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
350 Hills Street, Suite 106, Richland, Washington 99354
(Address of Principal Executive Offices) (Zip Code)
(509) 375-1202
(Registrant's telephone number, including area code)
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)) |
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 November 7, 2018, IsoRay, Inc. (the “ Company ”) entered into an Amendment and Termination of Share Rights Agreement (the “ Amendment ”) with Computershare Trust Company, N.A. (the “ Rights Agent ”), which amended that certain Share Rights Agreement (the “ Rights Agreement ”), dated as of February 1, 2007, as amended, by and between the Company and the Rights Agent. The Amendment accelerates the expiration date of the Rights Agreement to November 7, 2018, such that, as of 5:00 p.m. Richland, Washington time on November 7, 2018, the Series C Junior Participating Preferred Shares purchase rights (the “ Rights ”) will expire and no longer be outstanding and the Rights Agreement will terminate and be of no further force or effect.
The adoption of the Rights Agreement and summary of the material terms thereof were disclosed in the Company’s Current Report on Form 8-K filed on February 7, 2007, which summary is qualified in its entirety by reference to the full text 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 1.02. Termination of a Material Definitive Agreement .
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 1.02 by reference.
Item 3.03 Material Modification to Rights of Security Holders .
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: November 7, 2018
IsoRay, Inc., a Minnesota corporation
By: /s/ Lori A. Woods
Lori A. Woods, Interim CEO
Exhibit 4.1
AMENDMENT AND TERMINATION
OF
SHARE RIGHTS AGREEMENT
This AMENDMENT AND TERMINATION OF SHARE RIGHTS AGREEMENT (this “ Amendment ”), dated as of November 7, 2018, 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, as subsequently amended (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, prior to such time as any Person becomes an Acquiring Person, to change or supplement any provision in the Rights Agreement in any manner which the Company may deem necessary or desirable, 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, 2027” with the date “November 7, 2018.”
2. In each place where it appears in the exhibits to the Rights Agreement, the date “February 16, 2027” is hereby replaced with the date “November 7, 2018.”
3. Upon the expiration of the Rights in accordance with the terms of the Rights Agreement, as amended hereby, the Rights Agreement shall terminate and be of no further force or effect whatsoever without any further action on the part of the Company or the Rights Agent.
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.
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/ Lori A. Woods
Lori A. Woods, Interim CEO
COMPUTERSHARE TRUST COMPANY, N.A.
By: /s/ Patrick Hayes
Name: Patrick Hayes
Its: Vice President & Manager