UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of Earliest Event Reported): December 12,
2005
(December
7, 2005)
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ISORAY,
INC.
(Exact
name of registrant as specified in its charter)
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Minnesota
(State
or other jurisdiction
of
incorporation)
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000-14247
(Commission
File
Number)
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41-1458152
(IRS
Employer
Identification
No.)
|
350
Hills Street, Suite 106, Richland, Washington 99354
(Address
of principal executive offices) (Zip Code)
(509)
375-1202
(Registrant's
telephone number)
ITEM 1.01
Entry into a Material Definitive Agreement
On
December 7, 2005, IsoRay, Inc. (the "Registrant") entered into a SICAV ONE
Securities Purchase Agreement and a SICAV TWO Securities Purchase Agreement
(collectively, the "Purchase Agreements") with Mercatus & Partners, Limited,
a United Kingdom private limited company ("Mercatus"). Pursuant to the Purchase
Agreements, Mercatus has agreed, subject to receipt of sufficient funding,
to
purchase 1,778,146 shares of the Registrant's common stock at a purchase
price
of $3.502 per share. In the event sufficient funding is not received to enable
Mercatus to purchase the shares within thirty days from the date of delivery
of
the share certificates to the custodial bank, the share certificates will
be
returned to the Registrant and each party will have no further obligations
under
the Purchase Agreements. As of the date of this Report, no funding had been
received by the Registrant.
As
part
of the Purchase Agreements, the Registrant has agreed to amend, within sixty
days of the date of the Purchase Agreements, its Registration Statement on
Form
SB-2, filed with the Securities and Exchange Commission on November 10, 2005,
to
provide for registration for the shares being purchased by Mercatus.
ITEM 3.02
Unregistered Sales of Equity Securities
Pursuant
to the Purchase Agreements, Mercatus, a foreign entity, will be issued 1,778,146
shares of the Registrant's common stock in exchange for cash payment of
$6,227,067.29. This sale is being effected pursuant to the exemption from
registration provided by Regulation D promulgated under the Securities Act
of
1933, as amended (the "Securities Act"), and Section 4(2) of the Securities
Act.
ITEM
9.01 Exhibits
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10.23
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SICAV
ONE Securities Purchase Agreement, dated December 7, 2005, by and
between
IsoRay, Inc. and Mercatus & Partners,
Ltd.
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10.24
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SICAV
TWO Securities Purchase Agreement, dated December 7, 2005, by and
between
IsoRay, Inc. and Mercatus & Partners,
Ltd.
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SIGNATURES
In
accordance with the requirements of the Exchange Act, the Registrant caused
this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated:
December 12, 2005
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IsoRay,
Inc., a Minnesota corporation |
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By: |
/s/ Roger
E. Girard |
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Roger
E. Girard, CEO |
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