UNITED STATES
SECURITIES 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 December 21, 1998
Commission file number:
333-26269
INTERNATIONAL ISOTOPES INC.
(Exact name of registrant as specified in its charter)
Texas 74-2763837
(State of incorporation) IRS Employer Identification Number)
3100 Jim Christal Rd 76207
Denton, Texas (Zip Code)
(Address of principal executive offices)
940-484-9492
(Registrant's telephone number, including area code)
<PAGE>
Page 2
Item 7. Financial Statements and Exhibits
(c) Exhibits
9.1 Registration and Warrant Agreement
9.2 Press release related to Private Placement dated December 15, 1998
Item 9. Sales of Equity Securities Pursuant to Regulation S.
On December 7, 1998, the Company completed a private placement of units of its
equity securities, each unit consisting of 16,000 shares of Common Stock and
three (3) year Warrants for the purchase of an additional 16,000 shares of
Common Stock. A total of 832,000 shares of Common Stock (plus Warrants to
purchase an additional 832,000 shares) were sold as of December 7. The Company
has reserved the right to accept additional subscriptions pursuant to the
private placement.
The private placement was managed by the Company and Keane Securities Co., Inc.
and the securities were sold to Company management, directors, several existing
shareholders and other accredited investors.
The securities were offered at $200,000 per unit (the equivalent of $12.50 per
share), and resulted in gross proceeds of $10,400,000. Commissions of 6% were
paid to broker/dealers for all securities sold by them. No commissions were paid
on securities sold by the Company. A total of $204,000 in commissions were paid
resulting in net proceeds to the Company of $10,196,000.
The securities, including the underlying Warrants, were not registered with the
SEC in reliance upon the exemption from registration contained in Section 4(2)
of the 1933 Act and Rule 506 of Regulation D promulgated thereunder, as well as
similar exemptions contained in the securities laws, rules and regulations of
the applicable states.
The Warrants grant the holders the right to purchase, at any time from December
7, 1998 until 5:30 P.M., central time, on November 30, 2001, up to an aggregate
of 832,000 shares of Common Stock at an exercise price of $13.75 per share.
<PAGE>
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.
International Isotopes Inc.
(Registrant)
By: /s/ Joan Gillett
------------------------------------------
Joan Gillett, CPA
Chief Financial Officer
By: /s/ Ira Lon Morgan, Ph.D.
------------------------------------------
Ira Lon Morgan, Ph.D.
Chairman of the Board
Date: December 21, 1998
Exhibit 9.1
INTERNATIONAL ISOTOPES INC.
AND
THE HOLDERS WHOSE SIGNATURES APPEAR
ON THE EXECUTION PAGES HEREOF
REGISTRATION AND WARRANT AGREEMENT
Dated as of November 30, 1998
<PAGE>
REGISTRATION AND WARRANT AGREEMENT (this "Agreement") dated as of
November 30, 1998 between INTERNATIONAL ISOTOPES INC., a Texas corporation (the
"Company"), and the HOLDERS whose signatures appear on the execution pages
hereof (hereinafter referred to variously as a "Holder" or the "Holders").
WITNESSETH:
WHEREAS, the Company proposes to issue to the Holders warrants
("Warrants") to purchase up to an aggregate of 1,600,000 shares of Common Stock,
$.01 par value, of the Company; and
WHEREAS, the Holders have purchased Units of securities of the Company,
each Unit consisting of 16,000 shares of Common Stock and 16,000 Warrants,
pursuant to a Private Placement Memorandum dated September 17, 1998 (the
"Private Placement Memorandum").
WHEREAS, the Company and the Holders desire to set forth herein certain
terms of the Warrants and the terms of the Company's obligation to register the
Common Stock purchased pursuant to the Private Placement Memorandum and the
Common Stock issuable upon exercise of the Warrants; and
WHEREAS, the Warrants to be issued pursuant to this Agreement will be
issued on the Closing Date (as such term is defined in the Private Placement
Memorandum) by the Company to the Holders in consideration for their purchase of
the Units;
NOW, THEREFORE, in consideration of the premises, the payment by the
Holder to the Company of the purchase price of the Units, the agreements herein
set forth and other good and valuable consideration, hereby acknowledged, the
parties hereto agree as follows:
1. Grant. The Holders are hereby granted the right to purchase, at any
time from November 30, 1998 until 5:30 P.M., central time, on November 30, 2001,
up to an aggregate of 1,600,000 shares of Common Stock (the "Shares") at an
initial exercise price (subject to adjustment as provided in Section 8 hereof)
of $13.75 per share of Common Stock subject to the terms and conditions of this
Agreement. Except as set forth herein, the Shares issuable upon exercise of the
Warrants are in all respects identical to the shares of Common Stock being
purchased by the Holders pursuant to the Private Placement Memorandum.
2. Warrant Certificates. The warrant certificates (the "Warrant
Certificates") delivered and to be delivered pursuant to this Agreement shall be
in the form set forth in Exhibit A, attached hereto and made a part hereof, with
such appropriate insertions, omissions, substitutions, and other variations as
required or permitted by this Agreement.
3. Exercise of Warrant. The Warrants initially are exercisable at an
aggregate initial exercise price (subject to adjustment as provided in Section 8
hereof) per share of Common Stock set forth in Section 6 hereof payable by
certified or official bank check in Clearing House funds, subject to adjustment
as provided in Section 8 hereof. Upon surrender of a Warrant Certificate with
the annexed Form of Election to Purchase duly executed, together with payment of
the Exercise Price (as hereinafter defined) for the shares of Common Stock
purchased at the Company's principal executive offices in Texas (presently
located at 3100 Jim Christian Road, Denton, Texas 76207-9987) the registered
Holder of a Warrant Certificate shall be entitled to receive a certificate or
certificates for the shares of Common Stock so purchased. The purchase rights
represented by each Warrant Certificate are exercisable at the option of the
Holder thereof, in whole or in part (but not as to fractional shares of the
Common Stock underlying the Warrants). Warrants may be exercised to purchase all
or part of the shares of Common Stock represented thereby. In the case of the
purchase of less than all the shares of Common Stock purchasable under any
Warrant Certificate, the Company shall cancel said Warrant Certificate upon the
surrender thereof and shall execute and deliver a new Warrant Certificate of
like tenor for the balance of the shares of Common Stock purchasable thereunder.
4. Issuance of Certificates. Upon the exercise of the Warrants, the
issuance of certificates for shares of Common Stock and/or other securities,
properties or rights underlying such Warrants, shall be made forthwith
<PAGE>
(and in any event within five (5) business days thereafter) without charge to
the Holder thereof including, without limitation, any tax which may be payable
in respect of the issuance thereof, and such certificates shall (subject to the
provisions of Sections 5 and 7 hereof) be issued in the name of, or in such
names as may be directed by, the Holder thereof; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issuance and delivery of any such certificates in a
name other than that of the Holder, and the Company shall not be required to
issue or deliver such certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the Company the amount of
such tax or shall have established to the satisfaction of the Company that such
tax has been paid.
The Warrant Certificates and the certificates representing the Shares
underlying the Warrants (and/or other securities, property or rights issuable
upon the exercise of the Warrants) shall be executed on behalf of the Company by
the manual or facsimile signature of the then Chairman or Vice Chairman of the
Board of Directors or President or Vice President of the Company. Warrant
Certificates shall be dated the date of execution by the Company upon initial
issuance, division, exchange, substitution or transfer.
5. Restriction On Transfer of Warrants. The Holder of a Warrant
Certificate, by its acceptance thereof, covenants and agrees that the Warrants
are being acquired as an investment and not with a view to the distribution
thereof; that the Warrants may not be sold, transferred, assigned, hypothecated
or otherwise disposed of, in whole or in part, for a period of one (1) year from
the date hereof.
6. Exercise Price.
6.1 Initial and Adjusted Exercise Price. Except as otherwise provided in
Section 8 hereof, the initial exercise price of each Warrant shall be $13.75 per
share of Common Stock. The adjusted exercise price shall be the price which
shall result from time to time from any and all adjustments of the initial
exercise price in accordance with the provisions of Section 8 hereof.
6.2 Exercise Price. The term "Exercise Price" herein shall mean the
initial exercise price or the adjusted exercise price, depending upon the
context.
7. Registration Rights.
7.1 Registration Under the Securities Act of 1933. The Company hereby
covenants to file, within 90 days of the date hereof, a Registration Statement
on Form S-3 with the Securities and Exchange Commission to register (i) the
shares of Common Stock purchased as part of the Units pursuant to the Private
Placement Memorandum and (ii) the shares of Common Stock issuable upon exercise
of the Warrants pursuant to the Securities Act of 1933, as amended. The Company
further agrees and covenants promptly to file post-effective amendments to such
Registration Statement as may be necessary in order to maintain its
effectiveness and otherwise to take such action as may be necessary to maintain
the effectiveness of the Registration Statement for one year from its
effectiveness. In the event that, for any reason, whatsoever, the Company shall
fail to maintain the effectiveness of the Registration Statement, the
certificates representing the Common Stock purchased pursuant to the Private
Placement Memorandum and Common Stock issuable upon exercise of the Warrants
shall bear the following or a similar legend:
The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended ("Act"),
and may not be offered or sold except pursuant to (i) an
effective registration statement under the Act, (ii) to the
extent applicable, Rule 144 under the Act (or any similar rule
under such Act relating to the disposition of securities), or
(iii) an opinion of counsel, if such opinion shall be reasonably
satisfactory to counsel to the issuer, that an exemption from
registration under such Act is available.
7.2 Covenants of the Company With Respect to Registration. In connection
with the registration under Section 7.1 hereof, the Company covenants and agrees
as follows:
<PAGE>
(a) The Company shall use its best efforts to file a registration
statement within ninety (90) days of receipt of the date hereof, shall use its
best efforts to have such registration statement declared effective at the
earliest possible time, shall furnish each Holder desiring to sell Common Stock
such number of prospectuses as shall reasonably be requested, and shall maintain
the effectiveness of the registration statement for one year from its effective
date.
(b) The Company shall pay all costs (excluding fees and expenses
of Holder(s)' counsel and any underwriting or selling commissions), fees and
expenses in connection with all registration statements filed pursuant to
Section 7.1 hereof including, without limitation, the Company's legal and
accounting fees, printing expenses, blue sky fees and expenses.
(c) The Company will take all necessary action which may be
required in qualifying or registering the Common Stock included in a
registration statement for offering and sale under the securities or blue sky
laws of such states as reasonably are requested by the Holder(s), provided that
the Company shall not be obligated to execute or file any general consent to
service or to qualify as a foreign corporation to do business under the laws of
any such jurisdiction.
(d) The Company shall indemnify the Holder(s) of the Warrant
Securities to be sold pursuant to any registration statement and each person, if
any, who controls such Holders within the meaning of Section 15 of the Act or
Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), against all loss, claim, damage, expense or liability (including all
expenses reasonably incurred in investigating, preparing or defending against
any claim whatsoever) to which any of them may become subject under the Act, the
Exchange Act or otherwise, arising from such registration statement.
(e) The Holder(s) of the Common Stock to be sold pursuant to the
registration statement, and their successors and assigns, shall severally, and
not jointly, indemnify the Company, its officers and directors and each person,
if any, who controls the Company within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or
liability (including all expenses reasonably incurred in investigating,
preparing or defending against any claim whatsoever) to which they may become
subject under the Act, the Exchange Act or otherwise, arising from information
furnished by or on behalf of such Holders, or their successors or assigns, for
specific inclusion in such registration statement.
(f) Nothing contained in this Agreement shall be construed as
requiring the Holder(s) to exercise their Warrants prior to the initial filing
of any registration statement or the effectiveness thereof.
(g) The Company shall be permitted to include Common Stock of
other shareholders of the Company in the registration statement filed pursuant
to Section 7.1 hereof.
8. Adjustments to Exercise Price and Number of Securities.
8.1 Subdivision and Combination. In case the Company shall at any time
subdivide or combine the outstanding shares of Common Stock, the Exercise Price
shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.
8.2 Stock Dividends and Distributions. In case the Company shall pay a
dividend in, or make a distribution of, shares of Common Stock or of the
Company's capital stock convertible into Common Stock, the Exercise Price shall
forthwith be proportionately deceased. An adjustment made pursuant to this
Section 8.2 shall be made as of the record date for the subject stock dividend
or distribution.
8.3 Adjustment in Number of Securities. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 8, the number of
shares of Common Stock issuable upon the exercise at the adjusted Exercise Price
of each Warrant shall be adjusted to the nearest full amount by multiplying a
number equal to the
<PAGE>
Exercise Price in effect immediately prior to such adjustment by the number of
shares of Common Stock issuable upon exercise of the Warrants immediately prior
to such adjustment and dividing the product so obtained by the adjusted Exercise
Price.
8.4 Definition of Common Stock. For the purpose of this Agreement, the
term "Common Stock" shall mean (i) the class of stock designated as Common Stock
in the Articles of Incorporation of the Company as may be amended as of the date
hereof, or (ii) any other class of stock resulting from successive changes or
reclassifications of such Common Stock consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value. In
the event that the Company shall after the date hereof issue securities with
greater or superior voting rights than the shares of Common Stock outstanding as
of the date hereof, the Holder, at its option, may receive upon exercise of any
Warrant either shares of Common Stock or a like number of such securities with
greater or superior voting rights.
8.5 Merger or Consolidation. In case of any consolidation of the Company
with, or merger of the Company with, or merger of the Company into, another
corporation (other than a consolidation or merger which does not result in any
reclassification or change of the outstanding Common Stock), the corporation
formed by such consolidation or merger shall execute and deliver to the Holder a
supplemental warrant agreement providing that the holder of each Warrant then
outstanding or to be outstanding shall have the right thereafter (until the
expiration of such Warrant) to receive, upon exercise of such Warrant, the kind
and amount of shares of stock and other securities and property receivable upon
such consolidation or merger, by a holder of the number of shares of Common
Stock of the Company for which such Warrant might have been exercised
immediately prior to such consolidation, merger, sale or transfer. Such
supplemental warrant agreement shall provide for adjustments which shall be
identical to the adjustments provided in Section 8. The above provision of this
subsection shall similarly apply to successive consolidations or mergers.
8.6 No Adjustment of Exercise Price in Certain Cases. No adjustment of
the Exercise Price shall be made:
(a) Upon the issuance or sale of the Warrants or the Common Stock
issuable upon the exercise of the Warrants;
(b) If the amount of said adjustment shall be less than two cents
(2(cent)) per share, provided, however, that in such case any adjustment that
would otherwise be required then to be made shall be carried forward and shall
be made at the time of and together with the next subsequent adjustment which,
together with any adjustment so carried forward, shall amount to at least two
cents (2(cent)) per share.
9. Exchange and Replacement of Warrant Certificates. Each Warrant
Certificate is exchangeable without expense, upon the surrender thereof by the
registered Holder at the principal executive office of the Company, for a new
Warrant Certificate of like tenor and date representing in the aggregate the
right to purchase the same number of shares of Common Stock in such
denominations as shall be designated by the Holder thereof at the time of such
surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of any Warrant Certificate, and, in
case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of the Warrants, if
mutilated, the Company will make and deliver a new Warrant Certificate of like
tenor, in lieu thereof.
10. Elimination of Fractional Interests. The Company shall not be
required to issue certificates representing fractions of shares of Common Stock
upon the exercise of the Warrants, nor shall it be required to issue scrip or
pay cash in lieu of fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction up to
the nearest whole number of shares of Common Stock or other securities,
properties or rights.
<PAGE>
11. Reservation and Listing of Securities. The Company shall at all
times reserve and keep available out of its authorized shares of Common Stock,
solely for the purpose of issuance upon the exercise of the Warrants, such
number of shares of Common Stock or other securities, properties or rights as
shall be issuable upon the exercise thereof. The Company covenants and agrees
that, upon exercise of the Warrants and payment of the Exercise Price therefor,
all shares of Common Stock and other securities issuable upon such exercise
shall be duly and validly issued, fully paid, non-assessable and not subject to
the preemptive rights of any stockholder. As long as the Warrants shall be
outstanding, the Company shall use its best efforts to cause all shares of
Common Stock issuable upon the exercise of the Warrants to be listed (subject to
official notice of issuance) on all securities exchanges on which the Common
Stock issued to the public in connection herewith may then be listed and/or
quoted on NNM or Nasdaq.
12. Notices to Warrant Holders. Nothing contained in this Agreement
shall be construed as conferring upon the Holders the right to vote or to
consent or to receive notice as a stockholder in respect of any meetings of
stockholders for the election of directors or any other matter, or as having any
rights whatsoever as a stockholder of the Company.
13. Notices.
All notices, requests, consents and other communications hereunder shall
be in writing and shall be deemed to have been duly made and sent when
delivered, or mailed by registered or certified mail, return receipt requested:
(a) If to the registered Holder of the Warrants, to the address
of such Holder as shown on the books of the Company; or
(b) If to the Company, to the address set forth in Section 3
hereof or to such other address as the Company may designate by notice to the
Holders.
14. Supplements and Amendments. The Company may from time to time
supplement or amend this Agreement without the approval of any Holders of
Warrant Certificates in order to cure any ambiguity, to correct or supplement
any provision contained herein which may be defective or inconsistent with any
provisions herein, or to make any other provisions in regard to matters or
questions arising hereunder which the Company may deem necessary or desirable
and which the Company deems shall not adversely affect the interests of the
Holders of Warrant Certificates.
15. Successors. All the covenants and provisions of this Agreement shall
be binding upon and inure to the benefit of the Company, the Holders and their
respective successors and assigns hereunder.
16. Termination. This Agreement shall terminate at the close of business
on November 30, 2001.
17. Governing Law; Submission to Jurisdiction. This Agreement and each
Warrant Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of Texas and for all purposes shall be construed in
accordance with the laws of said State without giving effect to the rules of
said State governing the conflicts of laws.
The Company and the Holders hereby agree that any action, proceeding or
claim against it arising out of, or relating in any way to, this Agreement shall
be brought and enforced in the courts of the State of Texas or of the United
States of America for the Northern District of Texas, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive. The Company and the
Holders hereby irrevocably waive any objection to such exclusive jurisdiction or
inconvenient forum. Any such process or summons to be served upon any of the
company and the Holders (at the option of the party bringing such action,
proceeding or claim) may be served by transmitting a copy thereof, by registered
or certified mail, return receipt requested, postage prepaid, addressed to it at
the address set forth in Section 3 hereof. Such mailing shall be deemed personal
service and shall be legal and binding upon the party so served in any action,
proceeding or claim. The Company and the Holders agree that the prevailing
<PAGE>
party(ies) in any such action or proceeding shall be entitled to recover from
the other party(ies) all of its/their reasonable legal costs and expenses
relating to such action or proceeding and/or incurred in connection with the
preparation therefor.
18. Entire Agreement; Modification. This Agreement contains the entire
understanding between the parties hereto with respect to the subject matter
hereof and may not be modified or amended except by a writing duly signed by the
party against whom enforcement of the modifications or amendment is sought.
19. Severability. If any provision of this Agreement shall be held to be
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provision of this Agreement.
20. Captions. The caption headings of the Sections of this Agreement are
for convenience of reference only and are not intended, nor should they be
construed as, a part of this Agreement and shall be given no substantive effect.
21. Benefits of this Agreement. Nothing in this Agreement shall be
construed to give to any person or corporation other than the Company and any
registered Holder(s) of the Warrant Certificates or any legal or equitable
right, remedy or claim under this Agreement; and this Agreement shall be for the
sole benefit of the Company and the registered Holders of Warrant Certificates.
22. Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and such counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.
INTERNATIONAL ISOTOPES INC.
By:__________________________________
Name: Ira Lon Morgan, Ph.D.
Title: Chairman of the Board
By:__________________________________
Name: Carl W. Seidel
Title: President and Chief
Executive Officer
HOLDERS:
-------------------------------------
Name:
-------------------------------------
Name:
<PAGE>
-------------------------------------
Name:
-------------------------------------
Name:
AUSTIN:10323.2
A-2
<PAGE>
EXHIBIT "A"
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE
EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF
SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE REGISTRATION AND WARRANT AGREEMENT REFERRED TO
HEREIN.
EXERCISABLE ON OR BEFORE
5:30 P.M., CENTRAL TIME, November 30, 2001
No. W- Warrants to Purchase
____ Shares of Common Stock
WARRANT CERTIFICATE
This Warrant Certificate certifies that ________, or registered assigns,
is the registered holder of _______ Warrants to purchase initially, at any time
from November 30, 1998 until 5:30 p.m. New York time on November 30, 2001
("Expiration Date"), up to __________ fully-paid and non-assessable shares of
common stock, $.01 par value ("Common Stock"), of INTERNATIONAL ISOTOPES INC., a
Texas corporation (the "Company"), at the initial exercise price, subject to
adjustment in certain events (the "Exercise Price"), of $13.75 per share of
Common Stock upon surrender of this Warrant Certificate and payment of the
Exercise Price at an office or agency of the Company, but subject to the
conditions set forth herein and in the Registration and Warrant Agreement dated
as of November 30, 1998 between the Company and the Holders executing such
agreement on the signature pages thereof (the "Warrant Agreement"). Payment of
the Exercise Price shall be made by certified or official bank check in New York
Clearing House funds payable to the order of the Company and by surrender of
this Warrant Certificate.
No Warrant may be exercised after 5:30 p.m., central time, on the
Expiration Date, at which time all Warrants evidenced hereby, unless exercised
prior thereto, hereby shall thereafter be void.
<PAGE>
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued pursuant to the Warrant Agreement, which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Company and the
holders (the words "holders" or "holder" meaning the registered holders or
registered holder) of the Warrants.
The Warrant Agreement provides that upon the occurrence of certain
events the Exercise Price and the type and/or number of the Company's securities
issuable thereupon may, subject to certain conditions, be adjusted. In such
event, the Company will, at the request of the holder, issue a new Warrant
Certificate evidencing the adjustment in the Exercise Price and the number
and/or type of securities issuable upon the exercise of the Warrants; provided,
however, that the failure of the Company to issue such new Warrant Certificates
shall not in any way change, alter, or otherwise impair the rights of the holder
as set forth in the Warrant Agreement.
Upon due presentment for registration of transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided herein and in the Warrant
Agreement, without any charge except for any tax or other governmental charge
imposed in connection with such transfer.
Upon the exercise of less than all of the Warrants evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new
Warrant Certificate representing such number of unexercised Warrants.
The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any negotiation
of ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
All terms used in this Warrant Certificate which are defined in the
Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.
Dated as of November 30, 1998
INTERNATIONAL ISOTOPES INC
By:___________________________
Name: Ira Lon Morgan, Ph.D.
Title: Chairman of the Board
A-2
<PAGE>
[FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3]
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase:
__________ Shares of Common Stock;
and herewith tenders in payment for such securities a certified or
official bank check payable in New York Clearing House Funds to the order
of International Isotopes Inc. in the amount of $______________, all in
accordance with the terms of Section 3 of the Warrant Agreement dated as
of November 30, 1998 between International Isotopes Inc. and the Holders
executing such agreement. The undersigned requests that a certificate for
such securities be registered the name of __________________ whose
address is _______________ and that such Certificate be delivered to
[ ] _______________ whose address is _____________________.
Dated: Signature_____________________________________
(Signature must conform in all respects to name of
holder as specified on the face of the Warrant Certificate.)
-------------------------------------------
(Insert Social Security or Other Identifying Number of holder)
<PAGE>
[FORM OF ASSIGNMENT]
(To be executed by the registered holder if such holder
desires to transfer the Warrant Certificate.)
FOR VALUE RECEIVED ____________________ hereby sells, assigns and transfers unto
- --------------------------------------------------------------------------------
(Please print name and address of transferee)
this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint _______ Attorney, to transfer
the within Warrant Certificate on the books of the within-named Company, with
full power of substitution.
Dated: Signature_____________________________________
(Signature must conform in all respects to name of
holder as specified on the face of the Warrant Certificate.)
-------------------------------------------
(Insert Social Security or Other Identifying Number of Assignee)
A-4
AUSTIN:10323.2
Exhibit 9.2
I(3) Contacts: Media Contacts:
Carl W. Seidel, President and CEO or Douglas MacDougall or
Dr. Ira Lon Morgan, Chairman Kari Lampka
International Isotopes Inc Feinstein Kean Partners Inc.
(940) 484-9492 (617) 577-8110
www.radio-isotopes.com www.fkpi.com
www.nuclear-medicine.com
For Immediate Release:
International Isotopes RAISES OVER $10 MILLION FROM
PRIVATE PLACEMENT
-Principle Investors Include Company Management and Directors-
Denton, TX, December 15, 1998 - International Isotopes Inc (Nasdaq: INIS, BSE:
ITL) (1), a contract manufacturer of finished radiopharmaceuticals, producer of
radioisotopes, pharmaceutical grade radiochemicals and medical devices, today
announced that the Company has raised gross proceeds in excess of $10,000,000 in
a private placement of Common Stock and Warrants. Principle investors included
Company management, Directors, several current shareholders and three investment
institutions.
"This funding, together with the proceeds of the recent refinancing on our
facilities, will be used to complete the final installation and testing of the
70MeV LINAC and 42 MeV Cyclotron," stated Dr. Ira Lon Morgan, Chairman and
Treasurer of International Isotopes Inc. "The funds will also finance the
production of radioisotopes, radiochemicals, medical devices and the continued
expansion of our finished radiopharmaceutical and radiochemistry capabilities."
In the transaction, the Company sold over 50 Units at a price of $200,000 per
Unit. Each Unit consisted of 16,000 shares of Common Stock and 16,000 three-year
Warrants. Each Warrant entitles the holder the right to purchase one share of
Common Stock at $13.75 per share. After this transaction, the Company will have
approximately 7,427,000 shares of Common Stock issued and outstanding. The
transaction was managed by the Company and Keane Securities Co., Inc.
International Isotopes Inc, headquartered in Denton, Texas, is initiating
operations to be the premier supplier of finished radiopharmaceuticals,
pharmaceutical grade radiochemicals, radioisotopes and brachytherapy devices
used in nuclear medicine for diagnostics and therapeutic treatment of cancer and
other diseases. The Company and its internationally recognized management team
are also developing products for radiation therapy and medical imaging.
International Isotopes Safe Harbor Statement:
Statements in this press release may constitute forward-looking statements and
are subject to numerous risks and uncertainties, including the Company's ability
to meet
A-5
<PAGE>
time schedules set forth in the prospectus, the development of competitive
products by others and other risks detailed from time to time in the Company's
filings with the Securities and Exchange Commission. The Company disclaims any
obligation to update statements in this press release.
