TABLE OF CONTENTS

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Our Board of Directors (the "Board") currently consists of five members. Information concerning our executive officers and members of our Board as of  April 30, 2026 is set forth below.

Directors

Christopher Grosso has served as a director since April 2002 and as the Chairman of the Board since July 2017. Mr. Grosso has been a partner of Kershner Grosso, Inc. (“Kershner Grosso”), a New York-based money management firm, since 1998, where he currently leads the firm’s investment research, stock selection and trading activities. Mr. Grosso was also a member of RadQual, LLC (“RadQual”), a global supplier of molecular imaging quality control devices, until its sale to the Company in July 2021. From 1989 to 1998, Mr. Grosso was a Senior Research Analyst and Portfolio Manager with Kershner Grosso. Prior to joining Kershner Grosso, Mr. Grosso was with Howe and Rusling Investment Management and Chase Manhattan Bank. Mr. Grosso received a B.S. in Business Administration from Skidmore College. Mr. Grosso’s significant financial expertise, including extensive experience with capital markets, investment banking and venture capital transactions, provides invaluable expertise to our Board in matters regarding our capital requirements and strategic direction.

Dr. Robert Atcher has served as a director since August 2017. Dr. Atcher retired in 2017 from the Los Alamos National Laboratory, a national nuclear laboratory for the U.S. Department of Energy, where, for over 20 years, he worked on various medical applications for isotopes. Dr. Atcher also retired as the UNM/LANL Professor of Pharmacy in the College of Pharmacy at University of New Mexico in 2018. From 2016 to 2018, Dr. Atcher served as President of the Education and Research Foundation for the Society of Nuclear Medicine and Molecular Imaging, a nonprofit foundation to support research and training for professionals in the field, and he is a past president and fellow of the Society of Nuclear Medicine and Molecular Imaging. He is also a Fellow of the American Institute of Chemistry. Dr. Atcher graduated from Washington University in St. Louis with a degree in Chemistry, received his Ph.D. in Nuclear Chemistry from the University of Rochester, and his postdoctoral training was done at Harvard Medical School in Boston, Massachusetts. He also received an M.B.A. from the University of New Mexico. Dr. Atcher is a radiopharmaceutical chemist who has focused his work on the diagnosis and treatment of cancer and heart disease. Dr. Atcher’s significant expertise in nuclear medicine provides invaluable expertise to our Board in matters regarding our operations and strategic direction.

Steve T. Laflin has served as a director since June 2001. From August 2001 to September 2023, Mr. Laflin served as our President and Chief Executive Officer. Since September 2023, Mr. Laflin has served as a consultant to the Company. Mr. Laflin was also a member of RadQual until its sale to the Company in July 2021. From 1996 to 2001, he served as President and General Manager of International Isotopes Idaho Inc., one of our subsidiaries. Mr. Laflin received a B.S. in Physics from Idaho State University and has been employed in various senior engineering and management positions in the nuclear industry since 1992. In addition to his institutional knowledge from his long tenure of service to us and his position as an executive officer, Mr. Laflin’s significant engineering and management background in the nuclear industry is invaluable to the Board.

Dr. Duke W. Fu has served as a director since October 2025. Dr. Fu is a seasoned pharmaceutical executive and Board-Certified Nuclear Pharmacist with over two decades of experience in nuclear medicine, radiopharmaceutical operations, and GMP-compliant manufacturing. Dr. Fu holds a Doctor of Pharmacy and a Master of Business Administration from The University of New Mexico and has a Post Doctorate Specialization as a Board-Certified Nuclear Pharmacist from Purdue University. Since 2015, Dr. Fu has served as the chief executive officer of Green Therapeutics and acted as interim chief executive officer and chief operating officer of Australis Capital from 2020 to 2022. Prior to this, Dr. Fu was a managing partner at Cardinal Health overseeing nuclear pharmaceutical manufacturing and commercial development of novel nuclear imaging and therapeutic agents and was a managing partner at Biotech Pharmacy, where he focused on managing compounding and dispensing of radioactive medicine and overseeing extensive regulatory compliance matters, until Biotech Pharmacy was acquired by Cardinal Health.

Shahe Bagerdjian has served as our President since April 2023 and as our Chief Executive Officer since September 2023. Previously, Mr. Bagerdjian held various positions at Global Medical Solutions (GMS), a leading manufacturer and provider of radiopharmaceuticals and diagnostic imaging products for applications in nuclear medicine, from March 2012 to April 2023, most recently as Senior Vice President - Operations & Business Development. During his time at GMS, Mr. Bagerdjian was responsible for implementing the short- and long- term strategy for the business as well as the day-to-day operations and other functions, including sales, engineering, quality, regulatory, compliance, logistics, finance, legal and human resources. Mr. Bagerdjian also serves as the Vice Chairman of the Board of Directors of The Council on Radionuclides and Radiopharmaceuticals, Inc. (CORAR) since January 2025, and as an Independent Director of RPT Labworks since April 2026. Mr. Bagerdjian received Bachelor of Science degrees in Business Law and Finance from California State University, Northridge. In addition to his knowledge and experience from his service as our President and Chief Executive Officer, Mr. Bagerdjian’s significant background in the nuclear medicine industry is invaluable to the Board.

Executive Officers and Key Employee

Shahe Bagerdjian. Mr. Bagerdjian’s biographical information is set forth above under the heading “Directors.”

W. Matthew Cox has served as our Chief Financial Officer and Secretary since September 2019. Previously, Mr. Cox served as our Controller from April 2019 until September 2019. Prior to this role, Mr. Cox served as Controller for DL Beck Inc., a commercial general contractor, from August 2016 to March 2019, and as a Ranch Analyst for Riverbend Ranch, a large, registered Angus cattle ranch, from December 2013 to August 2016. From October 2008 to December 2013, Mr. Cox served in various accounting roles for Kingston Companies, a privately held conglomerate of companies in the agriculture, trucking, and real estate development businesses, and John & John PLLC, a public accounting firm. Mr. Cox received a Bachelor of Science degree in accounting from Brigham Young University – Idaho and an MBA from the University of Illinois - Urbana Champaign. Mr. Cox is a Certified Public Accountant licensed in the State of Idaho.

John Miller has served as our Radiation Safety and Regulatory Officer since 2001. Mr. Miller is a Certified Health Physicist accredited by the American Board of Health Physics. He holds a Bachelor of Science in Radiation Protection from Thomas Edison University and a Master of Science in Environmental Engineering from The University of Alabama. Mr. Miller is also a veteran of the United States Navy, serving from 1986 to 1994 in the Naval Nuclear Propulsion Program.

Family Relationships

There are no family relationships among any of our directors and executive officers.

Corporate Governance

Code of Ethics

We have adopted a Code of Ethics for our principal executive officer, principal financial officer, principal accounting officer or controller, and directors. The Code of Ethics is available under the Investor Center of our website at www.radnostix.com. We intend to disclose any changes in or waivers from the Code of Ethics that are required to be disclosed by posting such information on our website.

Audit Committee

The Board has a separately-designated standing Audit Committee. The Audit Committee operates under a written charter adopted by the Board, which is available in the Investor Center section of our website at www.radnostix.com.

The Audit Committee assists the Board in overseeing the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent registered public accounting firm’s qualifications and independence, and the performance of any internal audit function and our independent registered public accounting firm. The Audit Committee is comprised of three members, Christopher Grosso, Dr. Robert Atcher, and Dr. Duke Fu, with Mr. Grosso serving as the chairman. Each of Mr. Grosso, Dr. Atcher, and Mr. Fu is an “independent” director for audit committee service under Nasdaq listing rules and applicable SEC rules and regulations. The Board has determined that each of Mr. Grosso, Dr. Atcher, and Mr. Fu are “audit committee financial experts” based on their prior experience as disclosed in their respective biographies above.

The Audit Committee is directly responsible for the appointment, compensation, and oversight of our independent registered public accounting firm, and our independent registered public accounting firm reports directly to the Audit Committee. The responsibility of the Audit Committee includes resolving disagreements between our management and the independent registered public accounting firm related to financial reporting. The Audit Committee is also responsible for establishing procedures for receipt of complaints relating to accounting, internal control, and auditing and confidential, anonymous information submitted by employees relating to questionable accounting or auditing matters. The Audit Committee has the authority to employ independent counsel and other advisors in connection with its duties.

Compensation Committee

The Board of Directors has established a Compensation Committee. The Compensation Committee is responsible for, among other things, reviewing and approving the compensation of our executive officers, administering our equity incentive plans, and reviewing and approving employment and severance arrangements for our executive officers.

During the fiscal year ended December 31, 2025, the Compensation Committee was comprised of Christopher Gross and Robert Atcher. The Board has determined that each member of the Compensation Committee is independent within the meaning of the applicable independence standards of Nasdaq listing rules and applicable SEC rules and regulations.

The Compensation Committee operates pursuant to a written charter adopted by the Board of Directors.

Nominating and Corporate Governance Committee

The Board of Directors has established a Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for, among other things, identifying individuals qualified to become members of the Board of Directors, recommending director nominees for election or appointment, and developing and recommending corporate governance principles applicable to the Company.

During the fiscal year ended December 31, 2025, the Nominating and Corporate Governance Committee was comprised of Christopher Gross and Robert Atcher. The Board has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the applicable independence standards of Nasdaq listing rules and applicable SEC rules and regulations.

The Nominating and Corporate Governance Committee operates pursuant to a written charter adopted by the Board of Directors.

Insider Trading Arrangements and Policies

The Board has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities, and the securities of publicly traded companies with whom we have a business relationship, by our directors, officers, employees and consultants that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. To our knowledge, based solely on a review of the copies of such reports filed with the SEC and written representations furnished to us that no other reports were required, we believe that all reports of our officers, directors and persons who beneficially own more than 10% of our common stock required under Section 16(a) were timely filed during the year ended December 31, 2025, except for one Form 4 for Chris Grosso related to shares issued in lieu of cash at the option of the holder for dividend payable on February 17, 2025.

Item 11. Executive Compensation

Summary Compensation Table

The following table provides information concerning the compensation of our named executive officers for the fiscal years ended December 31, 2025 and 2024.

Narrative Disclosure to Summary Compensation Table

Shahe Bagerdjian Employment Agreement.  In October 2025, we entered into an Executive Employment Agreement, (the “Bagerdjian Employment Agreement”) with Mr. Bagerdjian to originally serve as consultant to the Company, then later as our President and Chief Executive Officer, subject to Board appointment and approval. Pursuant to the Bagerdjian Employment Agreement, Mr. Bagerdjian will initially be paid a base salary of $314,000 as of July 18, 2025 with 5% automatic annual increases to his base salary over a 5-year term (which 5% increases shall include any milestone salary increases to his base salary based on meeting certain revenue targets described below). He is also eligible to receive additional $50,000 increases to his annual base salary based on the Company’s performance as measured by quarterly revenue metrics (provided that the Company’s quarterly revenue excludes one-time other income items, such as the sale of certain assets) when quarterly revenue hits each of the following: $3.75 million; $6.25 million; $12.5 million; $18.75 million; and $25 million. He is also eligible to receive an annual performance bonus each year targeted payable in cash for each fiscal year within the Term of Employment, in an amount at the discretion of the BOD as determined by the Key Performance Indicators (“KPIs”) agreed to by the Executive and the Board annually. As part of the Employment Agreement, Mr. Bagerdjian was awarded 37,500,000 restricted stock units (“RSUs”), which shall vest upon (i) the Company’s share price being at or above the following levels for 60 consecutive calendar days (“Trigger Date”) and (ii) the earlier of (x) the Company having at least three times the necessary tax withholding amount in available cash or (y) six months following the Trigger Date, vesting as follows: 2,500,000 RSUs will vest at a share price of $0.10; 5,000,000 RSUs will vest at a share price of $0.15; 7,500,000 RSUs will vest at a share price of $0.20; 10,000,000 RSUs will vest at a share price of $0.25; and 12,500,000 RSUs will vest at a share price of $0.30. Mr. Bagerdjian was previously awarded a special equity incentive grant of 6,500,000 RSUs, of which 3,500,000 RSUs have vested, and the remaining 3,000,000 RSUs will vest on April 17, 2026, in accordance with the terms originally granted. In the event Mr. Bagerdjian is terminated by the Company without cause, all unvested RSUs at such time will immediately vest as of the termination date, and if Mr. Bagerdjian is serving in good standing and there is a “change of control” (as defined in the respective RSU award agreements), all unvested RSUs will vest immediately prior to said change of control.Mr. Bagerdjian is also subject to confidentiality, non-compete, nonsolicitation and non-disparagement provisions under his employment agreement.

Upon his termination of employment with the Company for any reason, the Company shall pay Mr. Bagerdjian all accrued and unpaid base salary and benefits through the date of termination In addition, in the event of termination without “Cause” (as defined in the Bagerdjian Employment Agreement), subject to the execution of a severance agreement and general release of claims, Mr. Bagerdjian will be entitled to a severance package consisting of (a) the greater of (i) his current annual base salary for six (6) months following termination or (ii) the amount that would be provided by the severance guidelines that are prevailing at the time of termination, (b) a pro-rata portion of the current year’s bonus, and (c) accelerated vesting of any outstanding RSUs granted to the Mr. Bagerdjian.

2025 Equity Grants. 

There were no additional equity grants to executive officers in 2025.

2025 Outstanding Equity Awards at Fiscal Year-End

The following table provides information regarding the number and estimated value of outstanding stock awards held by each of our named executive officers as of December 31, 2025.

Termination and Change in Control Arrangements

Under our Amended and Restated 2015 Incentive Plan (the “2015 Plan”), to maintain all of the participants’ rights in the event of (i) a merger or consolidation where we are not the surviving company; (ii) the dissolution of the Company; or (iii) a transfer of all or substantially all of our assets, any outstanding options will become fully exercisable and vested to the full extent of the original grant and the plan administrator can provide a cash-out for awards in connection with the transaction. If any of these above events had occurred on December 31, 2025, based on the last reported bid price of $0.06 per share of our common stock as reported on the OTCQB on December 31, 2025, Mr. Cox would not have been entitled to receive any cash-out for unvested option awards. Mr. Bagerdjian would have been entitled to receive $180,000 for cash-out for unvested RSUs.

As described above, Mr. Bagerdjian is also entitled to certain payments upon the occurrence of certain events under his Employment Agreement. Upon his termination of employment with the Company for any reason, the Company shall pay Mr. Bagerdjian all accrued and unpaid base salary and benefits through the date of  termination In addition, in the event of termination without “Cause” (as defined in the Bagerdjian Employment Agreement), subject to the execution of a severance agreement and general release of claims, Mr. Bagerdjian will be entitled to a severance package consisting of (a) the greater of (i) his current annual base salary for six (6) months following termination or (ii) the amount that would be provided by the severance guidelines that are prevailing at the time of termination, (b) a pro-rata portion of the current year’s bonus, and (c) accelerated vesting of any outstanding RSUs granted to the Mr. Bagerdjian. In addition, upon a “change in ownership,” any outstanding RSUs due to Mr. Bagerdjian will vest immediately prior of such change of ownership. A change of ownership means, but is not limited to, the occurrence of one of the following: the sale, lease or disposition of 50% or more of any interest or assets in the Company or the merger into or with any other entity.

The following table quantifies the post-employment and “change of ownership” payments to Mr. Bagerdjian for the specified trigger events. All calculations assume that the termination of employment occurred on December 31, 2025.

2025 Director Compensation

The following table sets forth information regarding compensation for each of our non-employee directors for the year ended December 31, 2025. We generally do not pay our non-employee directors retainer fees or other fees for service related to the Board or its committees. Equity awards may be granted to the members of the Board from time to time under our equity compensation plans. We also reimburse our non-employee directors for their costs associated with attending Board and committee meetings.

In connection with their appointment, Mr. Grosso, Mr. Atcher, Mr. Laflin, and Mr. Fu entered into a Board of Directors Compensation Agreement which entitles them to either 500,000 options or 250,000 RSUs, each of which will vest on the one-year anniversary of the previous annual shareholders' meeting on July 11, 2025. For the term beginning July 11, 2025, these options and RSUs will be granted prior to next annual shareholders' meeting on July 18, 2026. 

The members of the Board did not receive any other compensation in the year ended December 31, 2025.

Mr. Bagerdjian does not receive any additional compensation for his service as a director. See “2025 Summary Compensation Table” above for the compensation earned by Mr. Bagerdjian.

As of December 31, 2025, the aggregate number of shares of common stock underlying outstanding stock option awards (for Mr. Grosso and Mr. Laflin) and RSUs (for Dr. Atcher) was as follows: Mr. Grosso - 5,500,000 shares; Dr. Atcher - 2,000,000 shares; and Mr. Laflin – 6,000,000 shares.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information known to us regarding the beneficial ownership of our common stock as of April 28, 2026 by:

The number of shares beneficially owned by each entity or person is determined under the SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares that the individual has the right to acquire within 60 days of April 28, 2026 through the exercise of any stock option or other right. For purposes of calculating each person’s or group’s percentage ownership, shares that the person or group has the right to acquire within 60 days of April 28, 2026 through the exercise of any stock option or other right are included as outstanding and beneficially owned for that person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group. Except as otherwise indicated, each person named in the tables below has sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by such person.

Unless otherwise indicated, the address for all persons named below is c/o International Isotopes Inc., 4137 Commerce Circle, Idaho Falls, Idaho 83401.

Equity Compensation Plan Information

We currently maintain two equity compensation plans that provide for the issuance of our common stock to officers and other employees, directors and consultants: our Amended and Restated Employee Stock Purchase Plan (ESPP) and our 2015 Plan. Each of our equity compensation plans were previously approved by our shareholders. The following table sets forth information regarding outstanding options and shares reserved for future issuance under the foregoing plans as of December 31, 2025:

Item 13. Certain Relationships and Related Transactions, and Director Independence

The following is a description of transactions to which we were a party since January 1, 2025 in which the amount involved exceeded or will exceed $120,000, and in which any of our executive officers, directors or holders of more than 5% of any class of our voting securities, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

Related Person Transactions

2018 Promissory Note

In April 2018, we borrowed $120,000 from our then Chief Executive Officer and Chairman of the Board pursuant to a promissory note (the 2018 Promissory Note). The 2018 Promissory Note is secured and accrues interest at 6% per annum, which is payable upon maturity of the 2018 Promissory Note. At any time, the holders of the 2018 Promissory Note may elect to have any or all of the principal and accrued interest settled with shares of our common stock based on the average price of the shares over the previous 20 trading days. The 2018 Promissory Note was originally due August 1, 2018. Pursuit to six modifications within the period of June 2018 and December 2023, the 2018 Promissory Note was modified to extend the maturity date to January 31, 2025, with all remaining terms unchanged. In February 2024, the 2018 Promissory Note was modified to (i) extend the maturity date to March 31, 2026, (ii) remove the security provision to allow for the DUF6 Asset Sale, (iii) if reasonably possible, to reinstate a security provision against our sodium iodide ANDA and iodine-131 Processing Hot Cell, and (iv) to reinstate all security interests if the DUF6 Asset Sale does not close by March 31, 2026, with all remaining terms unchanged. To date, we have not yet removed the security interests against any of our assets related to this note. In August 2025, the 2018 Promissory Note was modified again to extend the maturity date to March 31, 2028, with all remaining terms unchanged. At December 31, 2025, accrued interest on the 2018 Promissory Note totaled $55,370.

2019 Promissory Note

In December 2019, we entered into a promissory note agreement with our then Chief Executive Officer, Chairman of the Board, former Chairman of the Board, and one of our major shareholders (the 2019 Promissory Note). The 2019 Promissory Note bears an interest rate of 4% annually and was originally due December 31, 2022. According to the terms of the 2019 Promissory Note, at any time, the lenders may settle any or all of the principal and accrued interest with shares of the Company’s common stock based on the average closing price of the Company’s common stock for the 20 days preceding the payment. In December 2022, the 2019 Promissory Note was modified to extend the maturity date to December 31, 2024, with all remaining terms unchanged. In February 2024, the 2019 Promissory Note was modified to (i) extend the maturity date to March 31, 2026, (ii) remove the security provision to allow for the DUF6 Asset Sale, (iii) if reasonably possible, to reinstate a security provision against our sodium iodide ANDA and Iodine-131 Processing Hot Cell, and (iv) to reinstate all security interests if the DUF6 Asset Sale does not close by March 31, 2026, with all remaining terms unchanged. To date, we have not yet removed the security interests against any of our assets related to this note. In August 2025, the 2019 Promissory Note was modified again to extend the maturity date to March 31, 2028, with all remaining terms unchanged. At December 31, 2025, the accrued interest on the 2019 Promissory Note totaled $239,131.

Policy on Transactions with Related Persons

The full Board reviews and approves any business transactions in which related persons may have an interest. In determining whether to approve or ratify any such transaction, the Board considers, in addition to other factors it deems appropriate, whether the transaction is on terms no less favorable to us than those involving unrelated parties. All transactions disclosed above were reviewed and approved in accordance with the policy set forth above.

Director Independence

The Board has determined that each of our current directors, other than Steve T. Laflin, is “independent” under listing rules of The Nasdaq Stock Market (“Nasdaq”).  Mr. Laflin is not considered independent because of his previous service in the last 3 years as an executive officer of the Company. Furthermore, the Board has determined that none of the members of either of our standing committees has a material relationship with us (either directly, through a family member or as a partner, executive officer or controlling shareholder of any organization that receives or makes payments from or to us) and each is “independent” within the meaning of Nasdaq’s director independence standards under Nasdaq listing rules.

The Audit Committee is comprised of three members, Christopher Grosso, Dr. Robert Atcher, and Duke Fu, with Mr. Grosso serving as the chairman. Each of Mr. Grosso, Dr. Atcher, and Mr. Fu is an “independent” director for audit committee service under Nasdaq listing rules and applicable SEC rules and regulations. The Compensation Committee is comprised of two members, Christopher Grosso and Dr. Robert Atcher, with Mr. Grosso serving as the chairman. The Nominating and Corporate Governance Committee is comprised of two members, Christopher Grosso and Dr. Robert Atcher, with Mr. Grosso serving as the chairman.

Item 14. Principal Accountant Fees and Services

The Audit Committee is directly responsible for the appointment, compensation, retention (including termination), scope and oversight of our independent auditors. Haynie & Company (“Haynie”), a registered public accounting firm, has served as our independent auditors since 2018.

Independent Registered Public Accounting Firm Fees

The following table presents fees billed or to be billed by Haynie for the audit of our consolidated financial statements and for other services provided in the years ended December 31, 2025 and 2024. All of these services and fees were pre-approved by the Audit Committee.

Pre-Approval Policies and Procedures

The Audit Committee is required to pre-approve all audit and non-audit services provided by our independent registered public accounting firm. The Audit Committee approved the Haynie to provide audit services and pre-approved all of the services and fees of our independent registered public accounting firms for 2024 and 2025.

Part IV

Item 15. Exhibits, Financial Statement Schedules

The following exhibits are filed with, or incorporated by reference in this Annual Report.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 30, 2026.