement.

Maximum Application. If any court of competent jurisdiction holds that any restriction imposed upon Executive by this Agreement exceeds the limit of restrictions that are enforceable under applicable law, the parties desire and agree that the restriction will apply to the maximum extent that is enforceable under applicable law, agree that the court so holding may reform and enforce the restriction to the maximum extent that is enforceable under applicable law, and desire and request that the court do so.

Enforceability. If any court of competent jurisdiction holds that any provision of this Agreement is invalid or unenforceable, the parties desire and agree that the remaining parts of this Agreement will nevertheless continue to be valid and enforceable.

21.

Modification or Waiver of Agreement. No modification or waiver of this Agreement will be valid unless the modification or waiver is in writing and signed by both of the parties. The failure of either party at any time to insist upon the strict performance of any provision of this Agreement will not be construed as a waiver of the right to insist upon the strict performance of the same provision at any future time.

22.

Notices. Any notices required or permitted under this Agreement will be sufficient if in writing and sent by certified mail to, in the case of Executive, the last address Executive has filed in writing with the Company or, in the case of the Company, its principal office.

23.

Opportunity to Consider Agreement; Legal Representation. Executive acknowledges that he or she has had a full opportunity to consider this Agreement, to offer suggested modifications to its terms and conditions, and to consult with an attorney of his or her own choosing before deciding whether to sign it.

24.

No Rule of Strict Construction. The language of this Agreement has been approved by both parties, and no rule of strict construction will be applied against either party.

25.

Entire Agreement. This Agreement, that certain Confidentiality and Non-Disclosure Agreement previously entered into between the parties, and that certain Employee Arbitration, Confidential Information & Proprietary Rights Agreement previously entered into between the parties (collectively, the “Perspective Agreements”) contain all of the agreements between the parties relating to Executive’s employment with the Company. The parties have no other agreements relating to Executive’s employment, written or oral. The Perspective Agreements supersede all prior agreements, arrangements, and understandings relating to Executive’s employment, and no such agreements, arrangements, or understandings are of any force or effect. The parties will execute and deliver to each other any and all such further documents and instruments, and will perform any and all such other acts, as reasonably may be necessary or proper to carry out or effect the purposes of the Perspective Agreements.

26.

Assignment of Agreement. Executive has no right to transfer or assign any or all of his or her rights or interests under this Agreement. The Company may assign its rights and interests under this Agreement to any successor entity as part of any sale, transfer, or other disposition of all or substantially all of the assets of the Company.

27.

Headings. The descriptive headings of the sections and subsections of this Agreement are intended for convenience only, and do not constitute parts of this Agreement.

28.

Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

29.

Choice of Forum. The parties agree that the proper and exclusive forum for any action arising out of or relating to this Agreement or arising out of or relating to Executive’s employment by the Company will be the State of Delaware, and that any such action will be brought only in the State of Delaware. Executive consents to the exercise of personal jurisdiction in any such action by the courts of Delaware Chancery Court, or if such court does not have subject matter jurisdiction, any court of the United States located in the State of Delaware.

30.

Governing Law. This Agreement will be construed in accord with, and any dispute or controversy arising from any breach or asserted breach of this Agreement will be governed by the laws of the State of Delaware, without reference to the choice of law principles thereof.

[Signature Page follows]

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated at their respective signatures below, to be effective on the Effective Date.

EXECUTIVE


Date:		August 28, 2025

		/s/ Joel Sendek
Name:		Joel Sendek

COMPANY


Date:		September 2, 2025

Perspective Therapeutics, Inc.,
a Delaware corporation


By:		/s/ Johan (Thijs) Spoor
		Johan (Thijs) Spoor
Its:		Chief Executive Officer

EX-10.2 3 catx-ex10_2.htm EX-10.2 EX-10.2

Exhibit 10.2

Separation Agreement

      
     1)

     People and Organizations Covered by this Agreement. In this Agreement, “you” means Juan Graham, your heirs, administrators and assigns. “We,” “us” “our” or the “Company” refers to Perspective Therapeutics, Inc., its predecessors, successors, assigns, divisions, affiliates, subsidiaries, and related corporations, and all past and present officers, directors, employees, shareholders, insurers, fiduciaries, and agents of Perspective Therapeutics, Inc. (in both their individual and representative capacities). “Agreement” means this Separation Agreement.

      
     WHEREAS, you and the Company are party to that certain Employment Agreement, dated as of January 6, 2025 (the “Employment Agreement”).
 
WHEREAS, you have been granted stock options in the amount of 400,000 shares of common stock (the “Options”), none of which have vested pursuant to the Perspective Therapeutics, Inc. Third Amended and Restated 2020 Equity Incentive Plan.

      
     2)

     Issues and Claims You Are Giving Up. You agree that in exchange for the payments and benefits listed in paragraph (3) below, this Agreement settles any and all issues and claims that you have against us in any way related to your employment with or separation from employment with us, according to the terms in this Agreement. By signing this Agreement you voluntarily, knowingly and completely release us from any and all such claims. Those claims are therefore completely extinguished. In exchange for the payments and benefits described in paragraph (3) below, you are giving up:

      
     a)

     All legal and equitable rights arising out of your employment or separation from employment with us. This includes but is not limited to any and all liabilities and claims, direct or indirect, under any local, state or federal authority. This includes but is not limited to city, county, state and federal statutes, regulations, executive orders, ordinances, and common law dealing with the enforcement of the rights of employees.


	b)	Any and all wage claims, claims of discrimination, demands, damages, causes of action and suit, claims for compensation, attorneys’ fees and expenses on account of or in any way arising out of your employment or separation from employment with us, on or before the Effective Date (as defined below) of this Agreement; any claim that you are an “aggrieved employee” as that term is defined pursuant to California Labor Code Sec. 2699, et al.; and any claims for other personal remedies or damages sought in any legal proceeding or charge filed with any court or federal, state or local agency either by you or by any person claiming to act on your behalf or in your interest.

      
     c)

     Although this is not a complete list, here are examples of the specific types of claims you are giving up: Claims under federal law such as the Age Discrimination in Employment Act (ADEA) as amended by the Older Worker Benefits Protection Act (OWBPA), the Americans with Disabilities Act (ADA), the Employee Retirement Income Security Act (ERISA), the Family and Medical Leave Act (FMLA), the Genetic Information Nondiscrimination Act (GINA), Title VII of the Civil Rights Act (relating to protection from discrimination, harassment, and retaliation on the basis of race, color, religion, sex, or national origin), the Lilly Ledbetter Fair Pay Act, the Equal Pay Act (EPA), the National Labor Relations Act (NLRA), the Occupational Safety and Health Act (OSHA), the Sarbanes-Oxley Act, the Worker Adjustment and Retraining Notification Act (WARN Act), and the Uniformed Services Employment and Reemployment Rights Act (USERRA); claims under state law such as the Delaware Discrimination in Employment Act; the Delaware Persons With Disabilities Employment Protection Act; the Delaware Whistleblowers’ Protection Act; the Delaware Wage Payment and Collection Act; the Delaware Fair Employment Practices Act; the Delaware Volunteer Emergency Responders Job Protection Act; or Delaware’s social media law; the Washington Industrial Welfare Act; the Washington Law Against Discrimination; Washington leave laws; the Washington Minimum Wage Requirements and Labor Standards Act; Title 49 of the Revised Code of Washington; the Washington Equal Pay Opportunity Act; the Washington Fair Chance Act; the California Fair Employment and Housing Act; the California Labor Code; the California Equal Pay Law; the Unruh Civil Rights Act; the California Worker Adjustment and Retraining Notification Act; the California Constitution; the California Family Rights Act; the California Consumer Privacy Act;  claims under local law (city or county ordinances); claims for wrongful discharge, discrimination, harassment, interference with protected leave, or retaliation; common law torts (including but not limited to intentional or negligent infliction of emotional distress and invasion of privacy); and any claims or causes of action arising out of any express or implied written or oral communication that we have made.

      
     d)
 
e)

     You acknowledge and agree that you have been made aware of, and understand, the provisions of California Civil Code Section 1542 (“Section 1542”), which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You expressly, knowingly, and intentionally waive any and all rights, benefits, and protections of Section 1542 and of any other state or federal statute or common law principle limiting the scope of a general release.
 
Nothing in this Agreement prohibits you from filing a charge or complaint with a government agency, including a challenge to the validity of the waiver provision of this Agreement. For example, signing this Agreement does not prevent you from filing a charge or complaint with the U.S. Equal Employment Opportunity Commission (EEOC), the National Labor Relations Board (the “NLRB”), the California Civil Rights Department (the “CRD”), or other similar federal, state or local agency, or from participating in any investigation conducted by the EEOC, the NLRB, the CRD or similar federal, state or local agencies. However, by entering into this Agreement, you understand and agree that you are waiving any and all rights to recover any monetary relief or other personal relief as a result of any such EEOC, NLRB, CRD or similar federal, state or local agency proceeding, including any subsequent legal action.

      
     f)
 
g)

     You are not releasing any claims you may have for advance of fees and costs and indemnity under any applicable contract of insurance, corporate policy or operation of law.  Released claims do not include claims for: (1) unemployment insurance; (2) worker’s compensation benefits; (3) state disability compensation; (4) previously vested benefits under any the Company-sponsored benefits plan of the Company or its affiliates; (5) challenging the validity of this Agreement pursuant to the Age Discrimination in Employment Act; (6) claims related to the enforcement of this Agreement; and (7) any other rights that cannot by law be released by private agreement. Notwithstanding anything herein to the contrary, the general release of claims described in this paragraph 2(f) does not extend to claims by you for indemnification pursuant to any applicable Directors and Officers insurance policies held by the Company, CA Labor Code § 2802, or any other agreement or understanding regarding indemnification between the Parties.
 
Notwithstanding anything to the contrary herein, you understand that nothing in this Agreement or any other agreement that you may have with the Company restricts or prohibits you from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including but not limited to the Securities Exchange Commission and the federal Office of Occupational  Health (collectively, “Government Agencies”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation, and you do not need the Company’s prior authorization to engage in such conduct.  Notwithstanding, in making any such disclosures or communications, you must take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute confidential information of the Company or its affiliates to any parties other than the Government Agencies.  This Agreement does not limit your right to receive an award for information provided to any Government Agencies.

      
     3)

     What You Will Receive in Exchange for the Claims You Are Giving Up. The payments and benefits that you will receive in exchange for giving up the claims described above in paragraph (2) are described here (“Consideration”). Payment will be in the form of a check, which will be directly deposited into your designated checking or savings account. After the Effective Date of this Agreement, you will receive the following from us:

      
     a)

     Severance pay: A payment in the amount of $500,000.00, minus required withholdings. This will be reported to the IRS as wages on your Form W-2. This amount will be paid out biweekly, per regular payroll practice, beginning on the first payroll date following the Effective Date, which first payment will include all payments that would have otherwise been made to you between the date of the termination of your employment and the Effective Date.

      
     b)

     Pro-Rated Bonus: A payment in the amount of $116,666.67, which represents an amount equal to your Target Bonus (as defined in your Employment Agreement), pro-rated on the basis of the number of full months you have been employed during the 2025 fiscal year. This amount will be paid within 60 (sixty) days of the date of the termination of your employment.

      
     c)

     Health benefits: A lump sum payment in the amount of $32,750, which is intended to help you with paying for health insurance premiums for a period of one year. This amount will be paid within 60 (sixty) days of the date of the termination of your employment. This will be reported to the IRS as wages on your Form W-2.

      
     d)

     If you file a claim for unemployment benefits, we will reply that the separation was a mutual decision, and that the Company is not challenging the award of benefits.

      
     4)

     Tax Withholding and Reporting. We will report payment(s) to the tax authorities as required by law. For wages, we will also make the required withholdings and deductions in accordance with legal requirements before issuing a payment to you. This means that your actual “take-home” pay will be less than the amount designated as wages in paragraph (3) above, because we will need to take out the required withholdings and deductions (such as income taxes). The wage payment(s) indicated above will be included on the W-2 form(s) that you will receive from us. You understand and acknowledge that we are not providing tax advice to you. You further agree to hold harmless and indemnify us from any claims, liens, assessments and taxes that may attach to the proceeds of this Agreement. (In other words, if we have to pay additional amounts to other people or organizations as a result of this Agreement, you will reimburse us and pay our expenses, such as attorneys’ fees.)

      
     5)

     Acknowledgment. You agree that you have received all wages due, salary, commissions, bonuses, options, shares, stock, incentive payments, equity interests, profit-sharing payments, expense reimbursements, accrued but unused vacation pay, leave or other benefits owed to you through the Separation Date in a timely manner, in accordance with applicable federal and state law. These wages are separate from any payments made under this Agreement. “Wages” includes regular and overtime pay, commissions, bonuses, and any accrued but unused paid leave, less required withholding. You will not earn any more vacation or other benefits after the date of separation from employment. You acknowledge and agree that no other compensation is owed to you.  You further agree that the Consideration is not compensation for your services rendered through your Separation Date, but rather constitutes consideration for the promises contained in this Agreement, and is above and beyond any wages or salary or other sums to which you were entitled as a result of your employment with the Company or under any contract or law.  Finally, you represent and warrant that you have no knowledge of any work-related injury or illness incurred while working for the Company.

      
     6)

     Status of Your Business Expenses. Within five business days following the Effective Date, you acknowledge you will submit claims for business expenses you incurred while employed with us and that you have been fully reimbursed for those business expenses.

      
     7)

     Separation Date. You agree that your date of separation from employment is September 4, 2025. (“Separation Date”) (You should not sign this Agreement before your date of separation from employment.)

      
     8)

     This Agreement Will Give Us a Complete Defense to a Lawsuit. If you sue in court or file a complaint about any employment-related claim or entitlement against us, we will respond that this Agreement gives us a complete defense, except as expressly excluded above.

      
     9)

     Statements About Us and You. We each promise not to make statements that may adversely affect our respective reputations, business prospects, future or existing business relationships, and social standing except to the extent that either of us exercises our rights under state or federal laws, or to the extent either of us responds to prospective employers’ inquiries about previous employment. A violation of this section by either of us may subject the violating party to legal action. However, you have the right to disclose or discuss conduct that you reasonably believe under state, federal, or common law to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or that is recognized as against a clear mandate of public policy. Your right to discuss these concerns applies to conduct that occurs at the workplace, at work-related events coordinated by or through us, between employees, or between us and an employee, whether on or off the employment premises.

      
     10)
 
11)

     Status of Employment Agreement. You understand and acknowledge that there are specific provisions of the Employment Agreement you must continue to comply with, even after your separation from employment and the Effective Date, including but not limited to, Sections 6 through 9 of that Employment Agreement. To the extent there are conflicts between the provisions of the Employment Agreement and the provisions of this Agreement, this Agreement will control.
 
Equity. You understand and acknowledge that your Options will automatically terminate for no further consideration pursuant to the terms of the Company’s Third Amended and Restated 2020 Equity Incentive Plan.

      
     12)
 
13)

     Confidential and Proprietary Information. During your employment you were expected to keep our confidential and proprietary information confidential. Under the terms of this agreement, you agree to continue to keep our confidential and proprietary information confidential. You also agree to permanently remove any such information, whether in print or electronic form, that may be in your possession (e.g., on your home computer, mobile device, etc.) and return it to us. Confidential and/or proprietary information is information relating to our business or our operations and/or the products, drawings, plans, processes, or other data that provides us with a competitive advantage and is not common knowledge to the public. Confidential and proprietary information includes, but is not limited to: trade secrets, customer lists, production and sales processes, inventions, financial information, personnel issues, employee medical information, or any other information that is not to be disclosed outside the Company or to employees within the Company who do not have a business need to know. This restriction does not apply to information which is or becomes public knowledge through the authorized release of information.
 
Non-Solicitation Disclaimer. You previously executed your Employment Agreement that contained a provision restricting your ability to solicit customers following your separation (the “Non-Solicitation Provision”). This is to inform you that the Non-Solicitation Provision is void, and will not be enforced by the Company.  All other provisions remain unchanged.  There is no action required on your part.

      
     14)

     Return of Our Property. You agree to return all of our property, whether physical or electronic, before you receive any payment described in paragraph (3). Any physical property must be returned in good condition (subject to reasonable wear and tear). You are not required to return official communications that you personally received from management, human resources, or payroll regarding your own employment status, such as an employee handbook or a leave of absence approval, or a notice of a pay change. If you are uncertain whether something needs to be returned, please contact Human Resources. You also agree to not access or attempt to access, directly or indirectly, in any manner whatsoever, our electronic equipment, network or files, including without limitation our email and voicemail systems, our electronic document storage and retrieval systems, accounts you maintained on behalf of the Company with third parties, and our computer network servers and related equipment.


	15)	Notice of Immunity under the Economic Espionage Act of 1996, as Amended by the Defend Trade Secrets Act of 2016: You will not be held criminally or civilly liable under federal or state trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a federal, state, or local government official solely for the purpose of reporting or investigating a suspected violation of law; (2) is made in confidence to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (3) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If you file a lawsuit for retaliation by us for reporting a suspected violation of law, you may disclose our trade secrets to your attorney and use the trade secret information in the court proceeding if you: (1) file any document containing the trade secret under seal; and (2) do not disclose the trade secret, except pursuant to court order.

      
     16)

     You Should Consult an Attorney. You acknowledge, represent and agree that you have carefully read and reviewed the terms of this Agreement. You are advised to review the terms of this Agreement with an attorney of your choice. By signing this Agreement, you declare that you fully understand the final and binding effects of this Agreement and that you sign this Agreement of your own free will for the purpose of making a full settlement and release.

      
     17)

     ADEA Notice: You Have Time to Consider this Agreement. You acknowledge that in accordance with the Age Discrimination in Employment Act (ADEA), as amended by the Older Worker Benefits Protection Act (OWBPA), we have offered you at least twenty-one (21) calendar days to consider signing this Agreement. After signing this Agreement, you will have seven (7) additional calendar days as provided by the OWBPA in which to revoke this Agreement. Any such revocation must be sent to Human Resources. This Agreement is not effective or enforceable until the eighth (8th) calendar day following the date that you sign it and do not revoke it.

      
     18)

     Expiration of Offer. If you want to accept this Agreement, you must sign it no later than September 25, 2025.

      
     19)

     Effective Date and Scope of the Agreement. This Agreement is effective on the eighth (8th) calendar day following the date that you sign it (the “Effective Date”), provided that you have not revoked it in accordance with paragraph (17) of this Agreement, and reflects the entire agreement between you and us relating to the subject matter contained herein. This Agreement supersedes any and all prior or contemporaneous oral or written understandings, statements, contracts, representations or promises related to the subject matter contained herein; however, and except as expressly set forth in this Agreement, nothing in this Agreement is intended to (nor will it) supersede the provisions contained in the Employment Agreement or in the Confidentiality Agreement you previously signed in favor of the Company, in each case that were intended to continue after the termination of employment, including, but not limited to any provisions related to intellectual property and confidentiality and such provisions of the Employment Agreement referred to in paragraph (10) of this Agreement, which in each case shall remain in full force and effect. The other exception is that this Agreement does not affect any vested pension rights to which you may be entitled under the terms of any Company-sponsored pension plan (e.g., 401(k) or defined benefit plan). Other than any such vested pension benefits, you agree that you have no entitlement to any other compensation, benefits or employment rights, except as provided in this Agreement. This Agreement will be construed in accordance with and governed by the laws of the state of California.

      
     20)

     Consequences if You or We Breach this Agreement. You and we understand and agree that a breach or violation of the terms of this Agreement may cause economic or other damage to the other party. If there is a breach of the Agreement, then the non-breaching party will have the right to go to court to seek money from the other party to pay for losses and/or a court order (injunction) to stop further breaches of the Agreement. If either you or we go to court in connection with this Agreement or its breach, the winner (prevailing party) will be entitled to reimbursement for the winner’s reasonable costs and attorneys’ fees to the extent allowed by law. Any legal action must be brought in a state or federal court located in California. The laws of the State of California will apply without regard to any law regarding choice of law.

      
     21)
 
22)

     Revocation of this Offer. We are making this offer based on certain expectations, and if we learn that those expectations are wrong, then we reserve the right to revoke this offer at any time before providing the payments and benefits described in paragraph (3). Even during the time that this Agreement is not yet effective, we expect that you will comply with the terms of paragraph (9) (which covers the topic of not disparaging us), paragraph (12) (which covers the topic of confidential and proprietary information), and paragraph (14) (which covers the topic of our documents and property). We also expect that you have not engaged in undisclosed criminal behavior or serious misconduct that, had we known about it, would have resulted in termination of employment without the payments and benefits offered in paragraph (3).
 
Severability. If a court with the legal authority to review this Agreement decides that any provision in this Agreement is unenforceable, the court has the authority to modify that provision to make it enforceable or to delete it. Any such actions will not affect the validity of the rest of the Agreement.
 
[Signature page follows.]

      
Signature of Employee: /s/Juan Graham
Date: 9/16/2025
 
Signature of Company Representative: /s/ Thijs Spoor
Name of Company Representative: Thijs Spoor
Title: CEO
Date: 9/14/2025

[Signature Page to Separation Agreement]

EX-31.1 4 catx-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Johan (Thijs) Spoor, certify that:

I have reviewed this quarterly report on Form 10-Q of Perspective Therapeutics, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 10, 2025


	/s/ Johan (Thijs) Spoor
	Johan (Thijs) Spoor
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2 5 catx-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joel Sendek, certify that:

I have reviewed this quarterly report on Form 10-Q of Perspective Therapeutics, Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 10, 2025


	/s/ Joel Sendek
	Joel Sendek
	Chief Financial Officer
	(Principal Financial Officer)

EX-32 6 catx-ex32.htm EX-32 EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Perspective Therapeutics, Inc. (the “Company”) for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Johan (Thijs) Spoor, Chief Executive Officer of the Company, and Joel Sendek, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 10, 2025


	/s/ Johan (Thijs) Spoor
	Johan (Thijs) Spoor
	Chief Executive Officer (Principal Executive Officer)



	/s/ Joel Sendek
	Joel Sendek
	Chief Financial Officer (Principal Financial Officer)