Item 1.01. Entry into a Material Definitive Agreement.

The information in Item 3.02 below is incorporated by reference in this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


            Off-Balance Sheet Arrangement or a Registrant.



The information in Item 3.02 below is incorporated by reference in this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

On December 30, 2019, International Isotopes Inc. (the "Company") entered into a promissory note agreement with a group of individuals, including Christopher Grosso, a director of the Company, Steve Laflin, the Chief Executive Officer and a director of the Company, and two significant stockholders of the Company, pursuant to which the Company borrowed $1,000,000 (the "Promissory Note"). The Promissory Note bears interest at 4% per annum, payable at maturity, and matures on December 31, 2022. The Promissory Note contains customary terms and covenants, including events of default for non-payment of the Promissory Note. The Promissory Note is secured by certain assets of the Company.

In connection with the Promissory Note, the lenders were issued Class O warrants to purchase an aggregate of 30,000,000 shares of the Company's common stock, at an exercise price of $0.045 per share. The Class O warrants are immediately exercisable and expire on December 30, 2024. The Class O warrants were issued pursuant to the exemptions from registration under Section 4(a)(2) and Regulation D of the Securities Act of 1933, as amended.



















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