Radnostix agrees to asset sale for $9.5M cash and $4M in NANO stock

The parties currently expect closing in approximately 90 to 120 days, contingent on NRC consent, other approvals, satisfactory site arrangements and closing conditions.

Rhea-AI Filing Summary

Radnostix Inc. (INIS), together with its wholly owned subsidiary International Isotopes Fluorine Products, agreed to sell assets associated with a depleted uranium deconversion and fluorine extraction project to HALEU Energy Fuel, a wholly owned subsidiary of NANO Nuclear Energy. At closing, the buyer parties are to pay the sellers $9.5 million in cash, less the Escrowed Funds and amounts paid to release liens, and issue Radnostix $4 million of restricted NANO common stock. The previously deposited $0.5 million in Escrowed Funds is to be released to Radnostix upon signing. The share count will be based on the common stock’s volume-weighted average price over the period specified in the agreement.

The assets include an NRC license, related intellectual property and technical materials, equipment, and project records; the contemplated facility was not constructed. The buyer will assume only certain liabilities arising under the purchased assets after closing, while other seller liabilities remain with the sellers. Closing is subject to NRC consent to the license transfer, other approvals, satisfactory site arrangements, and other conditions. The parties currently expect closing in approximately 90 to 120 days.

After closing, Radnostix intends to use net proceeds to support growth across its four radioisotope technology product segments through research and development and organic and inorganic initiatives.

Filing Explained

The signed asset-sale agreement requires return of the released $0.5 million escrow within two business days if termination follows failure of the Hobbs site condition, the NRC license transfer, or a seller breach, and if the buyer cannot qualify for the license, repayment is reduced by the sellers’ reasonable documented expenses.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Stated cash consideration: $9.5 million Restricted NANO common stock: $4 million Escrowed Funds: $0.5 million +1 more

4 metrics

Stated cash consideration $9.5 million Payable at closing, less the Escrowed Funds and amounts paid to release liens

Restricted NANO common stock $4 million To be issued to Radnostix at closing

Escrowed Funds $0.5 million Deposited by the buyer parties and to be released to Radnostix upon signing

Expected closing period Approximately 90 to 120 days Current expectation of the parties, subject to approvals and closing conditions

Key Terms

depleted uranium hexafluoride (DUF6), NRC license transfer, volume-weighted average price, Escrowed Funds, +1 more

5 terms

depleted uranium hexafluoride (DUF6) technical

"depleted uranium hexafluoride (“DUF6”) deconversion"

NRC license transfer regulatory

"NRC consent to the license transfer"

volume-weighted average price financial

"based on the volume-weighted average price"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

Escrowed Funds financial

"the “Escrowed Funds”"

10 CFR Part 40 regulatory

"existing NRC 10 CFR Part 40 licensed fuel cycle assets"

A section of U.S. federal regulations that sets the safety, licensing and reporting rules for possessing and using certain nuclear source materials, such as uranium. Investors should care because companies working with these materials must obtain permits, meet ongoing safety requirements, and pass inspections; like needing a driver's license and vehicle inspections to operate, these rules can affect a firm's ability to operate, cost structure, project timelines and legal risk.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the consideration for INIS’s asset sale?

At closing, the buyer parties are to pay the sellers $9.5 million in cash, less the Escrowed Funds and amounts paid to release liens, and issue Radnostix $4 million of restricted NANO common stock. The previously deposited $0.5 million in Escrowed Funds is to be released to Radnostix upon signing. The share count is determined using the specified volume-weighted average price period.

When is INIS’s asset sale expected to close?

The parties currently expect closing in approximately 90 to 120 days. Closing is subject to NRC consent to the license transfer, other required approvals and consents, satisfactory site arrangements, and other closing conditions.

When must INIS return the escrowed funds if the transaction terminates?

The sellers must return an amount equal to the Escrowed Funds within two business days in specified termination circumstances, including failure of the Hobbs Site Condition, failure of the NRC License Transfer, or a seller breach. If termination results from the buyer’s failure to qualify or be eligible to receive the NRC license, the return is reduced by the sellers’ reasonable documented expenses.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/01/2026 - 08:00 AM Accepted by SEC EDGAR 10/01/2026 - 08:00 AM Learn about SEC filing dates

false 0001038277 0001038277 2026-09-28 2026-09-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): September 28, 2026

RADNOSTIX INC.

(Exact Name of Registrant as Specified in Its Charter)

Texas	000-22923	74-2763837
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4137 Commerce Circle

Idaho Falls, Idaho 83401

(Address of Principal Executive Offices) (Zip Code)

(208) 524-5300

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01         Entry into a Material Definitive Agreement.

On September 28, 2026, Radnostix Inc. (the “Company”) and its wholly owned subsidiary, International Isotopes Fluorine Products, Inc. (“IIFP” and, together with the Company, the “Sellers”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Nano Nuclear Energy Inc. (the “Parent”) and HALEU Energy Fuel Inc., a Nevada corporation and a wholly owned subsidiary of the Parent (“Buyer” and together with the Parent, the “Buyer Parties”).

Purchased Assets. Under the Purchase Agreement, Buyer agreed to acquire all of Sellers’ assets related to a depleted uranium deconversion and fluorine extraction plant previously planned for Hobbs, New Mexico (the “DUF₆ Plant”). The purchased assets include:

● U.S. Nuclear Regulatory Commission (“NRC”) Material License SUB-1011 and the related regulatory materials.

● A New Mexico air quality permit.

● A portfolio of issued and/or expired U.S. patents covering fluorine extraction and related processes.

● Technical, design, safety and vendor materials, including documentation originally acquired from General Dynamics relating to the Sequoyah Fuels conversion plant.

● Other assets of Sellers reasonably necessary for, or related to, the permitting, development, financing, construction, ownership or operation of the DUF₆ Plant.

Buyer will assume only certain liabilities that arise under the purchased assets after the closing of the Transaction (the “Closing”). All other liabilities of Sellers stay with Sellers.

Escrowed Funds. Prior to entering into the Purchase Agreement, the Company and IIFP entered into an escrow agreement with Citibank, N.A. pursuant to which the Buyer Parties deposited $0.5 million into an escrow account (together with any interest accrued thereon, the “Escrowed Funds”) in connection with the execution of a proposal letter executed between the Company and Buyer Parties which provided the Buyer Parties the exclusive right to negotiate with the Company for the purchase of the purchased assets. Upon signing the Purchase Agreement, the Escrowed Funds are to be released to the Company.

Consideration. At the Closing, the Buyer Parties will (i) pay Sellers $9.5 million in cash, less the Escrowed Funds any amounts paid to release liens on the purchased assets and (ii) issue to the Company $4 million of restricted shares of the Parents’s common stock (“Common Stock”) with the number of shares issuable determined based on the volume-weighted average price of the Common Stock during the period from the tenth trading day before the date of the Purchase Agreement through the trading day before the Closing Date. No fractional shares will be issued; instead, Sellers will receive cash for any fractional share.

Conditions to Closing. The Buyer Parties’ obligation to close is subject to a number of customary closing conditions. In addition, the Buyer Parties’ obligation to close is subject to satisfaction of the following additional conditions:

● the NRC approving the transfer of Sellers’ NRC license to Buyer;

● Buyer acquiring fee simple title or a valid leasehold interest in the approximately 640-acre parcel of real property located in Section 27, Township 18 South, Range 36 East, N.M.P.M., Lea County, New Mexico (the “Hobbs Site”) from Lea County, New Mexico (the “County”), on terms satisfactory to Buyer in its sole discretion, which may include a new Industrial Revenue bond structure and the termination, defeasance and discharge of Sellers’ existing Industrial Revenue Bond structure (which includes a bond, mortgage and indenture) with the County (the “Hobbs Site Condition”); and

● Buyer conducting environmental assessments of the Hobbs Site satisfactory to Buyer.

Representations, Warranties, Covenants and Indemnification. The Purchase Agreement contains customary representations, warranties, covenants and indemnification from Sellers and the Buyer Parties for a transaction of this nature.

Termination. The Purchase Agreement may be terminated in the following circumstances:

● by mutual written consent;

● by either party if the other party commits a material breach that is not cured within seven business days after notice;

● by Buyer or Sellers if the Hobbs Site Condition has not been satisfied within 120 days after September 28, 2026, which Buyer may extend by 60 days (the “Outside Date”), or if the parties have reason to believe it will not be satisfied;

● by Buyer or Sellers if the environmental assessments shall not have been completed or provided results satisfactory to Buyer (including that there be no remediation expenditures in excess of $0.1 million); and

● if the NRC license transfer has not occurred by the Outside Date or if the parties have reason to believe it will not be satisfied.

If the Purchase Agreement is terminated in specified circumstances, Sellers must return an amount equal to the Escrowed Funds to Buyer within two business days. These circumstances include termination because the Hobbs Site Condition was not satisfied, because the NRC License Transfer did not occur, or because of a Seller breach. If termination results from Buyer’s failure to qualify or be eligible to receive the NRC license, the amount returned will be reduced by Sellers’ reasonable documented expenses.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

The Purchase Agreement (and the foregoing description of the Purchase Agreement and the transactions contemplated thereby) has been included to provide investors and shareholders with information regarding the terms of the Purchase Agreement and the transactions contemplated thereby. It is not intended to provide any other factual information about the Company, IIFP, Buyer or Parent. The representations, warranties and covenants contained in the Purchase Agreement were made only as of specified dates for the purposes of the Purchase Agreement, were solely for the benefit of the parties to the Purchase Agreement and may be subject to qualifications and limitations agreed upon by such parties, including information contained in confidential disclosure schedules. Investors and shareholders are not third-party beneficiaries under the Purchase Agreement and should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances.

Item 7.01         Regulation FD Disclosure.

On October 1, 2026, the Company issued a press release announcing its entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including statements regarding the expected timing and completion of the Asset Sale and the transactions contemplated by the Purchase Agreement. These statements are subject to risks and uncertainties, including the risk that the Asset Sale may not be completed on a timely basis or at all; the failure to satisfy closing conditions, including NRC approval and the Lea County site conditions; events giving rise to termination, including the obligation to repay the Escrow Funds; fluctuations in the value of Parent common stock; and the other risk factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in the Company’s subsequent filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this report, and the Company undertakes no obligation to update or revise any forward-looking statement, except as required by law.

Item 9.01         Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1*	Asset Purchase Agreement, dated as of September 28, 2026, by and among HALEU Energy Fuel Inc., NANO Nuclear Energy Inc., Radnostix Inc. and International Isotopes Fluorine Products, Inc.
99.1	Press Release, dated October 1, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) and Item 602(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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.

	RADNOSTIX INC.
Date: October 1, 2026
	By:	/s/ Shahe Bagerdjian
	Name: Shahe Bagerdjian
	Title: President and Chief Executive Officer

Exhibit 99.1

Radnostix Signs Definitive Agreement to Divest DUF6 and Fluorine Assets to NANO Nuclear

IDAHO FALLS, Idaho, October 1^st, 2026 — Radnostix, Inc. (formerly International Isotopes Inc.) (OTCQB: INIS) ( “Radnostix” or the “Company”) today announced that Radnostix and its wholly-owned subsidiary, International Isotopes Fluorine Products, Inc, have entered into a definitive asset purchase agreement with NANO Nuclear Energy Inc. (NASDAQ: NNE) and its wholly-owned subsidiary, HALEU Energy Fuel Inc., (collectively “NANO”), to divest its U.S. nuclear fuel processing assets, including a U.S. Nuclear Regulatory Commission (“NRC”) license and related intellectual property and technical materials associated with depleted uranium hexafluoride (“DUF6”) deconversion and fluorine extraction capabilities at a facility anticipated to be located in Lea County, New Mexico.

Transaction Terms and Next Steps

The proposed acquisition would provide NANO Nuclear with existing NRC 10 CFR Part 40 licensed fuel cycle assets and a substantial body of associated licensing and technical work. The NRC license was originally issued in connection with a proposed facility in Lea County, New Mexico designed to support DUF6 deconversion and fluorine extraction activities. The proposed acquisition also includes related patented technology, engineering and safety analyses, regulatory and permitting materials, equipment and historical project development records. The facility contemplated under the existing license was not previously constructed.

Under the asset purchase agreement, the consideration being paid for the assets at closing is $9.5 million in cash and $4.0 million in NANO common stock, payable and issuable at closing in accordance with the agreement. Closing remains subject to NRC consent to the license transfer, other required approvals and consents (including from New Mexico officials), satisfactory site arrangements and other closing conditions. The parties currently expect closing in approximately 90 to 120 days, although the timing will depend on those approvals and conditions.

Radnostix Focus on Radioisotope Technologies

This transaction represents a major centering event for Radnostix, allowing the Company to focus on its core radioisotope technology segments while significantly strengthening its balance sheet for the next chapter of the business. Following closing, Radnostix intends to utilize the net proceeds to accelerate the growth of its four radioisotope technology product segments through a combination of enhanced research and development and continued organic and inorganic growth initiatives.

“We have complete confidence in NANO to take these DUF6 deconversion and fluorine extraction assets across the finish line and fill a material need for the U.S. Nuclear Fuel Cycle industry,” said Shahe Bagerdjian, Chief Executive Officer of Radnostix. “The site, license, and technology sit squarely inside NANO’s strategy to become a vertically integrated nuclear energy company, and we are excited to become NANO shareholders.“ Mr. Bagerdjian added, “For Radnostix, this transaction gives us the best of both worlds, allowing us to retain some upside via NNE stock while we can fully focus on our radioisotope technologies in medical and industrial applications. We have a number of initiatives in our R&D & growth pipeline that upon closing Radnostix will be able to accelerate the development of. While we have completed a few modest acquisitions over the past couple of years, the proceeds from the transaction will allow us to broaden our horizons, and fuel our growth rate.”

About Radnostix (formerly International Isotopes Inc.): Radnostix, Inc. (formerly International Isotopes Inc.) (INIS), established in 1995, with its headquarters in Idaho Falls, ID, USA, manufactures a wide range of radioisotope technology products. Radnostix manufactures and supplies generic sodium iodide I-131 radio-pharmaceutical drug product for hyperthyroidism and thyroid cancer, the contract manufacturing of various drug products as well as radioisotope API supply for 3rd party theranostics clients. Radnostix also manufactures and distributes a complete line of calibration and reference standards for nuclear pharmacies and SPECT/PET imaging systems as well as industrial calibration standards under its RadQual brand. For more information, visit www.radnostix.com.

Radnostix, Inc. (formerly International Isotopes Inc.) Safe Harbor Statement:
Certain statements in this press release are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but not limited to, statements regarding the Company’s current expected financial impact from the Asset Purchase Agreement described herein, the estimated value of the DUF6 Plant and related assets, statements with respect to the Company's future growth expectations. Information contained in such forward-looking statements is based on current expectations and is subject to change. These statements involve a number of risks, uncertainties and other factors that could cause actual results, performance, or achievements of Radnostix, Inc. to be materially different from any future results, performance or achievements of the Company expressed or implied by these forward-looking statements. Other factors, which could materially affect such forward-looking statements, can be found in the Company's filings with the Securities and Exchange Commission at www.sec.gov, including its Annual Report on Form 10-K for the year ended December 31, 2025. Investors, potential investors, and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are only made as of the date of this press release and Radnostix, Inc. and the Company undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Radnostix Contact: 
ir@intisoid.com

radnostix.com

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 10.5 KB

Other Documents

• EX-2.1 EXHIBIT 2.1 432.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 10.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 13.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.1 KB