Item 1.01 Entry into a Material Definitive Agreement.

On November 22, 2022, Isoray, Inc. (the "Company") entered into a Promissory Note and Security Agreement (the "Note") with Viewpoint Molecular Targeting, Inc., a Delaware corporation ("Viewpoint"), pursuant to which the Company loaned the amount of $6,000,000 to Viewpoint (the "Loan").

The Note bears interest at the rate of 15% per annum, matures on December 31, 2023, and is secured by a first-priority security interest in all of Viewpoint's present and after-acquired personal property. The unpaid balance plus all accrued interest and other amounts payable under the Note may be accelerated upon an event of default thereunder. Proceeds of the Loan are to be used by Viewpoint for business expenses in accordance with a budget provided to the Company.

The above description is only a summary of the Note, does not purport to be a complete description of the Note, and is qualified in its entirety by reference to the Note, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.

The Company and Viewpoint are parties to that certain Agreement and Plan of Merger, dated as of September 27, 2022 (the "Merger Agreement"), as amended by that certain First Amendment to Agreement and Plan of Merger, dated October 21, 2022 (the "First Amendment"), pursuant to which Isoray Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company, will be merged with and into Viewpoint, with Viewpoint continuing as the surviving entity and becoming a wholly owned subsidiary of the Company. The Merger Agreement and First Amendment are more fully described in the Current Reports on Form 8-K filed by the Company on September 28, 2022, and October 24, 2022.




Item 8.01 Other Events.

Thijs Spoor, Viewpoint's Chief Executive Officer, and certain other officers and directors of Viewpoint have purchased and may purchase additional shares of common stock of the Company on the open market.

Item 9.01 Financial Statements and Exhibits.





  (d) Exhibits.



  10.1   Promissory Note and Security Agreement, dated November 22, 2022, between
       Isoray, Inc. and Viewpoint Molecular Targeting, Inc.


  104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses