ISR IsoRay Inc

Item 1.01      Entry into a Material Definitive Agreement .

On May 8, 2018, IsoRay, Inc., a Minnesota corporation (the “Company”), entered into a Sales Agreement (the “Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”).  Pursuant to the terms of the Agreement, the Company may offer and sell (the “Offering”) from time to time through Wainwright, as the Company’s sales agent, up to $8.5 million of shares of the Company’s common stock, par value $0.001 per share (the “Shares”).  Sales of the Shares, if any, may be made in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. Wainwright is not required to sell any specific number or dollar amount of Shares, but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Wainwright and the Company. Wainwright will receive from us a commission of 3.0% of the gross proceeds from the sales of Shares pursuant to the terms of the Agreement. Net proceeds from the sale of the Shares will be used for general corporate purposes. The Company has also agreed to reimburse Wainwright for certain expenses incurred in connection with the Agreement, including fees and disbursements of counsel to Wainwright in connection with entering into the transactions contemplated by the Agreement up to $50,000 and quarterly disbursements of counsel to Wainwright up to $2,500 per calendar quarter, and has provided Wainwright with customary indemnification rights.

The offering of Shares pursuant to the Agreement will terminate upon the earliest of (i) the sale of all Shares subject to the Agreement, and (ii) the termination of the Agreement by the Company or Wainwright.

The Shares will be issued pursuant to the Company’s shelf registration statement (the “Registration Statement”) on Form S-3 (File No. 333-206559) filed on August 25, 2015, as amended by Amendment No. 1 filed on October 9, 2015, and Amendment No. 2 filed on November 19, 2015, which became effective on November 23, 2015, and the prospectus supplement dated May 8, 2018.

The Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the description of the Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Gallagher & Kennedy, P.A., relating to the legality of the Shares is filed as Exhibit 5.1 hereto, and is incorporated herein by reference. The foregoing description of the Offering by the Company and the documents related thereto is qualified in its entirety by reference to such exhibits.