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 29,
2005
(December
22, 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.)
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350
Hills Street, Suite 106, Richland, Washington 99354
(Address
of principal executive offices) (Zip Code)
(509)
375-1202
(Registrant's
telephone number)
ITEM 3.02
Unregistered Sales of Equity Securities
Pursuant
to the Registrant's October 17, 2005 Private Placement Memorandum, as amended,
as of December 20, 2005 the Registrant had issued 598,000 shares of the
Registrant's common stock in exchange for a cash payment of $2,392,000 (less
commissions of ten percent (10%) on securities placed by broker/dealers).
This
common stock was sold as part of a unit offering including one share of common
stock and a callable warrant to purchase one share of common stock at $6.00
per
share with a two-year term. These sales were made between October 20 and
December 20, 2005 and 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. The
Registrant is continuing to sell shares of common stock under the October
17,
2005 Private Placement Memorandum, as amended, and if the maximum offering
amount of $4,000,000 is sold, the Registrant will issue an additional 402,000
shares of common stock.
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 29, 2005 |
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IsoRay,
Inc., a Minnesota corporation |
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By: |
/s/ Michael
K.
Dunlop
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Michael
K. Dunlop, CFO
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