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): February 24,
2009
(February
18, 2009)
ISORAY,
INC.
(Exact
name of registrant as specified in its charter)
Minnesota
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001-33407
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41-1458152
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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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 1.01 Entry
into a Material Definitive Agreement
On
February 18, 2009, IsoRay Medical, Inc. ("Medical"), a wholly owned subsidiary
of IsoRay, Inc. (the "Registrant"), entered into a Distribution Agreement (the
"Agreement") with Biocompatibles, Inc. ("BioCompatibles"). Under the
Agreement, Biocompatibles will act as Medical's exclusive (except for Medical)
distributor of Cs-131 radioactive source products in the United
States. The exclusivity may be revoked if certain minimum sales
requirements are not met in the future. The Agreement's initial term
is through December 31, 2011, and will automatically renew for one year periods
unless cancelled by the parties.
Also on
February 18, 2009, Medical entered into an Amendment No. 1 to Service
Agreement (the "Amendment") with Biocompatibles. The
Amendment amends Medical's Service Agreement, dated March 1, 2006, with
Biocompatibles' predecessor in interest, Advanced Care Medical,
Inc. Under the Amendment, Medical is able to purchase additional
products and services from Biocompatibles. The Amendment extends the
term of the original Service Agreement, as amended, until December 31, 2011, and
provides for automatic one year renewals thereafter unless cancelled by the
parties.
On
February 18, 2009, the Registrant issued a press release announcing its entry
into the Agreement and the Amendment, the text of which is attached hereto as
Exhibit 99.1.
ITEM
9.01 Exhibits
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10.50
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Distribution
Agreement, dated February 18, 2009, by and between IsoRay Medical, Inc.
and Biocompatibles, Inc. (confidential treatment requested for redacted
portions)
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10.51
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Amendment
No. 1 to Service Agreement, dated February 18, 2009, by and between IsoRay
Medical, Inc. and Biocompatibles, Inc. (confidential treatment requested
for redacted portions)
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99.1
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Press
release, dated February 18, 2009
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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: February
24, 2009
IsoRay,
Inc., a Minnesota corporation
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By:
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/s/ Jonathan Hunt
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Jonathan
Hunt, CFO
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