ISR IsoRay Inc

 

 

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: June 18, 2015

(Date of earliest event reported)

 

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

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Appointment of New Director

 

Effective June 18, 2015, the Board, on the recommendation of the Nominating Committee, appointed Michael (Mick) McCormick to the Board. Mr. McCormick will stand for re-election at the Company’s fiscal 2016 annual meeting. Mr. McCormick was appointed to serve on the Audit Committee and the Compensation Committee, and to chair the Nominations and Corporate Governance Committee.

 

Mr. McCormick, age 52, brings over 25 years of senior executive positions in global management, sales, and marketing to the Company. He is currently the CEO of Glukos, one of the fastest growing food energy products in the U.S. He also serves as a founder and partner of GO Intellectual Capital, an advisory firm specializing in medical, aviation, and financial services. GO Intellectual Capital recently provided consulting services to DJO Global, a medical device and services company, to expand its product assortment, add new channels of distribution, and market new category opportunities. Previous to his service with Glukos and GO, Mr. McCormick served as Executive Vice President of Global Sales and Marketing for Columbia Sportswear from 2006-2012, where his team successfully launched several new patented technologies, including Omni-Heat® Reflective and Omni-Freeze® Zero. During Mr. McCormick’s tenure, Columbia built an intellectual property portfolio with over 200 patents. Mr. McCormick started his career with Nike, working in several senior management roles and ultimately becoming the Director of National Sales, US, prior to his departure in 1999. He also served as Chief Marketing Officer of Golf Galaxy from 2003-2006 and Executive Vice President of Global Sales and Marketing of Callaway Golf from 2000-2003.

 

There are no arrangements or understandings between Mr. McCormick and any other person pursuant to which Mr. McCormick was selected as a director and there are no transactions in which Mr. McCormick has an interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. McCormick has been determined to be “independent” within the meaning of applicable NYSE MKT and SEC rules.

 

For his service as a director, Mr. McCormick will be entitled to the compensation the Company generally provides to its directors. Effective June 18, 2015, Mr. McCormick was granted options to purchase 25,000 shares of the Company’s common stock at the closing price of the common stock as of June 18, 2015 under the Amended and Restated 2006 Director Stock Option Plan as part of his director compensation.

 

In connection with his appointment, the Company entered into an indemnification agreement with Mr. McCormick, effective as of June 18, 2015, on substantially the same terms as the agreements previously entered into between the Company and each of its other directors. The Company has previously filed a form of indemnification agreement entered into by its officers and directors with the Company as Exhibit 10.35 to the Company’s Post-Effective Amendment No.2 to its Registration Statement on Form SB-2, as filed on October 13, 2006, which form is incorporated herein by reference.

 

On June 22, 2015, the Company issued a press release announcing Mr. McCormick’s appointment to the Board, the text of which is attached hereto as Exhibit 99.1.

 

Change in Director Compensation

 

Also on June 18, 2015, the Board, on the recommendation of the Compensation Committee, changed its compensation. The independent directors will now receive $3,000 per month for their service, and the Chair of the Audit Committee will receive an additional $1,000 per month. The per meeting fees as disclosed in the Company’s Proxy Statement filed with the SEC on January 14, 2015 have not been changed. Any employee directors will not receive any compensation for their service on the Board.

 

 

Change in Executive Officer Determination

 

Also on June 18, 2015, the Board concluded that Frederic Swindler, IsoRay Medical, Inc.’s Vice President, is no longer an executive officer of the Company. Mr. Swindler continues to be employed by the Company’s subsidiary as Vice President, but is transitioning to retirement and other employees are taking over his prior responsibilities.

 

Item 9.01. Financial Statements and Exhibits

 

(d)

Exhibits

 

Exhibit		Description
99.1		Press release issued by IsoRay, Inc., dated June 22, 2015.

 

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.

 

Dated: June 22, 2015

 

	IsoRay, Inc., a Minnesota corporation
	By:	/s/ Dwight Babcock
		Dwight Babcock, CEO

 

 

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

IsoRay Announces Appointment of New Director

 

Mick McCormick, Former EVP of Global Sales and Marketing for Columbia Sportswear, Appointed to Board

 

Richland, WA (June 22, 2015) — IsoRay Inc. (NYSE MKT: ISR), a medical technology company and innovator in seed brachytherapy and medical radioisotope applications, today announced the appointment, on June 18, 2015, of Michael (Mick) McCormick, former Executive Vice President of Global Sales and Marketing of Columbia Sportswear, to its Board of Directors.

 

Mr. McCormick will serve on the Audit and Compensation Committees of the Board, and will chair the Nominating and Corporate Governance Committee of the Board.

 

Mr. McCormick brings over 25 years of senior executive positions in global management, sales, and marketing to the Company. He is currently the CEO of Glukos, one of the fastest growing food energy products in the U.S. He also serves as a founder and partner of GO Intellectual Capital, an advisory firm specializing in medical, aviation, and financial services. GO Intellectual Capital recently provided consulting services to DJO Global, a medical device and services company, to expand its product assortment, add new channels of distribution, and market new category opportunities. Prior to his service with Glukos and GO, Mr. McCormick served as Executive Vice President of Global Sales and Marketing for Columbia Sportswear from 2006-2012, where his team successfully launched several new patented technologies, including Omni-Heat® Reflective and Omni-Freeze® Zero. During Mr. McCormick’s tenure, Columbia built an intellectual property portfolio with over 200 patents. Mr. McCormick started his career with Nike, working in several senior management roles and ultimately becoming the Director of National Sales, US, prior to his departure in 1999. He also served as Chief Marketing Officer of Golf Galaxy from 2003-2006 and Executive Vice President of Global Sales and Marketing of Callaway Golf from 2000-2003.

 

"Mick’s vision, strategy and leadership led to the introduction of many innovative best-selling products at Columbia Sportswear,” said Dwight Babcock, IsoRay’s Chairman of the Board and Chief Executive Officer. "We will deeply benefit from his sales and marketing expertise. It is difficult to find a director with both a strong background in well-known retail brands including Nike and Columbia Sportswear and a marketing background in the medical technology arena. We are excited that Mick has the experience and background to assist us in enhancing our communications and marketing strategies to get our products recognized as national and international brands by the healthcare community.”

 

 

IsoRay’s various products, including Cesium-131 seeds, sutured seeds, stranded mesh and the GliaSite^® radiation therapy system, give physicians the ability to directly place a specified dosage of radiation in areas where cancer is most likely to remain after completion of a tumor removal or by placing seeds within the prostate. The ability to precisely place a specified dose of radiation means there is less likelihood for damage to occur to healthy surrounding tissue compared to other alternative treatments. IsoRay’s cancer fighting products diminish the ability of the tumor to recur, resulting in important benefits for patients in longevity as well as quality of life.

 

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About IsoRay
IsoRay, Inc., through its subsidiary, IsoRay Medical, Inc. is the sole producer of Cesium-131 brachytherapy seeds, which are expanding brachytherapy options throughout the body. Learn more about this innovative Richland, Washington company and explore the many benefits and uses of GliaSite® and Cesium-131 by visiting www.isoray.com. Join us on Facebook/Isoray. Follow us on Twitter @Isoray.

 

Contact:

Floyd Stumpf

(954) 360-9998

Info@wwfinancial.com

 

Safe Harbor Statement

Statements in this news release about IsoRay's future expectations, including: the advantages of our products and their delivery systems, whether we will benefit from the addition of Mick McCormick to the Board, whether our products will be recognized as national or international brands by the healthcare community, and all other statements in this release, other than historical facts, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). This statement is included for the express purpose of availing IsoRay, Inc. of the protections of the safe harbor provisions of the PSLRA. It is important to note that actual results and ultimate corporate actions could differ materially from those in such forward-looking statements based on such factors as physician acceptance, training and use of IsoRay’s products, changing levels of demand for IsoRay’s current and proposed future products, IsoRay’s ability to reduce or maintain expenses while increasing sales, patient results achieved using our products in both the short and long term, success of future research and development activities, patient results achieved when Cesium-131 is used for the treatment of cancers and malignant diseases beyond prostate cancer, IsoRay’s ability to successfully manufacture, market and sell its products, IsoRay’s ability to manufacture its products in sufficient quantities to meet demand within required delivery time periods while meeting its quality control standards, the success of our sales and marketing efforts, IsoRay’s ability to enforce its intellectual property rights, changes in reimbursement rates, changes in laws and regulations applicable to our products, whether additional studies and protocols are released and support the conclusions of past studies and protocols, whether ongoing patient results with our products are favorable and in line with the conclusions of clinical studies and initial patient results, whether we, our distributors and our customers will successfully obtain and maintain all required regulatory approvals and licenses to market, sell and use our products in their various forms, continued compliance with ISO standards as audited by BSI, and other risks detailed from time to time in IsoRay's reports filed with the SEC.