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 2, 2017
ISORAY, INC.
(Exact name of registrant as specified in its charter)
| Minnesota | 001-33407 | 41-1458152 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(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 |
The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.
| ITEM 3.03 | Material Modification to Rights of Security Holders |
On February 2, 2017, the Board of Directors of IsoRay, Inc. (the “Company”) resolved to amend the Share Rights Agreement (the “Rights Agreement”), dated as of February 1, 2007, between the Company and Computershare Trust Company, N.A., as Rights Agent (“Computershare”), in order to extend the expiration date of the Rights Agreement. Thereafter, on February 2, 2017, the Company and Computershare entered into the Amendment to the Share Rights Agreement (the “Amendment”) to amend the definition of “Expiration Time” to the earliest of 5:00 p.m., Richland, Washington time, on February 16, 2027, and the date on which the Rights are redeemed or exchanged pursuant to the terms and conditions of the Rights Agreement.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment. A copy of the Amendment is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
| ITEM 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| 4.1 | Amendment, dated as of February 2, 2017, to the Share Rights Agreement, dated as of February 1, 2007, between IsoRay, Inc. and Computershare Trust Company, N.A., as Rights Agent. |
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: February 3, 2017
| IsoRay, Inc., a Minnesota corporation | ||
| By: | /s/ Thomas C. LaVoy | |
| Thomas C. LaVoy, CEO | ||
Exhibit 4.1
AMENDMENT TO SHARE RIGHTS AGREEMENT
This AMENDMENT TO SHARE RIGHTS AGREEMENT (this “ Amendment ”), dated as of February 2, 2017, is by and between IsoRay, Inc., a Minnesota corporation (the “ Company ”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “ Rights Agent ”). Certain capitalized terms used but not defined in this Amendment are used as defined in the Rights Agreement (as defined below).
RECITALS
WHEREAS, the Company and the Rights Agent entered into that certain Share Rights Agreement, dated as of February 1, 2007 (the “ Rights Agreement ”);
WHEREAS, Section 27 of the Rights Agreement provides that the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Rights Agreement without the approval of any holders of Right Certificates or Common Shares in order to extend the Final Expiration Date, notwithstanding anything to the contrary provided in clause (iv) thereof;
WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement as set forth in this Amendment; and
WHEREAS, the Board of Directors of the Company has authorized the amendments set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Rights Agent hereby agree as follows:
1. Section 7(a) of the Rights Agreement is hereby amended to replace the date “February 16, 2017” with the date “February 16, 2027”.
2. In each place where it appears in the exhibits to the Rights Agreement, the date “February 16, 2017” is hereby replaced with the date “February 16, 2027”.
3. Except as expressly set forth in this Amendment, this Amendment shall not amend or otherwise modify any text or other provision of the Rights Agreement. The Rights Agreement, as amended by this Amendment, shall remain in full force and effect. Each reference to “hereof”, “hereunder”, “hereto”, “herein” and “hereby” and each other similar reference, and each reference to “this Agreement” and each other similar reference contained in the Rights Agreement shall refer to the Rights Agreement as amended by this Amendment.
4. This Amendment shall be deemed to be a contract made under the internal laws of the State of Minnesota and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State, except that the duties, obligations and rights of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts to be made and performed entirely within such State.
5. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect and enforceability as an original signature.
[Signature Page Follows]
| 2 |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first above written.
| ISORAY, INC. | ||
| By: | /s/ Thomas C. LaVoy | |
| Name: | Thomas C. LaVoy | |
| Title: | CEO | |
[Signature Page to Amendment to Share Rights Agreement]
| 3 |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first above written.
| COMPUTERSHARE TRUST COMPANY, N.A. | ||
| By: | /s/ Dennis V. Moccia | |
| Name: | Dennis V. Moccia | |
| Title: | Manager, Contract Administration | |
[Signature Page to Amendment to Share Rights Agreement]
| 4 |