8-K

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): May 15, 2026

Ionetix Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-56821	41-2828779
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3130 Sovereign Drive, Lansing, MI	48911
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (517) 252-4069

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 l4a-12 under the Exchange Act (17 CFR 240.l4a-l2)

☐ Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240.l4d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.l3e-4(c))

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).

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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 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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EX-99.1

Exhibit 99.1

CHARTER OF THE AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS OF IONETIX CORPORATION
(As Amended and Restated May 18, 2026)

1. Purpose.

1.1 The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Ionetix Corporation (the “Company”) is to:

1.1.1 Oversee the accounting and financial reporting processes of the Company and audits of the financial statements of the Company;

1.1.2 Assist the Board in oversight and monitoring of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications, independence and performance, and (iv) the Company’s internal accounting and financial controls;

1.1.3 Provide the Board with the results of its monitoring and recommendations derived therefrom; and

1.1.4 Provide to the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters that require the attention of the Board.

1.2 In addition, the Committee shall undertake those specific duties and responsibilities listed below and such other duties as the Board may from time to time prescribe, or as may be required by law from time to time.

1.3 The Board and management shall ensure that the Committee has adequate funding and other resources and authority to discharge its responsibilities as determined by the Committee.

1.4 Members of the Committee are not employees of the Company. While the Committee has the responsibilities and authority set forth in this charter, and it is not the duty of the Committee to plan or conduct audits of the Company’s financial statements or its internal control over financial reporting or to determine that the Company’s financial statements are complete and are in accordance with generally accepted auditing principles (“GAAP”), which is the responsibility of management and the independent auditor.

2. Membership & Organization.

2.1 The Committee will consist of at least three (3) members of the Board, all of whom in the judgment of the Board shall be independent in accordance with the listing standards of The Nasdaq Stock Market LLC (“NASDAQ”), except as otherwise permitted by the rules of NASDAQ and the rules and regulations of the Securities and Exchange Commission (“SEC”) as may be in effect from time to time.

2.2 No member of the Committee shall have participated in the preparation of the Company's or any of its subsidiaries' financial statements at any time during the past three years. Each member shall in the judgment of the Board have the ability to read and understand the Company’s financial statements. At least one (1) member of the Committee shall, in the judgment of the Board, be a financial expert in accordance with applicable rules and regulations of the SEC, including Item 407(d)(5)(ii) of Regulation S-K, and at least one (1) member (who may also serve as the Committee’s financial expert) shall in the judgment of the Board have accounting or related financial management expertise in accordance with the listing standards of NASDAQ. No member of the Committee shall serve simultaneously on the audit committee of more than two other public companies without prior approval of the Board. The chairperson of the Committee may not serve simultaneously on the audit committee of more than one other public company. In addition, Committee members shall satisfy any additional requirements mandated by the rules and regulations of the SEC or the listing standards of NASDAQ. The Committee will review its membership annually for compliance with the above requirements.

2.3 The members of the Committee will be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee. The members of the Committee shall serve, at the discretion of the Board, for such term or terms as the Board may determine or until earlier resignation or death, and may be replaced by the Board at any time and for any reason. Unless a chair is designated by the Board, the members of the Committee may appoint a chair of the Committee (the “Chair”).

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3. Responsibilities. In addition to such other responsibilities as may be delegated to the Committee from time-to-time by the Board, the Committee shall:

3.1 Review on a continuing basis the adequacy of the Company’s system of internal controls, including reviewing any reports from, and meeting periodically to discuss with, the Company’s management and the independent auditors (i) regarding the effectiveness of, or any deficiencies in, the design or operation of such controls, (ii) regarding any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls and (iii) to review the adequacy of such controls and to review before release the disclosure regarding such system of internal controls required under SEC rules to be contained in the Company’s periodic filings and, if applicable, the attestations or reports by the independent auditors relating to such disclosure;

3.2 Pre-approve all audit and permissible non-audit services and related engagement fees and terms for services provided to the Company by the independent auditors (or subsequently approving non-audit services in those circumstances where a subsequent approval is necessary and permissible);

3.3 Review and provide guidance with respect to the external audit and the Company’s relationship with its independent auditors by: (i) reviewing the independent auditors’ proposed audit scope, approach and independence; (ii) obtaining on an annual basis, in accordance with applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and NASDAQ a written statement from the independent auditors regarding relationships and services with the Company which may impact independence or objectivity, and to the extent there are relationships, monitoring and investigating such relationships, including actively engaging in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditors, and presenting such information to the Board; (iii) annually receiving and reviewing a report by the independent auditors describing any material issues raised by the most recent internal quality control review, or peer review, of the independent auditing firm, or by any inquiry or investigation by governmental or professional authorities and any steps taken to deal with any such issues; (iv) discussing with the Company’s independent auditors the financial statements and audit findings, including any significant adjustments, management judgments and accounting estimates, critical audit matters addressed during the audit, significant new accounting policies, any alternative treatments of financial information within GAAP that the independent auditor has discussed with management, ramifications of the use of these alternative disclosures and the treatment preferred by the independent auditor and disagreements with management and any other matters or audit problems required to be discussed by applicable accounting standards and management’s response thereto; (v) reviewing and discussing with the Company's independent auditors any matters required to be discussed by PCAOB Auditing Standards No. 1301, Communications with Audit Committees, including, without limitation, the auditors' evaluation of the quality of the Company's financial reporting, information relating to significant unusual transactions and the business rationale for such transactions, and the auditors' evaluation of the Company's ability to continue as a going concern; and (vi) reviewing reports submitted to the Committee by the independent auditors in accordance with any applicable SEC requirements and other legal or regulatory requirements;

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3.4 Recommend to the Board as to whether the Company’s audited financial statements and the related MD&A disclosure should be included in the Company’s Annual Report on Form 10-K based on the Committee’s review and discussions (i) with management concerning the audited financial statements, (ii) with the independent auditor concerning the matters required to be discussed by the applicable requirements of the PCAOB and the SEC and (iii) with the independent auditor concerning the independent auditor’s independence;

3.5 Review and discuss with management and the independent auditors the annual audited financial statements and quarterly unaudited financial statements, including the Company’s disclosures under "Management’s Discussion and Analysis of Financial Condition and Results of Operations," prior to filing the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, respectively, with the SEC;

3.6 Review before release the unaudited quarterly or annual operating results (or financial outlook or guidance) to be stated in the Company’s quarterly earnings release with particular attention to any use of “pro forma” or “adjusted” non-GAAP information;

3.7 Review the contents of the officer certifications to be filed with the SEC pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act and the process conducted to support the certifications;

3.8 Review and discuss with the Company’s management, as appropriate other Company filing s with the SEC that incorporate the Company’s financial information or related matters;

3.9 Consider the establishment, and assist the Board in overseeing the design, implementation and performance, of any internal audit function within the Company;

3.10 Oversee compliance with legal requirements for disclosure of the Company’s independent auditor’s services and Committee members, member qualifications and activities;

3.11 Periodically review the Company’s Code of Business Conduct and Ethics and approve any amendments thereto or waivers thereof, and perform those functions delegated to the Committee set forth in the Company’s Code of Business Conduct and Ethics;

3.12 Review, in conjunction with counsel, any legal matters that could have a significant impact on the Company’s financial statements;

3.13 If necessary, institute special investigations with full access to all books, records, facilities and personnel of the Company;

3.14 As appropriate, engage and obtain advice and assistance from outside legal, accounting or other advisors with funding to be provided by the Company;

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3.15 Conduct appropriate review and oversight of related party transactions, as defined by applicable rules and regulations of the SEC and NASDAQ;

3.16 Review and assess the adequacy of this charter and recommend any proposed changes to the Board for approval, on an annual basis;

3.17 Review annually its own performance against the responsibilities outlined in this charter and as otherwise established by the Board;

3.18 Provide a report in the Company’s proxy statement in accordance with the rules and regulations of the SEC;

3.19 Establish procedures for receiving, retaining and treating complaints received by the Company regarding accounting, internal accounting controls or auditing matters and procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters;

3.20 Review and discuss with management, the independent auditor and the internal auditor, if any, the Company’s policies with respect to risk assessment and risk management, including major financial risk exposures and the steps management has taken to monitor and control such exposures, except as to those major risk exposures for which oversight has been assigned to other committees of the Board or retained by the Board;

3.21 Review the adequacy and effectiveness of the Company’s information, data privacy and cyber security policies and processes and the internal controls regarding information, data privacy and cyber security;

3.22 Review with management and members of the internal auditor, if any, the Company’s business continuity and disaster preparedness planning;

3.23 Review the independent auditor’s procedure to implement the rotation of the lead audit partner and other partners serving the Company or the independent auditor’s audit engagement team as required under applicable SEC rules. The Committee shall also periodically review the Company’s strategies and operational situation and determine if a change of the independent auditor should be considered;

3.24 Review comments or communications from regulatory bodies, such as the SEC and NASDAQ, related to financial reporting obligations of the Company and the draft responses from the Company; and

3.25 Perform such other duties that may be necessary or appropriate in the discharge of the foregoing responsibilities.

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4. Authority. The Committee shall:

4.1 Have the sole authority to appoint (and recommend that the Board submit the proposed appointment to shareholder ratification, if applicable), compensate, retain, oversee the work of and to terminate the engagement of the independent auditors (including resolving disagreements between management and the independent auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

4.2 Have the sole authority to approve the engagement of the Company’s independent auditors to perform permissible non-audit services (or subsequently approving non-audit services in those circumstances where a subsequent approval is necessary and permissible) and, in the exercise of such authority, the Committee (or a subcommittee comprised solely of Committee members) shall consider whether the provision of such services is compatible with maintaining the independence of the Company’s independent auditors;

4.3 Have the authority to form, and delegate authority to, one (1) or more subcommittees, consisting of one (1) or more Committee members, which subcommittee(s) shall have the responsibilities and authority delegated to them, including, if so designated, the full responsibility and authority of the Committee with respect to delegated matters including, without limitation, authority to delegate to one (1) or more designated members of the Committee the authority to pre-approve audit and permissible non-audit services, provided such pre-approval decision is presented to the full Committee at its scheduled meetings, unless otherwise prohibited by applicable laws or listing standards;

4.4 Have the authority to establish pre-approval policies that are detailed as to the services to which such policies would apply and include a requirement that the Committee be promptly informed of each service approved in accordance with such policies; provided, however, that nothing in this paragraph provides the Committee with authority to delegate its responsibilities under the Securities Exchange Act of 1934, as amended, to management;

4.5 Have authority to set policies regarding the hiring by the Company of current or former employees of the Company’s independent auditors;

4.6 Have the authority to obtain advice, reports or opinions from internal or external counsel and other expert advisors at the Company’s expense; and

4.7 Have the authority to provide its members with continuing education opportunities supporting the various duties and responsibilities in the discharge of the foregoing responsibilities.

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5. Meetings & Minutes. The Committee shall meet at least once during each fiscal quarter, and will also meet, as required, in response to the needs of the Board and as necessary to fulfill its responsibilities. The Chair, in consultation with the other members of the Committee, will set the dates, times, places, and agenda of such meetings. The Chair or any other member of the Committee may call meetings of the Committee by notice in accordance with the Company’s bylaws. A majority of the total number of then-serving members of the Committee shall constitute a quorum for the transaction of business at Committee meetings. The approval of a majority of such quorum shall constitute a valid act of the Committee at a duly held Committee meeting. The Committee may also act by unanimous written consent of the then-serving members of the Committee.

The Committee shall meet separately with the Chief Executive Officer and separately with the Chief Financial Officer of the Company at such times as are appropriate to review the financial affairs of the Company. The Committee shall also meet separately with the head of the internal audit function, if any, at such times as are appropriate to review matters the Committee or the head of the internal audit function believe should be discussed privately. The Committee shall meet separately with the independent auditors of the Company at such times as it deems appropriate, but not less than quarterly, to fulfill the responsibilities of the Committee under this charter.

The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

6. Reports. The Committee will make regular reports to the Board related to its discussions and activities, including any significant issues or concerns that arise at its meetings, prepare all required reports for inclusion in the Company’s proxy statement, and make recommendations to the Board as appropriate, in each case in accordance with the applicable SEC rules and regulations.

7. Compensation. Members of the Committee shall receive such compensation, if any, for their service as Committee members pursuant to the Company’s Corporate Governance Guidelines, if applicable, or otherwise in accordance with the Company’s standard compensation arrangements for non-employee directors.

8. Website Posting.

The Committee’s charter shall be made available on the Company’s website.

EX-99.2

Exhibit 99.2

CHARTER OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS OF IONETIX CORPORATION
(As Amended and Restated as of May 18, 2026)

1. Purpose

1.1 The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Ionetix Corporation (the “Company”) is to assist the Board in discharging its responsibilities relating to the review, determination and execution of the Company’s compensation philosophy, and the compensation of the Company’s Chief Executive Officer (“CEO”), other executive officers, and other personnel as may be determined by the Board, and fulfilling the Board’s oversight responsibilities with respect to the Company’s overall compensation policies, plans and programs and human capital management function.

1.2 The compensation programs for the Company’s executive officers shall (i) be designed to attract, motivate and retain talented executives responsible for the success of the Company, (ii) be determined within a competitive framework, (iii) factor in the achievement of the Company’s overall financial results, individual contributions and compensation philosophy of “pay for performance”; and (iv) align the interests of the executive officers with the long-term interests of the Company’s stockholders, thereby incentivizing management to increase stockholder value.

1.3. The Board and management shall ensure that the Committee has adequate funding and other resources and authority to discharge its responsibilities as determined by the Committee.

2. Membership & Organization

2.1 The Committee shall consist of at least three (3) members. The members of the Committee shall meet the (i) independence requirements of The Nasdaq Stock Market LLC (“NASDAQ”), (ii) non-employee director definition of Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (iii) outside director definition set forth in Section 162(m) of the Internal Revenue Code of 1986, as amended (“IRC”), except in each case as otherwise permitted by the applicable rules of NASDAQ, the Exchange Act, the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”), and the IRC, as may be in effect from time to time.

2.2 The members of the Committee will be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee. The members of the Committee shall serve, at the discretion of the Board, for such term or terms as the Board may determine or until earlier resignation or death, and may be replaced by the Board at any time and for any reason. Unless a chair is designated by the Board, the members of the Committee may appoint a chair of the Committee (the “Chair”).

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3. Responsibilities

In addition to such other responsibilities as may be delegated to the Committee from time-to-time by the Board, the Committee shall:

3.1 Set the compensation of the CEO and, in consultation with the CEO, review and approve the compensation of the other executive officers, in each case based on an evaluation of their performance and expected future contributions;

3.2 Establish annual and long-term performance goals and objectives for the CEO and, in consultation with the CEO, review and establish the goals and objectives for the other executive officers;

3.3 Evaluate the performance of the CEO and, in consultation with the CEO, review and evaluate the performance of the other executive officers in light of the goals and objectives established for them;

3.4 Approve employment agreements, offers of employment and other elements of compensation and benefits (other than ordinary health, welfare and retirement benefits provided broadly to employees) provided to the CEO and other executive officers;

3.5 Approve severance or termination arrangements or plans for the CEO and other executive officers, including in the event of a change in control;

3.6 To review and make recommendations to the Board regarding incentive compensation plans and equity-based plans, and where appropriate or required to recommend for approval by the stockholders of the Company (including approval of the adoption, amendment, or termination of such plans), to administer any such plans that are stockholder-approved or include executive officer or director participants, in each case, to the extent provided under such plans;

3.7 Review and certify achievement with respect to cash or equity awards under corporate performance-based plans;

3.8 Review and discuss with management the Company’s overall aggregate equity usage/budget relative to the market;

3.9 Provide oversight of the Company’s overall compensation and incentive plans and benefits programs, and recommend or approve improvements or changes to such plans and programs or recommend or adopt new plans and programs when appropriate;

3.10 Review on a periodic basis, and make recommendations to the Board as to, the compensation payable by the Company to non-employee directors in connection with their service on the Board and/or any committees of the Board;

3.11 Review and approve the selection of the Company’s peer companies for purposes of evaluating the Company’s compensation competitiveness and establishing the appropriate positioning of the levels and mix of compensation elements;

3.12 For so long as the Company is subject to the periodic reporting requirements of the Exchange Act, when applicable, review and discuss with management the Company’s “Compensation Discussion and Analysis” (the “CD&A”) to be included in the Company’s annual report or annual proxy statement; based on the review and discussion, recommend to the Board that the CD&A be included in the Company’s annual report or annual proxy statement; and produce a report of the Committee for inclusion in the Company’s annual report and annual proxy statement that complies with the rules and regulations of the SEC and any other applicable rules and regulations;

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3.13 Review with management the Company’s major compensation-related risk exposures and the steps management has taken to monitor and control such exposures, and assess whether the Company’s compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company;

3.14 When applicable, review and recommend to the Board for approval the frequency with which the Company will conduct stockholder advisory “say-on-pay” votes (the “Say-on-Pay Vote”) required by Section 14A of the Exchange Act, and assess the results of the Company’s most recent Say-on-Pay Vote and take such assessment into consideration when establishing the compensation of the Company’s executive officers;

3.15 Oversee and review the Company’s programs, practices, relevant risks and opportunities, measures, objectives and performance relating to human capital management matters and related disclosure as they relate to the Company’s workforce generally, including, but not limited to, those policies and strategies regarding recruiting, selection, retention, career development and progression, corporate culture, diversity, equity, inclusion, human health and safety, and employment practices; and make recommendations to the Board with respect to the integration of such matters into the Company’s business strategy and operations when appropriate, to the extent not specifically delegated to other committees;

3.16 Recommend or determine stock ownership guidelines for executive officers and non-employee directors and monitor compliance with such guidelines;

3.17 Administer the Company’s executive compensation clawback policy to the extent provided under such policy; and periodically review and assess the adequacy of such policy and recommend any proposed changes to the Board for approval;

3.18 Monitor the Company’s compliance with the requirements of the Sarbanes-Oxley Act relating to loans to officers and directors and with all other applicable laws affecting employee compensation and benefits;

3.19 Annually review and assess the adequacy of this charter and recommend any proposed changes to the Board for approval;

3.20 Annually review and report to the Board regarding its own performance considering the responsibilities outlined in this charter and as otherwise established by the Board; and

3.21 Perform such other duties that may be necessary or appropriate in the discharge of the foregoing responsibilities.

No executive officer shall be present during any voting or deliberations by the Committee regarding such officer’s compensation or performance.

4. Authority

The Committee shall have:

4.1 The authority to form, and delegate authority to, one (1) or more subcommittees consisting of one (1) or more Committee members, which subcommittee(s) shall have the responsibilities and authority delegated to them, including, if so designated, the full responsibility and authority of the Committee with respect to delegated matters, unless otherwise prohibited by applicable laws or listing standards;

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4.2 The authority to delegate to one (1) or more officers of the Company any of its responsibilities and authority that do not relate to the amount or form of compensation of “officers” as defined in Section 16 of the Exchange Act, including its responsibilities and authority related to the administration of compensation and incentive plans and benefits programs. Without limiting the generality of the foregoing, the Committee may form and delegate authority to a subcommittee composed entirely of Company employees to serve as an administrative and/or investment committee, with fiduciary responsibilities under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) with respect to one or more Company plans that are subject to ERISA;

4.3 The authority to obtain advice, reports or opinions from internal or external counsel and other expert advisors at the Company’s expense;

4.4 The sole authority to retain and terminate any compensation consultant, legal counsel or other advisor to assist in the evaluation of CEO or executive officer compensation (taking into account the independence factors set forth in Item 407(e)(3) of Regulation S-K and any applicable NASDAQ requirements), in each case at the Company’s expense; and

4.5 The sole authority to approve the fees and other retention terms of consultants, legal counsel or other advisors engaged by the Committee with respect to services so engaged.

In selecting advisors, the Committee shall take into account the independence requirements established by law, rule, regulation or order, including, without limitation, Rule 5605(d)(3) of NASDAQ.

5. Meetings & Minutes

The Committee shall meet at least once per fiscal quarter and will also meet, as required, in response to the needs of the Board and as necessary to fulfill its responsibilities. The Chair, in consultation with the other members of the Committee, will set the dates, times and places of such meetings.

The Chair or any other member of the Committee may call meetings of the Committee by notice in accordance with the Company’s bylaws. A majority of the total number of then-serving members of the Committee shall constitute a quorum for the transaction of business at Committee meetings. The approval of a majority of such quorum shall constitute a valid act of the Committee at a duly held Committee meeting. The Committee may also act by unanimous written consent of the then-serving members of the Committee.

The Committee may invite such members of management to its meetings as it deems appropriate. However, the Committee shall meet regularly without such members present, and in all cases the CEO and any other such officers shall not be present at meetings at which their compensation or performance is discussed or determined.

The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

6.Reports

The Committee will make regular reports to the Board related to its discussions and activities, including any significant issues or concerns that arise at its meetings, prepare all required reports for inclusion in the Company’s proxy statement, and make recommendations to the Board as appropriate, in each case in accordance with the applicable SEC rules and regulations.

7.Compensation

Members of the Committee shall receive such compensation, if any, for their service as Committee members pursuant to the Company’s Corporate Governance Guidelines, if applicable, or otherwise in accordance with the Company’s standard compensation arrangements for non-employee directors.

8.Website Posting

The Committee’s charter shall be made available on the Company’s website.

EX-99.3

Exhibit 99.3

CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS OF IONETIX CORPORATION
(As Adopted May 18, 2026)

1. Purpose

1.1 The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Ionetix Corporation (the “Company”) is to (i) assist the Board by identifying and evaluating prospective director nominees and recommending to the Board the director nominees for the next annual meeting of stockholders; (ii) recommend to the Board the directors that shall serve on each committee of the Board; (iii) develop and recommend to the Board the governance guidelines applicable to the Company; (iv) oversee the evaluation of the Board, its committees and management; and (v) monitor and oversee governance and compliance matters.

1.2 The Board and management shall ensure that the Committee has adequate funding and other resources and authority to discharge its responsibilities as determined by the Committee.

2. Membership & Organization

2.1 The Committee will consist of at least three (3) members of the Board, all of whom in the judgment of the Board shall be independent in accordance with the listing standards of The Nasdaq Stock Market LLC (“NASDAQ”), except as otherwise permitted by the rules of NASDAQ and the rules and regulations of the Securities and Exchange Commission (“SEC”) as may be in effect from time to time.

2.2 The members of the Committee will be appointed by, and serve at, the discretion of the Board for such term or terms as the Board may determine or until earlier resignation or death, and may be replaced by the Board at any time and for any reason. Unless a chair is designated by the Board, the members of the Committee may appoint a chair of the Committee (the “Chair”).

3. Responsibilities

In addition to such other responsibilities as may be delegated to the Committee from time-to-time by the Board, the Committee shall:

3.1 At least annually review and make recommendations to the Board concerning the size, composition, and organization of the Board and its committees, and appointments thereto, and determine future requirements;

3.2 Work with the Board on a periodic basis to determine the desired qualifications, expertise, and characteristics for directors, aiming to develop a highly qualified Board with a diverse background and skill set that contributes to a total mix of viewpoints, knowledge and experience; conduct searches for director candidates that have corresponding attributes; and assess the independence of any candidates identified for consideration;

3.3 Evaluate and recommend nominees for election to the Board, consistent with the criteria approved by the Board, and consider and evaluate stockholder nominations of director candidates validly made by stockholders in accordance with applicable laws, rules and regulations, and the provisions of the Company's governing documents;

3.4 Review, discuss, and recommend to management disclosures for inclusion in the Company’s annual report or annual proxy statement regarding the Company’s governance matters and nomination process;

3.5 Make recommendations for new director orientation and continuing education for Board members;

3.6 Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company and review the guidelines on a periodic basis;

3.7 Review proposed changes to the Company’s Certificate of Incorporation and Bylaws and make recommendations to the Board;

3.8 Determine the manner in which stockholders may send communications to the Board (as a whole or individually), as well as the process by which stockholder communications will be relayed to the Board and what the Board’s response, if any, should be;

3.9 Periodically review and discuss with the CEO and the Board the development and succession plans for senior management positions;

3.10 Consider questions of possible conflicts of interest of Board members and of executive officers; review actual and potential conflicts of interest of Board members and executive officers, other than related party transactions subject to review by the Audit Committee; and approve or prohibit any involvement of such persons in matters that may involve a conflict of interest or taking of a corporate opportunity;

3.11 To the extent not specifically delegated to other committees, oversee and review the Company’s programs, practices, relevant risks and opportunities, measures, objectives and performance relating to environmental, social and governance matters and related disclosures; and make such recommendations to the Board with respect to the integration of such matters into the Company’s business strategy and operations as the Committee determines necessary or appropriate;

3.12 Periodically review this charter and make recommendations to the Board with respect to any proposed changes;

3.13 Consider the development of, and oversee, an annual process for evaluation of the performance of, and compliance with applicable laws and regulations by, the Board and each of its committees, including conducting surveys of director observations, suggestions and preferences;

3.14 Annually review its own performance against the responsibilities outlined in this charter and as otherwise established by the Board;

3.15 If a vacancy on the Board and/or any Board committee occurs, identify, select and recommend candidates to fill such vacancy either by election by stockholders or appointment by the Board;

3.16 Review any director resignation letter tendered to the Company and evaluate and recommend to the Board appropriate action in accordance with the Company’s Corporate Governance Guidelines;

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3.17 Periodically assess the directors and officers (“D&O”) insurance policy of the Company and make recommendations to the Board for the Commencement, renewal or amendment of D&O coverage or the replacement of the insurer;

3.18 Assess the policies and practices of the Company with respect to the indemnification of directors by the Company and payments pursuant to such policies and practices;

3.19 Periodically review the Company’s environmental, social, and governance (“ESG”) programs, initiatives, and policies and from time to time make recommendations to the Board regarding ESG matters; and

3.20 Perform such other duties that may be necessary or appropriate in the discharge of the foregoing responsibilities.

4. Authority

The Committee shall have:

4.1 The authority to form, and delegate authority to, one (1) or more subcommittees, consisting of one (1) or more Committee members, which subcommittee(s) shall have the responsibilities and authority delegated to them, including, if so designated, the full responsibility and authority of the Committee with respect to delegated matters, unless otherwise prohibited by applicable laws or listing standards;

4.2 The sole authority, at the Company’s expense, to retain and terminate any search firm to be used to identify director candidates including sole authority to approve the search firm’s fees and other retention terms; and

4.3 The authority to obtain advice, reports or opinions from internal or external counsel and other expert advisors at the Company’s expense.

5. Meetings & Minutes

The Committee shall meet at least one (1) time per year and will also meet, as required, in response to the needs of the Board and as necessary to fulfill its responsibilities. The Chair, in consultation with the other members of the Committee, will set the dates, times, places, and agenda of such meetings. The Chair or any other member of the Committee may call meetings of the Committee by notice in accordance with the Company’s bylaws. A majority of the total number of then-serving members of the Committee shall constitute a quorum for the transaction of business at Committee meetings. The approval of a majority of such quorum shall constitute a valid act of the Committee at a duly held Committee meeting. The Committee may also act by unanimous written consent of the then-serving members of the Committee.

The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

6. Reports

The Committee will make regular reports to the Board related to its discussions and activities, including any significant issues or concerns that arise at its meetings, prepare all reports and recommendations to the Board as necessary or appropriate, in each case in accordance with applicable SEC rules and regulations.

7. Compensation

Members of the Committee shall receive such compensation, if any, for their service as Committee members pursuant to the Company’s Corporate Governance Guidelines, if applicable, or otherwise in accordance with the Company’s standard compensation arrangements for non-employee directors.

8. Website Posting

The Committee’s charter shall be made available on the Company’s website.

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XML

Cover	May 15, 2026
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 15, 2026
Entity File Number	000-56821
Entity Registrant Name	Ionetix Corporation
Entity Central Index Key	0002108121
Entity Tax Identification Number	41-2828779
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3130 Sovereign Drive
Entity Address, City or Town	Lansing
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48911
City Area Code	517
Local Phone Number	252-4069
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false