As
filed with the Securities and Exchange Commission on October 6,
2008
Registration
No. 333-129646
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment
No. 7
to
Form SB-2
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ISORAY,
INC.
(Exact
name of registrant as specified in its charter)
Minnesota
|
|
3841
|
|
41-1458152
|
(State
or other jurisdiction of
|
|
(Primary
standard industrial
|
|
(I.R.S.
employer
|
incorporation
or organization)
|
|
classification
code number)
|
|
identification
number)
|
350
Hills St., Suite 106
Richland,
WA 99354
(509)
375-1202
(Address,
including zip code, and telephone number,
including
area code, of registrant’s principal executive offices)
Dwight
Babcock
Interim
Chief Executive Officer
350
Hills St., Suite 106
Richland,
WA 99354
(509)
375-1202
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Copies
to:
Stephen
R. Boatwright, Esq.
Alicia
M. Corbett, Esq.
Keller
Rohrback, PLC
3101
N. Central Ave., Suite 1400
Phoenix,
AZ 85012
(602)
248-0088
Approximate
date of commencement of proposed sale to the public: Not
Applicable.
If
any of
the securities being registered on this form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. x
If
this
form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of earlier effective registration statement
for the same offering. ¨
If
this
form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
number of the earlier effective registration statement for the same
offering. ¨
If
this
form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the earlier registration
statement number of the earlier effective registration statement for the same
offering. ¨
If
delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. ¨
This
post-effective amendment will become effective in accordance with the provisions
of Section 8(c) of the Securities Act.
TERMINATION
OF OFFERING AND REMOVAL OF SECURITIES FROM REGISTRATION
On
November 10, 2005, IsoRay, Inc. (“IsoRay”) filed Registration Statement No.
333-129646 on Form SB-2, as amended from time to time thereafter (the
“Registration Statement”), to register 4,637,100 shares of common stock, par
value $0.001, beneficially owned by the shareholders named therein (the “Selling
Shareholders”).
Because
these unsold securities became freely tradable upon expiration of the required
holding periods under Rule 144 of the Securities Act of 1933, it is no longer
necessary for IsoRay to maintain the effectiveness of the Registration
Statement.
IsoRay
hereby terminates the Registration Statement and removes from registration
all
shares of common stock that have not been sold by the Selling Shareholders
pursuant to the Registration Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly
caused this post-effective amendment to registration statement to be signed
on
its behalf by the undersigned, thereunto duly authorized, in the city of
Richland, Washington, on October 6, 2008.
|
|
|
|
|
|
|
IsoRay,
Inc.
|
|
|
|
|
|
Date:
October 6, 2008
|
|
By:
|
|
/s/
Dwight Babcock
|
|
|
|
|
Dwight
Babcock,
Interim
Chief Executive Officer
|
Pursuant
to the requirements of the Securities Act of 1933, this post-effective amendment
to registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Dwight Babcock
|
|
Interim
Chief Executive Officer and Chairman
|
|
October
6, 2008
|
Dwight
Babcock
|
|
|
|
|
|
|
|
|
|
/s/
Jonathan Hunt
|
|
Chief
Financial Officer
|
|
October
6, 2008
|
Jonathan
Hunt
|
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/
Robert Kauffman
|
|
Director
|
|
October
6, 2008
|
Robert
Kauffman
|
|
|
|
|
|
|
|
|
|
/s/
Thomas LaVoy
|
|
Director
|
|
October
6, 2008
|
Thomas
LaVoy
|
|
|
|
|
|
|
|
|
|
/s/
Albert Smith
|
|
Director
|
|
October
6, 2008
|
Albert
Smith
|
|
|
|
|