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): January 15,
2010
(January
12, 2010)
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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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(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)
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Item
5.02.
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Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain
Officers
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Effective
January 31, 2010, Lori Woods, Chief Operations Officer of IsoRay, Inc. (the
“Company”), will resign from all positions held with the Company and its
subsidiaries for personal reasons. Ms. Woods has agreed to serve as a
marketing consultant for the Company for a six month period following her
resignation, to end on August 1, 2010.
On January 12, 2010, in connection with
Ms. Woods’s planned resignation, the Company and its subsidiaries (collectively
referred to herein as “IsoRay”) entered into a consulting and severance
agreement with Ms. Woods (the “Consulting Agreement”). Under the
terms of the Consulting Agreement, Ms. Woods will be entitled to receive the
following benefits: (i) cash severance payments totaling $99,000, less
appropriate withholdings, payable in equal monthly installments for a period of
six months from January 31, 2010 to July 31, 2010 (i.e., for a total of 6
monthly payments of $16,500 each), in full satisfaction of all severance payment
obligations IsoRay may have under any existing agreement or plan, including,
without limitation, the Executive Employment Agreement, dated as of January 1,
2007, between IsoRay and Ms. Woods (the “Employment Agreement”); and (ii) full
vesting as of January 31, 2010 of the options to purchase 100,000 shares of the
Company’s common stock granted to Ms. Woods on July 1, 2009, while all other
options held by Ms. Woods will terminate in accordance with the terms of the
Company’s option plans. The Consulting Agreement also includes, among
other terms, a mutual general release and covenant not to sue for past actions,
as well as continued confidentiality, non-competition, non-disparagement and
non-solicitation obligations by Ms. Woods. As part of the Consulting
Agreement, the Employment Agreement was terminated in full.
Effective January 8, 2010, Bill
Cavanagh joined the Company’s subsidiary, IsoRay Medical, Inc., as its Vice
President of Research and Development. Mr. Cavanagh will be leading
the Company’s strategy to position Cesium-131 for applications throughout the
body and to develop a pipeline of future products.
Mr.
Cavanagh has been active in brachytherapy research since his involvement in the
“Seattle” prostate brachytherapy program beginning in 1991. He has since
participated in a number of cancer-related projects, including the analysis and
publication of data from numerous research programs, the design of several
cancer-related studies, and the development and testing of a new immunologic
approach to cancer therapy. He is listed as an author on over 30
publications in the peer-reviewed literature and is the author of a U.S. patent
application detailing a novel treatment for prostate cancer. After
completing his undergraduate degree in Biology at the University of Portland
(Oregon), Mr. Cavanagh spent two years in medical school before embarking on a
career in research management.
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: January
14, 2010
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/s/
Dwight Babcock
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Dwight
Babcock, CEO
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