8-K

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 (Date of Earliest Event Reported):  July 30, 2010 (July 29, 2010)
ISORAY, INC. (Exact name of registrant as specified in its charter)
Minnesota (State or other jurisdiction of incorporation)	001-33407 (Commission File Number)	41-1458152 (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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01  Entry into a Material Definitive Agreement.

On July 29, 2010, IsoRay, Inc., a Minnesota corporation (the "Company"), entered into an amendment (the "Amendment") to the Sales Agreement (the "Agreement") between the Company and C. K. Cooper & Company, Inc. ("CKCC") dated April 22, 2010.  The purpose of the Amendment is to extend the term of the offering of shares of the Company's common stock, par value $0.001 per share (the "Shares") by CKCC as the Company's sales agent pursuant to the Agreement.  The offering of Shares pursuant to the Agreement, as amended by the Amendment, will terminate upon the earliest of (i) December 31, 2010, (ii) the sale of all Shares subject to the Agreement and (iii) the termination of the Agreement by the Company or CKCC.  The other terms of the Agreement remain in effect and have not been changed by the Amendment.  The Amendment is filed as Exhibit 10.60 to this Current Report on Form 8-K, and the description of the Amendment is qualified in its entirety by reference to such exhibit.

ITEM 9.01  Financial Statements and Exhibits.

(d) Exhibits

10.60 Amendment, dated July 29, 2010, of the Sales Agreement between IsoRay, Inc. and C. K. Cooper & Company, Inc., dated April 22, 2010

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:  July 30, 2010

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

EX-10.60

C. K. COOPER & COMPANY Our Insight, Your Growth

July 29, 2010

Mr. Dwight Babcock

IsoRay, Inc.

350 Hills Street, Suite 106

Richland, WA 99354

RE: Amendment of Sales Agreement, Dated April 22, 2010

Dear Mr. Babcock:

Reference is hereby made to that certain Sales Agreement between us, dated as of April 22, 2010 (the "Sales Agreement"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree that the Sales Agreement shall be amended as follows:

1. Section 11(d) of the Sales Agreement is hereby amended in its entirety to read as follows: "Unless earlier terminated pursuant to this Section 11, this Agreement shall automatically terminate upon the first to occur of (i) December 31, 2010, and (ii) the issuance and sale of the Maximum Amount of Shares through CKCC pursuant to this Agreement."

This letter shall be construed in connection with and as part of the Sales Agreement, and all terms, conditions, and covenants set forth in the Sales Agreement and each other instrument or agreement referred to therein, as applicable, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

This letter may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

18300 Von Karman Ave., Suite 700, Irvine, California 92612

TEL: 949 477-9300  FAX: 949 477-9211 TOLL-FREE: 888 477-9301  administration@ckcooper.com

To acknowledge your acceptance of the terms of this letter, please so indicate in the space provided below.

Sincerely,

C. K. Cooper & Company, Inc.

/s/ Alexander G. Montano

Alexander G. Montano

Managing Director

Accepted and agreed as of the date first above written:

IsoRay, Inc.

/s/ Dwight Babcock

Dwight Babcock

Chief Executive Officer