UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Resignation of David Landskowsky
On May 15, 2026, David Landskowsky tendered his resignation as a member of the board of directors (“Board”) of Ionetix Corporation (the “Company”), effective as of May 15, 2026. Mr. Landskowsky’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Appointment of Michael Tarnok
On May 15, 2026, the Board appointed Michael Tarnok to the Board as a Class II director, effective as of May 18, 2026. There are no arrangements or understandings between Mr. Tarnok and any other person pursuant to which Mr. Tarnok was appointed to serve as a director, and there are no transactions between Mr. Tarnok and the Company that would require disclosure under Item 404(a) of Regulation S-K. In addition, the Company has entered into an indemnification agreement with Mr. Tarnok in connection with his appointment to the Board which is in substantially the same form as that entered into with the existing directors of the Company.
Increase to Whole Board; Appointment to Fill Vacancy
On May 15, 2026, the Board increased the size of the Board from four to five members, and appointed Kevin Cameron, the Company’s Chief Executive Officer, to the Board as a Class III director, effective immediately.
There are no arrangements or understandings between Mr. Cameron and any other person pursuant to which Mr. Cameron was appointed to serve as a director, and there are no transactions between Mr. Cameron and the Company that would require disclosure under Item 404(a) of Regulation S-K. Mr. Cameron previously entered into the standard indemnification agreement with the Company that will remain in effect.
Classified Board
After giving effect to the resignation, appointments, and designations above, the Board currently consists of the following five (5) members, in the following classes:
| - | Class I: Douglas Boothe and Gregory Martin, whose terms will expire at the first annual meeting of stockholders to be held after the completion of the Merger (as defined below); |
| - | Class II: Michael Tarnok, whose term will expire at the second annual meeting of stockholders to be held after the completion of the Merger; and |
| - | Class III: Kevin Cameron and Michael Stewart, whose terms will expire at the third annual meeting of stockholders to be held after the completion of the Merger. |
In this Current Report on Form 8-K (this “Current Report”), “Merger” means the reverse triangular merger and related transactions contemplated by that certain Agreement and Plan of Merger, dated effective as of April 9, 2026, pursuant to which a wholly owned subsidiary of the Company merged with and into Ionetix Corporation (subsequently renamed Ionetix Radioisotopes, Inc.), with Ionetix Corporation surviving as a wholly owned subsidiary of the Company.
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Ratification of Board Committees and Adoption of Charters
On May 18, 2026, the Board ratified the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee of the Board and adopted charters to govern the respective committees. The compositions of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee are as follows:
| - | Audit Committee: The Audit Committee consists of Gregory Martin, Michael Tarnok and Michael Stewart. Mr. Martin is the chair of the Audit Committee. |
| - | Compensation Committee: The Compensation Committee consists of Gregory Martin, Douglas Boothe and Michael Tarnok. Mr. Boothe is the chair of the Compensation Committee. |
| - | Nominating and Governance Committee: The Nominating and Governance Committee consists of Gregory Martin, Michael Tarnok, and Michael Stewart. Mr. Stewart is the chair of the Nominating and Governance Committee. |
The Audit Committee charter, Compensation Committee charter, and Nominating and Governance Committee charter are attached as Exhibits 99.1, 99.2, and 99.3, respectively, to this Current Report and incorporated herein by reference.
Item 8.01 – Other Events
Termination and Appointment of Exchange Agent and Transfer Agent
Effective April 28, 2026, the Company terminated VStock Transfer as the Company’s exchange agent and transfer agent and appointed Odyssey Transfer and Trust Company (“Odyssey”) as the Company’s exchange agent, transfer agent, and registrar.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Audit Committee Charter | |
| 99.2 | Compensation Committee Charter | |
| 99.3 | Nominating and Governance Committee Charter | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized.
| IONETIX CORPORATION | ||
| Dated: May 20, 2026 | By: | /s/ Kevin Cameron |
| Kevin Cameron, Chief Executive Officer | ||
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