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Minnesota
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41-1458152
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(State
or other jurisdiction
of
incorporation or organization)
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(I.R.S.
Employer
Identification
No.)
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Title
of each class of
securities
to be registered
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Amount to be
Registered (1)
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Proposed
maximum
offering price
per
share (1)
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Proposed
maximum
aggregate
offering price (1) (4)
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Amount
of
registration
fee
(5)
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Common
Stock ($0.001 par value)
(2)
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Warrants
(3)
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Total
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$
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652,500
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$
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70
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(6)
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(1)
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Pursuant
to General Instruction II.D of Form S-3, the table lists each class
of
securities being registered and the aggregate proceeds to be raised
in the
offering, but does not specify by each class information as to the
amount
to be registered, the proposed maximum offering price per unit or
the
proposed maximum aggregate offering price. Any securities registered
hereunder for the offering may be sold separately or as units with
other
securities registered hereunder for the offering. In no event will
the
aggregate offering price of all securities issued from time to time
in the
offering pursuant to this registration statement exceed $652,500,
inclusive of any exercise price thereof. Pursuant to Rule 416(a)
under the
Securities Act, the shares being registered hereunder also include
such
indeterminate number of shares of our common stock as may be issued
from
time to time with respect to the shares being registered hereunder
as a
result of stock splits, stock dividends or similar transactions.
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(2)
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Subject
to note 1 above, there is being registered hereunder an indeterminate
number of shares of our common stock as may from time to time be
sold
hereunder. In addition, pursuant to Rule 457(i) under the Securities
Act,
the shares being registered hereunder include an indeterminate number
of
shares of our common stock as may be issued from time to time upon
conversion, exercise or exchange of the securities issued directly
hereunder. No separate consideration will be received for any shares
of
our common stock so issued upon conversion or exchange.
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(3)
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Subject
to note 1 above, there is being registered hereunder an indeterminate
number of shares of common stock issuable upon the exercise of warrants
to
purchase shares of our common stock.
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(4)
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The
proposed maximum aggregate offering price has been estimated solely
for
the purpose of calculating the registration fee pursuant to
Rule 457(o) under the Securities Act.
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(5)
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The
registration fee has been calculated pursuant to Rule 457(o) under
the Securities Act on the basis of the maximum aggregate offering
price of
the securities listed.
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(6)
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The
Registrant previously registered an aggregate $20,000,000 of its
common
stock and warrants on a Registration Statement on Form S-3 (File
No.
333-140246), for which a filing fee of $2,140 was previously
paid.
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Exhibit
Number
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Description
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5.1
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Opinion
of Keller Rohrback, PLC
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23.1
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Consent
of Keller Rohrback, PLC (included in its opinion filed as Exhibit
5.1
hereto).
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23.2
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Consent
of DeCoria, Maichel & Teague, P.S., independent registered public
accounting firm.
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ISORAY,
INC.
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| By: |
/s/
Roger E. Girard
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Chief
Executive Officer
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Signature
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Title
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Date
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/s/
Roger E. Girard
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President,
Chief Executive Officer and
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Roger
E. Girard
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Chairman
of the Board of Directors
(Principal
Executive Officer)
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April
3, 2007
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/s/
Jonathan Hunt
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Chief
Financial Officer
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April
3, 2007
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Jonathan
Hunt
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(Principal Financial and Accounting Officer)
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/s/
Stephen
R. Boatwright
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Director
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April
3, 2007
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Stephen
R. Boatwright
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/s/
Thomas
LaVoy
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Director
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April
3, 2007
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Thomas
LaVoy
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/s/
Robert
R. Kauffman
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Director
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April
3, 2007
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Robert
R. Kauffman
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/s/
Dwight
Babcock
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Director
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April
3, 2007
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Dwight
Babcock
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/s/
Albert
Smith
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Director
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April
3, 2007
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Albert
Smith
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/s/
David
J. Swanberg
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Director
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April
3, 2007
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David
J. Swanberg
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