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
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Date of Report (Date of Earliest Event Reported): October 23, 2017 |
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ISORAY, INC. (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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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 p r ovisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1 .01 Entry into a Material Definitive Agreement
On October 23, 2017, IsoRay Medical, Inc. (“Medical”), a wholly owned subsidiary of IsoRay, Inc., entered into Addendum No. 2 (the “Addendum”) to its supply contract, as previously amended by Addendum No. 1, with The Open Joint Stock Company «Isotope», a Russian company (“JSC Isotope”). With the Addendum, Medical will now purchase Cesium-131 manufactured by either Joint Stock Company «Institute of Nuclear Materials» (“INM”) or Joint Stock Company «SCC RIAR» (“RIAR”), and sold by JSC Isotope, in the quantities and at the price specified, through December 31, 2018, rather than December 31, 2017. Additionally, the shipper of the goods may now be either INM, RIAR, or MedikorPharma-Ural LLC.
The foregoing summary of the Addendum does not purport to be complete and is qualified in its entirety by reference to the full text of the Addendum. A copy of the Addendum is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
I tem 9.01 Financial Statements and Exhibits
(d) Exhibits
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10 .1 |
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.
Date: October 27, 2017
IsoRay, Inc., a Minnesota corporation
By: /s/ Thomas C. LaVoy
Thomas C. LaVoy, CEO
Exhibit 10.1
Addendum No. 2
to Contract No. 840/08625142/25/158-15 d td 2015.12.07
Date of signature: October 16, 2017
THE SELLER
The Joint Stock Company « Isotope», (JSC «isotope»)
Pogodinskaya str., 22, Moscow, 119435, Russia.
Phone: +7(499) 245-01-18, 245-13-81.
THE BUYER
The Company IsoRay Medical Inc.
350 Hills Street, Suite 106
Richland, WA 99354-5411 USA
THE BUYERS and THE SELLERS have mutually agreed about the following:
1. The Manufacturer of the Goods under the present contract may also be:
- JSC “SSC RIAR”, 9, Zapadnoye shosse, Dimitrovgrad,
Ulyanovsk region, 433510,
Russian Federation.
Phone: +7 (84235) 6 56 57
Fax: +7 (84235) 6 56 58
e-mail: orip@niiar.ru
2. The Shipper of the Goods under the present contract may also be:
- JSC “SSC RIAR”, 9, Zapadnoye shosse, Dimitrovgrad,
Ulyanovsk region, 433510,
Russian Federation.
Phone: +7 (84235) 6 56 57
Fax: +7 (84235) 6 56 58
e-mail: orip@niiar.ru
or
MedikorPharma-Ural LLC
620109 Sverdlovskaya region,
Yekaterinburg, Krulya Street, 2, apartment 192
Tel.: 8(343) 270-75-29
E-mail:8(343) 270-75-29
THE BUYERS and THE SELLERS have mutually agreed that under the present Contract during 2017 and 2018 the Sellers will deliver to the Buyers the following Goods:
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Denomination and Specifications of the Goods. |
Total activity of the lot on the calibration date, Ci |
Quantity of lots, pcs |
Price, USD per one lot |
Amount, USD |
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Dehydrated water soluble cesium-131 salt
The technical characteristic of the goods indicated in appendix 3 to the present contract |
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The Goods are to be shipped in non-returnable type A transport packing sets. The value of the packing sets is included into the Goods price.
Total activity of the lot is established in accordance with the calibration date provided in the Buyers written order set to 12:00 p.m. (noon) Pacific Standard Time.
The Amount of the Contract increases by [**] USD and total sum of the contract will be [**] USD ([**] USD only).
To prolong the period of validity of the present contract till the 31 st of December, 2018.
The present addendum is the integral part of contract 840/08625142/25/158-15 and may be signed by E-mail.
All the rest terms of Contract No. 840/08625142/25/158-15 and Addendum 1 to it remain unchanged.
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THE SELLERS
/s/ B.V. Aakaiev B. V. Aakaiev Director General, JSC «isotope»
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THE BUYERS
/s/ Thomas LaVoy CEO IsoRay Medical Inc. 10-23-2017 |
[**] 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.