Unassociated Document
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): April 23, 2010 (April 22,
2010)
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
of
incorporation)
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(Commission
File
Number)
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(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)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM
1.01 Entry into a Material Definitive Agreement.
On April
22, 2010, IsoRay, Inc., a Minnesota corporation (the "Company"), entered into a
Sales Agreement (the "Agreement") with C. K. Cooper & Company, Inc.
("CKCC"). Pursuant to the terms of the Agreement, the Company may
offer and sell (the "Offering") from time to time through CKCC, as the Company's
sales agent, up to $4 million of shares of the Company's common stock, par value
$0.001 per share (the "Shares"). CKCC is not required to sell any
specific number or dollar amount of Shares but will use its commercially
reasonable efforts, as the Company's agent and subject to the terms of the
Agreement, to sell the Shares offered, as instructed by the Company. Sales of
the Shares, if any, may be made by means of ordinary brokers' transactions on
the NYSE AMEX at market prices and such other sales as agreed to by the Company
and CKCC. CKCC will receive from us a commission of 2.0% based on the gross
sales price per share for any Shares sold through it as agent under the
Agreement. Net proceeds from the sale of the Shares will be used for general
corporate purposes. The Company has also agreed to reimburse CKCC for certain
expenses incurred in connection with entering into the Agreement and has
provided CKCC with customary indemnification rights.
The
offering of Shares pursuant to the Agreement will terminate upon the earliest of
(i) June 30, 2010, (ii) the sale of all Shares subject to the Agreement and (ii)
the termination of the Agreement by the Company or CKCC.
The
Shares will be issued pursuant to the Company's shelf registration statement
(the "Registration Statement") on Form S-3 (File No. 333-162694), which became
effective on November 13, 2009, and the prospectus supplement dated April 23,
2010.
The
Agreement is filed as Exhibit 10.57 to this Current Report on Form 8-K, and the
description of the Agreement is qualified in its entirety by reference to such
exhibit. A copy of the opinion of Keller Rohrback, PLC, relating to the legality
of the Shares is filed as Exhibit 5.1 hereto, and is incorporated herein by
reference. The foregoing description of the Offering by the Company and the
documents related thereto is qualified in its entirety by reference to such
exhibits.
ITEM
9.01 Financial Statements and Exhibits.
5.1
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Opinion
of Keller Rohrback, PLC dated April 22, 2010
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10.57
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Sales
Agreement between IsoRay, Inc. and C. K. Cooper & Company, Inc., dated
April 22, 2010
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23.1
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Consent
of Keller Rohrback, PLC (included in Exhibit
5.1)
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: April
22, 2010
IsoRay,
Inc., a Minnesota corporation
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By:
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/s/ Dwight Babcock
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Dwight
Babcock, Chairman and CEO
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