Ionetix Corp / DE / 8-K

What Happened
Ionetix Corporation filed an 8-K reporting board changes and governance updates. On May 15, 2026, director David Landskowsky resigned effective May 15, 2026. The board increased from four to five members and appointed Michael Tarnok (appointed May 15, effective May 18, 2026) as a Class II director and CEO Kevin Cameron as a Class III director (appointed May 15, 2026). The filing notes these board terms are tied to the timing of the previously disclosed reverse triangular "Merger" (Agreement & Plan of Merger dated April 9, 2026). The board also ratified the Audit, Compensation, and Nominating & Governance Committees and adopted written charters.

Key Details

• Resignation: David Landskowsky resigned from the board effective May 15, 2026; resignation was not due to any disagreement with the company.
• Appointments: Michael Tarnok (Class II, term ends at the second annual meeting after the Merger) and Kevin Cameron (Class III, term ends at the third annual meeting after the Merger). Board size increased from 4 to 5.
• Committees: Audit Committee (Gregory Martin chair, members Gregory Martin, Michael Tarnok, Michael Stewart); Compensation Committee (Douglas Boothe chair, members Gregory Martin, Douglas Boothe, Michael Tarnok); Nominating & Governance Committee (Michael Stewart chair, members Gregory Martin, Michael Tarnok, Michael Stewart). Charters attached as Exhibits 99.1–99.3.
• Transfer agent change: Effective April 28, 2026, VStock Transfer was replaced by Odyssey Transfer and Trust Company as exchange agent, transfer agent, and registrar.

Why It Matters
These changes put Ionetix’s CEO directly on the board and establish a classified board and formal committee structure, which affects corporate governance and oversight as the company integrates the recently completed Merger. For investors, the transfer agent change may affect shareholder recordkeeping and stockholder communications, while the new board composition and adopted charters clarify who oversees audit, compensation, and governance matters going forward. The filing contains no reported disagreements with management and notes standard indemnification agreements for new directors.