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): August 10, 2006
(August
8, 2006)
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ISORAY,
INC.
(Exact
name of registrant as specified in its charter)
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Minnesota
(State
or other jurisdiction
of
incorporation)
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000-14247
(Commission
File
Number)
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41-1458152
(IRS
Employer
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)
ITEM 1.02
Termination of a Material Definitive Agreement
On
December 7, 2005, IsoRay, Inc. (the "Registrant") entered into a SICAV ONE
Securities Purchase Agreement and a SICAV TWO Securities Purchase Agreement
(collectively, the "Purchase Agreements") with Mercatus & Partners, Limited,
a United Kingdom private limited company ("Mercatus"). Pursuant to the Purchase
Agreements, Mercatus agreed, subject to receipt of sufficient funding, to
purchase 1,748,146 shares of the Registrant's common stock at a purchase price
of $3.502 per share, or $6,122,007 in the aggregate. In the event sufficient
funding was not received to enable Mercatus to purchase the shares within thirty
days from the date of delivery of the share certificates to the custodial bank,
the share certificates were to be returned to the Registrant and each party
would then have no further obligations under the Purchase Agreements.
As
no
funding had been received, on May 18, 2006, the Registrant requested the return
of the share certificates. After significant delay and IsoRay's attainment
of a
court order, the share certificates were returned. On August 8, 2006, the share
certificates were cancelled and the Purchase Agreements were terminated.
Following the cancellation, the Registrant had 13,549,959 shares of common
stock
outstanding.
SIGNATURES
In
accordance with the requirements of the Exchange Act, the Registrant caused
this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated:
August 9, 2006
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IsoRay,
Inc., a
Minnesota corporation |
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By: |
/s/
Roger E. Girard |
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Roger
E. Girard, CEO |
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