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 28,
2010
(December
27, 2010)
(Exact
name of registrant as specified in its charter)
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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)
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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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
November 22, 2010, IsoRay, Inc., a Minnesota corporation (the "Company"),
entered into a Securities Purchase Agreement (the "Agreement") with a certain
purchaser identified on the signature pages thereto (the
"Buyer"). Pursuant to the terms of the Agreement, the Company sold
(the "Offering") to the Buyer, in a registered offering, an aggregate of
2,250,000 shares of the Company's common stock, par value $0.001 per share (the
"Shares"). As part of the transaction, the Buyer also received four
series of warrants (collectively, the "Warrants") - (i) Series A Warrants in an
amount equal to $500,000 divided by the lower of $1.50 and 90% of the average of
the 3 lowest volume weighted average prices out of the 15 trading days preceding
the exercise date (with a floor of $0.75 for a maximum of 666,667 shares of
common stock issuable upon exercise of the Series A Warrants); (ii) Series B
Warrants in an amount equal to 25% of the number of shares of common stock
issued at the Closing, or Series B Warrants exercisable for 562,500 shares of
common stock; (iii) Series C Warrants in an amount equal to 125% of the number
of shares of common stock issued at the Closing, or Series C Warrants
exercisable for 2,812,500 shares of common stock; and (iv) Series D Warrants in
an amount equal to 125% of the number of shares of common stock issued at the
Closing, or Series D Warrants exercisable for 2,812,500 shares of common stock
but the Series D Warrants will only be exercisable to the extent that any of the
Series C Warrants may not be exercised due to NYSE AMEX shareholder approval
requirements limiting the number of overall below-market securities issuable to
no greater than 4,418,026 shares of common stock. As a result of this
limitation, the total number of Series A, B and C Warrants that may be issued
will not exceed Warrants exercisable for an aggregate of 2,168,026 shares of
common stock, and Series D Warrants are expected to be issued to purchase
1,873,641 shares of common stock, assuming the Series A Warrants are exercisable
for the maximum number of shares of common stock.
The
Amended Warrants remain registered 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 supplements
filed on November 24, 2010 and December 28, 2010.
The
foregoing summaries of the amendments to the Warrants do not purport to be
complete and are qualified in their entirety by reference to the Warrant
Amendment Agreement and Forms of the Amended and Restated Series A and C
Warrants, copies of which are attached as exhibits to this Current Report on
Form 8-K. The Warrant Amendment Agreement contains representations and
warranties that the parties made solely for the benefit of each other, in the
context of all of the terms and conditions of the Warrant Amendment Agreement.
Accordingly, other investors and stockholders may not rely on such
representations and warranties. Furthermore, such representations and warranties
are made only as of the date of the Warrant Amendment Agreement. Information
concerning the subject matter of such representations and warranties may change
after the date of the Agreement, and any such changes may not be fully reflected
in the Company's reports or other filings with the SEC.
ITEM
9.01 Financial Statements and Exhibits.
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4.24
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Form of Amended and Restated
Series A Warrant
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4.25
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Form of Amended and Restated
Series C Warrant
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10.65
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Amendment Agreement dated as of
December 27, 2010, by and among IsoRay, Inc. and the investor that is a
signatory thereto
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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: December
28, 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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