CATX 8-K
Perspective Therapeutics, Inc. (CATX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 2, 2025, the Board of Directors (the “Board”) of Perspective Therapeutics, Inc. (the “Company”) appointed Mr. Juan Graham as the Company’s Chief Financial Officer and principal financial officer, in each case effective as of January 6, 2025 (the “Effective Date”). As of the Effective Date, Mr. Jonathan Hunt will no longer serve as the Company’s Chief Financial Officer but will remain in his role as the Company’s Chief Accounting Officer and principal accounting officer.
Mr. Graham, age 49, brings nearly 25 years of experience in global biopharmaceutical financial management, strategic planning, and change leadership in both large multinational and smaller organizations. Prior to joining the Company, Mr. Graham was Chief Financial Officer for FibroGen, Inc., a global biopharmaceutical company, from September 2021 to December 2024, where he led global finance with responsibilities for capital formation and allocation activities while supporting strategic licensing and partnership initiatives. Prior to FibroGen, Inc., Mr. Graham held multiple leadership positions of increasing responsibility at Johnson & Johnson in the United States, Japan, Australia and New Zealand, including Global VP of Finance, Supply Chain from April 2019 to September 2021, as well as roles of global responsibility supporting commercial and research and development operations and business development. Mr. Graham received his bachelor’s degree in Business Administration from the Monterrey Institute of Technology and Higher Education and his Master of Business Administration from the McGill University Graduate School of Business.
In connection with Mr. Graham’s appointment, the Company entered into an employment agreement (the “Employment Agreement”) with Mr. Graham. Pursuant to the Employment Agreement, Mr. Graham will receive an annual base salary of $500,000 and will be eligible for an annual bonus based on a target bonus opportunity of 40% of Mr. Graham’s annual base salary (pro rated for the period of time he is employed during 2025), based upon metrics established by the Compensation Committee of the Board (the “Compensation Committee”). The Employment Agreement also provides for Mr. Graham to receive a one-time signing bonus in the amount of $80,000 (the “Signing Bonus”). If Mr. Graham voluntarily resigns or the Company terminates his employment for Cause (as that term is defined in the Employment Agreement) (each, a “Termination Event”), the Signing Bonus will be subject to repayment according to the following terms:
Mr. Graham will also receive a one-time equity grant (the “Option Grant”) of options (the “Options”) to purchase 400,000 shares of the Company’s common stock under the Perspective Therapeutics, Inc. Third Amended and Restated 2020 Equity Incentive Plan (the “Equity Plan”), 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 the Company’s 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 in 36 equal monthly increments thereafter, subject to Mr. Graham’s continued service to the Company through each applicable vesting date; (iv) the expiration date of the Options being 10 years from the Effective Date; and (v) the Option Grant and the Options being subject to the terms and conditions of the Equity Plan 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 Equity Plan and any other 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.
Under the Employment Agreement, if Mr. Graham’s employment is terminated without Cause or if Mr. Graham resigns for Good Reason (as that term is defined in the Employment Agreement), then, subject to him signing and delivering a release of claims and satisfying certain other terms and conditions set forth in the Employment Agreement, Mr. Graham will be entitled to receive all accrued and unpaid wages through the termination date and the following severance: (i) an amount equal to 12 months of salary based on his then-current base salary; (ii) a pro-rated amount of his target annual discretionary bonus based on the number of full months Mr. Graham has been employed during the fiscal year of his termination; and (iii) an amount equal to the amount of premiums for continuation of Mr. Graham’s health insurance coverage under COBRA for 12 months.
Pursuant to the Employment Agreement, in the event of a Change of Control (as defined in the Employment Agreement), if Mr. Graham is not retained by the new company, the Company will pay his accrued but unpaid wages, approved but unreimbursed business expenses, 12 months’ severance based on his then-current base salary, a pro-rated amount of Mr. Graham’s target annual discretionary bonus based on the number of full months he has been employed during the fiscal year of his termination, and COBRA premiums for up to 12 months of coverage. Additionally, regardless of whether Mr. Graham is retained by the new company, the Company will pay him 12 months’ salary based on his then-current base salary in accordance with the Company’s regular payroll practices. However, if Mr. Graham’s employment with the new company terminates within 12 months of the Change of Control, he will not be entitled to the
severance pay described above other than in an amount equivalent to such portion of the Change in Control Compensation (as defined in the Employment Agreement) that Mr. Graham has not then already received. Also, upon a Change of Control, all of Mr. Graham’s outstanding unvested equity-based awards, at his option, will vest and become immediately exercisable and unrestricted.
Pursuant to the Employment Agreement, Mr. Graham is also subject to standard confidentiality restrictions and a covenant not to solicit the Company’s customers for a period of one year following termination of employment.
The foregoing description of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2024.
The Company also expects Mr. Graham to enter into the Company’s standard indemnification agreement for officers.
There is no arrangement or understanding between Mr. Graham and any other person pursuant to which Mr. Graham has been appointed as Chief Financial Officer. There are no family relationships between Mr. Graham and any of the Company’s directors or executive officers, and Mr. Graham has no direct or indirect interest in any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On January 6, 2025, the Company issued a press release announcing the leadership transition described in Item 5.02 of this Form 8-K and related matters. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
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PERSPECTIVE THERAPEUTICS, INC. |
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Date: |
January 6, 2025 |
By: |
/s/ Johan (Thijs) Spoor |
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Johan (Thijs) Spoor |
Exhibit 99.1.
Perspective Therapeutics Appoints Juan Graham, MBA as Chief Financial Officer
SEATTLE, WASHINGTON – January 6, 2025 – Perspective Therapeutics, Inc. (“Perspective” or the “Company”) (NYSE AMERICAN: CATX), a radiopharmaceutical company that is pioneering advanced treatment applications for cancers throughout the body, today announced the appointment of Juan Graham as the Company’s Chief Financial Officer (CFO), effective as of January 6, 2025. In connection with the transition, Jonathan Hunt will no longer serve as CFO but will continue serving as the Company’s Chief Accounting Officer (CAO).
“In less than 18 months, Perspective has delivered initial clinical data for two new potential medicines based on its next generation targeted radiopharmaceutical technology platform, and is poised to do more in the next 18 months while building the manufacturing infrastructure to enable broader availability of our medicines. As we progress with our platform development, we are strengthening the finance function to support our growth by adding Juan as our CFO and having Jonathan remain in the role of CAO,” said Thijs Spoor, Perspective's CEO. “Juan’s strategic mindset and financial leadership to deliver our vision will be a valuable addition to the executive team. I would also like to thank Jonathan for his continuing commitment and dedication that contribute greatly to our achievements.”
Mr. Graham added, “I am excited to join Perspective at this critical point in the Company’s development, as we are working to deliver further progress on two clinical programs, initial data on a third clinical program, and advance multiple new programs into the clinic. I’m looking forward to helping propel the Company’s growth and scale in the coming years.”
Mr. Graham is a seasoned finance executive with nearly 25 years of global experience in life sciences. Prior to joining the Company, Mr. Graham served as Chief Financial Officer of FibroGen, a global emerging growth biopharmaceutical company. In his role at FibroGen, Mr. Graham led global finance with responsibilities for capital formation and allocation activities while supporting strategic licensing and partnership initiatives. Prior to FibroGen, Mr. Graham spent nearly 20 years with Johnson & Johnson, where he held multiple finance and business development roles of increasing responsibility at the corporate level as well as leadership positions in multiple divisions across the globe. Mr. Graham earned his MBA from McGill University and a bachelor’s degree in business from Tec de Monterrey (ITESM).
About Perspective Therapeutics, Inc.
Perspective Therapeutics, Inc. is a radiopharmaceutical development company that is pioneering advanced treatment applications for cancers throughout the body. The Company has proprietary technology that utilizes the alpha emitting isotope 212Pb to deliver powerful radiation specifically to cancer cells via specialized targeting moieties. The Company is also developing complementary imaging diagnostics that incorporate the same targeting moieties which provide the opportunity to personalize treatment and optimize patient outcomes. This "theranostic" approach enables the ability to see the specific tumor and then treat it to potentially improve efficacy and minimize toxicity.
The Company’s melanoma (VMT01) and neuroendocrine tumor (VMT-α-NET) programs have entered Phase 1/2a imaging and therapy trials for the treatment of metastatic melanoma and neuroendocrine tumors at several leading academic institutions. The Company has also developed a proprietary 212Pb generator to secure key isotopes for clinical trial and commercial operations.
For more information, please visit the Company's website at www.perspectivetherapeutics.com.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Statements in this press release that are not statements of historical fact are forward-looking statements. Words such as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "estimate," "believe," "predict," "potential," or "continue" or the negative of these terms or other similar expressions are intended to identify forward-looking statements, though not all forward-looking statements contain these identifying words. Forward-looking statements in this press release include statements concerning, among other things, the Company's ability to pioneer advanced treatment applications for cancers throughout the body; the Company’s ability to make progress on its clinical and preclinical programs over the next 18 months while building the manufacturing infrastructure to enable broader availability of its medicines; the Company’s ability to, and anticipated timing and expectations regarding, its delivery of initial data regarding a third clinical program and advancement of multiple new programs into the clinic; expectations regarding the Company’s growth and scale in the coming years; the Company's ability to provide targeted and effective treatment options for cancer patients; the ability of the Company's proprietary technology utilizing the alpha emitting isotope 212Pb to deliver powerful radiation specifically to cancer cells via specialized targeting moeities; the Company's prediction that complementary imaging diagnostics that incorporate certain targeting moeities provide the opportunity to personalize treatment and optimize patient outcomes; the Company's belief that its "theranostic" approach enables the ability to see a specific tumor and then treat it to potentially improve efficacy and minimize toxicity; the Company's ability to develop a proprietary 212Pb generator to secure key isotopes for clinical trial and commercial operations; the Company's clinical development plans and the expected timing thereof; the expected timing for availability and release of data in connection with its clinical trials; expectations regarding the potential market opportunities for the Company's product candidates; the potential functionality, capabilities, and benefits of the Company's product candidates and the potential application of
these product candidates for other disease indications; the Company's expectations, beliefs, intentions, and strategies regarding the future; the Company's intentions to improve important aspects of care in cancer treatment; and other statements that are not historical fact.
The Company may not actually achieve the plans, intentions, or expectations disclosed in the forward-looking statements, and you should not place undue reliance on the forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause the Company's actual results to differ materially from the results described in or implied by the forward-looking statements. Certain factors that may cause the Company's actual results to differ materially from those expressed or implied in the forward-looking statements in this press release are described under the heading "Risk Factors" in the Company's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC"), in the Company's other filings with the SEC, and in the Company's future reports to be filed with the SEC and available at www.sec.gov. Forward-looking statements contained in this news release are made as of this date. Unless required to do so by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Media and Investor Relations Contacts:
Perspective Therapeutics IR:
Annie J. Cheng, CFA
Russo Partners, LLC
Nic Johnson