SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 11th, 2018 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 9, 2018, between IsoRay, Inc., a Minnesota corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Perspective Therapeutics, Inc. 51,515,880 Shares of Common Stock Pre-Funded Warrants to Purchase 1,464,252 Shares of Common Stock UNDERWRITING AGREEMENT Dated: May 24, 2024Underwriting Agreement • May 29th, 2024 • Perspective Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
Perspective Therapeutics, Inc. (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA is acting as representative (in such capacity, the “Representative”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares (the “Shares”) of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) and pre-funded warrants to purchase shares of Common Stock at an exercise price equal to $0.001 per share (the “Pre-Funded Warrants”), set forth in Schedules A and B hereto. The shares of Common Stock issuable upon exercise of the Pre-Funded Warrants are hereinafter referred to as the “Warrant Shares.” The aforesaid Shares and Pre-Funded Warrants to be purchased b
Perspective Therapeutics, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • August 13th, 2024 • Perspective Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
Perspective Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. and RBC Capital Markets, LLC (each, an “Agent” and together, the “Agents”), as follows:
AMONGMerger Agreement • June 6th, 2005 • Century Park Pictures Corp • Retail-eating places • Delaware
SHARE RIGHTS AGREEMENT ISORAY, INC. and COMPUTERSHARE TRUST COMPANY N.A. Rights Agent RIGHTS AGREEMENT Dated as of February 1, 2007Rights Agreement • February 7th, 2007 • IsoRay, Inc. • Surgical & medical instruments & apparatus • Minnesota
Agreement, dated as of February 1, 2007, between IsoRay, Inc., a Minnesota corporation (the “Company”), and Computershare Trust Company N.A. (the “Rights Agent”).
AMENDED and RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • August 29th, 2013 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, Isoray, Inc., a company incorporated under the laws of Minnesota (collectively with its subsidiaries and affiliates, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for whom Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • November 17th, 2023 • Perspective Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 21st, 2014 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 21, 2014, between Isoray, Inc., a Minnesota corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 16th, 2012 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • August 29th, 2013 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, Isoray, Inc., a company incorporated under the laws of Minnesota (collectively with its subsidiaries and affiliates, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for whom Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 2021 • Isoray, Inc. • Surgical & medical instruments & apparatus • New York
Isoray Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I (the “Underwriters”) to this Underwriting Agreement (this “Agreement”), for whom you are acting as Representative (the “Representative”), an aggregate of 36,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 5,400,000 shares (the “Company Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Company Option Shares are collectively called the “Shares.”
COMMON STOCK PURCHASE WARRANTCommon Stock Agreement • July 11th, 2018 • IsoRay, Inc. • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after six months following the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from IsoRay, Inc., a Minnesota corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
132,075,218 Shares of Common Stock Pre-Funded Warrants to Purchase 30,086,944 Shares of Common Stock Perspective Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 22nd, 2024 • Perspective Therapeutics, Inc. • Surgical & medical instruments & apparatus
Perspective Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained within this agreement (this “Agreement”), to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of (i) 132,075,218 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), and (ii) pre-funded warrants to purchase up to 30,086,944 shares of Common Stock in lieu thereof (such shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (as defined below), the “Warrant Shares”) at an exercise price of $0.001 per share in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”). The respective amounts of the Firm Shares and Pre-Funded Warrants to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. The Firm Shares and the
ISORAY, INC. COMMON STOCK EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • April 6th, 2020 • Isoray, Inc. • Surgical & medical instruments & apparatus • New York
Isoray, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc., as follows:
FORM OF WARRANT] ISORAY, INC. Series D Warrant To Purchase Common StockWarrant Agreement • November 22nd, 2010 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York
IsoRay, Inc., a Minnesota a corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [BUYER]., the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "Warrant"), at any time or times on or after the six month anniversary of the date hereof (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), TWO MILLION EIGHT HUNDRED TWELVE THOUSAND FIVE HUNDRED (2,812,500) fully paid nonassessable shares of Common Stock (as defined below); PROVIDED THAT NOTWITHSTANDING ANY PROVISION OF THIS WARRANT TO THE CONTRARY, NO MORE THAN THE MA
IsoRay, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 13th, 2011 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York
IsoRay, Inc., a Minnesota corporation (the “Company”), proposes to sell to you and other firms and corporations named in Schedule A attached hereto (the “Underwriters”), for which you are acting as representatives (“Representatives”) on a best efforts, all-or-none basis, 2,500,000 shares (the “Initial Shares”) of the Company’s Common Stock, par value $0.001 per share (“Common Stock”) and warrants (“Warrants”). The Company also proposes to sell, at the Underwriters’ option (the “Over-allotment Option”), an aggregate of up to 1,027,173 additional shares of Common Stock and Warrants (the “Option Shares”) as provided herein. The Initial Shares and the Option Shares (to the extent the aforementioned option is exercised) and the Warrants are hereinafter collectively referred to as the “Shares.”
Mr. Dwight Babcock Chairman & Chief Executive Officer IsoRay, Inc.Placement Agent Agreement • March 21st, 2014 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2024 • Perspective Therapeutics, Inc. • Surgical & medical instruments & apparatus
This Agreement is made pursuant to the Investment Agreement, dated as of January 8, 2024, between the Company and the Investor (as amended, amended and restated or otherwise modified from time to time, the “Investment Agreement”), pursuant to which the Company is selling to the Investor, and the Investor is purchasing from the Company, in each case on the Closing Date (as defined in the Investment Agreement), an aggregate of 56,342,355 shares (the “Shares”) of common stock, $0.001 par value of the Company (the “Common Stock”).
IsoRay, Inc. Common Stock SALES AGREEMENTSales Agreement • April 23rd, 2010 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York
ISORAY, inc. $8,500,000 cOMMON STOCK SALES AGREEMENTCommon Stock Sales Agreement • May 8th, 2018 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York
ISORAY, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 30th, 2017 • IsoRay, Inc. • Surgical & medical instruments & apparatus • Minnesota
IsoRay, Inc. has granted to the individual (the “Participant”) named in the Notice of Grant of Stock Option (the “Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Common Stock upon the terms and conditions set forth in the Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the IsoRay, Inc. 2017 Equity Incentive Plan (the “Plan”), as amended to the Date of Option Grant, the provisions of which are incorporated herein by reference. By signing the Notice, the Participant: (a) represents that the Participant has received copies of, and has read and is familiar with the terms and conditions of, the Notice, the Plan, and this Option Agreement, (b) accepts the Option subject to all of the terms and conditions of the Notice, the Plan, and this Option Agreement, and (c) agrees to accept as binding, conclusive, and fin
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 28th, 2024 • Perspective Therapeutics, Inc. • Surgical & medical instruments & apparatus • Delaware
This INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of _______________, 20___, but effective as of [●], between Perspective Therapeutics, Inc., a Delaware corporation (“Perspective” or the “Company”), and ______________________________ (“Indemnitee”).
COMMON STOCK PURCHASE WARRANT No._____Common Stock Purchase Warrant • March 24th, 2006 • IsoRay, Inc. • Surgical & medical instruments & apparatus • Washington
This certifies that, for value received, __________________________ ("Holder"), is entitled to subscribe for and purchase from IsoRay, Inc., a Minnesota corporation ("Company"), ________ shares, subject to adjustment as set forth in Article II below ("Warrant Shares"), of Common Stock of the Company, par value $0.001 per share ("Common Stock"), at the exercise price of $6.00 per share, which price is subject to adjustment as set forth in Article II below (the "Exercise Price"), at any time and from time to time beginning on the date of this Warrant as set forth below ("Exercise Date"), and ending on the date that is two (2) years after the date of this Warrant ("Expiration Date"), upon written notice from the Holder to the Company ("Notice") and subject to the terms provided herein.
SICAV TWO SECURITIES PURCHASE AGREEMENTStock Purchase and Subscription Agreement • December 12th, 2005 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York
THIS STOCK PURCHASE AND SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of December 7, 2005, between IsoRay, Inc, a corporation organized and existing under the laws of the State of Minnesota (the “Company”), and Mercatus & Partners, LP (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 16th, 2006 • IsoRay, Inc. • Surgical & medical instruments & apparatus • Washington
This Registration Rights Agreement (the "Agreement") is entered into as of the 17th day of October, 2005, by and among IsoRay, Inc., a Minnesota corporation (the "Corporation"), Meyers Associates, L.P., a New York limited partnership (the "Placement Agent"), and each of the Corporation's shareholders (collectively, the "Signing Shareholders") who is a signatory hereto.
FORM OF WARRANT] ISORAY, INC. Amended and Restated Series C Warrant To Purchase Common StockWarrant Agreement • December 28th, 2010 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York
IsoRay, Inc., a Minnesota a corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, HUDSON BAY MASTER FUND LTD., the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "Warrant"), at any time or times on or after the date hereof (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), TWO MILLION EIGHT HUNDRED TWELVE THOUSAND FIVE HUNDRED (2,812,500) fully paid nonassessable shares of Common Stock (as defined below) (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant shall have th
STRICTLY CONFIDENTIAL IsoRay, Inc.Placement Agent Agreement • July 11th, 2018 • IsoRay, Inc. • Surgical & medical instruments & apparatus • New York
LICENSE AGREEMENT between IBt SA and IsoRay Medical Inc.License Agreement • May 2nd, 2006 • IsoRay, Inc. • Surgical & medical instruments & apparatus
IBt, a Société Anonyme incorporated in Belgium, having its registered office at 7180 Seneffe, Rue Jules Bordet 1, Zone Industrielle C, Belgium,
ESCROW AGREEMENTEscrow Agreement • August 3rd, 2005 • Century Park Pictures Corp • Retail-eating places • Delaware
This Escrow Agreement is entered into as of June 30, 2005, by and among Century Park Pictures Corp., a Minnesota corporation (“Parent”); IsoRay Medical, Inc., a Delaware corporation (referred to herein interchangeably as the “Company” and the “Escrow Agent”); and Anthony Silverman, an individual (the “Stockholder”).
Amended and Restated Employment AgreementEmployment Agreement • July 24th, 2019 • Isoray, Inc. • Surgical & medical instruments & apparatus • Arizona
This Amended and Restated Employment Agreement (“Agreement”), dated effective July 19, 2019, is made in the State of Arizona by and between Jennifer Streeter (“Executive”) and Isoray, Inc. a Delaware corporation (the “Company”), and fully amends and restates that Employment Agreement between Executive and the Company entered into on September 24, 2018.
AGREEMENT AND PLAN OF MERGER dated September 27, 2022 by and among Isoray, Inc., a Delaware corporation as the Acquirer, Isoray Acquisition Corp., a Delaware corporation as Merger Sub, Viewpoint Molecular Targeting, Inc., a Delaware corporation as the...Merger Agreement • September 28th, 2022 • Isoray, Inc. • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of September 27, 2022, by and among Isoray, Inc., a Delaware corporation (the “Acquirer”), Isoray Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Acquirer (“Merger Sub”), Viewpoint Molecular Targeting, Inc., a Delaware corporation (the “Target Company”), and Cameron Gray, as the representative of the Owners (as defined herein) (the “Owners’ Representative”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 24th, 2022 • Isoray, Inc. • Surgical & medical instruments & apparatus
This First Amendment to Agreement and Plan of Merger (this “Amendment”), dated October 21, 2022, is entered into by and among Isoray, Inc., a Delaware corporation (the “Acquirer”), Isoray Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Acquirer (“Merger Sub”), Viewpoint Molecular Targeting, Inc., a Delaware corporation (the “Target Company”), and Cameron Gray, as the representative of the Owners (the “Owners’ Representative”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Merger Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2023 • Perspective Therapeutics, Inc. • Surgical & medical instruments & apparatus • Delaware
This Employment Agreement (“Agreement”) is made by and between Markus Puhlmann, M.D. (“Executive”) and Perspective Therapeutics, Inc., a Delaware corporation (the “Company”). This Agreement is effective as of June 1, 2023 (the “Effective Date”).
ContractSales Contract • March 21st, 2013 • IsoRay, Inc. • Surgical & medical instruments & apparatus
Contract No. 840/08625142/25/01-13 Date of Signature: January 9, 2013 THE SELLER The Open Joint Stock Company <<Isotope>>, (JSC <<Isotope>>) Pogodinskaya str., 22, Moscow, 119435, Russia. Phone: +7(499) 245-01-18, 245-13-81. THE BUYER The Company IsoRay Medical, Inc. 350 Hills Street, Suite 106 Richland, WA 99354-5411 USA THE CONSIGNEE The Company IsoRay Medical, Inc. 350 Hills Street, Suite 106 Richland, WA 99354-5411 US Airport of destination: Seattle or Portland, USA NOTIFICATION FedEX Trade Networks 16353 NE Cameron Blvd Portland, Oregon 97230 USA Phone: +1503-255 1391 ext.14 THE END USER The Company IsoRay Medical, Inc. 350 Hills Street, Suite 106 Richland, WA 99354-5411 USA THE MANUFACTURER Open Joint Stock Company <<Institute of The Nuclear Materials>> (JSC<<INM>>) 624250, Russia, Sverdlovsk Region, Zarechniy, PO Box 29 Phone.: 7 (34377) 362 64 FAX: 7 (34377) 333 96 E-mail: shipping@inm-rosatom.ru TERMS OF DELIVERY CPT airport Seattle or Portland, USA (Incoterms 2010) THE BUYERS
Employment AgreementEmployment Agreement • February 12th, 2019 • Isoray, Inc. • Surgical & medical instruments & apparatus • Washington
This Employment Agreement (“Agreement”) is made in the State of Washington by and between Michael Krachon (“Executive”) and Isoray, Inc. a Delaware corporation (the “Company”).
