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"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No.[])*
Perspective Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
46489V104
(CUSIP Number)
February 3, 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)
[X] Rule 13d-1(c)
[] Rule 13d-1(d)
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of
the Securities Exchange Act of 1934 ("Act") or otherwise subject
to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
____________________________________________________________
CUSIP No. 46489V104
1 NAMES OF REPORTING PERSONS
Michael K Schultz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[](b)[]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
11,350,664 (see Item 4)
6 SHARED VOTING POWER
6,328,411 (see Item 4)
7 SOLE DISPOSITIVE POWER
10,410,039 (see Item 4)
8 SHARED DISPOSITIVE POWER
5,695,570 (see Item 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,679,075 (see Item 4)
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES []
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3% (1)
12 TYPE OF REPORTING PERSON
IN
(1) Based on 280,571,026 shares of the common stock of the Issuer
(the "Common Stock") issued and outstanding as of August 9,
2023, as disclosed in the Issuer's Quarterly Report on Form 10-Q,
filed with the Securities and Exchange Commission (the"SEC") on
August 11, 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.
____________________________________________________________
Item 1(a). Name of Issuer:
Perspective Therapeutics, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
2401 Elliott Avenue, Suite 320, Seattle, WA 98121
Item 2(a). Name of Person Filing:
Michael K Schultz
Item 2(b). Address of Principal Business Office or, if none, Residence:
2401 Elliott Avenue, Suite 320, Seattle, WA 98121
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP No.:
46489V104
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
Not Applicable.
Item 4. Ownership.
(a) Amount beneficially owned:
As of the filing date of this statement, Michael K Schultz may be deemed
to directly or indirectly beneficially own an aggregate total of
17,679,075 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, Michael K Schultz 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 Michael K Schultz; (ii) 940,625 outstanding shares of the
Issuer's Common Stock held in escrow (the "Schultz 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 Michael K Schultz which are exercisable for an equal number
of shares of the Issuer's Common Stock (the "Reported Options"). Michael
K Schultz holds voting power with respect to the Schultz Escrowed Shares
but will not possess dispositive power with respect to the Schultz Escrowed
Shares until (and to the extent) such shares are released from escrow to
Michael K Schultz 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 6,328,411 of the securities
described in the first paragraph of this Item 4(a). The aforementioned
direct beneficial ownership consists of (i) 5,695,570 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 Miracle 2022 Grantor
Retained Annuity Trust. Hills Bank and Trust Company is the sole trustee
of the GRAT. Pursuant to the terms of the GRAT, Michael K Schultz has the
power to substitute the assets owned by the GRAT with assets of equivalent
value. As such, Michael K Schultz 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:
6.3% of the Issuer's outstanding Common Stock. Of that percentage, beneficial
ownership was attributable as follows: (i) 4.02%, directly to Michael
K Schultz; and (ii) 2.24%, directly to the GRAT and indirectly to Michael
K Schultz. 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 August 9, 2023, as disclosed in the Issuer's Quarterly Report on
Form 10-Q, filed with the SEC on August 11, 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.
(c) Number of shares as to which the person has:
(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:
6,328,411, 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 Schultz Escrowed Shares.
(iv) Shared power to dispose or to direct the disposition of:
5,695,570, consisting of the Indirect Shares other than and excluding
the GRAT Escrowed Shares.
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of
more than 5 percent of the class of securities, check the following [].
Item 6. Ownership of More Than 5 Percent on Behalf of Another Person.
Subject to Michael K Schultz'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.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
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.
____________________________________________________________
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.
Dated: September 13, 2023
Signature: MICHAEL K SCHULTZ
Name: Michael K Schultz