Item 1.01.

Entry into a Material Definitive Agreement.

On February 17, 2017, International Isotopes Inc. (the “Company”) entered into subscription agreements with certain investors, including two of the Company’s directors (the “Investors”), for the sale of (i) an aggregate of 3,433 shares of the Company’s Series C Convertible Redeemable Preferred Stock , par value $0.01 per share (the “Series C Preferred Stock”) and (ii) Class M warrants to purchase an aggregate of 17,165,000 shares of the Company’s common stock (the “Class M Warrants”), for gross proceeds of approximately $3.4 million (the “Private Placement”).  The Series C Preferred Stock and the Class M Warrants were offered and sold in a private placement transaction exempt from registration under Section 4(a)(2) and Regulation D of the Securities Act of 1933, as amended (the “Securities Act”).  Each Investor represented that it was an accredit investor within the meaning of the Securities Act and had reviewed all information about the Company necessary to make an informed investment decision.

On February 17, 2017, the Company filed a Statement of Designation for the Series C Preferred Stock (the “Statement of Designation”) with the Secretary of State of the State of Texas, which sets forth the terms of the Series C Preferred Stock.  The Series C Preferred Stock accrues dividends at a rate of 6% per annum, payable annually on February 17 of each year, commencing on February 17, 2018.  The Series C Preferred Stock are convertible at the option of the Investors at any time into shares of the Company's common stock at an initial conversion price equal to $0.10 per share, subject to adjustment as set forth in the Statement of Designation.  At any time after February 17, 2019, if the volume-weighted average closing price of the Company’s common stock over a period of 90 consecutive trading days is greater than $0.25 per share, the Company may redeem all or any portion of the outstanding Series C Preferred Stock at the original purchase price per share plus any accrued and unpaid dividends, payable in shares of common stock.  All outstanding shares of Series C Preferred Stock will be redeemed by the Company on February 17, 2022 at the original purchase price per share, payable in cash or shares of common stock, at the option of the holder.  Holders of Series C Preferred Stock do not have any voting rights, except as required by law and in connection with certain events as set forth in the Statement of Designation.

The Class M Warrants are immediately exercisable at an exercise price of $0.12 per share, subject to adjustment as set forth in the warrant, and have a term of five years.

In connection with the Private Placement, the Company and the Investors also entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to provide certain piggyback registration rights with respect to the underlying common stock to be issued pursuant to the terms of the Series C Preferred Stock and upon exercise of the Class M Warrants. The Registration Rights Agreement contains customary indemnification and contribution provisions.

The foregoing descriptions of the Statement of Designation, the Class M Warrants and the Registration Rights Agreement do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the documents which are attached hereto as Exhibits 3.1, 4.1 and 10.1, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 3.02.

Unregistered Sales of Equity Securities.

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

Item 5.03.

Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information in Item 1.01 is incorporated by reference in this Item 5.03.

Item 9.01.

Financial Statements and Exhibits.

(d)  Exhibits.

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.

EXHIBIT INDEX