Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Perspective Therapeutics, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
46489V104 (CUSIP Number) |
12/31/2023 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 46489V104 |
| 1 | Names of Reporting Persons
Johnson Frances | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
IOWA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,779,075.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Based on 280,571,026 shares of the common stock of the Issuer issued and outstanding as of November 10, 2023, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2023, and assumes exercise of the Reported Options (see Item 4), resulting in an aggregate 282,515,443 shares of Common Stock issued and outstanding following such exercise.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Perspective Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive offices:
350 Hills St., Suite 106, Richland, WASHINGTON, 99354 | |
| Item 2. | ||
| (a) | Name of person filing:
Frances Johnson | |
| (b) | Address or principal business office or, if none, residence:
350 Hills St., Suite 106, Richland, WA 99354 | |
| (c) | Citizenship:
United States of America | |
| (d) | Title of class of securities:
Common Stock | |
| ( e) | CUSIP No.:
46489V104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of the filing date of this statement, Frances Johnson may be deemed to directly or indirectly beneficially own an aggregate total of 16,779,075 shares of the Issuer's Common Stock. Reference to "beneficial ownership" of securities for purposes of this statement shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").As of the filing date of this statement, Frances Johnson was deemed to be the direct beneficial owner of 11,350,664 of the securities described in the first paragraph of this Item 4(a). The aforementioned direct beneficial ownership consists of (i) 8,465,622 outstanding shares of the Issuer's Common Stock held by Frances Johnson; (ii) 940,625 outstanding shares of the Issuer's Common Stock held in escrow (the "Johnson Escrowed Shares") by U.S. Bank National Association ("U.S. Bank") for a twelve-month period following the Closing (as defined below) (the "Escrow Period") pursuant to the terms of the Merger Agreement (as defined below) and an escrow agreement entered into among the Issuer, U.S. Bank and Cameron Gray (the "Escrow Agreement") and (iii) an aggregate 1,944,417 vested stock options held by Frances Johnson which are exercisable for an equal number of shares of the Issuer's Common Stock (the "Reported Options"). Frances Johnson holds voting power with respect to the Johnson Escrowed Shares but will not possess dispositive power with respect to the Johnson Escrowed Shares until (and to the extent) such shares are released from escrow to Frances Johnson following expiration of the Escrow Period in accordance with the terms of the Merger Agreement and Escrow Agreement. The securities described in this paragraph are referred to collectively as the "Direct Shares".As of the filing date of this statement, the GRAT (as defined below) was deemed to be the direct beneficial owner of 5,428,411 of the securities described in the first paragraph of this Item 4(a). The aforementioned direct beneficial ownership consists of (i) 4,795,570 outstanding shares of the Issuer's Common Stock held by the GRAT, and (ii) 632,841 outstanding shares of the Issuer's Common Stock held in escrow by U.S. Bank for the Escrow Period pursuant to the terms of the Merger Agreement and Escrow Agreement (the "GRAT Escrowed Shares"). The trustee of the GRAT holds voting power with respect to the GRAT Escrowed Shares but will not possess dispositive power with respect to the GRAT Escrowed Shares until (and to the extent) such shares are released from escrow to the GRAT following expiration of the Escrow Period in accordance with the terms of the Merger Agreement and Escrow Agreement. "GRAT" means the Legacy 2022 Grantor Retained Annuity Trust. Hills Bank and Trust Company is the sole trustee of the GRAT. Pursuant to the terms of the GRAT, Frances Johnson has the power to substitute the assets owned by the GRAT with assets of equivalent value. As such, Frances Johnson may be deemed to have indirect beneficial ownership of the aforementioned securities directly beneficially owned by the GRAT. The securities described in this paragraph are referred to collectively as the "Indirect Shares"."Merger Agreement" means that certain Agreement and Plan of Merger by and among the Issuer, Isoray Acquisition Corp. and Viewpoint Molecular Targeting, Inc., as amended by that certain First Amendment to Agreement and Plan of Merger entered into on October 21, 2022, pursuant to which, on February 3, 2023, the Issuer completed the merger (the "Closing" and such transaction, the "Merger") of Isoray Acquisition Corp. with Viewpoint Molecular Targeting, Inc. | |
| (b) | Percent of class:
5.9% of the Issuer's outstanding Common Stock. Of that percentage, beneficial ownership was attributable as follows: (i) 4.02%, directly to Frances Johnson; and (ii) 1.92%, directly to the GRAT and indirectly to Frances Johnson. The aforementioned percentages were calculated in accordance with Rule 13(d)-3(d)(1)(i), promulgated under the Exchange Act, and based on 280,571,026 shares of the Issuer's Common Stock issued and outstanding as of November 10, 2023, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2023, and assumes exercise of the Reported Options (see Item 4), resulting in an aggregate 282,515,443 shares of Common Stock issued and outstanding following such exercise. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
11,350,664, consisting of the Direct Shares. | ||
| (ii) Shared power to vote or to direct the vote:
5,428,411, consisting of the Indirect Shares. | ||
| (iii) Sole power to dispose or to direct the disposition of:
10,410,039, consisting of the Direct Shares other than and excluding the Johnson Escrowed Shares. | ||
| (iv) Shared power to dispose or to direct the disposition of:
4,795,570, consisting of the Indirect Shares other than and excluding the GRAT Escrowed Shares. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Subject to Frances Johnson's power of substitution with respect to the Indirect Shares (see Item 4(a)), the GRAT retains the rights to receive or the power to direct the receipt of dividends from, or the proceeds from the sales of, the Indirect Shares. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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