Item 1.01 Entry into a Material Definitive Agreement.
The disclosure included in Items 2.01 and 5.02 of this Current Report on Form
8-K is incorporated herein by reference.
Item 1.02 Termination of Material Definitive Agreement.
As discussed in Item 5.02 below, Lori A. Woods resigned as Chief Executive
Officer of Isoray, Inc. (the "Company" or "Isoray") effective February 3, 2023.
Following her resignation, the Company and Ms. Woods entered into the Separation
Agreement disclosed in Item 5.02 below, whereby Ms. Woods will receive the
severance payments and other benefits described below, subject to meeting the
terms thereof. Ms. Woods remains subject to non-solicitation, non-disparagement,
and confidentiality obligations.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Viewpoint Transaction
On February 3, 2023 (the "Closing Date"), the Company completed the merger (the
"Closing") of Isoray Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of the Company ("Merger Sub"), with Viewpoint Molecular Targeting,
Inc. ("Viewpoint") (such transaction being the "Merger"). Viewpoint is an
alpha-particle radiopharmaceutical company in the alphaemitter market developing
oncology therapeutics and complementary imaging agents.
As previously disclosed, on September 27, 2022, the Company entered into an
Agreement and Plan of Merger (the "Merger Agreement") by and among the Company,
Merger Sub, Viewpoint, and Cameron Gray, as the representative of the Owners (as
defined therein), as amended by the First Amendment to Agreement and Plan of
Merger entered into by the parties on October 21, 2022 (the "Amendment"). The
Merger Agreement provides that, subject to the terms and conditions set forth
therein, Merger Sub will merge with and into Viewpoint, with Viewpoint
continuing as the surviving corporation as a wholly-owned subsidiary of Isoray.
In connection with the Closing, at the effective time of the Merger, each issued
and outstanding share of common stock of Viewpoint was converted into the right
to receive (i) 3.1642 (the "Exchange Ratio") shares of Isoray common stock,
rounded to the nearest whole share (the Exchange Shares"), (ii) any cash in lieu
of fractional shares of Isoray common stock payable pursuant to the Merger
Agreement, and (iii) any dividends or other distributions to which the holder
thereof became entitled to upon the surrender of such shares of Viewpoint common
stock. Other than as set forth in (ii) in the preceding sentence, no cash
consideration was paid in connection with the Merger. In accordance with the
foregoing and in connection with the Closing, the Company issued 136,545,075
shares of common stock, representing approximately 49% of the fully-diluted
outstanding capital stock of the Company, to the stockholders of Viewpoint
immediately prior to the Closing, with 10% of those shares being held in escrow
by U.S. Bank National Association ("U.S. Bank") for the twelve-month period
following the Closing pursuant to the terms of the Merger Agreement and an
escrow agreement entered into among the Company, U.S. Bank and Cameron Gray. In
accordance with the Merger Agreement, the Exchange Ratio was adjusted down from
the original Exchange Ratio of 3.3212 previously disclosed.
Additionally, at the effective time of the Merger, each option to acquire shares
of Viewpoint common stock that was outstanding under any Viewpoint equity
incentive plan immediately prior to the effective time, whether or not vested or
exercisable, converted into an option to acquire shares of Isoray common stock,
subject to the same terms and conditions as applied to the Viewpoint stock
option, with the exception of the options of the directors of Viewpoint
immediately prior to the Closing for whom the expiration date of such options
was modified to the same expiration date of the options held by the current
officers of the Company. Each Viewpoint stock option converted into an option to
acquire that number of whole shares of Isoray common stock (rounded down to the
nearest whole share) equal to the product of the number of shares of Viewpoint
common stock subject to the stock option and the Exchange Ratio, at an exercise
price per share of Isoray common stock (rounded up to the nearest whole cent)
equal to the quotient obtained by dividing the exercise price per share of
Viewpoint common stock of such stock option by the Exchange Ratio; provided that
the exercise price and the number of shares of Isoray common stock subject to
the option shall be determined in a manner consistent with the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and,
in the case of Viewpoint stock options that were intended to qualify as
incentive stock options within the meaning of Section 422 of the Code,
consistent with the requirements of Section 424(a) of the Code.
The foregoing descriptions of the Merger Agreement and the Amendment do not
purport to be complete and are qualified in their entirety by reference to the
full text of the Merger Agreement and the Amendment, which are included as
Exhibit 2.1 and Exhibit 2.2, respectively, to this Current Report on Form 8-K
and incorporated herein by reference.
Registration Rights and Lock-Up Agreement
In connection with the Merger Agreement, on January 31, 2023, the Company
entered into a Registration Rights and Lock-Up Agreement with each of the
stockholders of Viewpoint (the "Registration Rights Agreement"). Pursuant to the
. . .
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure included in Item 2.01 above is incorporated herein by reference.
The Exchange Shares issued in connection with the Merger were not registered
under the Securities Act of 1933, as amended, in accordance with Section 4(a)(2)
and Regulation D, Rule 506 thereunder, as transactions by an issuer not
involving a public offering.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 31, 2023, Alan Hoffmann and Dr. Philip Vitale each gave notice of
their resignation from the Board of Directors of the Company (the "Board"),
effective upon the Closing. On February 1, 2023, and effective upon the Closing,
Lori A. Woods gave notice of her resignation as the Chief Executive Officer of
the Company. On February 2, 2023, Michael McCormick gave notice of his
resignation as Chairman of the Board effective upon the Closing.
Also in connection with and effective upon the Closing, the Board appointed: (i)
Johan (Thijs) Spoor as Chief Executive Officer and a director of the Company,
(ii) Lori A. Woods as Chairperson of the Board, (iii) Robert Froman Williamson,
III as a director of the Company, and (iv) Dr. Frank Morich as a director of the
Company. Michael McCormick remained as a director of the Company. Jonathan Hunt
will remain as CFO of the Company.
Johan (Thijs) Spoor, age 50 - Thijs Spoor, MBA, was the Chief Executive Officer
of Viewpoint until the Closing. Mr. Spoor is an established leader with nearly
30 years of combined executive, broad management, and capital markets expertise
across healthcare and medical device industries. Prior to joining Viewpoint, Mr.
Spoor served as the President and CEO of KBP Biosciences, a global,
clinical-stage biotechnology company focused on discovering, developing, and
commercializing innovative small-molecule therapeutics for the treatment of
serious cardiorenal and infectious diseases. While at KBP Biosciences, Mr. Spoor
led all operations for major fund-raising and IPO readiness, and drove the
company's small molecule clinical development programs, including toxicology,
clinical pharmacology, Phase 2 studies, and discussions with regulators. Prior
to that, Mr. Spoor served as the President and CEO of AzurRx BioPharma, where he
led its NASDAQ IPO, completion of animal studies, regulatory approvals, and
multiple Phase 2 studies. Mr. Spoor also served as the President and CEO of
FluoroPharma Medical, which he took public, as well as a Health and Life
Sciences strategy consultant to Fortune 500 companies at Oliver Wyman. Mr. Spoor
worked on Wall Street as an equity research analyst at JP Morgan and Credit
Suisse where he covered biotechnology stocks and medical device companies. He
started his career with a formal training in nuclear pharmacy which led to
increasing commercial leadership roles in the imaging business at GE Healthcare
(Amersham) in cardiology and oncology. Mr. Spoor also serves on the board of
directors of Verifi Water, Inc. Mr. Spoor holds a Pharmacy degree from the
University of Toronto and an MBA from Columbia Business School.
Robert Froman Williamson, III, age 57 - Robert F. Williamson, III has been
active in building biotechnology and related technology companies for over two
decades. Beginning in September, 2022, Mr. Williamson has served as President
and CBO of Triumvira Immunologicals, a cell therapy company, and beginning in
March, 2022, as a senior adviser to SyntheX, a protein interaction and degrader
company. From February to September, 2022, he was the CBO/CFO of OncoMyx, an
oncolytic virus company, and from 2020 to 2021 was CEO of BioTheryX, a protein
degradation therapeutics company, raising a $100M crossover round and preparing
the company for an IPO. Prior to that, Mr. Williamson served as CEO of PharmAkea
from 2013 to 2019, and of ATXCo in 2019, both oncology and fibrosis companies
financed through a partnership with Celgene, until PharmAkea's acquisition by
Galecto and ATXCo's acquisition by Blade Therapeutics, both in 2019. Previously,
Mr. Williamson was Executive Chairman and founder of Strategic Enzyme
Applications, CEO of Arriva Pharmaceuticals, President and COO of Eos
Biotechnology, which he sold to Protein Design Labs, and COO of DoubleTwist,
Inc. through its acquisition by Merck and Hitachi. Mr. Williamson also serves on
the Coulter Oversight Board for University of Miami, Florida, is a qualified
financial expert and has chaired both Compensation and Audit Committees.
Notably, Mr. Williamson served as an early Director of Pharmasset, Inc., where
he helped finance, grow, and advance the company into the public markets and
through its acquisition by Gilead in 2011 for $11 billion. Earlier, Mr.
Williamson was a partner with The Boston Consulting Group and a research
assistant for the Federal Reserve Board. Mr. Williamson received a BA in
economics from Pomona College and an MBA from Stanford University.
--------------------------------------------------------------------------------
Dr. Frank Morich, age 69 - Dr. Frank Morich is a biopharmaceutical professional
with more than 35 years of industry experience. Dr. Morich served on the board
of directors of Viewpoint from February 2021 until the Closing. He has also
served on the board of directors of CUE-Biopharma, located in Boston,
Massachusetts, a company working on protein therapeutics with applications in
immunooncology, autoimmunity, and potentially antiviral applications since
August 2018, and as its chairman since April 2021. Dr. Morich serves as
Executive Chairman of Aphaia Pharma, located in Zug, Switzerland, a
clinical-stage biopharmaceutical company working to treat and prevent metabolic
disorders such as obesity and diabetes, a position he has held since June 2022.
Dr. Morich served on the board of directors for MorphoSys from 2015 to 2021, and
for Innate Pharma from 2004-2010, both clinical-stage biotechnology companies
specializing in antibody development. Prior to focusing on board work, Dr.
Morich was Chief Commercial Officer at Takeda Pharmaceuticals, a global
pharmaceutical company, from 2011 to 2014, and as its Executive Vice President,
. . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 31, 2023, the Board approved a change in the fiscal year end of the
Company from June 30 to December 31. The Company's fiscal year will now be the
calendar year pursuant to such change.
The Company will file a transition report on Form 10-KT covering the transition
period from July 1, 2022, to December 31, 2022.
Item 7.01 Regulation FD Disclosure
On February 6, 2023, the Company issued a press release announcing the Closing.
The press release is attached to this Current Report on Form 8-K as Exhibit 99.1
and is incorporated herein by reference.
The information furnished in this Item 7.01 shall not be deemed "filed" for
purposes of the Securities Exchange Act of 1934, as amended (the "1934 Act"),
and shall not be deemed incorporated by reference in any filing with the
Securities and Exchange Commission, whether or not filed under the Securities
Act of 1933, as amended, or the 1934 Act, regardless of any general
incorporation language in such document.
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Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The Company will file the financial statements required by this Item no
later than April 21, 2023.
(b) Pro Forma Financial Information
The Company will file the financial information required by this Item no
later than April 21, 2023.
(d) Exhibits.
2.1* Agreement and Plan of Merger, dated September 27, 2022 (incorporated by
reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed
with the SEC on September 28, 2022).
2.2 First Amendment to Agreement and Plan of Merger, dated October 21, 2022
(incorporated by reference to Exhibit 2.1 to the Company's Current Report
on Form 8-K filed with the SEC on October 24, 2022).
10.1* Form of Registration Rights and Lock-Up Agreement dated as of January
31, 2023.
10.2 Separation Agreement between Isoray Inc. and Lori A. Woods, dated
February 3, 2023.
99.1 Press Release dated February 6, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain schedules and exhibits have been omitted pursuant to Items 601(a)(5)
and 601(b)(2) of Regulation S-K. The Company will furnish supplementally a
copy of any omitted schedule or exhibit to the Securities and Exchange
Commission upon request. The Company may request confidential treatment
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for
any schedules or exhibits so furnished.
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