Unassociated Document
United
States Securities And Exchange Commission
Washington,
DC 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of Earliest Event Reported): November 24,
2010
(November
22, 2010)
ISORAY,
INC.
(Exact
name of registrant as specified in its charter)
Minnesota
(State
or other jurisdiction
of
incorporation)
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001-33407
(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)
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:
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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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Explanatory
Note
On
November 22, 2010, IsoRay, Inc., a Minnesota corporation (the "Company"), filed
a Current Report on Form 8-K (the "Original Form 8-K") to report on the
Company's entry into a Securities Purchase Agreement with a certain purchaser
identified on the signature pages thereto, pursuant to which the Company will
issue and sell an aggregate of 2,250,000 shares of the Company's common stock,
par value $0.001 per share and four series of warrants to purchase up to an
aggregate of 4,041,667 shares of common stock pursuant to the Company's shelf
registration statement on Form S-3 (File No. 333-162694), which became effective
on November 13, 2009, and a prospectus supplement to be filed concurrent with this
Form 8-K on November 24, 2010.
This
amendment is being filed solely to amend the Original Form 8-K to include
Exhibits 5.1 and 23.1 hereto. Except as otherwise noted, the Original
Form 8-K is unaltered by this amendment.
ITEM
9.01 Financial Statements and Exhibits.
4.22*
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Form
of Series A, B and C Warrant
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4.23*
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Form
of Series D Warrant
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5.1
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Opinion
of Keller Rohrback PLC
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10.62*
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Letter
Agreement between IsoRay, Inc. and LifeTech Capital, a division of Aurora
Capital, LLC, dated October 27, 2010
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10.63*
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Form
of Securities Purchase Agreement by and among IsoRay, Inc. and the
signatories thereto, dated November 22, 2010
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10.64*
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Form
of Lock-Up Agreement
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23.1
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Consent
of Keller Rohrback PLC (included in Exhibit 5.1)
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99.1*
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Press
Release of IsoRay, Inc., dated November 22, 2010
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* Previously
filed
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: November
23, 2010
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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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