Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 24, 2018, International Isotopes Inc. (the “Company”) held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”), at which the Company’s shareholders approved an amendment and restatement of the International Isotopes Inc. 2015 Incentive Plan (the “2015 Plan”).  The 2015 Plan was amended solely to increase the number of shares authorized for issuance under the 2015 Plan by an additional 20,000,000 shares.  The amendment and restatement of the 2015 Plan became effective immediately upon shareholder approval at the Annual Meeting.

A summary of the material terms of the 2015 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2018 (the “Proxy Statement”).  The forgoing summaries of the 2015 Plan set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2015 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On July 24, 2018, the Company held the Annual Meeting at the Company’s headquarters in Idaho Falls, Idaho.  At the Annual Meeting, there were 348,805,964 shares of the Company’s common stock represented to vote either in person or by proxy, or approximately 84.7% of the outstanding shares of common stock, which represented a quorum.  The final results of voting for each matter submitted to a vote of the shareholders at the Annual Meeting are as follows:

1.

Steve T. Laflin, Christopher Grosso and Robert Atcher were elected as directors of the Company, each to serve a one-year term or until his respective successor has been duly elected and qualified.  The voting for each director was as follows:

2.

Eide Bailly LLP was ratified as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, by the following vote:

3.

The proposal regarding the advisory vote to approve the compensation of the Company’s named executive officers was approved based on the following votes:

4.

The proposal regarding the approval of the amendment and restatement of the International Isotopes Inc. 2015 Incentive Plan was approved based on the following votes:

5.

The proposal regarding the approval of an amendment to our Restated Certificate of Formation, as amended, to effect a reverse stock split of the outstanding shares of the Company’s common stock by a ratio of not less than 1-for-20 and not more than 1-for-150 at any time, with the exact ratio to be set at a whole number within this range by the Board of Directors in its sole discretion, was approved based on the following votes:

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.