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 22, 2016
ISORAY, INC.
(Exact name of registrant as specified in its charter)
|
Minnesota
(State or other jurisdiction of incorporation) |
001-33407
(Commission File Number) |
41-1458152
(IRS Employer Identification No.) |
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 1.01 | Entry into a Material Definitive Agreement |
On December 22, 2016, IsoRay Medical, Inc. (“Medical”), a wholly owned subsidiary of IsoRay, Inc. (the “Registrant”), entered into Addendum No. 1 (the “Addendum”) to its supply contract (the “Agreement”) with The Open Joint Stock Company ‹‹Isotope››, a Russian company (“JSC Isotope”). With the Addendum, Medical will purchase Cesium-131 manufactured by Joint Stock Company ‹‹Institute of Nuclear Materials›› and sold by JSC Isotope, within the quality standards and within the time periods specified, through December 31, 2017 rather than March 31, 2017 as provided in the Agreement.
| ITEM 9.01 | Financial Statements and Exhibits |
| (c) | Exhibits |
| 10.1 | Addendum No. 1 to Contract, dated December 22, 2016 and effective as of December 9, 2016, by and between IsoRay Medical, Inc. and The Open Joint Stock Company ‹‹ Isotope ›› (confidential treatment requested for redacted portions) |
SIGNATURES
In accordance with 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, 2016 | |||
| IsoRay, Inc., a Minnesota corporation | |||
| By: | /s/ Brien Ragle | ||
| Brien Ragle, CFO | |||
Exhibit 10.1
ADDENDUM No. 1
to Contract No. 840/08625142/25/158-15
dtd. December 07, 2015
| Moscow | December 09, 2016 |
JSC “Isotope”, Pogodinskaja, 22, Moscow, 119435 Russia hereinafter named to as “the Sellers’’, and The Company IsoRay Medical Inc., 350 Hills Street, Suite 106, Richland, WA 99354-5411 USA, hereinafter named to as “the Buyers” concluded the present Addendum about the following:
| 1. | To prolong the terms of validity of the present contract till the 31 st of December 2017. |
| 2. | To deliver additionally under present contract [**] lots of Cs-131 with activity of [**] Ci each. |
| 3. | The sum of the contract [**] . |
| 4. | The present addendum is the integral part of contract 840/08625142/25/158-15 and may be signed by E-mail. |
| 5. | All the rest terms of Contract No. 840/08625142/25/158-15 remain unchanged. |
| THE SELLERS | THE BUYERS | ||
| /s/ B.V. Aakaiev | /s/ Thomas C. LaVoy | ||
| B.V. Aakaiev | Thomas C. LaVoy | ||
| Director General, JSC “Isotope” | CEO – IsoRay Medical Inc. | ||
| 22.12.16 | December 14, 2016 |
[**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.