Ionetix registers securities for sale

Cover page 9 changes

Registration Number 333-

As filed with the Securities and Exchange Commission on August 7, October 30, 2026

Registration No. 333-298160

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Securities Act. ☐

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SUBJECT TO COMPLETION, DATED AUGUST 7, OCTOBER 30, 2026

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This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 114,575,962 shares of common stock, par value $0.0001 per share, of Ionetix Corporation (the "Company"), which includes: (i) 10,962,268 shares of our common stock issued in a private placement offering on April 9, 2026 and June 1, 2026 to accredited investors (the "Private Placement"); (ii) 277,696 shares of our common stock issued to Eli Lilly and Company pursuant to a termination agreement (the "Additional Shares"); (iii) an aggregate of 876,983 shares of our common stock issuable upon exercise of the warrants issued to the U.S. registered broker-dealers in connection with the Private Placement (the "Placement Agent Warrants"); (iv) 7,403,263 shares of our common stock issuable upon exercise of the warrants of the Company that were assumed by the Company in connection with the Merger in exchange for outstanding warrants for shares of common and preferred stock of Ionetix Radioisotopes, Inc., a privately held Delaware corporation (formerly known as Ionetix Corporation) ("Ionetix"); (v) 89,905,177 shares of our common stock privately issued to the selling stockholders on April 9, 2026 in exchange for the capital stock of the Company Ionetix in connection with the closing of the merger between us and Ionetix (the "Merger" and such shares, the "Merger Shares"); (vi) 750,575 shares of our common stock issued upon exercise of warrants and stock options following the closing of the Merger; and (vii) 4,400,000 shares of our common stock held by the stockholders of JDEV Acquisition Corp. ("JDEV"), our predecessor, prior to the Merger.

We will not receive any proceeds from the sale of the shares of common stock by the selling stockholders. The selling stockholders may sell the shares of common stock offered by this prospectus from time to time through the means described in this prospectus under the caption " Plan of Distribution ." For a list of the selling stockholders, see the section entitled " Selling Stockholders " on page 86 85 of this prospectus. We have borne and will continue to bear the costs relating to the registration of these shares.

There is not currently, and there has never been, any established public trading market for any of our securities. The common stock is not currently eligible for trading on any national securities exchange, including The Nasdaq Stock Market, LLC, or any over-the-counter markets, including the OTC Markets-OTCQB tier (the "OTCQB"). In connection with this offering, we intend to have a registered broker-dealer apply to have the common stock quoted on the OTCQB or another OTC system. We cannot assure you that the common stock will become eligible for trading on any exchange or market. Until such time as the common stock is quoted on the OTCQB or another public trading market otherwise develops, the OTCQX tier of OTC Markets (the "OTCQX") or listed on a national securities exchange, the selling stockholders identified herein may only sell their shares of common stock pursuant to this prospectus at a fixed price of $3.00 per share, the price per share in the offering discussed above, for a total offering amount of $343,727,889. $343,727,886. At and after such time, the selling stockholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices. For more information about how the selling stockholders identified herein may sell shares of our common stock, see the section titled " Shares Eligible for Future Sale Plan of Distribution " herein.

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DESCRIPTION OF OUR BUSINESS 47 46

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This prospectus, including the sections entitled " Risk Factors ," " Management's Discussion and Analysis of Financial Condition and Results of Operations " and " Description of Our Business ," includes forward-looking statements. within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements relate to, among others, our plans, objectives and expectations for our business, operations and financial performance and condition, and can be identified by terminology such as "may," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "will," "could," "project," "target," "potential," "continue" and similar expressions that do not relate solely to historical matters. Forward-looking statements are based on management's beliefs and assumptions and on information currently available to management. Although we believe that the expectations reflected in forward-looking statements are reasonable, such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements.

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● our intended use of proceeds from the Private Placement; and

● other risks and uncertainties, including those discussed in the section titled " Risk Factors ."

● the development of an active trading market for our common stock and the potential volatility of the market price of our securities; and ● other risks and uncertainties, including those discussed in the section titled " Risk Factors ."

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Prospectus summary 27 changes

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All references to "Ionetix" refer to Ionetix Radioisotopes, Inc. (formerly known as Ionetix Corporation), a privately held Delaware corporation and our direct, wholly owned subsidiary. Ionetix is also referred to as "Legacy Ionetix" when describing the period before the Merger. Unless otherwise stated or the context otherwise indicates, references to the "Company," "we," "our," "us" or similar terms refer to Ionetix Corporation (formerly named JDEV Acquisition Corp.) together with its wholly owned subsidiary, Ionetix Radioisotopes, Inc. Ionetix holds all material assets and conducts all business activities and operations of Ionetix Corporation.

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Our superconducting cyclotron technology enables the design of cyclotrons with a much smaller footprint than conventional cyclotrons. We expect this smaller footprint to allow for faster and more cost-effective deployments, with less need for radiation shielding and physical support. Importantly, our superconducting cyclotrons are cryogen-free, meaning they do not require liquid helium to achieve superconductivity. As a result, we believe they are more energy efficient than traditional cyclotrons. We produce otherwise hard-to-obtain isotopes using a combination of our proprietary cyclotron technology and materials and technology sourced from third parties.

Ionetix has developed proprietary expertise in the manufacture of radioactive isotopes for medical and industrial applications, particularly know-how related to cyclotron and magnet modeling, system cooling, radiation safety analysis, radiochemistry expertise, and systems engineering. We apply our expertise to superconducting cyclotron technology, which enables the design of cyclotrons with a much smaller footprint than conventional cyclotrons. We expect our know-how and this smaller footprint to allow for faster and more cost-effective deployments, with a smaller cyclotron vault and reduced operating costs. Because the superconducting magnet in our cyclotrons has no electrical resistance once it reaches its operating temperature, it does not require the continuous electrical power needed to energize the magnet of a conventional cyclotron, which we expect to reduce our energy costs. Our superconducting cyclotrons are also cryogen-free, meaning they do not require liquid helium to achieve superconductivity. As a result, unlike superconducting magnets that are cooled by a bath of liquid helium, such as those typically used in magnetic resonance imaging machines, our cyclotrons do not require a supply of liquid helium or the venting systems needed to safely release helium gas if such a magnet loses its superconductivity. Other companies also manufacture superconducting cyclotrons, and we believe our approach differs from theirs principally in our proprietary know-how, including with respect to system cooling and magnetic modeling.

We currently use our superconducting cyclotrons to produce Ammonia N-13 ("N-13") at our nine production sites, and we produce actinium-225 ("Ac-225") using a cyclotron that we purchased from a third-party manufacturer.

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In diagnostics, we currently focus on producing isotopes for Positron Emission Tomography ("PET") diagnostic imaging. Such isotopes include Fluorine-18 ("F-18"), Gallium-68 ("Ga-68") and Ammonia N-13, ("N-13"), for which we hold an Abbreviated New Drug Application ("ANDA") from the Food and Drug Administration ("FDA"). We also hold approval under an ANDA for Ga-68 Gozetotide, a PET diagnostic drug for imaging metastatic prostate cancer, which we intend to offer in the future. These isotopes are used to diagnose a variety of medical conditions, including coronary artery disease and prostate cancer. We have a hybrid business model: we currently sell doses of N-13 Ammonia, on a per-dose basis, but we may in the future manufacture other isotopes or PET drugs for third parties.

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In therapeutics, we produce alpha-emitting isotopes such as actinium-225 Ac-225 and astatine-211 ("At-211") for use in oncology therapeutics. Alpha-emitters have a high linear energy transfer, delivering intense radiation over a very short pathway of two to three cells. This results in the ability to irradiate tumors with high radiation doses, causing double-DNA strand breakage, with less off-tumor damage than other forms of radiation therapy (such as external beam radiation therapy). The only approved alpha-emitting cancer therapy today is Xofigo, but there are a growing number of clinical trials underway for drugs that use alpha emitters. These alpha-emitting cancer therapies are being developed as next generation therapies after beta-emitting cancer therapies such as Pluvicto and Lutathera, which have had commercial success treating prostate cancer and certain gastroenteropancreatic neuroendocrine tumors, respectively.

In the past, we have generated revenue through cyclotron sales, but we do not intend to pursue such sales in the future.

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Generally, our customers sign contracts that specify price and delivery terms, and then issue purchase orders for unit doses of these isotopes based on their needs. Accordingly, for N-13, we install a cyclotron and related equipment at the hospital or outpatient imaging center and deliver doses on demand. We charge on a per-dose basis, with the typical clinical protocol requiring one dose for a baseline rest PET scan and another for a stress hyperemic cardiac perfusion scan. Both scans are required to detect coronary artery disease. Other PET isotopes have differing protocols, with most requiring only one dose per procedure (such as for prostate-specific membrane antigen ("PSMA")).

While we do not currently generate any revenue from Ga-68 Gozetotide, we plan to offer it to high volume users and in markets where PSMA diagnostics are currently supply-constrained. Similar to our N-13 model, we anticipate we will install the required equipment and charge the hospital or outpatient imaging center on a per-dose basis. We received FDA approval for our ANDA application for Ga-68 Gozetotide on May 15, 2026. Each PET manufacturing site from which we offer Ga-68 Gozetotide must be separately qualified by the FDA to offer that specific product, a process which can take as much as a year (or more).

For Ac-225, which has a half-life of nearly 10 days, we ship globally from our facility in Lansing, Michigan, USA. To date we have shipped material within the United States, as well as to Canada, Norway, Belgium and China. While We have produced At-211 in the past, we do not currently do so but anticipate beginning began small-scale commercial production shipments of At-211 in September 2026. At-211 has a 7.2 hour half-life and thus cannot easily be distributed outside North America.

We seek to use our proprietary cyclotron designs to provide high-value radioisotopes and solutions for medical and industrial purposes. Our cyclotron platform can produce several different isotopes that are currently in short supply. We currently seek to provide these isotopes to our healthcare customers to perform imaging procedures (in the case of PET imaging isotopes) or to pursue drug development (in the case of therapeutic isotopes). We are also in early stages of exploring other potential applications for our proprietary superconducting cyclotron technology, including to remediate nuclear waste while simultaneously generating power, to sterilize medical instruments and devices, to test equipment destined to be exposed to high radiation loads (e.g. materials proposed for use in fusion reactors or sent into space), and to serve as a light source for next-generation lithography machines.

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● If we incur indebtedness under existing or future credit facilities, the associated covenants and repayment obligations could restrict our operations and adversely affect our financial condition.

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● Changes in laws, regulations, or regulatory interpretation could limit our markets, increase our costs or restrict our operations.

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On April 9, 2026, JDEV, (as defined below), JDEV Merger Subsidiary, a corporation formed in the State of Delaware on April 9, 2026 ("Merger Sub"), and Ionetix entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, on April 9, 2026 (the "Closing Date"), Merger Sub merged with and into Ionetix, with Ionetix continuing as the surviving corporation and our wholly owned subsidiary.

As a result of the Merger, we acquired the business of Ionetix, which develops proprietary superconducting cyclotron technology for use, among other things, to produce medical and industrial isotopes in a smaller, more cost-effective footprint than conventional cyclotrons. See " Description of Our Business " below. At the time the certificate of merger reflecting the Merger was filed with the Secretary of State of the State of Delaware (the "Effective Time"), each share of (i) common stock of Ionetix (the "Ionetix Common Shares") and (ii) each class of Series Preferred Stock of Ionetix (the "Ionetix Preferred Shares") issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive such number of shares of our common stock as is equal to the number of such shares multiplied by 0.5014 (the "Conversion Ratio"), rounded to the nearest whole share, with any fraction greater than or equal to five tenths (.5) of a share being rounded up to the nearest whole share. (the "Merger Shares").

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In addition, pursuant to the Merger Agreement, (i) all options to purchase Ionetix Common Shares outstanding immediately prior to the Effective Time under Ionetix's equity incentive plan(s) (the "Ionetix Equity Plans") were assumed by us and converted into options to purchase 6,935,626 6,935,631 shares of our common stock, with the number of shares and exercise price per share adjusted by the Conversion Ratio, and (ii) all warrants to purchase Ionetix Common Shares or Ionetix Preferred Shares outstanding immediately prior to the Effective Time were assumed by us and converted into warrants to purchase 8,152,333 8,152,334 shares of our common stock, with the number of shares and exercise price per share adjusted by the Conversion Ratio.

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As a condition to the Merger, on the Closing Date, we entered into indemnity agreements with our former officers and directors, (the "Pre-Merger Indemnity Agreements"), pursuant to which we agreed to indemnify such former officers and directors for actions taken by them in their official capacities relating to the consideration, approval and consummation of the Merger and certain related transactions.

The Merger was treated as a recapitalization and reverse acquisition of us for financial reporting purposes. Ionetix is considered the acquirer for accounting purposes, and our historical financial statements before the Merger will be have been replaced with the historical financial statements of Ionetix before the Merger in future our filings with the SEC beginning with our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. The Merger is intended to be treated as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").

The issuance of securities pursuant to the Share Conversion was not registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering, and Rule 506(b) of Regulation D promulgated by the SEC thereunder. These securities may not be offered or sold in the U.S. absent registration or an applicable exemption from the registration requirements.

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Contemporaneously with the Merger, on the Closing Date, and subsequently on June 1, 2026, we sold 10,777,268 shares and 185,000 shares, respectively, of our common stock in a private placement offering pursuant to the subscription agreements by and between the Company and the purchasers of common stock (the "Subscription Agreements") at a purchase price of $3.00 per share. (the "Offering Price"). The private placement offering is referred to herein as the "Private Placement."

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October 2026 Private Placement

On October 26, 2026, we issued and sold an aggregate of 212,121 shares of our common stock in a private placement (the "October 2026 Private Placement") to accredited investors at a purchase price of $3.30 per share, for aggregate gross proceeds of $0.7 million, before deducting placement agent fees and expenses. In connection with the October 2026 Private Placement, we expect to enter into a registration rights agreement with the purchasers providing registration rights substantially the same as those granted to the purchasers in the Private Placement, pursuant to which we will agree to file a separate registration statement on Form S-1 to register the resale of such shares and the shares issuable upon exercise of the related placement agent warrants. See " Description of the Merger, the Private Placement, and Related Transactions—October 2026 Private Placement Registration Rights ."

Implications of Being an Emerging Growth Company and a Smaller Reporting Company As a company with less than $1.07 $1.235 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act. An emerging growth company may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

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● not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act"), on the effectiveness of our internal controls over financial reporting;

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We may use these provisions until the last day of our fiscal year in which the fifth anniversary of the first sale of our common stock pursuant to an effective registration statement occurs. However, if certain events occur prior to the end of such five-year period, including if we become a "large accelerated filer," our annual gross revenues exceed $1.07 $1.235 billion or we issue more than $1.00 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.

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We were incorporated as JDEV Acquisition Corp. ("JDEV") in the State of Nevada on November 26, 2025. On April 8, 2026, following approval by our board of directors (the "Board") and all of our pre-Merger stockholders, we redomiciled to Delaware. On April 9, 2026, JDEV Merger Sub merged with and into Ionetix. Following the Merger, Ionetix was the surviving entity and became our wholly owned subsidiary, and all of the outstanding stock of Ionetix was converted into shares of our common stock. The business of Ionetix became our business as a result of the Merger. Following the consummation of the Merger, Ionetix changed its name to "Ionetix Radioisotopes, Inc." Immediately after completion of the Merger, we changed our name to "Ionetix Corporation".

Prior to the Merger, JDEV was a "shell" company registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with no specific business plan or purpose until it began operating the business of Ionetix following the closing of the Merger.

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The offering 8 changes

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Common stock outstanding 106,295,716 106,313,117 shares

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Offering price The selling stockholders may only sell their shares of common stock pursuant to this prospectus at a fixed price of $3.00 per share until such time as our common stock is quoted on the OTCQB or another public trading market for the common stock otherwise develops. OTCQX or listed on a national securities exchange. At and after such time, the selling stockholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices.

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The number of shares of common stock outstanding is based on an aggregate of 106,295,716 106,313,117 shares outstanding as of July 31, September 30, 2026 but excludes:

● 6,935,626 6,742,311 shares of common stock issuable upon the exercise of stock options outstanding that were under the 2026 EIP (as defined below), consisting of 6,453,911 shares subject to options originally granted by Ionetix and assumed by us under the 2026 EIP (as defined below) in connection with the Merger and 288,400 shares subject to options granted under the 2026 EIP between June 1, 2026 and September 30, 2026, with a weighted-average exercise price of $0.72; $0.83;

● 4,332,900 shares of common stock issuable upon the exercise of stock options granted under the 2026 EIP after September 30, 2026, with an exercise price of $3.00 per share;

● 45,000 shares of common stock issuable upon the settlement of restricted stock units granted under the 2026 EIP after September 30, 2026;

● 212,121 shares of our common stock issued after September 30, 2026 in the October 2026 Private Placement at a purchase price of $3.30 per share and 16,970 shares of our common stock issuable upon exercise of the warrants to be issued to the placement agent in connection with the October 2026 Private Placement, with an exercise price of $3.30 per share;

● outstanding warrants to purchase an aggregate of 8,280,246 shares of our common stock, with a weighted-average exercise price of $1.67 per share; and ● 5,346,080 796,515 shares of our common stock reserved for future issuances of incentive awards under the 2026 EIP.

Risk factors 40 changes

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● Our auditor has issued a "going concern" opinion.

● Our auditor's report includes a "going concern" explanatory paragraph.

● If we incur indebtedness under existing or future credit facilities, the associated covenants and repayment obligations could restrict our operations and adversely affect our financial condition.

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● Changes in laws, regulations, or regulatory interpretation could limit our markets, increase our costs or restrict our operations.

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If our operations continue to grow, of which there can be no assurance, we will need to continue to expand our sales and marketing, research and development, commercial strategy, permitting and licensing, products and services, and manufacturing, supply, and operations functions. These efforts will require us to invest significant financial and other resources. There is no guarantee that we will be able to scale our business as currently planned or within the planned timeframe. The continued expansion of our business may in the future require additional operational facilities, as well as space for administrative support, and there is no guarantee that we will be able to find suitable locations for such facilities if needed. Our continued growth could increase the strain on our resources, and we could experience operating difficulties, including difficulties in hiring and training employees, delays in production, challenges in scaling-up operations, and difficulty sourcing adequate raw materials, such as the radium-226 ("Ra-226") we use to produce Ac-225. These difficulties may divert the attention of management and key employees and impact financial and operational results. If we are unable to drive commensurate growth, these costs could result in decreased margins, which could have a material adverse effect on our business, financial condition, and results of operations.

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Our recurring losses from operations and financial condition raise substantial doubt about our ability to continue as a going concern. In our consolidated financial statements for the years ended December 31, 2025 and 2024, we concluded that our recurring losses from operations and need for additional financing to fund future operations raise substantial doubt about our ability to continue as a going concern. Similarly, our independent registered public accounting firm included an explanatory paragraph in its report on our consolidated financial statements for the year ended December 31, 2025 with respect to this uncertainty. Our unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2026 also disclose that these conditions raise substantial doubt about our ability to continue as a going concern within one year after the date those financial statements were issued. Our ability to continue as a going concern will require us to obtain additional funding. If we are unable to obtain sufficient funding, our business, prospects, financial condition and results of operations will be materially and adversely affected, and we may be unable to continue as a going concern. If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, limit, reduce or terminate our product development or future commercialization efforts of for one or more of our product candidates, products, or may be forced to reduce or terminate our operations. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our audited financial statements, and it is likely that investors will lose all or part of their investment. If we seek additional financing to fund our business activities in the future and there remains substantial doubt about our ability to continue as a going concern, investors and other financing sources may be unwilling to provide additional funding to it us on commercially reasonable terms, if at all.

If we incur indebtedness under existing or future credit facilities, the associated covenants and repayment obligations could restrict our operations and adversely affect our financial condition.

We do not currently have and any outstanding borrowings, but we may in the future may obtain credit facilities or other forms of indebtedness to finance our operations, capital expenditures, or strategic initiatives. Any such indebtedness may be secured by substantially all of our assets and subject us to operating and financial covenants, including requirements to maintain certain financial ratios or to comply with other obligations that may limit our operational flexibility. If we breach any of these covenants or are otherwise unable to comply with the terms of our debt instruments, the lenders could declare a default, accelerate repayment of outstanding amounts, foreclose on collateral, or exercise other remedies, which could, in turn, force us to curtail or cease operations, sell assets on unfavorable terms, or seek additional capital on terms that may be dilutive or otherwise disadvantageous to our stockholders. Even if we remain in compliance, servicing debt may limit the cash flow available for other purposes, including funding our research and development, capital expenditures, and working capital needs.

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In the market for PET diagnostic isotopes, commercial providers of PET radiopharmaceuticals in the United States include PETNET Solutions Inc. (a wholly owned subsidiary of Siemens Healthineers), Cardinal Health, Pharmalogic Holdings Corp., Sofie Biosciences, and Jubilant Radiopharma, among others. Hospitals and research institutions with significant programs — including Memorial Sloan Kettering, Stanford University, the Mayo Clinic, and the University of California San Francisco — may also produce PET isotopes internally for their own use, further reducing the addressable market for commercial suppliers. For our N-13 ammonia product specifically, we face competition from providers of Rubidium-82 ("Rb-82"), a competing cardiac perfusion imaging agent manufactured commercially by Bracco and Jubilant Radiopharma. For Ga-68 Gozetotide, competitors include Novartis and Telix Pharmaceuticals. For PSMA PET diagnostics, several companies — including Telix Pharmaceuticals, Lantheus, Novartis, and Blue Earth Diagnostics (a Bracco company) — have received FDA approvals for competing PSMA PET diagnostic products. Competitors could also file Abbreviated New Drug Applications ANDAs for N-13 ammonia, Ga-68 Gozetotide or other PET drugs for which we hold ANDAs, which could intensify competition and put downward pressure on pricing for those products. Because PET isotopes have relatively short half-lives and can generally be distributed within a metropolitan area from a single production site, the PET isotope market is inherently localized, which means competition in any given geography can be concentrated and intense.

In the market for therapeutic alpha-emitting isotopes, we face competition from both domestic and international producers of Ac-225 and At-211. In the United States, Ac-225 has historically been supplied through the U.S. Department of Energy ("DoE") and companies obtaining isotopes from the DoE, including TerraPower and Cardinal Health, though that supply is constrained by the DoE's finite inventory of Thorium-229 ("Th-229"). Other domestic commercial producers of Ac-225 include Niowave, SpectronRx, and Northstar IsotopesMedical Medical Radioisotopes. In Europe, PanTera in Belgium and AlfaRim in the Netherlands, as well as ITM Radiopharma and Eckert & Ziegler in Germany, have also announced plans to produce Ac-225, which could result in increased global supply and competitive pressure on pricing or market share. For At-211, while there is we are currently no the only commercial supplier in the United States, Nusano has announced plans to enter the U.S. At-211 market and Telix Pharmaceuticals has announced plans, together with Ekalia (a joint venture of IBA and Framatome), to establish U.S. At-211 production capacity that is expected to also support third-party programs, and internationally, commercial At-211 is already available in Denmark, Germany, France, and Japan, and IBA have has announced production plans for Europe. As domestic and international commercial production of At-211 matures, we may face significant competition that could reduce our ability to capture, or retain, the market share that we are currently seeking to establish.

Our competitive position is based in part on our proprietary superconducting cyclotron technology, which allows for a smaller production footprint and potentially faster, more cost-effective deployment compared to conventional cyclotron technologies. However, our cyclotrons generally produce less activity per hour than certain conventional cyclotrons, such as certain cyclotrons manufactured by GE Healthcare, which we believe limits their suitability for serving remote sites requiring large quantities of activity. If competitors develop or deploy technologies that are more productive, more cost-efficient, or more broadly deployable than ours, or if they are able to produce isotopes at lower cost or in greater volume, our competitive advantages could be diminished or eliminated. Additionally, our primary patent covering our superconducting cyclotron technology is set to expire in 2031, which could permit competitors to use similar technology thereafter and could further erode our competitive position. In addition, we do not have exclusive rights to superconducting cyclotron technology generally, and other companies, including IBA, manufacture superconducting cyclotrons. The cyclotron we use to produce Ac-225 is not a superconducting cyclotron and was purchased from a third-party manufacturer, and comparable systems are commercially available to our competitors. As a result, our competitive position in the production of Ac-225 depends significantly on our know-how, including with respect to beam transport, target design and radiation safety, rather than on the cyclotron itself.

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Our business model depends on reliable access to key raw materials such as Ra-226. We currently purchase Ra-226 outright, but also obtain it pursuant to tiered royalty arrangements with from a third-party supplier where the contract is for pursuant to a tiered revenue-sharing arrangement under an agreement that has an initial term of three years with option to renew and may be renewed annually by mutual agreement. Global supply of Ra-226 is limited and concentrated among a small number of suppliers, and there is no well-established commercial market or spot pricing for this material. These materials can be difficult and costly to procure, are subject to long lead times and regulatory and safety requirements, and, in some cases, are not widely available.

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In addition, a significant portion of our revenues and accounts receivable are concentrated in a small number of customers. For the year ended December 31, 2025, five customers accounted for 99% of our total revenue, with our largest customer representing 29% of our total revenue, while for the year ended December 31, 2024, four customers accounted for 98% of our revenues, with our largest customer, which was a different customer than our largest customer in 2025, representing 37% of our revenues. We have also occasionally provided financing or extended payment terms to certain customers, including loans to significant customers that were not repaid at maturity. If one or more of our key customers reduces or delays purchases of our products or services, fails to meet its payment obligations when due, experiences financial difficulties, or otherwise changes its purchasing patterns, our revenue, cash flows, and results of operations could be materially and adversely affected. Because our customer base is concentrated, any such event could have a disproportionate impact on us, and it may be difficult or time-consuming for us to replace lost business with other customers on acceptable terms, or at all.

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We started sales of therapeutic radioisotopes in late 2025, and we expect to sell our therapeutic radioisotopes, including Ac-225 and At-211, primarily to a limited number of pharmaceutical companies that are engaged in the development and clinical testing of radiotherapeutic product candidates. Our ability to generate revenue from therapeutic isotope sales is therefore dependent in significant part on the continued progress of our customers' drug development programs, over which we have no control and into which we have limited visibility. Because most of the clinical trials that utilize or depend on our radioisotopes are designed, sponsored, and controlled by our pharmaceutical company customers, we generally do not control key aspects of such trials, including study design, timelines, enrollment strategies, site selection, and interactions with regulatory authorities. We may receive information on delays, protocol changes, or safety concerns only after our customers or collaborators have already made decisions that affect the pace or direction of development. As a result, it is difficult for us to predict or model the timing, likelihood, or scope of clinical success for programs that rely on our therapeutic isotopes, and negative or unexpected developments in those trials could occur without advance notice to us.

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PET imaging is gaining traction in oncology and other high-value clinical applications, driven by tracer innovation, theranostics, and the integration of imaging with treatment planning. Specific segments of the global PET imaging agent market, has been projected by third-party industry analysts to grow at a compound annual growth rate of approximately 4.6% in market value between 2025 and 2035, and specific segments such as PSMA PET tracers and Alzheimer's disease PET imaging, have been projected by third-party industry analysts to grow substantially during that period. in the coming years. However, these projections are based on assumptions that may prove to be incorrect, and actual growth in the PET imaging market may be slower, more limited in scope, or concentrated in segments in which we do not have a competitive presence. If PET imaging does not achieve the level of adoption anticipated, or if reimbursement for PET imaging procedures is reduced or restricted, demand for our diagnostic isotope products could be materially lower than we expect.

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We are subject to two sets of FDA current good manufacturing practice ("cGMP") requirements depending on the type of product we manufacture. Production of PET drugs is regulated under cGMP requirements specific to PET drugs (21 CFR Part 212), which impose strict sterility testing, quality control, and laboratory requirements tailored to the unique properties of PET radiopharmaceuticals. Production of alpha-emitting isotopes is regulated under the cGMP requirements applicable to finished pharmaceuticals (21 CFR Parts 210 and 211), which are generally more comprehensive and impose additional requirements related to process validation, stability testing, and quality systems. Failure to comply with either set of cGMP requirements could result in warning letters, product seizures, injunctions, civil or criminal penalties, refusal to approve pending applications, or withdrawal of existing approvals. Our obligation to maintain compliance with both regulatory frameworks simultaneously increases the complexity and cost of our manufacturing operations and subjects us to additional risk. Our facilities and those of our customers are subject to inspection by FDA, NRC and other federal and state agencies. If any of our facilities or those of our customers are inspected and found to have objectionable conditions during the inspection, it could lead to an "official action indicated" (OAI), Form 483 observations, Notice of Violation, an FDA warning letter, or other enforcement action, which could negatively impact our business and damage our reputation. Failure to satisfy regulatory requirements on an ongoing basis could cause restriction or revocation of existing licenses and disrupt our ability to manufacture and commercialize our products.

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We currently have nine sites across the United States for the production of diagnostic radiopharmaceuticals, and two additional facilities in Lansing, Michigan, with one for the production of therapeutic radiopharmaceuticals and another for the development of our cyclotron technology. Each site is licensed by the U.S. Nuclear Regulatory Commission NRC or a state equivalent under a radioactive materials license, which entitles us to possess specified isotopes up to the quantity limits set forth in the license. These licenses, issued by the NRC or "Agreement States" authorized under the Atomic Energy Act, impose requirements governing the possession, use, transfer, and disposal of radioactive materials, including radiation protection standards, security requirements, and incident reporting obligations. Foreign jurisdictions also have their own regulatory requirements for manufacturing and transporting radioisotopes.

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Additionally, the NRC or Agreement States may determine that this the Merger or a future reorganization constitutes a change of control requiring prior regulatory approval, and obtaining such approval could impose additional costs, timing delays, or operational restrictions. Because our operations depend on maintaining and expanding NRC and Agreement State licenses, any delay or denial of required approvals could directly limit our ability to produce or supply isotopes at clinical or commercial scale.

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Our business depends on the ability to safely and efficiently transport radioactive materials to customers and clinical sites. The shipment of these materials is regulated by the U.S. Department of Transportation ("DOT") and the U.S. Nuclear Regulatory Commission, NRC, as well as other national and international regulatory authorities governing the transport of dangerous goods.

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In addition, availability of qualified carriers and air transport for radioactive materials is limited and subject to carrier-specific restrictions, which could further constrain our ability to distribute products. Further, Ionetix utilizes third-party brokerage and transportation services to ensure compliance with international transportation and customs requirements. Reliance on such third-party providers may expose the company us to operational or compliance risks if such providers fail to meet applicable regulatory requirements.

Changes in laws, regulations, or regulatory interpretation could limit our markets, increase our costs or restrict our operations.

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Changes in laws, the imposition of new or additional regulations, or the enactment of any new or more stringent legislation that impacts our business could require us to change the way our products are used or the way we operate and could have a material adverse effect on our sales, profitability, cash flows, and financial condition, and lead to regulatory delays that could impact our ability to obtain licenses, certificates, authorizations, permits, and other types of regulatory approvals.

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In particular, the FDA has indicated that it is continuing to mature its guidance documentation with respect to PET drug inspections, and changes to FDA policies or inspection approaches that emerge during pre-approval or surveillance inspections could impose additional obligations or create obstacles to obtaining or maintaining approval for our products. Furthermore, changes to user fee programs, such as the Generic Drug User Fee Amendments, ("GDUFA"), could affect the FDA's review timelines and resource allocation for ANDA reviews, which could impact the timing of approval for our pending and future generic drug applications.

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● third-party research contractors failing to comply with regulatory requirements or meet their contractual obligations to us our customers in a timely manner, or at all;

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We rely upon unpatented trade secret protection and unpatented know-how, including cyclotron and magnet modeling, system cooling, radiation safety analysis, radiochemistry expertise, and systems engineering, as well as continuing technological innovation to develop our business and competitive position.

Trade secrets are difficult to protect. Trade secret protection, unlike patent protection, does not prevent others from independently developing or lawfully reverse engineering the same or similar know-how. If a competitor or other third party lawfully obtains or independently develops processes similar to ours, including with respect to cyclotron and magnetic modeling and system cooling, we would have no right to stop them, or anyone they share the information with, from using it to compete with us. Many of our competitors and potential competitors, including large multinational healthcare and radiopharmaceutical companies, government-affiliated entities and academic institutions, have significantly greater resources than we do. They may be able to invest heavily in research and development aimed at matching or exceeding our capabilities.

We rely upon unpatented trade secret protection and unpatented know-how, including cyclotron and magnet modeling, radiation safety analysis, radiochemistry expertise, and systems engineering, as well as continuing technological innovation to develop our business and competitive position. We may not be able to prevent the unauthorized disclosure or use of our trade secrets, know-how, or information that we consider to be confidential by our contractual counterparties, despite our efforts. If any of the suppliers, subcontractors, employees, consultants, or other third parties with whom we do business or otherwise collaborate breach or violate the terms of any of our agreements, we may not have adequate remedies for any such breach or violation, and we could lose the protections afforded by our trade secrets as a result. It is also possible that our trade secrets, know-how, or other proprietary information could be obtained by third parties as a result of breaches of our physical or electronic security systems. Even where remedies are available, enforcing a claim that a party illegally disclosed or misappropriated our trade secrets is expensive and time consuming, and the outcome is unpredictable.

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Conflicts of interest may arise between the personal or professional interests of members of our management, directors, or affiliated parties and the interests of our company or our stockholders. These interests may include, among others, equity ownership, compensation arrangements, consulting or advisory relationships, or business relationships with third parties. From time to time, we have entered into, and may in the future enter into, related-party transactions, including leases and financing arrangements with members of our board of directors the Board or significant stockholders, which may give rise to perceived or actual conflicts of interest in connection with the negotiation and administration of such arrangements.

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As a public reporting company, we are subject to the information and reporting requirements of the Securities Act, of 1933, as amended ("Securities Act"), the Securities Exchange Act, of 1934, as amended ("Exchange Act"), and other federal securities laws, rules, and regulations related thereto, including compliance with the Sarbanes-Oxley Act of 2002 Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act. Adhering to such extensive reporting, disclosure, and compliance obligations under United States securities laws may increase our legal, accounting, and administrative costs.

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We have agreed, at our expense, to prepare and file with the SEC a registration statement to register the resale of the shares of common stock issued in the Merger and the Private Placement. There are many reasons, including some over which we have little or no control, which could keep the registration statement from being declared effective by the SEC, including delays resulting from the SEC review process and comments raised by the SEC during that process. The shares of common stock covered by such registration statement will not be eligible for resale until the registration statement is effective or an exemption from registration, such as Rule 144, becomes available. In addition, Rule 144 under the Securities Act, which permits the resale, subject to various terms and conditions, of limited amounts of restricted securities after they have been held for six months, will not immediately apply to our common stock because we were at one time designated as a "shell company" under SEC regulations. Pursuant to Rule 144(i), securities issued by a current or former shell company that otherwise meet the holding period and other requirements of Rule 144 nevertheless cannot be sold in reliance on Rule 144 until one year after the date on which the issuer filed current "Form 10 information" (as defined in Rule 144(i)) with the SEC reflecting that it ceased being a shell company, and provided that at the time of a proposed sale pursuant to Rule 144, the issuer has satisfied certain reporting requirements under the Exchange Act. We believe this requirement to file Form 10 information has been satisfied by the filing of our Current Report on Form 8-K with the SEC on April 16, 2026. If the registration statement is not filed within 120 calendar days after declared effective by the final closing of SEC on or before the Private Placement, Registration Effectiveness Date (as defined below), then we may be subject to certain liquidated damages pursuant to the registration rights agreement we entered into with certain holders of shares of our common stock issued in connection with the Merger and the Private Placement. See " Description of Capital Stock—Registration Rights Agreement " below for more information.

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Following the consummation of the Merger, we will become became a public publicly reporting company and are required, pursuant to Section 404(a) of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting on our annual report on Form 10-K. Effective internal control over financial reporting is necessary for reliable financial reports and, together with adequate disclosure controls and procedures, such internal controls are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet its our reporting obligations. Ineffective internal controls could also cause investors to lose confidence in reported financial information, which could have a negative effect on the trading price of our common stock.

The report by management will need to include disclosure of any material weaknesses identified in internal control over financial reporting. However, for as long as we are an "emerging growth company" under the Jumpstart Our Business Startups Act JOBS Act following the consummation of the Merger, our independent registered public accounting firm will not be required to attest to the effectiveness of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act. Management's assessment of internal controls, when implemented, could detect problems with internal controls, and an independent assessment of the effectiveness of internal controls by our auditors could detect further problems that management's assessment might not, and could result in the identification of material weaknesses that were not otherwise identified. Undetected material weaknesses in internal controls could lead to financial statement restatements and require us to incur the expense of remediation. We are required to disclose changes made in internal controls and procedures on a quarterly basis. To comply with the public company requirements, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff.

We are in the early stages of developing the system and processing documentation necessary to perform the evaluation needed to comply with Section 404. We may not be able to complete our evaluation, testing, and any required remediation in a timely fashion. During the evaluation and testing process, if we identify material weaknesses in internal control over financial reporting, we will be unable to assert that internal control over financial reporting is effective. If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal control, including as a result of the any material weaknesses, described above, we could lose investor confidence in the accuracy and completeness of financial reports, which would cause the price of our common stock to decline. We may also be subject to investigation or sanctions by the SEC. In addition, if we are unable to continue to meet these requirements, we may not be able to remain quoted on any over-the-counter trading system, or following any potential listing, listed on any securities exchange.

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We are also a "smaller reporting company" as defined in the Exchange Act. We may continue to be a "smaller reporting company" even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter, or our annual revenues is are less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter.

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We may in the future become subject to claims and litigation alleging violations of the securities laws or other related claims, which could harm our business and require us to incur significant costs. Significant litigation costs could impact our ability to comply with certain financial covenants under our any credit agreement we may enter into in the future. We are generally obliged, to the extent permitted by law, to indemnify our current and former directors and officers who are named as defendants in these types of lawsuits. Regardless of the outcome, litigation may require significant attention from management and could result in significant legal expenses, settlement costs, or damage awards that could have a material impact on our financial position, results of operations, and cash flows.

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○ establish a classified board of directors so that not all members of our the Board are elected at one time;

○ permit the Board of directors to establish the number of directors and, unless the Board determines otherwise by resolution, to fill vacancies on the Board;

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○ authorize the issuance of "blank check" preferred stock that our the Board could use to implement a stockholder rights plan;

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○ establish advance notice requirements for nominations for election to our the Board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

In addition, our restated certificate of incorporation will provide provides that the Court of Chancery of the State of Delaware will be the exclusive forum for: any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law ("DGCL"), our restated certificate of incorporation, or our amended and restated bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine.

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Dividend policy 74 changes

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The selling stockholders may only sell their shares of common stock pursuant to this prospectus at a fixed price of $3.00 per share until such time as our common stock is quoted on the OTCQB or another public trading market for our common stock otherwise develops. the OTCQX or listed on a national securities exchange. At and after such time, the selling stockholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices. The fixed price of $3.00 at which the selling stockholders may sell their shares pursuant to this prospectus was determined based upon the purchase price per share of common stock in the closing of the Private Placement.

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See " Description of Capital Stock " below for more information. The issuance of shares of our common stock, options, warrants and restricted stock awards to purchase shares of our common stock to Ionetix's former security holders are collectively referred to as the "Share Conversion."

As of July 31, September 30, 2026, we had 106,295,716 106,313,117 shares of common stock outstanding held by approximately 480 490 stockholders of record.

DESCRIPTION OF THE MERGER, THE PRIVATE PLACEMENT, AND RELATED TRANSACTIONS Merger Agreement On April 9, 2026, the Company, Merger Sub and Ionetix entered into an Agreement and Plan of Merger and Reorganization the Merger Agreement. Pursuant to the terms of the Merger Agreement, on April 9, 2026 the Closing Date, Merger Sub merged with and into Ionetix, with Ionetix continuing as the surviving corporation and our wholly owned subsidiary.

As a result of the Merger, we acquired the business of Ionetix, which develops proprietary superconducting cyclotron technology for use, among other things, to produce medical and industrial isotopes in a smaller, more cost-effective footprint than conventional cyclotrons. See " Description of Our Business " below . At the time the certificate of merger reflecting the Merger was filed with the Secretary of State of the State of Delaware, (the "Effective Time"), each share of (i) common stock of Ionetix (the "Ionetix Common Shares") and (ii) each class of Series Preferred Stock of Ionetix (the "Ionetix Preferred Shares") issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive such number of shares of our common stock as is equal to the number of such shares multiplied by 0.5014, (the "Conversion Ratio"), rounded to the nearest whole share, with any fraction greater than or equal to five tenths (.5) of a share being rounded up to the nearest whole share. (the "Merger Shares").

Odyssey Transfer and Trust Company, an exchange agent, (the "Exchange Agent"), is acting as exchange agent to distribute the Merger Shares to the former stockholders of Ionetix in exchange for their Ionetix Common Shares and Ionetix Preferred Shares. The former stockholders of Ionetix must submit required documentation to the Exchange Agent to receive their Merger Shares, and any unclaimed shares or distributions as of the date that is one year after the Closing Date shall be delivered to the Company upon demand, with any former stockholders of Ionetix thereafter required to look to the Company for payment. As of the date that is two years after the Closing Date (or such earlier date as provided in the Merger Agreement), the Merger Shares shall: (i) to the extent permitted by applicable law, become the property of the surviving entity, free and clear of all claims or interest of any person previously entitled thereto; or (ii) to the extent (i) is not permitted by applicable law, remain subject to claims and interest of such person entitled thereto, but any such persons' rights to receive Merger Shares shall instead be a right to receive, subject to any applicable withholding taxes, a cash payment equal to the product of (A) the number of such Merger Shares subject to such rights multiplied by (B) $3.00. (the "Cash-Out Amount"). Upon payment of any such Cash-Out Amount, such rights to receive such Merger Shares shall be extinguished and deemed satisfied in full.

In addition, pursuant to the Merger Agreement, (i) all options to purchase Ionetix Common Shares outstanding immediately prior to the Effective Time under Ionetix's equity incentive plan(s) (the "Ionetix Equity Plans") were assumed by us and converted into options to purchase 6,935,626 6,935,631 shares of our common stock, with the number of shares and exercise price per share adjusted by the Conversion Ratio, and (ii) all warrants to purchase Ionetix Common Shares or Ionetix Preferred Shares outstanding immediately prior to the Effective Time were assumed by us and converted into warrants to purchase 8,152,333 8,152,334 shares of our common stock, with the number of shares and exercise price per share adjusted by the Conversion Ratio.

See " Description of Capital Stock " below for more information.

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As a condition to the Merger, on the Closing Date, we entered into indemnity agreements with our former officers and directors, (the "Pre-Merger Indemnity Agreements"), pursuant to which we agreed to indemnify such former officers and directors for actions taken by them in their official capacities relating to the consideration, approval and consummation of the Merger and certain related transactions.

The Merger was treated as a recapitalization and reverse acquisition of us for financial reporting purposes. Ionetix is considered the acquirer for accounting purposes, and our historical financial statements before the Merger will be have been replaced with the historical financial statements of Ionetix before the Merger in future our filings with the SEC beginning with our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. The Merger is intended to be treated as a tax-free reorganization under Section 368(a) of the Internal Revenue Code. of 1986, as amended.

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Contemporaneously with the Merger, on the Closing Date, and subsequently on June 1, 2026, we sold 10,777,268 shares and 185,000 shares, respectively, of our common stock in a private placement offering pursuant to the subscription agreements by and between the Company and the purchasers of common stock (the "Subscription Agreements") at a purchase price of $3.00 per share. (the "Offering Price"). The private placement offering is referred to herein as the "Private Placement."

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All officers and directors of the Company following the Merger and all holders of 5% or more of the total outstanding shares of JDEV common stock following the Merger (each a "Restricted Holder") entered into lock-up agreements with us (the "Lock-Up Agreements"), effective as of the Closing Date, whereby they have agreed to certain restrictions on the sale or disposition (including pledge) of all of our common stock held by (or issuable to) them. The Lock-Up Agreements contain customary transfer exceptions.

In connection with the Merger and the Private Placement, on the Closing Date we entered into a registration rights agreement (the "Registration Rights Agreement") with the purchasers in the Private Placement, the placement agents (or their designees) holding Placement Agent Warrants, the holders of Merger Shares and certain holders of shares of our common stock held prior to the Merger (the "Registrable Pre-Merger Stockholders," and (collectively, the "Holders"). Pursuant to the Registration Rights Agreement, we have agreed that promptly, but no later than 120 calendar days after the final closing of the Private Placement (the "Effective Date"), we will file, subject to customary exceptions, a registration statement with the SEC (the "Registration Statement" and such date that is 120 calendar days after the Effective Date, the "Registration Filing Date"), covering the Registrable Securities (as defined below), and to use our commercially reasonable efforts to cause such Registration Statement to be declared effective no later than 90 calendar days after the Registration Filing Date, which period shall be extended for each day of a U.S. government shutdown that results in the SEC temporarily discontinuing review of, or acceleration of the effectiveness of, registration statements, if any (the "Registration Effectiveness Date").

The "Registrable Securities" include (i) the shares of our common stock issued to the purchasers in the Private Placement (the "Private Placement Shares"); (ii) the shares of our common stock issued or issuable upon exercise of the warrants issued to the placement agents in connection with the Private Placement (such warrants, the "Placement Agent Warrants," and such shares, the "Placement Agent Warrant Shares"); (iii) the Merger Shares; (iv) the 277,696 shares of our common stock issued to Eli Lilly and Company ("Lilly") pursuant to the Termination Agreement (the "Additional Shares"), (as defined below), which are treated as Registrable Securities on the same basis as Merger Shares pursuant to the Termination Agreement; (v) certain shares of our common stock held by our stockholders prior to the Merger and remaining outstanding immediately following the effective time of the Merger (the "Registrable Pre-Merger Shares"); and (vi) other shares of restricted common stock held by the Holders, acquired or issuable in respect of the foregoing by way of conversion, dividend, stock-split, distribution, exchange, merger, consolidation, recapitalization, reclassification or similar transaction ((i)–(vi) collectively, the "Registrable Securities"). Such securities cease to be Registrable Securities with respect to any Holder on the earlier of (x) the date on which they have been sold or otherwise transferred other than to a permitted assignee and (y) the date on which Rule 144 becomes available for such Holder to sell all Registrable Securities held by such Holder within a ninety-day period without volume or manner of sale restrictions.

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October 2026 Private Placement Registration Rights

In connection with the October 2026 Private Placement, we expect to enter into a registration rights agreement (the "October 2026 Registration Rights Agreement") with the purchasers in the October 2026 Private Placement and the placement agent (or its designees) that will hold the warrants to be issued to the placement agent in connection with the October 2026 Private Placement. Each purchaser agreed to become a party to the October 2026 Registration Rights Agreement by executing the omnibus signature page to its subscription agreement. The October 2026 Registration Rights Agreement is expected to be substantially the same as the Registration Rights Agreement described above, except that it will reflect the purchase price of $3.30 per share paid in the October 2026 Private Placement and updated schedules of purchasers and warrant holders.

The registrable securities under the October 2026 Registration Rights Agreement will consist of the 212,121 shares of our common stock sold in the October 2026 Private Placement and the 16,970 shares of our common stock issuable upon exercise of the warrants to be issued to the placement agent in connection with the October 2026 Private Placement, which will have an exercise price of $3.30 per share and will expire five years after our common stock begins to trade on a national securities exchange. We expect to agree to file a registration statement covering the resale of such registrable securities no later than 120 calendar days after the final closing of the October 2026 Private Placement and to use our commercially reasonable efforts to cause such registration statement to be declared effective no later than 90 calendar days thereafter. The liquidated damages, cutback, Blackout Period, effectiveness period and expense provisions of the October 2026 Registration Rights Agreement are expected to be substantially the same as those of the Registration Rights Agreement described above, except that liquidated damages with respect to shares issuable upon exercise of the placement agent warrants will be calculated by reference to $3.30 per share and any cutback will be applied first to such shares and second to the shares sold in the October 2026 Private Placement.

Any purchaser in the October 2026 Private Placement who holds 5% or more of our outstanding shares following its closing, or who is one of our officers or directors, is required to enter into a lock-up agreement restricting sales until the earlier of 12 months after the closing date or six months after our common stock is first listed on a national securities exchange.

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In connection with the Merger, JDEV, Ionetix, Ionetix Alpha Corporation, Lilly, and POINT Biopharma Inc. entered into a Termination Agreement (the "Termination Agreement"), effective as of immediately before the Effective Time. Pursuant to the Termination Agreement, the parties terminated certain pre-existing stockholder rights agreements (the "Prior Agreements"). All rights and obligations under the Prior Agreements were extinguished. As consideration for the Termination Agreement, we issued to Lilly 277,696 shares of our common stock. The Additional Shares The Additional Shares are separate and distinct from the Merger Shares and were not issued under the Merger Agreement or the Private Placement. Pursuant to the Termination Agreement, Lilly was granted the same registration rights under the Registration Rights Agreement in respect of the Additional Shares that Lilly has in respect of its Merger Shares.

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Pursuant to the Merger Agreement, the Ionetix Equity Plans terminated effective as of the Effective Time; provided that, notwithstanding such termination, each outstanding Company Option and share of Company Restricted Stock (each as defined in the Merger Agreement) assumed by us in connection with the Merger remains subject to the terms of the applicable Ionetix Equity Plans. Upon the closing of the Merger, we assumed each option to purchase Ionetix common stock that remained outstanding under the Ionetix Equity Plans, whether vested or unvested, and we converted each into an option to purchase shares of our common stock. Each assumed option constitutes an option to acquire such number of shares of our common stock as is equal to the number of shares of Ionetix common stock subject to the option immediately prior to the Effective Time, multiplied by the Conversion Ratio for Ionetix Common Shares, rounded to the nearest whole share (with any fraction greater than or equal to five tenths (.5) rounded up). The exercise price per share of each assumed option is equal to the exercise price of the Ionetix option prior to the assumption, divided by the Conversion Ratio, rounded up to the nearest whole cent. Otherwise, each assumed option continues to have, and will be subject to, substantially the same terms and conditions as applied to the Ionetix option immediately prior to the Effective Time, including the same vesting schedule. The terms of the applicable Ionetix Equity Plan continue to govern options covering an aggregate of 6,935,626 6,935,631 shares of our common stock subject to awards assumed by us, except that all references in such plans to Ionetix will now be deemed to refer to us. No additional awards will be issued under the Ionetix Equity Plans. After assumption, 6,935,626 6,935,631 shares of our common stock will be were issuable upon the exercise of assumed options. See " Compensation of Directors and Executive Officers " below for more information about the Ionetix Equity Plans and the outstanding awards thereunder.

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Shares Outstanding Following the Merger

After giving effect to the Merger, the closing of the Private Placement, and the issuance of the Additional Shares pursuant to the Termination Agreement, there were up to 106,295,716 106,313,117 shares of our common stock issued and outstanding as of July 31, September 30, 2026, as follows:

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○ 4,400,000 shares are held by persons who held Pre-Merger shares of JDEV common stock prior to the Merger;

○ 1,504 18,905 shares were issued upon exercise of options following the closing of the Merger;

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○ outstanding options to purchase an aggregate of 6,935,626 6,935,631 shares of our common stock that were subject to options originally granted under the Ionetix Equity Plans to former Ionetix option holders and assumed by us in connection with the Merger;

○ outstanding warrants to purchase an aggregate of 8,152,333 8,152,334 shares of our common stock, assumed by us in connection with the Merger; and ○ outstanding Placement Agent Warrants to purchase an aggregate of 862,182 862,183 shares of our common stock issued to the placement agents in connection with the Private Placement.

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The Merger is being was accounted for as a "reverse merger" or "reverse acquisition," and Ionetix is deemed to be the acquirer in the reverse merger. Consequently, the assets and liabilities and the historical operations that will be are reflected in our financial statements relating to periods prior to the Merger will be are those of Ionetix, and will be are recorded at the historical cost basis of Ionetix, and the consolidated financial statements after completion of the Merger will include the assets and liabilities of Ionetix, historical operations of Ionetix, and operations of the Company from the Closing Date. As a result of the issuance of the shares of our common stock pursuant to the Merger, a change in control of the Company occurred as of the date of consummation of the Merger.

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We expect to continue to be a "smaller reporting company," as defined under the Exchange Act, and an "emerging growth company" under the Jumpstart Our Business Startups Act of 2012 (the JOBS Act immediately following the Merger. We believe that as a result of the Merger, we have ceased to be a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act).

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Our superconducting cyclotron technology enables the design of cyclotrons with a much smaller footprint than conventional cyclotrons. We expect this smaller footprint to allow for faster and more cost-effective deployments, with less need for radiation shielding and physical support. Importantly, our superconducting cyclotrons are cryogen-free, meaning they do not require liquid helium to achieve superconductivity. As a result, we believe they are more energy efficient than traditional cyclotrons. We produce otherwise hard-to-obtain isotopes using a combination of our proprietary cyclotron technology and materials and technology sourced from third parties.

Ionetix has developed proprietary expertise in the manufacture of radioactive isotopes for medical and industrial applications, particularly know-how related to cyclotron and magnet modeling, system cooling, radiation safety analysis, radiochemistry expertise, and systems engineering. We apply our expertise to superconducting cyclotron technology, which enables the design of cyclotrons with a much smaller footprint than conventional cyclotrons. We expect our know-how and this smaller footprint to allow for faster and more cost-effective deployments, with a smaller cyclotron vault and reduced operating costs. Because the superconducting magnet in our cyclotrons has no electrical resistance once it reaches its operating temperature, it does not require the continuous electrical power needed to energize the magnet of a conventional cyclotron, which we expect to reduce our energy costs. Importantly, our superconducting cyclotrons are cryogen-free, meaning they do not require liquid helium to achieve superconductivity. As a result, unlike superconducting magnets that are cooled by a bath of liquid helium, such as those typically used in magnetic resonance imaging machines, our cyclotrons do not require a supply of liquid helium or the venting systems needed to safely release helium gas if such a magnet loses its superconductivity. Other companies also manufacture superconducting cyclotrons, and we believe our approach differs from theirs principally in our proprietary know-how, including with respect to system cooling and magnetic modeling. See "—Key Features of the Ionetix Solution and Competitive Advantage" below. We produce otherwise hard-to-obtain isotopes using a combination of our proprietary cyclotron technology and materials and technology sourced from third parties. In the future, we intend to offer Ga-68 Gozetotide for imaging of metastatic prostate cancer. Generally, our customers sign contracts that specify price and delivery terms, and then issue purchase orders for unit doses of these isotopes based on their needs.

We currently generate revenue in two different medical applications of our technology: diagnostic and therapeutic. Currently we offer N-13 for cardiac perfusion imaging, Ac-225 and At-211 for oncology therapeutics.

In diagnostics, we currently focus on producing isotopes for Positron Emission Tomography PET diagnostic imaging. Such isotopes include Fluorine-18 F-18, Gallium-68 Ga-68 and Ammonia N-13, ("N-13"), for which we hold an Abbreviated New Drug Application ANDA from the Food and Drug Administration FDA. These isotopes are used to diagnose a variety of medical conditions, including coronary artery disease and prostate cancer. We have a hybrid business model: we currently sell doses of N-13 Ammonia, on a per-dose basis, but we may in the future manufacture other isotopes or PET drugs for third parties.

We currently have nine sites approved by the FDA to manufacture unit doses of N-13, a cardiac perfusion imaging agent. Each site is also licensed by the Nuclear Regulatory Commission NRC or the state equivalent of the NRC, called an NRC "Agreement State." We also hold approval under an ANDA for Ga-68 Gozetotide, a PET diagnostic drug for imaging metastatic prostate cancer.

In therapeutics, we produce alpha-emitting isotopes such as actinium-225 Ac-225 and astatine-211 At-211 for use in oncology therapeutics. Alpha-emitters have a high linear energy transfer, delivering intense radiation over a very short pathway of two to three cells. This results in the ability to irradiate tumors with high radiation doses, causing double-DNA strand breakage, with less off-tumor damage than other forms of radiation therapy (such as external beam radiation therapy). The only approved alpha-emitting cancer therapy today is Xofigo, but there are a growing number of clinical trials underway for drugs that use alpha emitters. These alpha-emitting cancer therapies are being developed as next generation therapies after beta-emitting cancer therapies such as Pluvicto and Lutathera, which have had commercial success treating prostate cancer and certain gastroenteropancreatic neuroendocrine tumors, respectively.

In the past, we have generated revenue through cyclotron sales, but we do not intend to pursue such sales in the future.

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Accordingly, for N-13, we install a cyclotron and related equipment at the hospital or outpatient imaging center and deliver doses on demand. We charge on a per-dose basis, with the typical clinical protocol requiring one dose for a baseline rest PET scan and another for a stress hyperemic cardiac perfusion scan. Both scans are required to detect coronary artery disease. Other PET isotopes have differing protocols, with most requiring only one dose per procedure (such as for prostate-specific membrane antigen PSMA).

While we do not currently generate any revenue from Ga-68 Gozetotide, we plan to offer it to high volume users and in markets where PSMA diagnostics are currently supply-constrained. Similar to our N-13 model, we anticipate we will install the required equipment and charge the hospital or outpatient imaging center on a per-dose basis. We received FDA approval for our ANDA application for Ga-68 Gozetotide on May 15, 2026. Each PET manufacturing site from which we offer Ga-68 Gozetotide must be separately qualified by the FDA to offer that specific product, a process which can take as much as a year (or more).

For Ac-225, which has a half-life of nearly 10 days, we ship globally from our facility in Lansing, Michigan, USA. To date we have shipped material within the United States, as well as to Canada, Norway, Belgium and China. While We have produced At-211 in the past, we do not currently do so but anticipate beginning began small-scale commercial production shipments of At-211 in September 2026. At-211 has a 7.2 hour half-life and thus cannot easily be distributed outside North America.

Our near-term expansion efforts are focused on scaling our production of Ac-225 at our facility in Lansing, Michigan, increasing our production and sales of At-211 and, in diagnostics, offering Ga-68 Gozetotide, which will require us to qualify each PET manufacturing site from which we offer it with the FDA. Although we have commenced commercial sales of Ac-225 and At-211, our sales of these isotopes to date have been limited, and we have not yet produced either isotope at commercial scale. We expect that scaling our production will require additional capital expenditures for cyclotron systems, production facilities and related equipment and infrastructure, and we may not be able to obtain the capital required to do so on acceptable terms, or at all. See "Risk Factors—Risks Related to Our Financial Condition and Capital Requirements."

Our customers for diagnostic isotopes are primarily hospitals and outpatient imaging centers, and our customers for therapeutic isotopes are primarily radiopharmaceutical companies and other organizations pursuing radiopharmaceutical clinical trials. We generally sell our products under master sales agreements, which set forth pricing, delivery and other general terms and pursuant to which customers submit purchase orders for unit doses or quantities of isotopes based on their needs. A purchase order becomes binding on us and on the customer only upon our acceptance of the purchase order. Our master sales agreements generally do not provide for exclusivity, minimum purchase commitments, or upfront or other fixed payments. Diagnostic drug and medical radioisotopes sales, consisting primarily of sales of N-13 doses, represent our principal source of revenue. We have also historically generated revenue from sales of our cyclotron systems to customers. Because we do not intend to pursue cyclotron system sales in the future, we do not expect to generate revenue from cyclotron system sales.

A significant portion of our revenue is concentrated in a small number of customers. For the year ended December 31, 2025, five customers accounted for 99% of our total revenue, with our largest customer representing 29% of our total revenue. For the year ended December 31, 2024, four customers accounted for 98% of our total revenue, with our largest customer, which was a different customer than our largest customer in 2025, representing 37% of our total revenue. See "Risk Factors—Risks Related to Our Business and Industry" for more information.

We rely on third parties for certain raw materials, including Ra-226, which we use to produce Ac-225. We currently purchase Ra-226 outright and also obtain Ra-226 from AlfaRim Medical B.V. ("AlfaRim") pursuant to a collaboration agreement under which we pay a tiered share of our revenue from sales of Ac-225 produced from the Ra-226 it supplies. That agreement has an initial term of three years and may be renewed for successive one-year terms by mutual written agreement. See "—Material Agreements—AlfaRim Medical B.V." below. Global supply of Ra-226 is limited and concentrated among a small number of suppliers, and there is no well-established commercial market or spot pricing for this material.

We seek to use our proprietary cyclotron designs to provide high-value radioisotopes and solutions for medical and industrial purposes. Our cyclotron platform can produce several different isotopes that are currently in short supply. We currently seek to provide these isotopes to our healthcare customers to perform imaging procedures (in the case of PET imaging isotopes) or to pursue drug development (in the case of therapeutic isotopes). We are also in early stages of exploring other potential applications for our proprietary superconducting cyclotron technology, including to remediate nuclear waste while simultaneously generating power, to sterilize medical instruments and devices, to test equipment destined to be exposed to high radiation loads (e.g. materials proposed for use in fusion reactors or sent into space), and to serve as a light source for next-generation lithography machines.

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Currently we offer N-13 for cardiac perfusion PET imaging. In the future, we intend to offer Ga-68 Gozetotide for imaging of metastatic prostate cancer.

Several other companies provide cardiac PET and/or PSMA PET diagnostic imaging agents. For instance, other commercial cardiac PET isotope providers in the U.S. include Bracco and Jubilant Radiopharma, who manufacture Rubidium-82 Rb-82, which competes with our N-13 product. Similarly, several drug companies have FDA approvals to offer PSMA PET diagnostic isotopes including Telix Pharmaceuticals Limited, Lantheus Holdings, Inc., Novartis AG and Blue Earth Diagnostics Ltd. (a Bracco Company). Some of these companies, in turn, outsource the production of their isotopes to others.

Currently, we offer Ac-225 and At-211 for oncology therapeutics. Therapeutic isotopes generally have a longer half-life, and thus can be distributed from centralized or regional production sites. Ac-225, for instance, has a half-life of almost ten days, and thus can be shipped nationally from a single production site. In the U.S., Ac-225 has historically been available from the U.S. Department of Energy DoE, along with its partners TerraPower and Cardinal Health. This DoE-originated supply is limited, however, because it depends on access to Th-229, of which the DoE has a finite quantity; supply is limited because Th-229 is derived from the DoE's legacy Uranium-233 ("U-233") inventory, which was originally created in the 1950s and 1960s for potential use in reactors, and the DoE currently has no plans to produce more due primarily to national security policies and nuclear non-proliferation commitments. U-233 is difficult to obtain because it does not occur in meaningful quantities in nature and must be produced artificially, leaving only very limited global inventories—mostly government-controlled and often being downblended or dispositioned (such as through the DoE program). It is also a weapons-usable material, which raises proliferation and security concerns and subjects it to strict controls under the U.S. Atomic Energy Act and international safeguards administered by the International Atomic Energy Agency pursuant to the Treaty on the Non-Proliferation of Nuclear Weapons. As a result, there is effectively no commercial supply chain for U-233. Rather, we and other commercial providers generally make Ac-225 by using a particle accelerator to irradiate a Ra-226 target, which does not require U-233. By commissioning more cyclotrons, running for longer periods on targets with increased Ra-226 loading, the particle accelerator approach is more scalable. Along with us, U.S. commercial providers of Ac-225 using this production method include Niowave, Inc., SpectronRx and Northstar Medical Radioisotopes, LLC. In Europe, PanTera in Belgium and AlfaRim in the Netherlands as well as ITM Radiopharma and Eckert & Ziegler in Germany have also announced plans to make Ac-225.

At-211, by contrast, has a half-life of 7.2 hours and calls for regional production to enable same-day production and transport. This short half-life makes it virtually impossible to ship internationally. At-211 is commercially available in Denmark, Germany, France and Japan, but there Ionetix is currently no the only commercial supplier in the U.S. A limited number of U.S. academic institutions (approximately five) have cyclotrons capable of producing At-211, and the DoE – through its National Isotope Development Program - works to provide limited quantities to these institutions. In the U.S., Ionetix and Nusano, Inc. have has announced plans to commercially supply At-211, and Telix Pharmaceuticals Limited has announced plans, together with Ekalia (a joint venture of IBA and Framatome), to establish U.S. At-211 production capacity that is expected to also support third-party programs. IBA has announced plans to provide it At-211 in Europe.

In medical diagnostics, we currently focus on producing isotopes for PET diagnostic imaging, including F-18, Ga-68 and N-13, for which we hold an ANDA from the FDA. We currently sell doses of N-13 Ammonia, on a per-dose basis, to our customers. N-13 is currently the only diagnostic product that we sell, and we do not currently generate revenue from sales of F-18 or Ga-68 Gozetotide.

Nuclear imaging is undergoing a period of notable change. PET scans are gaining traction in oncology and other high-value applications, driven by innovations in tracer development, theranostics, and advanced imaging technologies. According to leading data and analytics company GlobalData's market analysis, the global PET imaging agent market is valued at $2.1 billion in 2025. Between 2025 and 2035, PET agents are projected to grow at a compound annual growth rate of 4.6% in market value over ten years.

PET growth is primarily driven by tracer innovation, with recent successes in imaging PSMA and clinical fibroblast activation protein inhibitors ("FAPI") demonstrating how PET can directly influence treatment decisions. Advanced PET imaging in Alzheimer's disease also holds promise for improving early detection and monitoring of disease progression. The rise of theranostics, which integrate diagnostic PET tracers with therapeutic radioligands, strengthens the PET value proposition by linking imaging with treatment. Emerging tools such as AI-based image quantification and standardized reporting are also expected to improve scan consistency and reduce variability in interpretation, further increasing PET's role in advanced clinical care. These capabilities are encouraging broader adoption of PET across both diagnosis and therapy planning.

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We currently produce two alpha-emitter isotopes: Ac-225 and At-211. We do not develop, and do not currently intend to develop, alpha-emitter therapeutics, and we do not conduct clinical trials ourselves, but instead we ship these two isotopes to companies who are pursuing radiopharmaceutical clinical trials. We have shipped Ac-225 to customers in the United States, Canada, Norway, Belgium and China, and we began small-scale commercial shipments of At-211 in September 2026. Today, there are no approved drugs using either of these isotopes, and thus the market opportunity is driven by the number of clinical trials and their likelihood of success.

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The market estimates and transaction values described above relate to radiopharmaceutical drugs as a whole. Because we supply alpha-emitter isotopes to companies that develop radiopharmaceuticals and do not develop or commercialize radiopharmaceutical drugs ourselves, our addressable opportunity is limited to the supply of these isotopes and represents a substantially smaller portion of these markets. We believe these market estimates are nonetheless relevant to our business because demand for our alpha-emitter isotopes depends on the number and success of radiopharmaceutical clinical trials and the commercial adoption of approved radiopharmaceuticals.

We believe that the field of radiopharmaceuticals is still in its infancy and is poised to become a fundamental pillar of cancer care and deliver transformative survival and quality of life outcomes for patients. External beam radiation therapy or EBRT, has proven to be an effective option for cancer treatment but has limitations including lack of sufficient precision to avoid collateral damage to normal organs and healthy tissues. Radiopharmaceuticals have the ability to deliver high levels of radiation directly and precisely to diseased tissue by combining the proven tumor-killing ability of radiation therapy with the high degree of molecular precision provided by their targeting components, offering cancer patients better outcomes than other anticancer modalities.

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Anticancer activity of alpha-emitting radioconjugates in patients with tumors that did not respond to beta-emitting radioconjugates To date, the development of radiopharmaceutical candidates has been primarily focused on two biological targets: PSMA, the target of Pluvicto; and Somatostatin receptor 2, ("SSTR2"), the target of Lutathera. We believe alpha radioconjugates may represent a significant opportunity for improved clinical outcomes for patients with cancer in these targets, and potentially others.

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We believe our proprietary superconducting cyclotron technology will allow us to add PET production capacity faster and more cost-effectively than competing conventional cyclotrons. Our proprietary know-how and the small footprint of our superconducting cyclotron allows allow for more efficient deployment with a lower cost of deployment. Our technology is particularly well-suited to be deployed near clinical sites with large patient volumes that want on-demand access to PET isotopes such as N-13, F-18, and Ga-68. However, our cyclotrons generally produce less activity per hour than certain conventional cyclotrons (such as certain cyclotrons manufactured by GE Healthcare) and we believe are not ideal for serving remote sites (which generally require large amounts of activity to be produced to ensure the appropriate amount is delivered to the clinical site).

Our superconducting cyclotrons are designed around a compact superconducting magnet that is maintained at its operating temperature by a closed-cycle cooling system rather than by a bath of liquid helium. Because our magnets are cooled in this manner, our cyclotrons are cryogen-free. The design of this cooling system, including the materials and components from which it is constructed, reflects our system cooling know-how, which we have not patented and instead protect as a trade secret. See "—Intellectual Property."

We currently use our superconducting cyclotrons to produce N-13 at our nine production sites. The size and cost characteristics of superconducting cyclotrons, as a class, relative to conventional cyclotrons have been described in published academic research. For example, a 2019 report on superconducting cyclotron design for hadron radiotherapy, prepared by researchers at the Massachusetts Institute of Technology's Plasma Science and Fusion Center under a grant from the U.S. Department of Energy, states that the use of superconductivity in a cyclotron design can reduce the cyclotron's mass by an order of magnitude and its size by a factor of three to four compared to conventional resistive magnet technology, yielding significant reductions in the overall cost of the cyclotron, the accelerator vault and related infrastructure, as well as reduced operating costs. However, we are not aware of any independent third-party study that has compared the performance or operating costs of our cyclotrons with those of conventional cyclotrons, and our expectations regarding the speed and cost of deploying our cyclotrons are based on our own operating experience.

We believe our decade-plus experience designing and building cyclotrons and other particle accelerators, as well as associated target design and safety systems, give us an advantage when it comes to designing and scaling production of other isotopes. For example, we produce Ac-225 by using a cyclotron to irradiate targets containing Ra-226. Although cyclotrons capable of producing Ac-225 in this manner are commercially available, we believe the target design, production process and radiation safety know-how involved in producing Ac-225 and pursuing commercial-scale production would require significant time and capital for a new entrant to replicate. We believe our cyclotron-based Ac-225 production can be scaled in a modular fashion as patient volumes increase. Other possible applications include irradiating nuclear waste, where a proton beam is used to create a flux of neutrons that turns long-lived isotopes in nuclear waste streams into shorter-lived isotopes (a process known as "transmutation"), which we are not currently pursuing but may do so in the future. The transmutation process will generate heat, which can be used to generate power. Particle accelerators can also be used to generate protons or heavy ions for testing radiation damage for materials destined for space. Again, the smaller footprint of a superconducting cyclotron makes deployment of such a testing facility quicker and more cost-effective. Particle accelerators like cyclotrons can also be used to sterilize medical instruments and implants. Future applications that we and others are exploring include the use of superconducting accelerators as a source of shorter-wavelength light to power next generation lithography machines for manufacturing semiconductor chips. Our development of these non-medical applications of our technology is in very early stages, and we do not expect to generate revenue from them, if at all, for the foreseeable future.

Advanced Cyclotron Systems Inc.

In June 2024, we entered into a TR-Flex Cyclotron System Supply Contract (the "ACS Agreement") with Advanced Cyclotron Systems Inc. ("ACS"), pursuant to which ACS agreed to manufacture, deliver, install and commission a TR-Flex cyclotron system, together with associated beam lines, at our Lansing, Michigan facility. We use this cyclotron to produce Ac-225. The aggregate purchase price under the ACS Agreement is approximately $4.1 million, payable in installments tied to contract execution and to the achievement of manufacturing, shipment, installation and commissioning milestones. We are responsible for site preparation and for obtaining the permits and licenses required to operate the system.

ACS has warranted the equipment against defects in material and workmanship and for conformity with the specifications for a period of 12 months following completion of site acceptance testing, with repair or replacement as our primary remedy. ACS has also granted us a fully paid, irrevocable, non-exclusive license to use the ACS technology embodied in the system, for the life of the system, to produce isotopes at the installation site; the license does not permit us to use that technology to build an additional system or to modify the existing system, and we may not assign it without ACS's consent. ACS's aggregate liability under the ACS Agreement is limited to the purchase price. Prior to ACS's notice that the equipment was ready to ship, either party could have terminated the ACS Agreement for an uncured material breach or specified insolvency events; that termination right is no longer available.

AlfaRim Medical B.V.

In June 2025, Ionetix Alpha Corporation entered into a Collaboration Agreement (the "AlfaRim Agreement") with AlfaRim, pursuant to which AlfaRim agreed to make available to us specified quantities of Ra-226 for use in the production of Ac-225. We process the Ra-226 into target-grade material and use it to produce Ac-225, and we are required to use commercially reasonable efforts to develop, produce and commercialize Ac-225 from that Ra-226 in priority over other radium available to us. We bear all development, production and commercialization costs other than the cost of the Ra-226, and we are responsible for obtaining the permits and licenses required to receive and use the Ra-226 and to produce and sell Ac-225. AlfaRim retains ownership of the Ra-226 it supplies, other than Ra-226 that is consumed in production or is unrecoverable, and we have granted AlfaRim a security interest in that Ra-226, which does not extend to the Ac-225 we produce or to our other assets.

In consideration for the Ra-226 supplied to us, we are required to pay AlfaRim a share of our annual gross revenue from sales of Ac-225 produced from that Ra-226, at tiered rates ranging from the low single digits to the mid-thirties percent of such revenue, with the applicable rate decreasing as annual gross revenue increases. No revenue share is payable on Ac-225 that we produce from Ra-226 obtained from other sources. Each party retains ownership of its pre-existing intellectual property, and intellectual property arising from the collaboration is generally jointly owned by the parties. The AlfaRim Agreement does not prevent AlfaRim from supplying radium to third parties, including for the production of Ac-225, or either party from independently developing or commercializing Ac-225, although we have the exclusive right to use the quantities of Ra-226 supplied to us.

The AlfaRim Agreement has an initial term of three years and may be renewed for successive one-year terms by mutual written agreement. It terminates automatically when the Ra-226 supplied to us has been fully consumed or rendered unusable. AlfaRim may terminate the AlfaRim Agreement if we fail to commercialize Ac-225 within 12 months following the transfer of the quantities of Ra-226 necessary for commercialization, subject to a four-month notice period, and we may terminate if we determine that we cannot, using commercially reasonable efforts, cause the Ra-226 to meet the specifications necessary to commercialize Ac-225. Either party may also terminate for the other party's uncured material breach, specified insolvency events or a prolonged force majeure event. Upon expiration or termination, we must cease using and return any unused Ra-226 to AlfaRim unless the parties agree on terms on which we may purchase it.

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The NRC and the U.S. Department of Transportation DOT regulate the transportation and shipment of radioactive materials. These regulations govern the packaging, marking, labeling, security and documentation required for transportation of radioactive materials. Failure to comply with applicable regulatory requirements may result in enforcement actions, including civil penalties, license modification, suspension, or revocation. Certain isotopes and quantities may also trigger additional security and incident reporting requirements under applicable regulations.

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We utilize third-party brokerage and transportation services to ensure compliance with international transportation and customs requirements. Reliance on such third-party providers may expose the company us to operational or compliance risks if such providers fail to meet applicable regulatory requirements.

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Production of PET drugs is regulated under FDA's Current Good Manufacturing Practices cGMP regulations specific to PET drugs (21 CFR 212). These regulations are generally less burdensome than the cGMP regulations applicable to non-PET finished pharmaceuticals (21 CFR 210 and 211), but still impose strict sterility testing requirements. Production of alpha-emitting isotopes is regulated under the cGMP regulations applicable to finished pharmaceuticals (21 CFR 210 and 211). The FDA governs the approval of each drug and manufacturing site. The FDA requires that a new site have a preapproval inspection before approving production of any PET pharmaceutical at that site.

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Under the Drug Price Competition and Patent Term Restoration Act of 1984 (the Hatch-Waxman Amendments), a company seeking to market a generic version of a previously approved "reference listed drug" may submit an Abbreviated New Drug Application, or ANDA. To qualify for approval, the proposed generic must contain the same active ingredient(s), in the same strength, dosage form, and route of administration as the reference listed drug, and the applicant must demonstrate bioequivalence. In contrast to a full new drug application, preclinical and clinical studies to establish safety and effectiveness are generally not required beyond the showing of bioequivalence.

An ANDA applicant must also address any patents that the reference product sponsor has listed in the FDA's Approved Drug Products with Therapeutic Equivalence Evaluations (the Orange Book. The applicant must make one of four patent certifications: that no patent information has been filed; that any listed patent has expired; the date on which a listed patent will expire and that approval is not sought before that date; or that a listed patent is invalid, unenforceable, or will not be infringed by the proposed generic product (a "Paragraph IV" certification). As an alternative to a certification for certain method-of-use patents, an ANDA may include a "section viii" statement seeking approval with labeling that omits the patented use.

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In addition to establishment and drug registration with the FDA, each state in which drug manufacturers operate or distribute also requires drug manufacturers to obtain a license in that state. These governing bodies vary by jurisdiction, but may include Boards of Pharmacy, Departments of Health, and the Departments of Business and Professional Regulation. ("DBPR"). These state agencies usually require a listing of each drug manufactured as part of the licensing process and some may require a specific registration of each drug manufactured.

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We also rely on significant unpatented know-how, including cyclotron and magnet modeling, system cooling, radiation safety analysis, radiochemistry expertise, and systems engineering, all of which form an important component of our competitive position and is are protected through internal controls, confidentiality obligations, and other contractual measures.

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As of July 31, September 30, 2026, we had 65 69 full-time and one part-time employees, as well as several consultants. Our workforce operates in a flexible environment that blends on-site responsibilities, particularly in engineering, isotope production, and manufacturing, with remote work across multiple U.S. time zones. All employees are based in the United States.

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We were party to litigation associated with a prior commercial arrangement. In January 2026, we resolved the matter by entering into a supply agreement with the customer. Under the terms of the agreement, the customer may purchase specified radioisotopes at a per-unit contractual discount until aggregate discounts total $2.8 million (the "Settlement Credit"). The Settlement Credit is nonrefundable and does not require the customer to make minimum purchase commitments.

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MD&A 115 changes

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At the Effective Time of the Merger, we issued 89,905,177 shares of our common stock to existing holders of Ionetix common stock. We also reserved a total of 5,000,000 shares of our common stock under the 2026 EIP for future issuances of equity awards at the discretion of our Board to officers, employees, consultants and directors. JDEV's existing stockholders continued to hold an aggregate of 4,400,000 shares of our common stock (the "Retained Pre-Merger Shares").

You should read the following discussion and analysis of our financial condition and results of operations together with the audited consolidated financial statements for the years ended December 31, 2025 and 2024 and the related notes thereto, and the unaudited condensed consolidated financial statements for the three and six months ended March 31, June 30, 2026 and March 31, June 30, 2025 and the related notes thereto, each included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties as described under the heading "Special Note Regarding Forward-Looking Statements" elsewhere in this prospectus. Accordingly, you should review the disclosure under the heading "Risk Factors" in this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

On the Closing Date, JDEV, Merger Sub and Ionetix entered into the Merger Agreement. Pursuant to the terms of the Merger Agreement, on the Closing Date, Merger Sub merged with and into Ionetix with Ionetix continuing as the surviving corporation. As a result of the Merger, Ionetix became our wholly owned subsidiary and will continue continues its existing business operations. Additionally, we changed our name to Ionetix Corporation and will continue to be a public reporting company.

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Immediately following the Effective Time of the Merger and subsequently on June 1, 2026, we sold 10,777,268 shares and 185,000 shares, respectively, of our common stock at a purchase price of $3.00 per share in a private placement to certain accredited and institutional investors. In connection with the Private Placement, we also issued to the placement agents, Placement Agent Warrants to purchase an aggregate of 876,983 shares of common stock at an exercise price of $3.00 per share. Net of offering expenses, we received approximately $30.3 million in net proceeds from the Private Placement that we expect to use for general working capital and corporate purposes, including towards the research and development, engineering and scale up manufacturing of our medical isotopes. A portion of the net proceeds will also be used to cover management, overhead, legal and accounting fees and expenses relating to the Merger and the Private Placement, and could include potential acquisitions of complementary businesses or assets (though none is currently contemplated).

For detailed information regarding the pro forma ownership of the Company as of July 31, 2026 and as of the Closing Date, see " Description of the Merger, the Private Placement, and Related Transactions " above.

Contemporaneously with the Merger, on April 9, 2026, we completed the initial closing of the Private Placement. We sold 10,777,268 shares of our common stock at a purchase price of $3.00 per share and issued Placement Agent Warrants to purchase 862,183 shares of common stock at an exercise price of $3.00 per share. At a subsequent closing on June 1, 2026, we sold a further 185,000 shares and issued Placement Agent Warrants to purchase an additional 14,800 shares, in each case on the same terms. Gross proceeds of the Private Placement were approximately $32.9 million and transaction costs totaled $4.2 million, resulting in net proceeds of approximately $28.7 million.

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Incorporated in the State of Delaware in 2009, Ionetix was founded to develop superconducting cyclotron technology to produce isotopes for medical and industrial purposes. Our founding premise was to use this novel cyclotron technology and our proprietary know-how to produce isotopes in a smaller and thus more cost-effective footprint. Our mission is to produce otherwise hard-to-obtain isotopes, using a combination of our proprietary cyclotron technology and equipment sourced from third parties.

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Diagnostic drug and medical radioisotopes sales represent our principal source of revenue. Under these arrangements, customers place purchase orders pursuant to master sales agreements, with each delivered dose representing a distinct performance obligation. Revenue is recognized upon delivery, when control of the product transfers to the customer. Because these products are ordered based on clinical requirements and administered as part of patient care, demand is closely tied to real-time utilization. We have only begun began sales of therapeutic radioisotopes in late 2025, and we expect revenues from the sale of diagnostic drugs to continue to represent the primary driver of our business, with future growth influenced by the development and commercialization of additional isotopes, including therapeutic isotopes, as well as continuing utilization of PET imaging products.

Cyclotron system revenues are generated from the delivery of equipment together with installation and related activities necessary to verify functionality in accordance with contractual specifications. These activities are combined into a single performance obligation, and revenue is recognized upon completion of installation and formal customer acceptance. Cyclotron system sales are generally have historically been driven by customer-specific deployment needs and the timing of system installations. As a result, Because we expect revenues from do not intend to pursue cyclotron system sales in the future, we do not expect to fluctuate generate revenue from period to period. cyclotron system sales.

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Interest Expense, Net

Interest Income (Expense), Net

Interest income (expense), net consists primarily of interest incurred on outstanding debt obligations, partially offset by interest income earned on our cash. and cash equivalents.

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Comparison of the Three and Six Months Ended March 31, June 30, 2026 and 2025

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Revenue $ 1,071 $ 2,590

Cost of revenue 1,497 2,090

Selling, general and administrative 2,904 2,882

Research and development 702 1,347

Total operating expenses 5,103 6,319

Loss from operations (4,032 ) (3,729 )

Interest expense, net (374 ) (780 )

Other income (expense), net (2,535 ) 2,118

Loss before provision for income taxes (6,941 ) (2,391 )

Provision for income taxes — —

Net loss $ (6,941 ) $ (2,391 )

Revenue $ 1,071 $ 2,590 -59 %

Total revenue was $1.1 million for the three months ended March 31, 2026 compared to $2.6 million for the three months ended March 31, 2025, a decrease of $1.5 million, or 59%. The decrease was primarily driven by a $1.6 million decrease in cyclotron system sales, as no cyclotron system sales were recognized during the current period, compared to $1.6 million recognized in the prior-year period in connection with the fulfilment of a cyclotron contract. This decrease reflected the timing of customer-specific system deployments and installations. Diagnostic drug and medical radioisotopes sales were $1.1 million for the three months ended March 31, 2026 compared to $1.0 million for the three months ended March 31, 2025.

Cost of revenue $ 1,497 $ 2,090 -28 %

Cost of revenue was $1.5 million for the three months ended March 31, 2026 compared to $2.1 million for the three months ended March 31, 2025, a decrease of $0.6 million, or 28%. The change was primarily driven by the decrease in system sales costs, reflecting that no cyclotron system sales were recognized in the current period.

June 30, Six Months Ended

(in thousands) (in thousands)

Revenue $ 1,181 $ 1,083 $ 2,252 $ 3,673

Cost of revenue 1,419 1,063 2,916 3,153

Selling, general and administrative 3,311 2,737 6,215 5,619

Research and development 713 1,298 1,415 2,645

Total operating expenses 5,443 5,098 10,546 11,417

Loss from operations (4,262 ) (4,015 ) (8,294 ) (7,744 )

Interest income (expense), net 60 (800 ) (314 ) (1,580 )

Other income (expense), net (11,093 ) (3,169 ) (13,628 ) (1,051 )

Loss before provision for income taxes (15,295 ) (7,984 ) (22,236 ) (10,375 ) Provision for income taxes 4 6 4 6 Net loss $ (15,299 ) $ (7,990 ) $ (22,240 ) $ (10,381 ) Revenue Three Months Ended June 30, Change Six Months Ended June 30, Change 2026 2025 % 2026 2025 % (in thousands) (in thousands) Revenue $ 1,181 $ 1,083 9 % $ 2,252 $ 3,673 -39 % Total revenue was $1.2 million for the three months ended June 30, 2026 compared to $1.1 million for the three months ended June 30, 2025, representing an increase of $0.1 million, or 9%. The increase was driven by consulting services revenue for which there was no comparable amount in the prior year period. Diagnostic drug and medical radioisotopes sales remained relatively consistent at $1.1 million for both the three months ended June 30, 2026 and 2025.

Total revenue was $2.3 million for the six months ended June 30, 2026 compared to $3.7 million for the six months ended June 30, 2025, representing a decrease of $1.4 million, or 39%. The decrease was primarily driven by a $1.6 million decrease in cyclotron system sales, reflecting the absence of cyclotron system sales in the current period, partially offset by higher diagnostic drug and medical radioisotopes sales and consulting services revenue for which there was no comparable amount in the prior year period. Because we do not intend to pursue cyclotron system sales in the future, we do not expect to generate revenue from cyclotron system sales in future periods. Diagnostic drug and medical radioisotopes sales were $2.2 million for the six months ended June 30, 2026 compared to $2.1 million for the six months ended June 30, 2025.

June 30, Change Six Months Ended

(in thousands) (in thousands)

Cost of revenue $ 1,419 $ 1,063 33 % $ 2,916 $ 3,153 -8 %

Cost of revenue was $1.4 million for the three months ended June 30, 2026 compared to $1.1 million for the three months ended June 30, 2025, representing an increase of $0.3 million, or 33%. The increase was primarily driven by $0.3 million of costs associated with a newly operational production site that commenced commercial activities in December 2025.

Cost of revenue was $2.9 million for the six months ended June 30, 2026 compared to $3.2 million for the six months ended June 30, 2025, representing a decrease of $0.3 million, or 8%. The decrease was primarily driven by a $0.7 million decrease in costs associated with cyclotron system sales, as no cyclotron system sales were recognized during the current period, and a $0.2 million decrease in overhead allocation costs among production sites due to changes in revenue generation. These decreases were partially offset by $0.6 million of costs associated with the newly operational production site as described above.

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Selling, general and administrative $ 2,904 $ 2,882 1 %

Selling, general and administrative expenses remained relatively flat at $2.9 million for the three months ended March 31, 2026 compared to the same period in 2025.

June 30, Change Six Months Ended

(in thousands) (in thousands)

Selling, general and administrative $ 3,311 $ 2,737 21 % $ 6,215 $ 5,619 11 % Selling, general and administrative expenses were $3.3 million for the three months ended June 30, 2026 compared to $2.7 million for the three months ended June 30, 2025, representing an increase of $0.6 million, or 21%. The increase was primarily driven by a $0.3 million increase in personnel-related costs, reflecting higher salaries, stock-based compensation and bonuses; a $0.2 million increase in insurance expense, mainly associated with the new public company insurance policies obtained in connection with the Merger on April 9, 2026; and a $0.2 million increase in other operating expenses, primarily a $0.1 million provision for credit losses.

Selling, general and administrative expenses were $6.2 million for the six months ended June 30, 2026 compared to $5.6 million for the six months ended June 30, 2025, representing an increase of $0.6 million, or 11%. The increase was primarily driven by a $0.2 million increase in insurance expense, a $0.2 million increase in personnel-related costs as described above and a $0.2 million increase in professional fees, primarily corporate legal fees.

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Research and development $ 702 $ 1,347 -48 %

Interest Expense, Net

Interest expense, net $ 374 $ 780 -52 %

Interest expense, net was $0.4 million for the three months ended March 31, 2026 compared to $0.8 million for the three months ended March 31, 2025, a decrease of $0.4 million, or 52%. The decrease was primarily driven by the conversion of the convertible notes in the fourth quarter of 2025, which eliminated the related interest expense in the three months ended March 31, 2026.

Other income (expense), Net $ (2,535 ) $ 2,118 -220 %

Other expense, net was $2.5 million for the three months ended March 31, 2026 compared to other income, net, of $2.1 million for the three months ended March 31, 2025, representing a change of $4.7 million. The change was primarily driven by a $2.2 million upfront loss recognized in connection with the issuance of SAFEs with common stock warrant coverage during the three months ended March 31, 2026, reflecting the excess of the aggregate fair value of the instruments issued over the proceeds received. Additionally, the fair value of SAFE liabilities swung from a $2.1 million gain during the three months ended March 31, 2025 to a $0.1 million loss during the three months ended March 31, 2026, reflecting changes in the estimated fair value of outstanding SAFEs prior to their conversion into Series F redeemable convertible preferred stock on March 31, 2026.

June 30, Change Six Months Ended

(in thousands) (in thousands)

Research and development $ 713 $ 1,298 -45 % $ 1,415 $ 2,645 -47 %

Research and development expenses were $0.7 million for the three months ended March 31, June 30, 2026 compared to $1.3 million for the three months ended March 31, June 30, 2025, representing a decrease of $0.6 million, or 48%. 45%. The decrease was primarily driven by a $0.4 $0.3 million decrease in personnel-related costs and a $0.2 million decrease in depreciation expense, reflecting the transition of certain employees and related facility-related costs and employees from research and development activities associated with alpha-emitting isotopes to cost of revenue beginning in December 2025, as the related facility progressed toward operational readiness.

Research and development expenses were $1.4 million for the six months ended June 30, 2026 compared to $2.6 million for the six months ended June 30, 2025, representing a decrease of $1.2 million, or 47%. The decrease was primarily driven by a $0.6 million decrease in personnel-related costs and a $0.3 million decrease in depreciation expense, resulting from the transition described above.

Other Interest Income (Expense), Net

June 30, Change Six Months Ended

(in thousands) (in thousands)

Interest income (expense), net $ 60 $ (800 ) -108 % $ (314 ) $ (1,580 ) -80 % Interest income, net was $0.1 million for the three months ended June 30, 2026, compared to interest expense, net of $0.8 million for the three months ended June 30, 2025 representing a change of $0.9 million, or 108%. The change was primarily driven by a $0.5 million decrease in interest expense and related amortization of deferred financing fees following the conversion of the convertible notes on October 31, 2025, and a $0.3 million decrease following the repayment in full of the 2023 Term Loan (as defined under "Certain Relationships and Related Party Transactions—2023 Term Loan") and promissory notes in connection with the Merger, together with interest income earned on higher cash balances following the Private Placement.

Interest expense, net was $0.3 million for the six months ended June 30, 2026, compared to $1.6 million for the six months ended June 30, 2025, representing a change of $1.3 million, or 80%. The change was primarily driven by a $1.0 million decrease in interest expense and related amortization of deferred financing fees following the conversion of the convertible notes on October 31, 2025 and a $0.3 million decrease in interest expense following the repayment in full of the 2023 Term Loan and promissory notes in connection with the Merger, which reduced interest-bearing obligations outstanding for a substantial portion of the 2026 period.

June 30, Change Six Months Ended

(in thousands) (in thousands)

Other expense, net $ (11,093 ) $ (3,169 ) 250 % $ (13,628 ) $ (1,051 ) 1,197 % Other expense, net was $11.1 million for the three months ended June 30, 2026, compared to $3.2 million for the three months ended June 30, 2025, an increase of $7.9 million, or 250%. The increase was primarily driven by a $10.5 million non-cash loss recognized in connection with the settlement of investor agreements, comprising $9.7 million on the issuance of common stock warrants in settlement of a contingent equity arrangement and $0.8 million on the issuance of common stock in connection with the Termination Agreement, together with $0.6 million of amortization of financing costs recognized in connection with the repayment in full of the outstanding loans and notes. These increases were partially offset by the absence of fair value remeasurement changes related to SAFE liabilities following the conversion of all outstanding SAFEs into Legacy Ionetix Series F redeemable convertible preferred stock on March 31, 2026, compared to a $3.2 million loss from changes in the fair value of SAFE liabilities during the three months ended June 30, 2025.

Other expense, net was $13.6 million for the six months ended June 30, 2026, compared to $1.1 million for the six months ended June 30, 2025, an increase of $12.5 million, or 1,197%. The increase was primarily driven by the $10.5 million non-cash loss recognized in connection with the settlement of investor agreements, a $2.2 million upfront loss recognized in connection with the issuance of SAFEs with common stock warrant coverage, and $0.9 million of amortization of financing costs recognized in connection with the repayment in full of the outstanding loans and notes. These increases were partially offset by lower fair value remeasurement losses related to SAFE liabilities, which were $0.1 million for the six months ended June 30, 2026 compared to $1.1 million for the six months ended June 30, 2025, following the conversion of all outstanding SAFEs into Legacy Ionetix Series F redeemable convertible preferred stock on March 31, 2026.

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Year Ended December 31,

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Year Ended December 31,

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Year Ended December 31,

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Year Ended December 31,

Interest expense, net was $3.3 million for the year ended December 31, 2025 compared to $2.2 million for the year ended December 31, 2024, an increase of $1.1 million, or 46%. The increase was primarily attributable to higher average outstanding debt balances during 2025, including borrowings under the 2024 convertible promissory note issued in July 2024 and converted in October 2025 (the "2024 Note") and the 2023 Term Loan, (as defined herein), which resulted in increased interest expense during the period.

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Net cash used in operating activities for the three months ended March 31, 2026 was $2.2 million, which resulted from a net loss of $6.9 million, adjusted for non-cash charges of $4.1 million and net cash inflows from changes in operating assets and liabilities of $0.6 million. Cash used in investing activities was $1.5 million and cash provided by financing activities was $3.5 million, consisting primarily of $2.4 million of proceeds from the issuance of SAFEs, $0.8 million of net proceeds from short-term debt, and $0.4 million of proceeds from related party advances.

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and 35 more changes in the filing

Market risk 1 change

Our exposure to interest rate risk relates related primarily to our outstanding debt obligations outstanding prior to the Merger. As of December 31, 2025, our debt consisted of June 30, 2026, we had no outstanding borrowings. All indebtedness outstanding prior to the 2023 Term Loan and a promissory note, both of which bear Merger, including accrued interest, at fixed rates. was repaid in full in connection with the Merger. Accordingly, changes in market interest rates would not have a direct impact on our interest expense related to existing borrowings. As of December 31, 2025, June 30, 2026, we held cash and cash equivalents primarily in demand deposit accounts with financial institutions. We do not believe we have material exposure to interest rate risk related to our cash. and cash equivalents. Future borrowings, if any, may be subject to variable interest rates or market conditions that could increase our cost of capital.

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Management 32 changes

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The following table sets forth information regarding our current executive officers and directors as of July 31, September 30, 2026:

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Michael Stewart 57 Chairman

Michael Stewart 58 Chairman

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Kevin Cameron has served as the President and Chief Executive Officer and as a member of the board of directors of Ionetix since 2009 and as the President and Chief Executive Officer of the Company since the closing of the Merger in April 2026. Mr. Cameron has served as a member of the Board since May 2026. Prior to joining Ionetix, Mr. Cameron served as President of Glass, Lewis & Co., a leading independent corporate governance research firm that he co-founded in 2003.

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Phieu Phun has served as the Chief Financial Officer of Ionetix since April 2022 and as the Chief Financial Officer of the Company since the closing of the Merger in April 2026. Mr. Phun joined Ionetix from Vaxcyte, a developer of next-generation pneumococcal conjugate vaccines, where he served as Executive Director and Head of Finance.

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Gregory Martin has served as a member of the board of directors of Ionetix since 2016 and as a member of the Board since the closing of the Merger in April 2026. Mr. Martin currently serves as the Chair of the Company's audit committee and a member of the Company's compensation committee and nominating and governance committee. Mr. Martin is the Managing Director, Operations and Co-Leader of Catalysis Capital Management ("CCMI"), a multi-generational private family office. Prior to joining CCMI, Mr. Martin spent 25 years at Shamrock Holdings, the investment company for the Roy E. Disney family, where he was the President and CEO from 2016 – 2025. Mr. Martin is a seasoned finance, operational and strategic executive. Mr. Martin holds a Bachelor of Arts in Accounting from California State University, Fullerton.

Douglas Boothe, MBA has served as a member of the board of directors of Ionetix since 2024 and as a member of the Board since the closing of the Merger in April 2026. Mr. Boothe currently serves as member the Chair of the Company's compensation committee. Mr. Boothe is the CEO of Dexcel Pharma USA, a specialty pharmaceutical company, commercializing branded and generic drugs. Prior to Dexcel, Mr. Boothe was the President and CEO of Akorn Pharmaceuticals, a specialty pharmaceutical company, from 2019 – 2023. Mr. Boothe is a seasoned finance and operational executive with extensive pharmaceutical industry experience. Mr. Boothe holds a Bachelor of Science in Mechanical & Aerospace Engineering from Princeton University and an MBA from The Wharton School of the University of Pennsylvania.

Michael Stewart has served as a member of the board of directors of JDEV since February 2026 and as a member of the Board since the closing of the Merger in April 2026. Mr. Stewart currently serves as a member the Chair of the Company's audit committee and nominating and governance committee and a member of the Company's audit committee. Mr. Stewart is the Principal of Cardiff Associates, a consulting company focused on board and management advisory engagements. Mr. Stewart is a life-long finance executive who began his career in financial services in 1992 at Barclays Global Investors and ascended to heading the equity trading division. Mr. Stewart worked in various Wall Street financial institutions and retired in 2019 as Managing Director at Credit Suisse where he was responsible for global equities. Mr. Stewart is a seasoned finance executive with extensive capital markets and investment experience. Mr. Stewart holds a Bachelor of Arts in Economics and English from University of California, Santa Barbara.

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Our Board currently consists of Kevin Cameron, Gregory Martin, Douglas Boothe, Michael Stewart and Michael Tarnok. Our restated certificate of incorporation provides that the total number of directors constituting the Whole Board (as defined herein) below) shall be fixed from time to time exclusively by resolution adopted by a majority of the Whole Board. Each director shall hold office until the annual meeting at which such director's term expires and until such director's successor is elected and qualified, or until such director's earlier death, resignation, disqualification or removal.

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● Class I directors: Douglas Boothe and Gregory Martin, and their terms will expire at the first annual meeting of stockholders to be held after the completion of the Merger;

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The Board has an audit committee, a compensation committee, and a nominating and governance committee, each of which, pursuant to its respective charter, will have has the composition and responsibilities described below. Members serve on these committees until their resignation or until otherwise determined by the Board.

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Information with respect to the Company's directors and executive officers after the closing of the Merger is described in the section titled " Management " beginning on page 69. 68.

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Currently, we do not have a policy or program for the compensation of its non-employee directors. The Board intends to adopt an outside director compensation policy, which will set forth the terms upon which non-employee directors will be compensated for their service on the Board consistent with market-standard practices.

Prior to October 2026, we did not have a policy or program for the compensation of our non-employee directors. On October 23, 2026, the Board, upon the recommendation of our compensation committee, adopted the Non-Employee Director Compensation Plan (the "Director Compensation Plan"), which sets forth the terms upon which our non-employee directors are compensated for their service on the Board, the board of directors of Ionetix and the committees thereof. The Director Compensation Plan does not apply to directors who are also our employees, including Mr. Cameron.

The Director Compensation Plan does not currently provide for cash retainers or meeting fees. Our non-employee directors are reimbursed for reasonable travel expenses incurred in connection with attending meetings of the Board and its committees. Under the Director Compensation Plan, each non-employee director is eligible to receive (i) upon first becoming a non-employee director, a stock option to purchase shares of our common stock (an "Initial Award") and (ii) following each annual meeting of our stockholders, a stock option to purchase shares of our common stock and an award of restricted stock units (an "Annual Award"), in each case covering the number of shares recommended by our compensation committee and approved by the Board. Stock options subject to Initial Awards vest as to 25% of the shares on the first anniversary of the date of grant and in monthly installments over the following three years, stock options subject to Annual Awards vest on the first anniversary of the date of grant and restricted stock units subject to Annual Awards vest on January 1 of the year following the year of grant, in each case subject to the director's continued service through the applicable vesting date. All awards under the Director Compensation Plan are granted under the 2026 EIP, and all stock options have an exercise price of not less than the fair market value of a share of our common stock on the date of grant and a term of ten years. All outstanding awards granted under the Director Compensation Plan will vest in full upon a Change in Control (as defined in the 2026 EIP).

On October 23, 2026, the Board approved the following awards under the Director Compensation Plan: (i) an Initial Award to Mr. Stewart consisting of a stock option to purchase 175,000 shares of our common stock and (ii) an Annual Award to each of Messrs. Martin, Boothe and Tarnok consisting of a stock option to purchase 100,000 shares of our common stock and 15,000 restricted stock units. Each stock option has an exercise price of $3.00 per share.

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This section discusses the material components of the executive compensation program for the Company's named executive officers who appear in the "2025 Summary Compensation Table" below. In 2025, the "named executive officers" and their positions with the Company Ionetix were as follows:

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Name and Principal Position Year Salary ($) Bonus ($) Option Awards.

Kevin Cameron 2025 $ 423,150 - $ 99,756 $ 522,906

Chief Executive Officer

Phieu Phun 2025 $ 423,150 - $ 79,805 $ 502,955

Chief Financial Officer

Name and Principal Position Year Salary ($) Bonus ($) Option Awards ($) (1) Total ($) Kevin Cameron 2025 $ 423,150 - $ 99,756 $ 522,906 Chief Executive Officer Phieu Phun 2025 $ 423,150 - $ 79,805 $ 502,955 Chief Financial Officer (1) The amounts reported in this column represent the aggregate grant-date fair value of stock awards and option awards granted to the named executive officers during 2025, calculated in accordance with Financial Accounting Standards Board FASB Accounting Standards Codification ASC Topic 718 for stock-based compensation transactions.

In 2025, Mr. Cameron and Mr. Phun each received annual base salaries of $423,150. The base salaries payable was were intended to provide a fixed component of compensation reflecting each executive's skill set, experience, role and responsibilities.

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During 2025, we granted stock options to Mr. Cameron and Mr. Phun representing 325,000 650,000 and 260,000 520,000 shares of our Ionetix common stock, respectively (on an as-converted basis), (prior to giving effect to the Conversion Ratio), pursuant to Ionetix's 2016 Equity Incentive Plan (the "2016 EIP"), in each case in two equal grants made on March 27, 2025 and November 18, 2025 in connection with our 2024 and 2025 annual equity compensation refresh, respectively. The stock options have an exercise price of $0.49 per share (prior to giving effect to the Conversion Ratio) and vest on a 4-year vesting schedule, with 25% of the shares vesting on the first anniversary of the applicable vesting commencement date (March 17, 2024 for the March 2025 grants and March 17, 2025 for the November 2025 grants) and 1/48 th of the shares vesting monthly over the 36-month period thereafter, subject to the executive's continued employment through each vesting date. Prior to the closing of the Merger, we granted stock options to Mr. Phun representing 400,000 shares of our Ionetix common stock (prior to giving effect to the Conversion Ratio), pursuant to the 2016 EIP. No other equity awards were issued under the 2016 EIP. Following the Closing Date, no additional grants will be made under the 2016 EIP.

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The following table sets forth information regarding unvested stock outstanding equity awards held by each of our executive officers as of December 31, 2025. The numbers of shares and exercise prices shown in the table do not give effect to the Conversion Ratio.

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On October 23, 2026, the Board, upon the recommendation of our compensation committee, approved the grant of stock options under the 2026 EIP to Mr. Cameron and Mr. Phun to purchase 1,025,600 and 854,700 shares of our common stock, respectively. Each stock option has an exercise price of $3.00 per share, with 25% of the shares vesting on the first anniversary of the vesting commencement date on April 10, 2026 and 1/48th of the shares vesting monthly over the 36-month thereafter, and has a term of ten years. Each stock option is subject to the acceleration of vesting provisions of the Cameron Offer Letter or the Phun Offer Letter, as applicable, described above under "—Potential Payments Upon Termination of Employment or Change in Control."

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Subject to adjustments as set forth in the 2026 EIP, the maximum aggregate number of shares of our common stock that may initially be issued under the 2026 EIP will not exceed 5,346,080 5,000,000 shares of common stock (representing about 4% of the fully-diluted capitalization of Ionetix immediately following the closing of the Merger and the Private Placement). The shares may be authorized, but unissued, or reacquired common stock. Furthermore, subject to adjustments as set forth in the 2026 EIP, in no event shall the maximum aggregate number of shares that may be issued under the 2026 EIP pursuant to an incentive stock option exceed the number set forth above plus, to the extent allowable under Section 422 of the Code and the regulations promulgated thereunder, any shares that again become available for issuance pursuant to the 2026 EIP.

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Employees, directors and independent contractors of us or our affiliates are all eligible to participate in the 2026 EIP. ISOs may only be granted to employees. As of July 31, September 30, 2026, we have approximately 65 had 69 full-time employees and 1 part-time employee in the United States who are eligible to be granted stock awards under the 2026 EIP.

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At the time a stock option is granted, the Plan Administrator will fix the period within which the stock option may be exercised and will determine any conditions that must be satisfied before the stock option may be exercised. A stock option may become exercisable upon completion of a specified period of service with us or one of our affiliates and/or based on the achievement of performance goals during a performance period as set out in advance in the participant's award agreement. If a stock option is exercisable based on the satisfaction of performance goals, then the Plan Administrator will: (x) determine the nature, length and starting date of any performance period for such stock option; (y) select the performance goals to be used to measure the performance; and (z) determine what additional vesting conditions, if any, should apply. Please refer to the discussion below under "-Performance Goals" for more information. The Plan Administrator will also determine the acceptable form of consideration for exercising a stock option, including the method of payment.

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In determining whether restricted stock or RSUs should be granted, and/or the vesting schedule for such a stock award, the Plan Administrator may impose whatever conditions on vesting as it determines to be appropriate. For example, the Plan Administrator may determine to grant restricted stock or RSUs only if performance goals established by the Plan Administrator are satisfied. Any performance goals may be applied on a Company-wide or an individual business unit basis, as determined by the Plan Administrator. Please refer to the discussion below under "- Performance Goals " for more information.

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In the event of (i) a transfer of all or substantially all of our assets, (ii) a merger, consolidation or other capital reorganization or business combination transaction of us with or into another corporation, entity or person, (iii) the consummation of a transaction, or series of related transactions, in which any person becomes the beneficial owner directly or indirectly, of more than 50% of our then outstanding capital stock or (iv) a Change in Control (as defined in the 2026 EIP), each outstanding stock award (vested or unvested) will be assumed by the buyer subject to accelerated vesting if the service provider's employment is terminated without cause by the buyer within the 24-month period immediately following consummation of such Change in Control. Additionally, if the buyer does not assume each outstanding stock award, then such award shall become fully vested immediately prior to consummation of such Change in Control.

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Related-party transactions 15 changes

The Merger was accounted for as a reverse recapitalization, and the historical financial statements of Legacy Ionetix became our historical financial statements. Accordingly, other than as described below under "JDEV Acquisition Corp.," the transactions described below are transactions to which Legacy Ionetix was a party prior to the Merger. Below, we describe transactions since January 1, 2024, in which the amounts involved exceeded or will exceed the lesser of (i) $120,000 and (ii) 1% of the average total assets of the Company at year end for the last two completed fiscal years, between the Company and any of our directors, executive officers, or beneficial holders of more than 5% of Ionetix's pre-Merger our capital stock. Other than as described below, there have not been transactions to which we have been a party other than compensation arrangements, which are described under " Compensation of Directors and Executive Officers ." The following description is historical and has not been adjusted to give effect to the Merger.

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On December 10, 2025, JDEV issued promissory notes (the "Notes") to five of JDEV's stockholders, pursuant to which JDEV agreed to repay any and all amounts advanced to JDEV, on such date as JDEV's common stock became listed for trading on a nationally recognized exchange in the United States. The five JDEV stockholders were: Vincent LaBarbara, David Landskowsky, Eric Rubenstein, Michael Stewart, and Joseph Lucosky. The Notes bore interest at a rate of 5% per annum, payable on the maturity date of the Notes. As of each of March 31, 2026 and December 31, 2025, the aggregate principal amount outstanding under the Notes was $25,000. The Notes were repaid in full in connection with the closing of the Merger.

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Ionetix leases a building from one 6424 Westland, LLC, an entity affiliated with Shamrock Ionetix, LLC ("Shamrock"), a beneficial owner of Ionetix's investors, which more than 5% of our common stock. Ionetix uses this building for the production of therapeutic radiopharmaceuticals and for research and development. The terms of the lease were negotiated on an arm's-length basis. The lease commenced in February 2021 and expires in January 2031. The monthly base rent is immaterial, and the lease is accounted for as an operating lease. Operating lease cost related to this lease was immaterial for each reporting period presented. As of each of March 31, June 30, 2026 and December 31, 2025, Ionetix's operating lease right-of-use assets related to this lease were $0.3 million and the related total operating lease liabilities were $0.3 million.

In February 2023, Ionetix entered into a note payable agreement with a principal amount of $5.5 million and an interest rate of 17% per annum (the "2023 Term Loan") with an existing investor of Ionetix Corporation who is a related party. Shamrock. The 2023 Term Loan matured was scheduled to mature in May 2026, as amended. Interest accrues accrued at a stated rate of 17% per annum and is was payable at maturity. No principal payments have been made since issuance.

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During the year ended December 31, 2025, the investor Shamrock exercised 110,000 of the Preferred Stock Warrants. As of December 31, 2025 and 2024, 110,000 and 220,000 Preferred Stock Warrants were outstanding, respectively. In connection with the Merger, the remaining Preferred Stock Warrants were assumed by us and converted into warrants to purchase 55,154 shares of our common stock, with the number of underlying shares and exercise price adjusted based on the Conversion Ratio. Upon conversion, the warrants met the criteria for equity classification.

In July 2024, Ionetix amended the 2023 Term Loan to extend the maturity date from August 2024 to February 2025. In connection with the amendment, Ionetix issued 250,000 common stock warrants to the creditor. Shamrock.

In 2025, Ionetix entered into additional amendments to extend the maturity date to May 2026. In connection with these amendments, Ionetix Corporation issued an aggregate of 1,000,000 additional common stock warrants to the creditor. Shamrock. Additionally, a portion of the accrued interest of $0.4 million was converted to a SAFE issued to the note holder, with an aggregate principal amount of $0.4 million. The terms of the SAFE was issued with warrant coverage issued on substantially the same terms as the those issued to other investors in that financing. Of the 1,250,000 common stock warrants issued to Shamrock in connection with these amendments, 750,000 were exercised in August 2025 and the remaining 500,000 were exercised in March 2026, in each case prior to the Merger.

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During the year ended December 31, 2024, advances from an Kevin Cameron, our Chief Executive Officer, and Gregory Taxin, who was a member of the board of Legacy Ionetix at the time of these transactions, totaled $1.7 million. All such advances were repaid during 2024, and no amounts were outstanding as of December 31, 2024.

During the year ended December 31, 2025, advances from an executive officer, a member of the Board, Kevin Cameron, Gregory Taxin and an existing investor who is a related party Shamrock totaled $2.3 million. Of these advances, approximately $0.5 million was converted into SAFEs with warrant coverage issued in December 2025 in connection with Ionetix's November and December 2025 SAFE financing. The SAFEs issued upon conversion were on substantially the same terms as those issued to other investors in that financing. The remaining advances were repaid in cash during 2025. No related party advances were outstanding as of December 31, 2025.

In January 2026, Ionetix received unsecured, non-interest-bearing, payable-on-demand advances of $0.3 million from a member of the board of Legacy Ionetix (Gregory Taxin) and less than $0.1 million from an executive officer Kevin Cameron to support Ionetix's liquidity needs. In February 2026, the less than $0.1 million advance from the executive officer Kevin Cameron was repaid. In March 2026, the $0.3 million advance from the member of the Board Gregory Taxin was converted into an unsecured promissory note. In April 2026, Ionetix received additional non-interest-bearing advances of $0.4 million from the same member of the Board. Gregory Taxin. In connection with the closing of the Merger in April 2026, all outstanding advances from the member of the Board Gregory Taxin were repaid in full. No related-party advances were outstanding as of March 31, June 30, 2026 December 31, 2025, or the date of this prospectus.

In April 2025, Ionetix issued an unsecured promissory note to a member of Ionetix's board of directors Gregory Taxin in the principal amount of $0.4 million. The note bore interest at 11% per annum and matured on was scheduled to mature in April 9, 2026, as amended. Interest is was payable at maturity, and all unpaid principal and accrued interest are were due on the maturity date. As of December 31, 2025, the outstanding principal balance of the note was $0.4 million and accrued interest was immaterial. The note was repaid in full in connection with the closing of the Merger in April 2026.

In March 2026, Ionetix issued additional unsecured promissory notes to the same member of the Board Gregory Taxin with an aggregate principal amount of $0.6 million. The notes bear bore interest at rates ranging from 11% to 15% per annum and were scheduled to mature in March and April 2026 and March 2027, as applicable.

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In November 2025, David W. Martin, Jr., who was a member of the board of Legacy Ionetix at the time of these transactions, purchased a SAFE in the principal amount of $0.2 million. The SAFE was issued on substantially the same terms as other SAFEs issued in November 2025 and did not include warrant coverage. The SAFE was converted into shares of Ionetix's Series F redeemable convertible preferred stock in March 2026, which was converted into shares of our common stock at the Effective Time based on the Conversion Ratio.

In March 2026, Gregory Taxin purchased a SAFE in the principal amount of $0.3 million. The SAFE was issued on substantially the same terms as the other SAFEs issued in the same financing, including common stock warrant coverage. The SAFE was converted into shares of Ionetix's Series F redeemable convertible preferred stock in March 2026, which was converted into shares of our common stock at the Effective Time based on the Conversion Ratio.

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We maintain indemnification agreements with each of our current directors and executive officers. The indemnification agreements and our amended and restated bylaws require us to indemnify our directors to the fullest extent not prohibited by the DGCL. Subject to very limited exceptions, our amended and restated bylaws will also require us to advance expenses incurred by our directors and officers.

Principal stockholders 45 changes

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of July 31, September 30, 2026, following the closing of the Merger and the Private Placement, by:

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The percentage of shares beneficially owned is computed on the basis of 106,295,716 106,313,117 shares of common stock outstanding as of July 31, September 30, 2026, after giving effect to the Merger, the Private Placement, and the issuance of 277,696 Additional Shares pursuant to the Termination Agreement. Shares of common stock that a person has the right to acquire within 60 days of July 31, September 30, 2026 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as a group. Unless otherwise indicated, the address of each beneficial owner in the table below is 3130 Sovereign Drive, Lansing, MI 48911.

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Eli Lilly Company 8,133,701 7.65 %

Eli Lilly and Company (9) 8,411,397 7.91 %

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Tees Rivers River Isotopes Fund SLP (8) 5,372,142 5.05 %

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Kevin Cameron (3) 6,590,574 6.13 %

Kevin Cameron (3) 7,033,113 6.54 %

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Phieu Phun (4) 751,835 0.70 %

Greogry S. Martin (6) 318,175 0.30 %

Douglas Boothe (7) 24,823 0.02 %

Directors and Named Executive Officers as a Group 9,708,716 8.94 % (1) Includes 5,084,485 warrants exercisable to purchase common stock within 60 days.

(2) Includes 55,154 warrants exercisable to purchase common stock within 60 days.

(3) Includes 1,283,792 stock options exercisable within 60 days.

Phieu Phun (4) 768,151 0.72 %

Michael Tarnok (5) 413,763 416,898 0.39 %

Gregory S. Martin (6) 321,310 0.30 %

Douglas Boothe (7) 27,045 0.03 %

Directors and Named Executive Officers as a Group 10,176,063 9.37 % (1) Includes 5,084,485 warrants exercisable to purchase common stock within 60 days. Scott Baglio may be deemed to have voting and/or investment control over the securities held by Ospraie Real Assets Fund LP. Mr. Baglio, however, disclaims any beneficial ownership of these shares. The business address of Ospraie Real Assets Fund LP is 411 Theodore Fremd Avenue, Suite 240, Rye, NY 10580.

(2) Includes 55,154 warrants exercisable to purchase common stock within 60 days. Stanley Gold may be deemed to have voting and/or investment control over the securities held by Shamrock Ionetix, LLC. Mr. Gold, however, disclaims any beneficial ownership of these shares. The business address of Shamrock Ionetix, LLC is 3500 W. Olive Ave., Suite 790, Burbank, CA 91505.

(3) Includes 1,304,162 stock options exercisable within 60 days and 422,169 shares held by Emma Cameron and Oliver Cameron over which Mr. Cameron shares voting and investment power.

(4) Includes 751,835 768,151 stock options exercisable within 60 days.

(5) Includes 82,521 85,656 stock options exercisable within 60 days.

(6) Includes 137,884 141,019 stock options exercisable within 60 days.

(7) Includes 24,823 27,045 stock options exercisable within 60 days.

(8) Sean Benson may be deemed to have voting and/or investment control over the securities held by Tees River Isotopes Fund SLP. Mr. Benson, however, disclaims any beneficial ownership of these shares. The business address of Tees River Isotopes Fund SLP is Capellen, Luxembourg.

(9) Jeffrey Zartman may be deemed to have voting and/or investment control over the securities held by Eli Lilly and Company. Mr. Zartman, however, disclaims any beneficial ownership of these shares. The business address of Eli Lilly and Company is Lilly Corporate Center, Indianapolis, IN 46285.

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Name of Selling Stockholders Shares Owned Before the Offering Shares Being Offered (1) Number Owned After the Offering Percent Owned After the Offering(%) (2) 2020 Morris Family Trust(3) 537,214 537,214 — * Aarial Schreiner 7,521 7,521 — * Abraham Hands 10,028 10,028 — * Adamatru Pty Ltd ATF PM Adamovich Superannuation Fund(4) 50,140 50,140 — * Albert Hughes 21,820 21,820 — * Alexander Adamovich 58,989 58,989 — * Alexandra Edsall 179,307 179,307 — * Alexey Kaplan 4,701 4,701 — * Anamaria Feloniz Morris 11,171 11,171 — * Andrew Caldarone 1,003 1,003 — * Andrew Kenneth Woeber and Joy Sayour Woeber, Trustees of the Woeber Revocable Trust(5) 420,363 420,363 — * Atlantic Neptune Investment Holdings(6) 1,002,800 1,002,800 — * Audrey Hughes 21,496 21,496 — * Barry S. Turkanis Roth IRA(7) 135,032 135,032 — * Benjamin Martin 9,025 9,025 — * Bernard Osher Trust DTD 3/8/88(8) 233,296 233,296 — * Blaine Trust(9) 203,791 203,791 — * Boundless Dreams LLC(10) 61,618 61,618 — * Bremner C. Morris 89,536 89,536 — * Brian Davis 29,468 29,468 — * Brian Drewyor 31,338 31,338 — * Brian Healy 58,988 58,988 — * Brian M. Silver and Lisa J. Hofer 22,383 22,383 — * Brian O'Donnell 71,935 71,935 — * Brice Furr 3,551 3,551 — * Caitlin Denker 238,762 238,762 — * Carrie Busch Revocable Trust U.D.T. Dated December 13, 2014(11) 870,526 870,526 — * Carrie Houska 12,535 12,535 — * Casterbridge Super Fund(12) 44,767 44,767 — * Chunxiao Zhu 122,663 122,663 — * Claude Eric Lazard 25,070 25,070 — * Craig Fischer 27,282 27,282 — * Name of Selling Stockholders Shares Owned Before the Offering Shares Being Offered (1) Number Owned After the Offering Percent Owned After the Offering(%) (2) Daniel Alt 2,006 2,006 — * Dartley Grandchildren LLC(13) 544,778 544,778 — * Dartley Investment LP(14) 102,691 102,691 — * Dashel Hammerstein 7,163 7,163 — * David Alden Agger Revocable Trust dtd 1/1/2007(15) 15,042 15,042 — * David Ballard 22,719 22,719 — * David Eve 175,490 175,490 — * David Samuel Greatorex 85,238 85,238 — * David W. Martin and Kathleen M. Martin Rev. Trust Dtd 6/17/1987(16) 71,852 71,852 — * David W. Martin, Jr. 380,825 380,825 — * Dennis Jordan 21,936 21,936 — * EGI-Fund (14-16) Investors, L.L.C.(17) 532,523 532,523 — * Eli Lilly and Company(18) 8,411,397 8,411,397 — * Emma Cameron(19) 210,946 210,946 — * Eric Mollon 11,595 11,595 — * Eric Roza 44,768 44,768 — * Evan Leo 158,004 158,004 — * Filbert Partnership, LP, Fund 1(20) 95,512 95,512 — * Forthlane Partners Private Opportunities Fund LP(21) 358,142 358,142 — * Frank Plastini 16,504 16,504 — * Frog & Peach Investors LLC(22) 1,745,363 1,745,363 — * Gabe Blosser 83,671 83,671 — * Gaetano Muzio ROTH IRA(23) 169,280 169,280 — * Gary Buxton 5,014 5,014 — * Gary Horner 50,140 50,140 — * George Adam Eberstadt(24) 185,355 185,355 — * Golden Gate, LLC(25) 202,193 202,193 — * Greg Gwizdz 17,954 17,954 — * Gregory Galbreath 35,098 35,098 — * Gregory S. Martin(26) 180,291 180,291 — * Gregory Taxin 1,650,143 1,650,143 — * Hammersmith Trust(27) 83,103 83,103 — * Hao Huang 9,871 9,871 — * Headlands Capital Holdings II, LP(28) 875,823 875,823 — * Headlands Capital Secondary Fund III, LP(29) 2,627,473 2,627,473 — * Headlands Strategic Opportunity Fund, LP(30) 2,627,473 2,627,473 — * Heidi Lipton 238,762 238,762 — * Hellman Children's LLC(31) 170,908 170,908 — * Hillbrook Capital LLC(32) 17,907 17,907 — * Infrastructure Partnerships Pty Limited as Trustee for MEKM FUND(33) 44,767 44,767 — * Isabella Pirozzolo 71,629 71,629 — * Name of Selling Stockholders Shares Owned Before the Offering Shares Being Offered (1) Number Owned After the Offering Percent Owned After the Offering(%) (2) Jack W Pirozzolo Trust 2015(34) 143,257 143,257 — * James K. Placio Trust U/A DTD 2/20/2004, as amended(35) 44,767 44,767 — * James L. Knighton Living Trust(36) 35,815 35,815 — * James Pirozzolo 71,629 71,629 — * Jason Shaw 50 50 — * Jason Sturgeon 7,521 7,521 — * Jay Paquette 29,875 29,875 — * Jay Sternberg 14,747 14,747 — * Joel D. Hornstein 12,535 12,535 — * John Haines 649,725 649,725 — * John M. Cameron 2007 Irrevocable Trust(37) 542,125 542,125 — * John M. Shields 705,691 705,691 — * John Reilly 17,990 17,990 — * John Vincent 125,350 125,350 — * Joseph Lambert 25,070 25,070 — * Joshua & Zachary Goldstein Family Trust(38) 58,988 58,988 — * Joshua McCurry 12,535 12,535 — * Joshua T. Goldstein 117,976 117,976 — * Jovany Torres 1,671 1,671 — * Kao Vue 1,755 1,755 — * Kern Accelerator LLC(39) 4,118,643 4,118,643 — * Kevin Cameron(40) 5,306,782 5,306,782 — * Kevin Cronin(41) 773,193 773,193 — * Laura W. Griffen 17,907 17,907 — * Leah Catherine Morris Trust(42) 11,171 11,171 — * Lee Turek 10,028 10,028 — * Lindsay Paige Goldstein Trust(43) 29,494 29,494 — * LJAS Holdings LLC(44) 56,336 56,336 — * Loube-Rodgers Revocable Trust, DTD 11/20/2014, Marcia Rodgers, Trustee(45) 321,290 321,290 — * Madeline Titcomb 28,651 28,651 — * Marco & Sabrina Hellman Trust(46) 111,919 111,919 — * Margaret Pirozzolo 71,629 71,629 — * Mark Ausel 14,989 14,989 — * Mark C. Hansen 198,542 198,542 — * Mark Freeman 15,459 15,459 — * Mark Leuschner 460,361 460,361 — * Mark McKee 63,172 63,172 — * Mark Norsworthy 2,507 2,507 — * Maurice Phelan 29,494 29,494 — * Michael & Margaret Daly 35,850 35,850 — * Michael Barr 18,646 18,646 — * Michael Butterfield 25,070 25,070 — * Michael Doughty 10,028 10,028 — * Michael Huggins 5,014 5,014 — * Name of Selling Stockholders Shares Owned Before the Offering Shares Being Offered (1) Number Owned After the Offering Percent Owned After the Offering(%) (2) Michael K. Kellogg 198,542 198,542 — * Michael Malaga 75,210 75,210 — * Michael Seidenberg 25,070 25,070 — * Michael Tarnok(47) 331,242 331,242 — * Mitch Levine 10,028 10,028 — * Morris 2020 Dynasty Trust(48) 399,240 399,240 — * MP Stewart 2 LLC(49) 132,641 132,641 — * MP Stewart LLC(50) 596,905 596,905 — * MPLG LLC(51) 492,447 492,447 — * MRB Capital, LLC(52) 2,371,152 2,371,152 — * Nathan Sleeper 721,608 721,608 — * Nathan Usher 75,209 75,209 — * Nick Freiburger 10,968 10,968 — * Nicholas Hatfield 14,989 14,989 — * North Lennox 98,482 98,482 — * Nue Capital LLC(53) 104,709 104,709 — * Ocean Gate Ventures, LLC(54) 1,838,045 1,838,045 — * Oliver Cameron(55) 211,223 211,223 — * Ospraie Real Assets Fund LP(56) 23,290,831 23,290,831 — * Patricia A. Murphy 203,067 203,067 — * Patrick Dizon 2,507 2,507 — * Paula Schreiner 25,070 25,070 — * Peter Reilly 245,327 245,327 — * Porter Taxin 234,405 234,405 — * Prentice Cole 14,728 14,728 — * R. Morris & C. Morris TTEE Morris(57) 52,825 52,825 — * Randy Hightower 3,656 3,656 — * Ravi Sachdev 42,481 42,481 — * Redcap Investments, LP(58) 89,535 89,535 — * Renan Fontus 11,385 11,385 — * Renee Cleaver 28,360 28,360 — * Richard Eckermann 9,521 9,521 — * Richard Katz 263,832 263,832 — * Richard Oller 58,988 58,988 — * Richard Oller Trust(59) 8,668 8,668 — * Riverland Capital Limited(60) 47,453 47,453 — * RJ Stanley Ltd.(61) 89,535 89,535 — * RJG Holdings, LLC(62) 358,144 358,144 — * Robbins Living Trust, dated August 14, 2013(63) 37,339 37,339 — * Robert B Morris III Trust(64) 288,380 288,380 — * Robert H. Griffen 359,221 359,221 — * Robert H. Griffen Roth IRA(65) 37,605 37,605 — * Robert H. Nathan 2012 Family Trust(66) 1,024,709 1,024,709 — * Robert H. Nathan Revocable Trust(67) 1,255,116 1,255,116 — * Robert Locke 3,134 3,134 — * Robert P. Saltsman Revocable Trust Dtd 10/18/1999, As Amended and Restated(68) 25,070 25,070 — * Name of Selling Stockholders Shares Owned Before the Offering Shares Being Offered (1) Number Owned After the Offering Percent Owned After the Offering(%) (2) Robert Tomczak 128,743 128,743 — * Robert Victor and Alexandra Edsall 136,681 136,681 — * Rodney Ryder 501 501 — * Ross Stevens 132,613 132,613 — * Roundtable Funds Holdings LLC(69) 567,612 567,612 — * Roy P. Disney, Trustee of the Roy P. Disney Living Trust U/T/A November 30, 2001, as amended(70) 616,186 616,186 — * Roza Family Legacy Trust 1(71) 44,768 44,768 — * Ruben Pena 1,462 1,462 — * Serena Taxin 234,405 234,405 — * Shamrock Estates Limited, LLC(72) 344,342 344,342 — * Shamrock Ionetix, LLC(73) 7,211,396 7,211,396 — * Sheng Peng 50,140 50,140 — * Sirberk Holdings, LLC(74) 304,447 304,447 — * Sleeper I 2023 Exempt Family and Charitable Gift Trust(75) 895,357 895,357 — * Sonia Cristina Morris Trust(76) 11,171 11,171 — * Spotlight Advisors LLC Cash Balance Plan(77) 334,266 334,266 — * Stanley P. Gold 32,191 32,191 — * Steyer/Taylor Revocable Trust(78) 1,169,963 1,169,963 — * Susan Goldstein 117,976 117,976 — * Suzanne Darley Ph.D. 125,308 125,308 — * Swanland Investment Ltd.(79) 50,140 50,140 — * Tees River Isotopes Fund SLP(80) 5,372,142 5,372,142 — * The Amended and Restated Matthew M. Bennett Living Trust d/t/d April 7, 2022(81) 35,815 35,815 — * The Franklin Trust(82) 87,288 87,288 — * The Mark Goldstein Children's Trust(83) 67,656 67,656 — * The Michael Malaga Revocable Trust U/A/D 3/15/99(84) 125,775 125,775 — * The Stuart C. Nathan 2018 Trust(85) 148,545 148,545 — * The Trust of Esme Young Eberstadt u/a/d June 26, 2006 Eberstadt(86) 46,340 46,340 — * The Trust of Maya Kuffner Eberstadt u/a/d June 26, 2006 Eberstadt(87) 46,340 46,340 — * Timothy John Porter and Katherine Harding Rabin Revocable Trust, DTD 4/9/2001(88) 74,437 74,437 — * Transeo Radiotherapy Solutions, LLC(89) 17,907 17,907 — * TTCER Partners LLC(90) 176,965 176,965 — * Tudor Living Trust dtd 3/17/04(91) 29,494 29,494 — * Two Lions Capital, LLC(92) 60,168 60,168 — * Ventnor Partnership(93) 233,098 233,098 — * Wesley Dick 128,743 128,743 — * William K. Weinstein Revocable Trust U/A DTD 2/27/1990(94) 133,963 133,963 — * Xiaoyu Wu 35,098 35,098 — * Zachary Goldstein 58,988 58,988 — * Bermudez Mutuari Ltd.(95) 146,828 146,828 — * Nineteen 77 Capital Solutions A LP(96) 1,648,136 1,648,136 — * 2012 Irrevocable Trust of Adel Mikhail(97) 166,667 166,667 — * 3i, LP(98) 83,334 83,334 — * 8 Fold Path LP(99) 66,667 66,667 — * Name of Selling Stockholders Shares Owned Before the Offering Shares Being Offered (1) Number Owned After the Offering Percent Owned After the Offering(%) (2) ACNYC, LLC(100) 666,667 666,667 — * Adam Dufficy 8,333 8,333 — * ADI Funding, LLC(101) 33,333 33,333 — * Adolfo and Donna Carmona 50,000 50,000 — * Alfred Gonzalez - IRA R/O(102) 100,000 100,000 — * AltoIRA Custodian FBO John Armenio Roth IRA(103) 33,333 33,333 — * AltoIRA Custodian FBO John Armenio Traditional IRA(104) 33,333 33,333 — * Alyson D. Schlosser 13,334 13,334 — * Amir Khalil 16,667 16,667 — * Angel Physicians Fund II, LLC(105) 83,333 83,333 — * Anthony Abenante 50,000 50,000 — * Anthony DeFranco 8,333 8,333 — * Antonio Petito 7,000 7,000 — * Arjoch Holdings(106) 11,667 11,667 — * Athanasia Daniskas & Dr. Efthymios Daniskas 7,000 7,000 — * Barbara A. Stone Irrevocable Credit Shelter Trust(107) 33,333 33,333 — * Barlev Family Trust(108) 16,667 16,667 — * Barry Shemaria 25,000 25,000 — * Basil Palmeri 8,333 8,333 — * Brandon Craiger 25,000 25,000 — * Brett Hanlon 8,334 8,334 — * Brian & Andrea Fischhoff 8,333 8,333 — * Brian Eliot Peierls 53,333 53,333 — * Brian John Valenza 16,667 16,667 — * Brian Kandel - Individual 401K(109) 16,667 16,667 — * Brian Newman 100,000 100,000 — * Bruce A. and Donna Haverberg 16,667 16,667 — * Bruce H. Seyburn 25,000 25,000 — * Bryce Rubenstein 8,333 8,333 — * Carl R. Ohlsson 33,334 33,334 — * Carol Vendome 17,000 17,000 — * Carole L McCarvill 33,333 33,333 — * Ceasar Morte – IRA(110) 10,000 10,000 — * Charles Gambino 34,000 34,000 — * Charles Sternberg 5,000 5,000 — * Cheryl Schwartz 6,667 6,667 — * Chris Gordon 166,667 166,667 — * Chris Miao 16,667 16,667 — * Christopher & Ami Painter 33,334 33,334 — * Christopher Fiore 250,000 250,000 — * Christopher Vendome 13,000 13,000 — * Christopher Washburn 10,000 10,000 — * Clay Lebhar 25,001 25,001 — * Clyde Smith McGregor & LeAnn Pedersen Pope Revocable Trust U/A/D 10/22/16(111) 150,000 150,000 — * Cohen Family Trust(112) 15,000 15,000 — * Craig Thomas 16,667 16,667 — * Craig H. Ensley 25,000 25,000 — * Name of Selling Stockholders Shares Owned Before the Offering Shares Being Offered (1) Number Owned After the Offering Percent Owned After the Offering(%) (2) Daniel and Karen Sullivan 33,333 33,333 — * Daniel Cenatiempo 5,000 5,000 — * Daniel Michael 25,000 25,000 — * Darby & Laura Vernon 10,000 10,000 — * Darrin McElroy 83,333 83,333 — * David & Sharon Weiss 33,333 33,333 — * David Beckerman 33,333 33,333 — * David Fox Revocable Living Trust(113) 33,333 33,333 — * David Stallings 16,667 16,667 — * David Summerall 83,333 83,333 — * David W Hayes & Felicia Kopelman-Hayes 8,333 8,333 — * Deccan Pacific Ventures, LLC(114) 8,333 8,333 — * DeLoach LS Investments LLC(115) 35,000 35,000 — * DEMALY LTD(116) 66,667 66,667 — * Dierk Eckart 24,400 24,400 — * Dina Ibragimova 2020 Irrevocable Trust(117) 80,000 80,000 — * Division St. Investment Club(118) 8,000 8,000 — * DM Vest LLC(119) 16,667 16,667 — * Donald Lima 8,333 8,333 — * Donald P. Sesterhenn 8,333 8,333 — * Douglas Wertheimer 16,667 16,667 — * Due Mondi Investments LTD(120) 10,000 10,000 — * Dunn Family Trust dated January 15, 2007(121) 13,333 13,333 — * Dyke Rogers 66,667 66,667 — * E. Jeffrey Peierls 63,333 63,333 — * Edward Sullivan 33,333 33,333 — * Edwin Rodriguez 66,666 66,666 — * Elias Typaldos 7,000 7,000 — * Eliezer Lubitch 33,333 33,333 — * Elizabeth Gehlmann 8,333 8,333 — * Elizabeth M. Philipp 8,333 8,333 — * Emil & Monique Gonzales 8,333 8,333 — * Emre Schveighoffer 8,000 8,000 — * Equity Trust Custodian Company FBO Alan McIntyre IRA(122) 16,667 16,667 — * Eric Krause 5,000 5,000 — * Eubulus Kerr 66,667 66,667 — * Frank Trogolo 50,000 50,000 — * Frederick B. Epstein 7,000 7,000 — * Gennaro Vendome 17,000 17,000 — * George Abad 33,333 33,333 — * Gerald Yanowitz 13,333 13,333 — * Goldberg Living Trust(123) 11,667 11,667 — * Grant Davis 8,333 8,333 — * Gregory Elsas 2016 Irrevocable Trust(124) 33,333 33,333 — * Name of Selling Stockholders Shares Owned Before the Offering Shares Being Offered (1) Number Owned After the Offering Percent Owned After the Offering(%) (2) Gross Family Trust(125) 10,000 10,000 — * Gubbay Investments, LLC(126) 15,000 15,000 — * H. Investment Company, LLC(127) 16,667 16,667 — * Harry Isaac Rothenberg 33,333 33,333 — * Hisaza Rolih, LLC(128) 133,333 133,333 — * Howard I. Freedberg Revocable Trust(129) 133,333 133,333 — * Hyde Family Revocable Trust(130) 40,000 40,000 — * IRA Innovations, LLC as custodian FBO Amy Eickmann ROTH IRA(131) 33,333 33,333 — * Izaac & Marisa King 8,333 8,333 — * Jaffrael, LLC(132) 25,000 25,000 — * James G. Ruehlmann, Sr. 33,333 33,333 — * James H. Wiesenberg 6,667 6,667 — * James J. McCarvill, Jr. 16,667 16,667 — * James Kuhn – IRA(133) 50,000 50,000 — * James L. Dritz 33,334 33,334 — * Jan Arnett 16,667 16,667 — * Jeff Kurtz 83,333 83,333 — * Jeffrey & Chelsey Feus 16,667 16,667 — * Jeffrey G. Williams 10,000 10,000 — * Jeffrey Gersten 133,333 133,333 — * Jeffrey J. Oravitz 8,500 8,500 — * Jeffrey R. Schlanger 2012 Trust(134) 333,333 333,333 — * Joel A. Stone Irrevocable Credit Shelter Trust(135) 33,333 33,333 — * Joel L. Hochman Revocable Trust UAD 12/8/1994(136) 16,667 16,667 — * Joel Yanowitz and Amy Metzenbaum 2003 Family Trust(137) 13,333 13,333 — * John and Joan Keenan 33,333 33,333 — * John Davi 33,333 33,333 — * John Grantham 33,333 33,333 — * John Henderson 200,000 200,000 — * John Morrison 66,667 66,667 — * John Probst 9,000 9,000 — * John T Goodwin 6,667 6,667 — * John V. Wagner Jr. 50,000 50,000 — * Jose Fune 25,000 25,000 — * Joseph & Mary Ann Montesano 66,667 66,667 — * Joseph and Laura Sweeney 66,667 66,667 — * Joseph O. Manzi 25,000 25,000 — * Joseph W. Carlucci 16,667 16,667 — * Joshua Goldfiner 11,667 11,667 — * Juiching Hsu 33,333 33,333 — * Kara Lynn Hart 8,333 8,333 — * Karyn Fulton 16,666 16,666 — * Katinger Family Trust(138) 16,667 16,667 — * Kelly Elsas 2016 Irrevocable Trust(139) 33,333 33,333 — * Kent Tucker Andersen 83,333 83,333 — * Kevin M. Shepherd 8,333 8,333 — * KGA 15, LLC(140) 66,667 66,667 — * Khris Karastathis 7,000 7,000 — * Kimberly Zarraga – IRA(141) 8,000 8,000 — * Kirby Frank 17,000 17,000 — * Name of Selling Stockholders Shares Owned Before the Offering Shares Being Offered (1) Number Owned After the Offering Percent Owned After the Offering(%) (2) Kirk McGuire 40,000 40,000 — * Larry Lindenauer 16,667 16,667 — * Laura Esposito 13,000 13,000 — * Lawrence Altman 16,667 16,667 — * Lawrence Koresko 10,000 10,000 — * Leonard M. Schiller Revocable Trust(142) 66,667 66,667 — * Louis Santor 15,000 15,000 — * Manish Bhandari 133,333 133,333 — * Mara Roth 33,333 33,333 — * Marc Rothenberg 33,333 33,333 — * Marc Wein 8,333 8,333 — * Marion Abbott 8,333 8,333 — * Mark P. Eliseo 60,000 60,000 — * Mark Helquist 33,334 33,334 — * Mark J. Ruehlmann 33,333 33,333 — * Mark Magariello - SEP IRA(143) 8,333 8,333 — * Mark T. and Dana L. Sullinger Revocable Living Trust(144) 50,000 50,000 — * Martha and Joseph Carlucci 33,333 33,333 — * Matthew McCarvill 33,333 33,333 — * Matthew Simoncini 66,667 66,667 — * Matthew Thomas 16,667 16,667 — * MEB 2021 IRREVOCABLE TRUST(145) 100,000 100,000 — * Michael and Theresa Barry 33,333 33,333 — * Michael Bennett 33,333 33,333 — * Michael Edwards 13,333 13,333 — * Michael J Santini 10,667 10,667 — * Michael J. Sigmund 13,333 13,333 — * Michael M. Mainero 8,333 8,333 — * Michael McCarvill 16,667 16,667 — * Michael O'Connell 33,334 33,334 — * Michael R. Davis 8,333 8,333 — * Michael Solitro 16,667 16,667 — * Michael Turner 33,333 33,333 — * Michael Zarraga 10,000 10,000 — * Michelle Brooks 33,333 33,333 — * Miguel D. Zarraga - R/O IRA(146) 10,000 10,000 — * Mike Vendome 6,000 6,000 — * Mithra LLC(147) 8,333 8,333 — * Nancy M Nicholas Revocable Trust Dated 4/6/2018(148) 33,334 33,334 — * Ned Heydinger 10,000 10,000 — * Neil Kabous 16,667 16,667 — * Neurological Surgery Associates(149) 16,667 16,667 — * Name of Selling Stockholders Shares Owned Before the Offering Shares Being Offered (1) Number Owned After the Offering Percent Owned After the Offering(%) (2) Nicholas O. & Laura Martin 8,333 8,333 — * Nicholas P. McGovern 133,333 133,333 — * Nirav S. Parikh 6,667 6,667 — * Northlea Partners LLLP(150) 16,667 16,667 — * Nunley Investments, LLC(151) 33,333 33,333 — * OHB Family Trust(152) 16,667 16,667 — * Patrick Keenan 33,333 33,333 — * Peter A. Ladas and Maria A. Ladas 40,000 40,000 — * Peter Zorich 33,334 33,334 — * Philip M. and Lori Tullman 16,667 16,667 — * Phillip Todd Crawford 33,334 33,334 — * Piyush Mehta 10,000 10,000 — * Plamen Alendarov 66,667 66,667 — * Prince and Peck, LLC(153) 100,000 100,000 — * Quartz Capital II, LLC(154) 50,000 50,000 — * Randolph G. Martin 8,333 8,333 — * Raymond & Linnea King 8,333 8,333 — * Raymond Chung 16,667 16,667 — * Reed Thomas Elsas 2025 Irrevocable Trust(155) 33,333 33,333 — * Reza Karimi 58,333 58,333 — * Richard & Mary Leslie Kingston 17,000 17,000 — * Richard D. Haynes and Barbara D. Haynes 33,333 33,333 — * Richard David 8,333 8,333 — * Richard David – IRA(156) 16,667 16,667 — * Richard Katzenstein 33,333 33,333 — * Richard Martin Burke 8,333 8,333 — * Richard McMorrow, legal owner via non-trust custodial IRA with AET(157) 33,334 33,334 — * Robert & Angela Viggiano 16,667 16,667 — * Robert & Dara Reynolds 16,667 16,667 — * Robert D Warnock 66,667 66,667 — * Robert DeJean 83,334 83,334 — * Robert Hanna 8,333 8,333 — * Robert Harrigan 33,334 33,334 — * Robert John Busch 50,001 50,001 — * Robert Roth 25,000 25,000 — * Roger Klein 5,000 5,000 — * Roger Martin Sonesson 40,000 40,000 — * Romel Fermano 33,333 33,333 — * Ronald & Dianna Englebrecht 6,667 6,667 — * Ross Rothenberg 16,667 16,667 — * Roy Brown, Jr. 11,667 11,667 — * Russell S. Dritz 33,334 33,334 — * Ryan Morrison 100,000 100,000 — * Saiyed Atiq Raza and Nandini Saraiya 2012 Revocable Trust dtd 11/26/12(158) 33,333 33,333 — * Samuel & Paige Martin 66,667 66,667 — * Scott Chakmak & Tamara Forman 30,000 30,000 — * Scott Elsas 166,667 166,667 — * Scott Thomas 16,667 16,667 — * Name of Selling Stockholders Shares Owned Before the Offering Shares Being Offered (1) Number Owned After the Offering Percent Owned After the Offering(%) (2) Shane Francis 8,333 8,333 — * Stephen McMasters 33,333 33,333 — * Stephen R. Mut 16,667 16,667 — * Steve Katz 33,333 33,333 — * Steven M. Cohen 16,667 16,667 — * Steven Sadaka 100,000 100,000 — * Tantalus Capital LLC(159) 16,667 16,667 — * Terence P. Maguire 33,333 33,333 — * The Goldfiner Living Trust(160) 33,333 33,333 — * The Michael E. Portnoy Revocable Trust(161) 16,667 16,667 — * The Michael H. Myers Revocable Trust Dated October 5, 2010 As Amended and Restated July 27, 2020(162) 66,667 66,667 — * The Peierls Foundation, Inc.(163) 317,333 317,333 — * The Sonic Fund II, L.P(164) 333,333 333,333 — * The Steven and Kaye Yost Family Trust dtd 2/7/92(165) 10,000 10,000 — * Thomas P. Remley Revocable Living Trust(166) 16,700 16,700 — * Thomas W. Ciano and Theresa Ann Ciano 8,333 8,333 — * TMH Investment Holdings, LLC(167) 40,000 40,000 — * Tracy L. Rubenstein 8,333 8,333 — * Tristan & Angela Greenwalt 50,000 50,000 — * Troy Hornbeck 83,333 83,333 — * Tyler Pines 25,000 25,000 — * UD E.F. Peierls for Brian E. Peierls(168) 26,667 26,667 — * UD E.F. Peierls for E. Jeffrey Peierls(169) 26,667 26,667 — * UD E.S. Peierls for E.F. Peierls et al(170) 17,333 17,333 — * UD J.N. Peierls for Brian Eliot Peierls(171) 33,333 33,333 — * UD J.N. Peierls for E. Jeffrey Peierls(172) 33,333 33,333 — * UW E.S. Peierls for Brian E. Peierls – Accumulation(173) 22,333 22,333 — * UW E.S. Peierls for E. Jeffrey Peierls – Accumulation(174) 14,333 14,333 — * UW J.N. Peierls for Brian E. Peierls(175) 29,333 29,333 — * UW J.N. Peierls for E. Jeffrey Peierls(176) 29,333 29,333 — * Walzman Innovations, LLC(177) 166,667 166,667 — * Whited Family Trust(178) 50,000 50,000 — * William E Lower Irr GST Ex Tr FBO Jodi Lower Mahon UAD 12-7-2020(179) 8,333 8,333 — * William & Mary Green 8,333 8,333 — * William Chen 16,667 16,667 — * William R. Hunt, Jr. - R/O IRA(180) 8,334 8,334 — * William R. Hunt, Jr.(181) 12,334 12,334 — * Wolsonovich SEF, LLC(182) 66,667 66,667 — * Yong Hsu 16,667 16,667 — * Zemel Family Trust(183) 16,667 16,667 — * Carol Woods 40,000 40,000 — * Steven James Giacin, Catherine Lynn Giacin Designated Joint Benefit 10,000 10,000 — * Name of Selling Stockholders Shares Owned Before the Offering Shares Being Offered (1) Number Owned After the Offering Percent Owned After the Offering(%) (2) Richard Capria 33,333 33,333 — * David Landskowsky(184) 1,050,018 1,050,018 — * Eric Rubenstein(185) 1,050,018 1,050,018 — * Todd Harrigan(186) 130,305 130,305 — * Scott Cardone(187) 28,112 28,112 — * Tim Herrmann(188) 14,601 14,601 — * Lori Tullman(189) 5,073 5,073 — * Vincent LaBarbara(190) 962,289 962,289 — * MCP Securities, LLC(191) 114,310 114,310 — * Network 1 Financial Securities, Inc.(192) 63,257 63,257 — * Katherine Lee Crook(193) 25,000 25,000 — * Wadda Salah Eldin(194) 25,000 25,000 — * Eric Nicolassy(195) 20,000 20,000 — * Miguel Zarraga(196) 10,000 10,000 — * Scott Elsas(197) 10,000 10,000 (205) 380,825 380,825 — * Dennis Jordan 21,936 21,936 — * EGI-Fund (14-16) Investors, L.L.C.(17) 532,523 532,523 — * Eli Lilly and Company(18) 8,411,397 8,411,397 — * Emma Cameron(19) 210,946 210,946 — * Eric Mollon 11,595 11,595 — * Eric Roza 44,768 44,768 — * Evan Leo 158,004 158,004 — * Filbert Partnership, LP, Fund 1(20) 95,512 95,512 — * Forthlane Partners Private Opportunities Fund LP(21) 358,142 358,142 — * Frank Plastini 16,504 16,504 — * Frog & Peach Investors LLC(22) 1,745,363 1,745,363 — * Gabe Blosser 83,671 83,671 — * Gaetano Muzio ROTH IRA(23) 169,280 169,280 — * Gary Buxton 5,014 5,014 — * Gary Horner 50,140 50,140 — * George Adam Eberstadt(24) 185,355 185,355 — * Golden Gate, LLC(25) 202,193 202,193 — * Greg Gwizdz 17,954 17,954 — * Gregory Galbreath 35,098 35,098 — * Gregory S. Martin(26) 180,291 180,291 — * Gregory Taxin (204) 1,650,143 1,650,143 — * Hammersmith Trust(27) 83,103 83,103 — * Hao Huang 9,871 9,871 — * Headlands Capital Holdings II, LP(28) 875,823 875,823 — * Headlands Capital Secondary Fund III, LP(29) 2,627,473 2,627,473 — * Headlands Strategic Opportunity Fund, LP(30) 2,627,473 2,627,473 — * Heidi Lipton 238,762 238,762 — * Hellman Children's LLC(31) 170,908 170,908 — * Hillbrook Capital LLC(32) 17,907 17,907 — * Infrastructure Partnerships Pty Limited as Trustee for MEKM FUND(33) 44,767 44,767 — * Isabella Pirozzolo 71,629 71,629 — * Name of Selling Stockholders Shares Owned Before the Offering Shares Being Offered (1) Number Owned After the Offering Percent Owned After the Offering(%) (2) Jack W Pirozzolo Trust 2015(34) 143,257 143,257 — * James K. Placio Trust U/A DTD 2/20/2004, as amended(35) 44,767 44,767 — * James L. Knighton Living Trust(36) 35,815 35,815 — * James Pirozzolo 71,629 71,629 — * Jason Shaw 50 50 — * Jason Sturgeon 7,521 7,521 — * Jay Paquette 29,875 29,875 — * Jay Sternberg 14,747 14,747 — * Joel D. Hornstein 12,535 12,535 — * John Haines 649,725 649,725 — * John M. Cameron 2007 Irrevocable Trust(37) 542,125 542,125 — * John M. Shields 705,691 705,691 — * John Reilly 17,990 17,990 — * John Vincent 125,350 125,350 — * Joseph Lambert 25,070 25,070 — * Joshua & Zachary Goldstein Family Trust(38) 58,988 58,988 — * Joshua McCurry 12,535 12,535 — * Joshua T. Goldstein 117,976 117,976 — * Jovany Torres 1,671 1,671 — * Kao Vue 1,755 1,755 — * Kern Accelerator LLC(39) 4,118,643 4,118,643 — * Kevin Cameron(40) 5,306,782 5,306,782 — * Kevin Cronin(41) 773,193 773,193 — * Laura W. Griffen 17,907 17,907 — * Leah Catherine Morris Trust(42) 11,171 11,171 — * Lee Turek 10,028 10,028 — * Lindsay Paige Goldstein Trust(43) 29,494 29,494 — * LJAS Holdings LLC(44) 56,336 56,336 — * Loube-Rodgers Revocable Trust, DTD 11/20/2014, Marcia Rodgers, Trustee(45) 321,290 321,290 — * Madeline Titcomb 28,651 28,651 — * Marco & Sabrina Hellman Trust(46) 111,919 111,919 — * Margaret Pirozzolo 71,629 71,629 — * Mark Ausel 14,989 14,989 — * Mark C. Hansen 198,542 198,542 — * Mark Freeman 15,459 15,459 — * Mark Leuschner 460,361 460,361 — * Mark McKee 63,172 63,172 — * Mark Norsworthy 2,507 2,507 — * Maurice Phelan 29,494 29,494 — * Michael & Margaret Daly 35,850 35,850 — * Michael Barr 18,646 18,646 — * Michael Butterfield 25,070 25,070 — * Michael Doughty 10,028 10,028 — * Michael Huggins 5,014 5,014 — * Name of Selling Stockholders Shares Owned Before the Offering Shares Being Offered (1) Number Owned After the Offering Percent Owned After the Offering(%) (2) Michael K. Kellogg 198,542 198,542 — * Michael Malaga 75,210 75,210 — * Michael Seidenberg 25,070 25,070 — * Michael Tarnok(47) 331,242 331,242 — * Mitch Levine 10,028 10,028 — * Morris 2020 Dynasty Trust(48) 399,240 399,240 — * MP Stewart 2 LLC(49) 132,641 132,641 — * MP Stewart LLC(50) 596,905 596,905 — * MPLG LLC(51) 492,447 492,447 — * MRB Capital, LLC(52) 2,371,152 2,371,152 — * Nathan Sleeper 721,608 721,608 — * Nathan Usher 75,209 75,209 — * Nick Freiburger 10,968 10,968 — * Nicholas Hatfield 14,989 14,989 — * North Lennox 98,482 98,482 — * Nue Capital LLC(53) 104,709 104,709 — * Ocean Gate Ventures, LLC(54) 1,838,045 1,838,045 — * Oliver Cameron(55) 211,223 211,223 — * Ospraie Real Assets Fund LP(56) 23,290,831 23,290,831 — * Patricia A. Murphy 203,067 203,067 — * Patrick Dizon 2,507 2,507 — * Paula Schreiner 25,070 25,070 — * Peter Reilly 245,327 245,327 — * Porter Taxin 234,405 234,405 — * Prentice Cole 14,728 14,728 — * R. Morris & C. Morris TTEE Morris(57) 52,825 52,825 — * Randy Hightower 3,656 3,656 — * Ravi Sachdev 42,481 42,481 — * Redcap Investments, LP(58) 89,535 89,535 — * Renan Fontus 11,385 11,385 — * Renee Cleaver 28,360 28,360 — * Richard Eckermann 9,521 9,521 — * Richard Katz 263,832 263,832 — * Richard Oller 58,988 58,988 — * Richard Oller Trust(59) 8,668 8,668 — * Riverland Capital Limited(60) 47,453 47,453 — * RJ Stanley Ltd.(61) 89,535 89,535 — * RJG Holdings, LLC(62) 358,144 358,144 — * Robbins Living Trust, dated August 14, 2013(63) 37,339 37,339 — * Robert B Morris III Trust(64) 288,380 288,380 — * Robert H. Griffen 359,221 359,221 — * Robert H. Griffen Roth IRA(65) 37,605 37,605 — * Robert H. Nathan 2012 Family Trust(66) 1,024,709 1,024,709 — * Robert H. Nathan Revocable Trust(67) 1,255,116 1,255,116 — * Robert Locke 3,134 3,134 — * Robert P. Saltsman Revocable Trust Dtd 10/18/1999, As Amended and Restated(68) 25,070 25,070 — * Name of Selling Stockholders Shares Owned Before the Offering Shares Being Offered (1) Number Owned After the Offering Percent Owned After the Offering(%) (2) Robert Tomczak 128,743 128,743 — * Robert Victor and Alexandra Edsall 136,681 136,681 — * Rodney Ryder 501 501 — * Ross Stevens 132,613 132,613 — * Roundtable Funds Holdings LLC(69) 567,612 567,612 — * Roy P. Disney, Trustee of the Roy P. Disney Living Trust U/T/A November 30, 2001, as amended(70) 616,186 616,186 — * Roza Family Legacy Trust 1(71) 44,768 44,768 — * Ruben Pena 1,462 1,462 — * Serena Taxin 234,405 234,405 — * Shamrock Estates Limited, LLC(72) 344,342 344,342 — * Shamrock Ionetix, LLC(73) 7,211,396 7,211,396 — * Sheng Peng 50,140 50,140 — * Sirberk Holdings, LLC(74) 304,447 304,447 — * Sleeper I 2023 Exempt Family and Charitable Gift Trust(75) 895,357 895,357 — * Sonia Cristina Morris Trust(76) 11,171 11,171 — * Spotlight Advisors LLC Cash Balance Plan(77) 334,266 334,266 — * Stanley P. Gold 32,191 32,191 — * Steyer/Taylor Revocable Trust(78) 1,169,963 1,169,963 — * Susan Goldstein 117,976 117,976 — * Suzanne Darley Ph.D. 125,308 125,308 — * Swanland Investment Ltd.(79) 50,140 50,140 — * Tees River Isotopes Fund SLP(80) 5,372,142 5,372,142 — * The Amended and Restated Matthew M. Bennett Living Trust d/t/d April 7, 2022(81) 35,815 35,815 — * The Franklin Trust(82) 87,288 87,288 — * The Mark Goldstein Children's Trust(83) 67,656 67,656 — * The Michael Malaga Revocable Trust U/A/D 3/15/99(84) 125,775 125,775 — * The Stuart C. Nathan 2018 Trust(85) 148,545 148,545 — * The Trust of Esme Young Eberstadt u/a/d June 26, 2006 Eberstadt(86) 46,340 46,340 — * The Trust of Maya Kuffner Eberstadt u/a/d June 26, 2006 Eberstadt(87) 46,340 46,340 — * Timothy John Porter and Katherine Harding Rabin Revocable Trust, DTD 4/9/2001(88) 74,437 74,437 — * Transeo Radiotherapy Solutions, LLC(89) 17,907 17,907 — * TTCER Partners LLC(90) 176,965 176,965 — * Tudor Living Trust dtd 3/17/04(91) 29,494 29,494 — * Two Lions Capital, LLC(92) 60,168 60,168 — * Ventnor Partnership(93) 233,098 233,098 — * Wesley Dick 128,743 128,743 — * William K. Weinstein Revocable Trust U/A DTD 2/27/1990(94) 133,963 133,963 — * Xiaoyu Wu 35,098 35,098 — * Zachary Goldstein 58,988 58,988 — * Bermudez Mutuari Ltd.(95) 146,828 146,828 — * Nineteen 77 Capital Solutions A LP(96) 1,648,136 1,648,136 — * 2012 Irrevocable Trust of Adel Mikhail(97) 166,667 166,667 — * 3i, LP(98) 83,334 83,334 — * 8 Fold Path LP(99) 66,667 66,667 — * Name of Selling Stockholders Shares Owned Before the Offering Shares Being Offered (1) Number Owned After the Offering Percent Owned After the Offering(%) (2) ACNYC, LLC(100) 666,667 666,667 — * Adam Dufficy 8,333 8,333 — * ADI Funding, LLC(101) 33,333 33,333 — * Adolfo and Donna Carmona 50,000 50,000 — * Alfred Gonzalez - IRA R/O(102) 100,000 100,000 — * AltoIRA Custodian FBO John Armenio Roth IRA(103) 33,333 33,333 — * AltoIRA Custodian FBO John Armenio Traditional IRA(104) 33,333 33,333 — * Alyson D. Schlosser 13,334 13,334 — * Amir Khalil 16,667 16,667 — * Angel Physicians Fund II, LLC(105) 83,333 83,333 — * Anthony Abenante 50,000 50,000 — * Anthony DeFranco 8,333 8,333 — * Antonio Petito 7,000 7,000 — * Arjoch Holdings(106) 11,667 11,667 — * Athanasia Daniskas & Dr. Efthymios Daniskas 7,000 7,000 — * Barbara A. Stone Irrevocable Credit Shelter Trust(107) 33,333 33,333 — * Barlev Family Trust(108) 16,667 16,667 — * Barry Shemaria 25,000 25,000 — * Basil Palmeri 8,333 8,333 — * Brandon Craiger 25,000 25,000 — * Brett Hanlon 8,334 8,334 — * Brian & Andrea Fischhoff 8,333 8,333 — * Brian Eliot Peierls 53,333 53,333 — * Brian John Valenza 16,667 16,667 — * Brian Kandel - Individual 401K(109) 16,667 16,667 — * Brian Newman 100,000 100,000 — * Bruce A. and Donna Haverberg 16,667 16,667 — * Bruce H. Seyburn 25,000 25,000 — * Bryce Rubenstein 8,333 8,333 — * Carl R. Ohlsson 33,334 33,334 — * Carol Vendome 17,000 17,000 — * Carole L McCarvill 33,333 33,333 — * Ceasar Morte – IRA(110) 10,000 10,000 — * Charles Gambino 34,000 34,000 — * Charles Sternberg 5,000 5,000 — * Cheryl Schwartz 6,667 6,667 — * Chris Gordon 166,667 166,667 — * Chris Miao 16,667 16,667 — * Christopher & Ami Painter 33,334 33,334 — * Christopher Fiore 250,000 250,000 — * Christopher Vendome 13,000 13,000 — * Christopher Washburn 10,000 10,000 — * Clay Lebhar 25,001 25,001 — * Clyde Smith McGregor & LeAnn Pedersen Pope Revocable Trust U/A/D 10/22/16(111) 150,000 150,000 — * Cohen Family Trust(112) 15,000 15,000 — * Craig Thomas 16,667 16,667 — * Craig H. Ensley 25,000 25,000 — * Name of Selling Stockholders Shares Owned Before the Offering Shares Being Offered (1) Number Owned After the Offering Percent Owned After the Offering(%) (2) Daniel and Karen Sullivan 33,333 33,333 — * Daniel Cenatiempo 5,000 5,000 — * Daniel Michael 25,000 25,000 — * Darby & Laura Vernon 10,000 10,000 — * Darrin McElroy 83,333 83,333 — * David & Sharon Weiss 33,333 33,333 — * David Beckerman 33,333 33,333 — * David Fox Revocable Living Trust(113) 33,333 33,333 — * David Stallings 16,667 16,667 — * David Summerall 83,333 83,333 — * David W Hayes & Felicia Kopelman-Hayes 8,333 8,333 — * Deccan Pacific Ventures, LLC(114) 8,333 8,333 — * DeLoach LS Investments LLC(115) 35,000 35,000 — * DEMALY LTD(116) 66,667 66,667 — * Dierk Eckart 24,400 24,400 — * Dina Ibragimova 2020 Irrevocable Trust(117) 80,000 80,000 — * Division St. Investment Club(118) 8,000 8,000 — * DM Vest LLC(119) 16,667 16,667 — * Donald Lima 8,333 8,333 — * Donald P. Sesterhenn 8,333 8,333 — * Douglas Wertheimer 16,667 16,667 — * Due Mondi Investments LTD(120) 10,000 10,000 — * Dunn Family Trust dated January 15, 2007(121) 13,333 13,333 — * Dyke Rogers 66,667 66,667 — * E. Jeffrey Peierls 63,333 63,333 — * Edward Sullivan 33,333 33,333 — * Edwin Rodriguez 66,666 66,666 — * Elias Typaldos 7,000 7,000 — * Eliezer Lubitch 33,333 33,333 — * Elizabeth Gehlmann 8,333 8,333 — * Elizabeth M. Philipp 8,333 8,333 — * Emil & Monique Gonzales 8,333 8,333 — * Emre Schveighoffer 8,000 8,000 — * Equity Trust Custodian Company FBO Alan McIntyre IRA(122) 16,667 16,667 — * Eric Krause 5,000 5,000 — * Eubulus Kerr 66,667 66,667 — * Frank Trogolo 50,000 50,000 — * Frederick B. Epstein 7,000 7,000 — * Gennaro Vendome 17,000 17,000 — * George Abad 33,333 33,333 — * Gerald Yanowitz 13,333 13,333 — * Goldberg Living Trust(123) 11,667 11,667 — * Grant Davis 8,333 8,333 — * Gregory Elsas 2016 Irrevocable Trust(124) 33,333 33,333 — * Name of Selling Stockholders Shares Owned Before the Offering Shares Being Offered (1) Number Owned After the Offering Percent Owned After the Offering(%) (2) Gross Family Trust(125) 10,000 10,000 — * Gubbay Investments, LLC(126) 15,000 15,000 — * H. Investment Company, LLC(127) 16,667 16,667 — * Harry Isaac Rothenberg 33,333 33,333 — * Hisaza Rolih, LLC(128) 133,333 133,333 — * Howard I. Freedberg Revocable Trust(129) 133,333 133,333 — * Hyde Family Revocable Trust(130) 40,000 40,000 — * IRA Innovations, LLC as custodian FBO Amy Eickmann ROTH IRA(131) 33,333 33,333 — * Izaac & Marisa King 8,333 8,333 — * Jaffrael, LLC(132) 25,000 25,000 — * James G. Ruehlmann, Sr. 33,333 33,333 — * James H. Wiesenberg 6,667 6,667 — * James J. McCarvill, Jr. 16,667 16,667 — * James Kuhn – IRA(133) 50,000 50,000 — * James L. Dritz 33,334 33,334 — * Jan Arnett 16,667 16,667 — * Jeff Kurtz 83,333 83,333 — * Jeffrey & Chelsey Feus 16,667 16,667 — * Jeffrey G. Williams 10,000 10,000 — * Jeffrey Gersten 133,333 133,333 — * Jeffrey J. Oravitz 8,500 8,500 — * Jeffrey R. Schlanger 2012 Trust(134) 333,333 333,333 — * Joel A. Stone Irrevocable Credit Shelter Trust(135) 33,333 33,333 — * Joel L. Hochman Revocable Trust UAD 12/8/1994(136) 16,667 16,667 — * Joel Yanowitz and Amy Metzenbaum 2003 Family Trust(137) 13,333 13,333 — * John and Joan Keenan 33,333 33,333 — * John Davi 33,333 33,333 — * John Grantham 33,333 33,333 — * John Henderson 200,000 200,000 — * John Morrison 66,667 66,667 — * John Probst 9,000 9,000 — * John T Goodwin 6,667 6,667 — * John V. Wagner Jr. 50,000 50,000 — * Jose Fune 25,000 25,000 — * Joseph & Mary Ann Montesano 66,667 66,667 — * Joseph and Laura Sweeney 66,667 66,667 — * Joseph O. Manzi 25,000 25,000 — * Joseph W. Carlucci 16,667 16,667 — * Joshua Goldfiner 11,667 11,667 — * Juiching Hsu 33,333 33,333 — * Kara Lynn Hart 8,333 8,333 — * Karyn Fulton 16,666 16,666 — * Katinger Family Trust(138) 16,667 16,667 — * Kelly Elsas 2016 Irrevocable Trust(139) 33,333 33,333 — * Kent Tucker Andersen 83,333 83,333 — * Kevin M. Shepherd 8,333 8,333 — * KGA 15, LLC(140) 66,667 66,667 — * Khris Karastathis 7,000 7,000 — * Kimberly Zarraga – IRA(141) 8,000 8,000 — * Kirby Frank 17,000 17,000 — * Name of Selling Stockholders Shares Owned Before the Offering Shares Being Offered (1) Number Owned After the Offering Percent Owned After the Offering(%) (2) Kirk McGuire 40,000 40,000 — * Larry Lindenauer 16,667 16,667 — * Laura Esposito 13,000 13,000 — * Lawrence Altman 16,667 16,667 — * Lawrence Koresko 10,000 10,000 — * Leonard M. Schiller Revocable Trust(142) 66,667 66,667 — * Louis Santor 15,000 15,000 — * Manish Bhandari 133,333 133,333 — * Mara Roth 33,333 33,333 — * Marc Rothenberg 33,333 33,333 — * Marc Wein 8,333 8,333 — * Marion Abbott 8,333 8,333 — * Mark P. Eliseo 60,000 60,000 — * Mark Helquist 33,334 33,334 — * Mark J. Ruehlmann 33,333 33,333 — * Mark Magariello - SEP IRA(143) 8,333 8,333 — * Mark T. and Dana L. Sullinger Revocable Living Trust(144) 50,000 50,000 — * Martha and Joseph Carlucci 33,333 33,333 — * Matthew McCarvill 33,333 33,333 — * Matthew Simoncini 66,667 66,667 — * Matthew Thomas 16,667 16,667 — * MEB 2021 IRREVOCABLE TRUST(145) 100,000 100,000 — * Michael and Theresa Barry 33,333 33,333 — * Michael Bennett 33,333 33,333 — * Michael Edwards 13,333 13,333 — * Michael J Santini 10,667 10,667 — * Michael J. Sigmund 13,333 13,333 — * Michael M. Mainero 8,333 8,333 — * Michael McCarvill 16,667 16,667 — * Michael O'Connell 33,334 33,334 — * Michael R. Davis 8,333 8,333 — * Michael Solitro 16,667 16,667 — * Michael Turner 33,333 33,333 — * Michael Zarraga 10,000 10,000 — * Michelle Brooks 33,333 33,333 — * Miguel D. Zarraga - R/O IRA(146) 10,000 10,000 — * Mike Vendome 6,000 6,000 — * Mithra LLC(147) 8,333 8,333 — * Nancy M Nicholas Revocable Trust Dated 4/6/2018(148) 33,334 33,334 — * Ned Heydinger 10,000 10,000 — * Neil Kabous 16,667 16,667 — * Neurological Surgery Associates(149) 16,667 16,667 — * Name of Selling Stockholders Shares Owned Before the Offering Shares Being Offered (1) Number Owned After the Offering Percent Owned After the Offering(%) (2) Nicholas O. & Laura Martin 8,333 8,333 — * Nicholas P. McGovern 133,333 133,333 — * Nirav S. Parikh 6,667 6,667 — * Northlea Partners LLLP(150) 16,667 16,667 — * Nunley Investments, LLC(151) 33,333 33,333 — * OHB Family Trust(152) 16,667 16,667 — * Patrick Keenan 33,333 33,333 — * Peter A. Ladas and Maria A. Ladas 40,000 40,000 — * Peter Zorich 33,334 33,334 — * Philip M. and Lori Tullman 16,667 16,667 — * Phillip Todd Crawford 33,334 33,334 — * Piyush Mehta 10,000 10,000 — * Plamen Alendarov 66,667 66,667 — * Prince and Peck, LLC(153) 100,000 100,000 — * Quartz Capital II, LLC(154) 50,000 50,000 — * Randolph G. Martin 8,333 8,333 — * Raymond & Linnea King 8,333 8,333 — * Raymond Chung 16,667 16,667 — * Reed Thomas Elsas 2025 Irrevocable Trust(155) 33,333 33,333 — * Reza Karimi 58,333 58,333 — * Richard & Mary Leslie Kingston 17,000 17,000 — * Richard D. Haynes and Barbara D. Haynes 33,333 33,333 — * Richard David 8,333 8,333 — * Richard David – IRA(156) 16,667 16,667 — * Richard Katzenstein 33,333 33,333 — * Richard Martin Burke 8,333 8,333 — * Richard McMorrow, legal owner via non-trust custodial IRA with AET(157) 33,334 33,334 — * Robert & Angela Viggiano 16,667 16,667 — * Robert & Dara Reynolds 16,667 16,667 — * Robert D Warnock 66,667 66,667 — * Robert DeJean 83,334 83,334 — * Robert Hanna 8,333 8,333 — * Robert Harrigan 33,334 33,334 — * Robert John Busch 50,001 50,001 — * Robert Roth 25,000 25,000 — * Roger Klein 5,000 5,000 — * Roger Martin Sonesson 40,000 40,000 — * Romel Fermano 33,333 33,333 — * Ronald & Dianna Englebrecht 6,667 6,667 — * Ross Rothenberg 16,667 16,667 — * Roy Brown, Jr. 11,667 11,667 — * Russell S. Dritz 33,334 33,334 — * Ryan Morrison 100,000 100,000 — * Saiyed Atiq Raza and Nandini Saraiya 2012 Revocable Trust dtd 11/26/12(158) 33,333 33,333 — * Samuel & Paige Martin 66,667 66,667 — * Scott Chakmak & Tamara Forman 30,000 30,000 — * Scott Thomas 16,667 16,667 — * Name of Selling Stockholders Shares Owned Before the Offering Shares Being Offered (1) Number Owned After the Offering Percent Owned After the Offering(%) (2) Shane Francis 8,333 8,333 — * Stephen McMasters 33,333 33,333 — * Stephen R. Mut 16,667 16,667 — * Steve Katz 33,333 33,333 — * Steven M. Cohen 16,667 16,667 — * Steven Sadaka 100,000 100,000 — * Tantalus Capital LLC(159) 16,667 16,667 — * Terence P. Maguire 33,333 33,333 — * The Goldfiner Living Trust(160) 33,333 33,333 — * The Michael E. Portnoy Revocable Trust(161) 16,667 16,667 — * The Michael H. Myers Revocable Trust Dated October 5, 2010 As Amended and Restated July 27, 2020(162) 66,667 66,667 — * The Peierls Foundation, Inc.(163) 317,333 317,333 — * The Sonic Fund II, L.P(164) 333,333 333,333 — * The Steven and Kaye Yost Family Trust dtd 2/7/92(165) 10,000 10,000 — * Thomas P. Remley Revocable Living Trust(166) 16,700 16,700 — * Thomas W. Ciano and Theresa Ann Ciano 8,333 8,333 — * TMH Investment Holdings, LLC(167) 40,000 40,000 — * Tracy L. Rubenstein 8,333 8,333 — * Tristan & Angela Greenwalt 50,000 50,000 — * Troy Hornbeck 83,333 83,333 — * Tyler Pines 25,000 25,000 — * UD E.F. Peierls for Brian E. Peierls(168) 26,667 26,667 — * UD E.F. Peierls for E. Jeffrey Peierls(169) 26,667 26,667 — * UD E.S. Peierls for E.F. Peierls et al(170) 17,333 17,333 — * UD J.N. Peierls for Brian Eliot Peierls(171) 33,333 33,333 — * UD J.N. Peierls for E. Jeffrey Peierls(172) 33,333 33,333 — * UW E.S. Peierls for Brian E. Peierls – Accumulation(173) 22,333 22,333 — * UW E.S. Peierls for E. Jeffrey Peierls – Accumulation(174) 14,333 14,333 — * UW J.N. Peierls for Brian E. Peierls(175) 29,333 29,333 — * UW J.N. Peierls for E. Jeffrey Peierls(176) 29,333 29,333 — * Walzman Innovations, LLC(177) 166,667 166,667 — * Whited Family Trust(178) 50,000 50,000 — * William E Lower Irr GST Ex Tr FBO Jodi Lower Mahon UAD 12-7-2020(179) 8,333 8,333 — * William & Mary Green 8,333 8,333 — * William Chen 16,667 16,667 — * William R. Hunt, Jr. - R/O IRA(180) 8,334 8,334 — * William R. Hunt, Jr.(181) 12,334 12,334 — * Wolsonovich SEF, LLC(182) 66,667 66,667 — * Yong Hsu 16,667 16,667 — * Zemel Family Trust(183) 16,667 16,667 — * Carol Woods 40,000 40,000 — * Steven James Giacin, Catherine Lynn Giacin Designated Joint Benefit 10,000 10,000 — * Name of Selling Stockholders Shares Owned Before the Offering Shares Being Offered (1) Number Owned After the Offering Percent Owned After the Offering(%) (2) Richard Capria 33,333 33,333 — * David Landskowsky(184) 1,050,018 1,050,018 — * Eric Rubenstein(185) 1,050,018 1,050,018 — * Todd Harrigan(186) 130,305 130,305 — * Scott Cardone(187) 28,112 28,112 — * Tim Herrmann(188) 14,601 14,601 — * Lori Tullman(189) 5,073 5,073 — * Vincent LaBarbara(190) 962,289 962,289 — * MCP Securities, LLC(191) 114,310 114,310 — * Network 1 Financial Securities, Inc.(192) 63,257 63,257 — * Katherine Lee Crook(193) 25,000 25,000 — * Wadda Salah Eldin(194) 25,000 25,000 — * Eric Nicolassy(195) 20,000 20,000 — * Miguel Zarraga(196) 10,000 10,000 — * Scott Elsas(197) 176,667 176,667 — * Darlene E. Gaudios(198) 2,000 2,000 — * Susan Maghan(199) 1,000 1,000 — * Bette Scuzzese(200) 1,000 1,000 — * Teresa Tierney(201) 1,000 1,000 — * Joseph Lucosky(202) 880,000 880,000 — * Michael Stewart(203) 880,000 880,000 — * * Less than 1% (1) Assumes the sale of all shares offered in this prospectus.

(2) Applicable percentage ownership is based on 106,295,716 106,313,117 shares of our common stock outstanding as of July 31, September 30, 2026.

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(8) Benard Bernard Osher may be deemed to have voting and/or investment control over the securities held by Bernard Osher Trust DTD 3/8/88. Mr. Osher, however, disclaims any beneficial ownership of these shares.

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(19) Emma Cameron is the daughter of Kevin Cameron, our Chief Executive Officer and a member of our the Board. of directors. Mr. Cameron shares voting and investment power over these shares and therefore may be deemed to beneficially own them. These shares are listed separately in the table above and are not included in the number of shares shown for Mr. Cameron. They are included in Mr. Cameron's beneficial ownership and the directors' and executive officers' group total in the Security Ownership table.

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(21) [_] Wayne Kozun may be deemed to have voting and/or investment control over the securities held by Forthlane Partners Private Opportunities Fund LP. [_], Mr. Kozun, however, disclaims any beneficial ownership of these shares.

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(26) Gregory S. Martin is a member of our the Board. of directors.

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(33) Michael Eyers may be deemed to have voting and/or investment control over the securities held by Infrastructure Partnerships Pty Limited as Trustee for MEKM FUND. Mr. Eyes, Eyers, however, disclaims any beneficial ownership of these shares.

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(40) Kevin Cameron is our Chief Executive Officer and a member of our the Board. of directors. Mr. Cameron beneficially owns greater than 5% of our common stock. Mr. Cameron shares voting and investment power over the shares held by Emma Cameron and Oliver Cameron and therefore may be deemed to beneficially own those shares, which are listed separately in the table above and are not included in the number of shares shown for Mr. Cameron. Those shares are included in his beneficial ownership and the directors' and executive officers' group total in the Security Ownership table.

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(47) Michael Tarnok is a member of our the Board. of directors.

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(49) Michael Stewart, the Chairman of our the Board, of directors, holds voting and dispositive power over the securities held by MP Stewart 2 LLC and therefore may be deemed to beneficially own such securities.

(50) Michael Stewart, the Chairman of our the Board, of directors, is the manager and sole owner of MP Stewart LLC and holds voting and dispositive power over the securities held by MP Stewart LLC and therefore may be deemed to beneficially own such securities.

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(55) Oliver Cameron is the son of Kevin Cameron, our Chief Executive Officer and a member of our the Board. of directors. Mr. Cameron shares voting and investment power over these shares and therefore may be deemed to beneficially own them. These shares are listed separately in the table above and are not included in the number of shares shown for Mr. Cameron. They are included in Mr. Cameron's beneficial ownership and the directors' and executive officers' group total in the Security Ownership table.

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(73) Includes 55,154 shares of common stock issuable upon exercise of warrants held by selling stockholder. Shamrock Ionetix, LLC beneficially owns greater than 5% of our common stock. In connection with its investment in the Series E preferred stock financing of Ionetix, Shamrock Ionetix, LLC negotiated the right to appoint one member of the board of directors of Ionetix, and Gregory S. Martin, a member of our the Board, of directors, was appointed pursuant to that right. Mr. Martin holds a passive economic interest in Shamrock Ionetix, LLC and does not hold voting or dispositive power over the securities held by Shamrock Ionetix, LLC. Gregory Martin Stanley Gold may be deemed to have voting and/or investment control over the securities held by Shamrock Ionetix, LLC. Mr. Martin, Gold, however, disclaims any beneficial ownership of these shares.

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(77) Gregory Taxin may be deemed to have voting and/or investment control over the securities held by Spotlight Advisors LLC Cash Balance Plan. Mr.Taxin, Mr. Taxin, however, disclaims any beneficial ownership of these shares. Mr. Taxin served as a director of Legacy Ionetix and was a related-party financing counterparty, as described in footnote (204).

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(184) Includes 170,018 shares of common stock issuable upon exercise of the Placement Agent Warrants held by selling stockholder. Mr. Landskowsky is a registered representative of Network 1 Financial Securities, Inc., a placement agent for the Private Placement, and is therefore an affiliate of a broker-dealer. Mr. Landskowsky served as a member of the board of directors of JDEV Acquisition Corp., our predecessor, from November 2025 until the closing of the Merger, and as a member of our the Board of directors from the closing of the Merger until his resignation effective May 15, 2026.

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(197) Includes (i) 166,667 Private Placement Shares and (ii) 10,000 shares of common stock issuable upon exercise of the Placement Agent Warrants held by selling stockholder. Mr. Elsas is a registered representative of Network 1 Financial Securities, Inc., a placement agent for the Private Placement, and is therefore an affiliate of a broker-dealer.

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(203) Michael Stewart is the Chairman of our the Board. of directors. Mr. Stewart also served as a member of the board of directors of JDEV Acquisition Corp., our predecessor, from February 2026 until the closing of the Merger. Mr. Stewart holds voting and dispositive power over the securities held by MP Stewart LLC and MP Stewart 2 LLC, which are listed separately in the table above and are not included in the number of shares shown for Mr. Stewart.

(204) Gregory Taxin served as a director of Legacy Ionetix and provided related-party advances and promissory-note financing and purchased a SAFE in March 2026. Outstanding loans and advances were repaid in connection with the Merger.

(205) David W. Martin, Jr. served as a director of Legacy Ionetix and purchased a SAFE in November 2025.

Description of the securities 127 changes

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We have authorized capital stock consisting of 510,000,000 shares, consisting of two classes: 500,000,000 shares of common stock, $0.0001 par value per share, ("common stock"), and 10,000,000 shares of preferred stock, $0.0001 par value per share. ("preferred stock").

As of July 31, September 30, 2026, we had 106,295,716 106,313,117 shares of common stock issued and outstanding, and no shares of preferred stock issued and outstanding. Unless stated otherwise, the following discussion summarizes the terms and provisions of our restated certificate of incorporation and our amended and restated bylaws.

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Pursuant to the Merger Agreement, we approved and adopted the 2026 EIP and reserved 11,935,626 11,935,631 shares of our common stock for future issuance under the 2026 EIP, comprised of (i) 6,935,626 6,935,631 shares of our common stock issuable upon the exercise of the assumed options and (ii) 5,000,000 shares of our common stock reserved for future issuances of incentive awards under the 2026 EIP at the discretion of our Board to officers, key employees, consultants and directors. As of the Effective Time, we had outstanding stock options to purchase an aggregate of 6,935,626 6,935,631 shares of our common stock with a weighted-average exercise price of $0.72, as a result of our assumption of the assumed options.

As of July 31, September 30, 2026, we had outstanding warrants to purchase an aggregate of 8,280,246 shares of common stock, with a weighted-average exercise price of $1.67 per share.

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For a description of the Registration Rights Agreement that we entered into in connection with the Merger and the Private Placement and the October 2026 Registration Rights Agreement that we expect to enter into in connection with the October 2026 Private Placement, see " Description of the Merger, the Private Placement, and Related Transactions—Registration Rights " and " —October 2026 Private Placement Registration Rights " above. All descriptions of the Registration Rights Agreement herein are qualified in their entirety by reference to the text thereof and incorporated herein by reference.

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● before the stockholder became interested, our the Board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

● upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding shares owned by persons who are directors and also officers, and employee stock plans in some instances, but not the outstanding voting stock owned by the interested stockholder; or ● at or after the time the stockholder became interested, the business combination was approved by our the Board and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

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● subject to exceptions, any transaction that results in the issuance of or transfer by the corporation of any stock of the corporation to the interested stockholder;

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● Classified Board . Our restated certificate of incorporation and amended and restated bylaws provide that the Board is classified into three classes of directors. The existence of a classified board of directors could delay a successful tender offeror from obtaining majority control of the Board, and the prospect of that delay might deter a potential offeror. See the section titled " Management—Corporate Governance—Classified Governance— Board of Directors " Composition" for additional information.

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● Issuance of Undesignated Preferred Stock . Our restated certificate of incorporation provides that our the Board has the authority, without further action by the stockholders, to issue up to 10,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by the Board. The existence of authorized but unissued shares of preferred stock enables the Board to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest, or otherwise.

● Choice of Forum . Our restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum and to the fullest extent permitted by law, that the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) and any appellate court therefrom, will be the sole and exclusive forum for: (a) any derivative action, suit or proceeding brought on behalf of us; (b) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, or agent of ours; (c) any action, suit or proceeding asserting a claim against us or any current or former director, officer or employee of ours arising out of or pursuant to, or seeking to enforce any right, obligation or remedy under, or to interpret, apply, or determine the validity of, any provision of the DGCL, our restated certificate of incorporation or the amended and restated bylaws (as each may be amended from time to time); (d) any action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or (e) any action, suit or proceeding asserting a claim against us or any current or former director, officer or employee of ours governed by the internal affairs doctrine, in all cases subject to the court's having personal jurisdiction over the indispensable parties named as defendants. However, such forum selection provisions will not apply to actions, suits or proceedings brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. Our restated certificate of incorporation also provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

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Currently, there is not a public market for our common stock. Future sales of our common stock, including shares issued upon the exercise of options or warrants that we may issue, in the public market after the Merger, or the perception that those sales may occur, could cause the prevailing price for our common stock to fall or impair our ability to raise equity capital in the future. As described below, only a limited number of shares of our common stock will be are available for sale in the public market for a period of several months after consummation of the Merger due to contractual and legal restrictions on resale described below. Future sales of our common stock in the public market either before (to the extent permitted) or after restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing price of our common stock at such time and our ability to raise equity capital at a time and price we deem appropriate.

As of July 31, September 30, 2026, we had 106,295,716 106,313,117 shares of common stock outstanding, of which our directors and executive officers beneficially own an aggregate of 7,427,861 7,850,030 shares. Of those outstanding shares, no shares of common stock are freely tradable, without restriction, as of July 31, September 30, 2026. No shares issued in connection with the Merger or the Private Placement can be publicly sold under Rule 144 under the Securities Act until at least 12 months have elapsed from the date on which we provided Form 10 information in our Form 8-K filed with the SEC on April 16, 2026.

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Of the 106,295,716 106,313,117 shares of common stock outstanding, all of such shares are "restricted securities" as such term is defined in Rule 144. These restricted securities were issued and sold by us in private transactions and are eligible for public sale only if registered under the Securities Act or if they qualify for an exemption from registration under the Securities Act, including the exemptions provided by Rule 144 or Rule 701, which rules are summarized below.

Pursuant to Rule 144 promulgated under the Securities Act, sales of the securities of a former shell company, such as us, under that rule are not permitted (i) until at least 12 months have elapsed from the date on which we provided Form 10 information in our Form 8-K filed with the SEC on April 16, 2026, and (ii) unless at the time of a proposed sale, we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and have filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months, other than Current Reports on Form 8-K. We intend to register such shares for sale Our common stock is registered under Section 12(g) of the Securities Exchange Act, but are currently a "voluntary filer" and we are not subject to the reporting requirements of Section 13 or Section 15(d) 13(a) of the Exchange Act. As a result, unless we register such shares for sale under the Securities Act, most of our stockholders will be forced to hold their shares of our common stock for at least that 12-month period before they are eligible to sell those shares, and even after that 12-month period, sales may not be made under Rule 144 unless we and the selling stockholders are in compliance with other requirements of Rule 144.

In general, Rule 144 provides that (i) any of our non-affiliates that has held restricted common stock for at least 12 months is thereafter entitled to sell its restricted stock freely and without restriction, provided that we remain compliant and current with our SEC reporting obligations, and (ii) any of our affiliates, which includes our directors, executive officers and other person persons in control of us, that has held restricted common stock for at least 12 months is thereafter entitled to sell its restricted stock subject to the following restrictions: (a) we are compliant and current with our SEC reporting obligations, (b) certain manner of sale provisions are satisfied, (c) a Form 144 is filed with the SEC, and (d) certain volume limitations are satisfied, which limit the sale of shares within any three-month period to a number of shares that does not exceed 1% of the total number of outstanding shares or, if our common stock is then listed or quoted for trading on a national securities exchange, then the greater of 1% of the total number of outstanding shares and the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of the Form 144 with respect to the sale. A person who has ceased to be an affiliate at least three months immediately preceding the sale and who has owned such shares of common stock for at least one year is entitled to sell the shares under Rule 144 without regard to any of the limitations described above.

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In connection with the Merger and the Private Placement, on the Closing Date we entered into the Registration Rights Agreement with the Holders. Pursuant to the Registration Rights Agreement, we have agreed that promptly, but no later than 120 calendar days after the Effective Date, we will file, subject to customary exceptions, the Registration Statement, covering the Registrable Securities, and to use our commercially reasonable efforts to cause such Registration Statement to be declared effective no later than the Registration Effectiveness Date.

The "Registrable Securities" include (i) the shares of our common stock issued to the purchasers in the Private Placement; (the "Private Placement Shares"); (ii) the shares of our common stock issued or issuable upon exercise of the warrants issued to the placement agents in connection with the Private Placement; (such warrants, the "Placement Agent Warrants," and such shares, the "Placement Agent Warrant Shares"); (iii) the Merger Shares; (iv) the 277,696 shares of our common stock issued to Lilly pursuant to the Termination Agreement, (the "Additional Shares"), which are treated as Registrable Securities on the same basis as Merger Shares pursuant to the Termination Agreement; (v) certain shares of our common stock held by our stockholders prior to the Merger and remaining outstanding immediately following the effective time of the Merger; (the "Registrable Pre-Merger Shares"); and (vi) other shares of restricted common stock held by the Holders, acquired or issuable in respect of the foregoing by way of conversion, dividend, stock-split, distribution, exchange, merger, consolidation, recapitalization, reclassification or similar transaction. Such securities cease to be Registrable Securities with respect to any Holder on the earlier of (x) the date on which they have been sold or otherwise transferred other than to a permitted assignee and (y) the date on which Rule 144 becomes available for such Holder to sell all Registrable Securities held by such Holder within a ninety-day period without volume or manner of sale restrictions.

Subject to customary exceptions, if (i) we fail to file the Registration Statement on or before the Registration Filing Date, (ii) the Registration Statement is not declared effective by the SEC on or before the Registration Effectiveness Date (provided that such failure is not the result of any delay or failure on the part of any selling holder to provide information reasonably requested by us in connection with the preparation of the Registration Statement), (iii) after effectiveness, the Registration Statement ceases to remain effective or the Holders are not permitted to utilize the prospectus therein to resell the Registrable Securities for a period of more than 15 consecutive trading days (except for permitted Blackout Periods), or (iv) following the listing or inclusion for quotation on an Approved Market (as defined in the Registration Rights Agreement), the Registrable Securities are not listed or included for quotation on an Approved Market, or trading of our common stock is suspended or halted on the Approved Market for more than three full, consecutive trading days (other than as a result of (A) actions or inactions of parties other than us or our affiliates or of the Approved Market not reasonably in our control, or (B) suspension or halt of substantially all trading in equity securities on the Approved Market), ((i)–(iv) collectively, "Registration Events"), we will make payments to each Holder of Registrable Securities as liquidated damages at a rate equal to 12% per annum (for the period commencing on the date of the applicable Registration Event and ending on the date such Registration Event is cured) (each, a "Registration Default Period)) of the total of the following, to the extent applicable to such Holder: (x) if the Holder purchased Registrable Securities pursuant to a Subscription Agreement, the aggregate purchase price paid by such Holder for the Registrable Securities held by such Holder as of the date of such Registration Event, or (y) if the Holder is a holder of Placement Agent Warrant Shares, Merger Shares or Registrable Pre-Merger Shares, the product of $3.00 (as adjusted for stock splits, stock dividends, combinations, recapitalizations or similar events) multiplied by the number of such shares held by or issuable to such Holder as of the date of such Registration Event, but in each case only with respect to such Holder's Registrable Securities that are affected by such Registration Event and only for the applicable Registration Default Period; provided that the maximum amount of liquidated damages paid by us shall not exceed 5% of such applicable amounts in the aggregate for all Registration Events.

No liquidated damages will accrue with respect to (1) any Registrable Securities removed from the Registration Statement in response to a comment from the staff of the SEC (the "Staff") limiting the number of Registrable Securities which may be included in the Registration Statement, (a "Cutback Comment"), provided that we continue to use commercially reasonable efforts to register such securities for resale by other available means, (2) any Registrable Securities that cease to be Registrable Securities, or (3) any Registrable Securities excluded because a Holder fails to provide information concerning the Holder and the manner of distribution of the Holder's Registrable Securities that is required by the SEC or in response to SEC comments to be disclosed in the Registration Statement. Notwithstanding the foregoing, if the SEC does not declare the Registration Statement effective before the Registration Effectiveness Date, and the reason for the SEC's determination is that (a) the offering of any of the Registrable Securities constitutes a primary offering of securities by us, (b) Rule 415 of the Securities Act may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (c) a Holder of any Registrable Securities must be named as an underwriter and such Holder does not consent to be so named in the Registration Statement, the Holders shall not be entitled to liquidated damages with respect to the Registrable Securities not registered; provided that we continue to use our commercially reasonable efforts at the first opportunity that is permitted by the SEC to register for resale all such Registrable Securities, using one or more registration statements that we are then entitled to use.

Any cutback resulting from a Cutback Comment shall be applied to the Registrable Securities in the following order: (a) first from the Merger Shares, on a pro rata basis among the holders thereof; (b) second from the Placement Agent Warrant Shares, on a pro rata basis among the holders thereof; (c) third from the Registrable Pre-Merger Shares, on a pro rata basis among the holders thereof; and (d) fourth from the Private Placement Shares, on a pro rata basis among the holders thereof. (such Registrable Securities, the "Reduction Securities"). We will use our commercially reasonable efforts within 60 calendar days after the SEC Effective Date, or at the first opportunity permitted by the SEC, to register for resale as many of the Reduction Securities as the SEC will permit (pro rata among the Holders thereof) using one or more registration statements, until all of the Reduction Securities have been so registered.

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In connection with the October 2026 Private Placement, we expect to enter into the October 2026 Registration Rights Agreement, pursuant to which we will agree to file a separate registration statement on Form S-1 to register the resale of the 212,121 shares of our common stock that we sold on October 26, 2026 and the 16,970 shares of our common stock issuable upon exercise of the related placement agent warrants. See " Description of the Merger, the Private Placement, and Related Transactions—October 2026 Private Placement Registration Rights ."

On July 14, 2026, we filed with the SEC a registration statement on Form S-8 under the Securities Act (File No. 333-297448) covering an aggregate of 11,604,631 shares of our common stock, consisting of (i) 5,346,080 5,000,000 shares of our common stock reserved for future issuance under the 2026 EIP and (ii) 6,604,631 shares of our common stock issuable with respect to options and other outstanding awards assumed by us in connection with the Merger under the Ionetix Equity Plans. We were not eligible to file such registration statement until 60 days following the date on which we filed our "Form 10 information" with the SEC in our Current Report on Form 8-K filed with the SEC on April 16, 2026. Such registration statement became effective automatically upon filing. Accordingly, the shares registered thereunder are available for sale in the open market, subject to the vesting of the applicable awards, the exercise of the applicable options, Rule 144 volume limitations applicable to our affiliates and the Lock-Up Agreements described above, if applicable.

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The consolidated financial statements of Ionetix Corporation as of December 31, 2025 and 2024 and for each of the years in the two-year period then ended, December 31, 2025 and 2024, included in this registration statement, have been audited by M&K CPAS, PLLC and TAAD, LLP, (PCAOB ID No. 2738), an independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph describing conditions that raise substantial doubt about Ionetix's the Company's ability to continue as a going concern as described in Note 1 to the financial statements) included in this registration statement. Such consolidated financial statements), have been and are included herein in reliance upon such report given on the authority of said such firm as experts in accounting and auditing.

The financial statements of JDEV Acquisition Corp. as of December 31, 2025 and for the period from November 26, 2025 (inception) through December 31, 2025, included in this registration statement, have been audited by TAAD, LLP (PCAOB ID No. 05854), an independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph describing conditions that raise substantial doubt about JDEV's ability to continue as a going concern as described in Note 6 to the financial statements), and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

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The following unaudited pro forma condensed combined financial information and accompanying notes present the combination of the financial information of JDEV Acquisition Corp. ("JDEV") and Ionetix Radioisotopes, Inc., formerly known as Ionetix Corporation ("Legacy Ionetix"), adjusted to give effect to the Merger and related transactions (collectively, the "Transactions").

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The historical financial information of JDEV was derived from the unaudited financial statements as of and for the three months ended March 31, 2026 included in JDEV's Quarterly Report on Form 10-Q filed with the SEC on May 20, 2026 (the "JDEV 10-Q") and the audited financial statements of JDEV as of and for the period from November 26, 2025 (inception) to December 31, 2025 included in JDEV's Form 10 filed with the SEC on February 4, 2026 (the "JDEV Form 10"). JDEV's results for the six months ended June 30, 2026 reflect the period from January 1, 2026 through the Closing Date, and its activity from April 1, 2026 through the Closing Date was not significant. The historical financial information of Legacy Ionetix was derived from (i) the unaudited condensed financial statements of Legacy Ionetix Corporation as of and for the three six months ended March 31, June 30, 2026 included elsewhere in the Company's Current Report on Form 8-K/A filed with the SEC on May 20, 2026 (the "8-K/A") this prospectus and (ii) the audited financial statements of Legacy Ionetix as of and for the year ended December 31, 2025 included elsewhere in the Company's Current Report on Form 8-K filed with the SEC on April 16, 2026 (the "Super 8-K"). this prospectus. This unaudited pro forma condensed combined financial information should be read together with (i) JDEV's historical financial statements and related notes included in JDEV's the JDEV 10-Q and the JDEV Form 10, and (ii) Legacy Ionetix's historical financial statements and related notes included elsewhere in the Super 8-K and the 8-K/A, this prospectus, and (iii) the section titled " Management's Discussion and Analysis of Financial Condition and Results of Operations " and other financial information included elsewhere in this prospectus. Capitalized terms used but not defined herein shall have the meanings ascribed to them in this prospectus.

Contemporaneously with the Merger, the Company conducted a private placement offering (the "Offering") "Initial Private Placement") and sold 10,777,268 shares of its common stock at a purchase price of $3.00 per share for gross proceeds of $32.3 million. In connection with the Offering, Initial Private Placement, the Company also issued warrants to purchase an aggregate of 862,183 shares of the Company's common stock at an exercise price of $3.00 per share to the placement Agent. agents. On June 1, 2026, the Company conducted a subsequent private placement offering (together with the Offering, referred to herein as the "Private Placement") and sold an additional 185,000 shares of its common stock at a purchase price of $3.00 per share for gross proceeds of $0.6 million. In connection with the subsequent private placement offering, the Company also issued warrants to purchase an aggregate of 14,800 shares of the Company's common stock at an exercise price of $3.00 per share to the placement Agent. agents. The unaudited pro forma condensed combined financial information and accompanying notes are adjusted to give effect to the Offering. Private Placement.

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● The executive officers of the Company immediately after the closing of the Merger are the same individuals as those of Legacy Ionetix immediately prior to the closing of the Merger.

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The table directly below presents shares outstanding after the Transactions, as depicted in the unaudited pro forma condensed combined financial information, after giving effect to the Conversion Ratio:

Pro Forma Ownership Shares Fully

Legacy Ionetix Stockholders (1)(3) 97,932,163 77.59 %

Private Placement Investors (5) 10,962,268 8.69 %

Retained Pre-Merger Shares 4,400,000 3.49 %

Eli Lilly and Company Shares (2) 277,696 0.22 %

Placement Agent Warrants (6) 876,983 0.69 %

2026 EIP Shares Reserved (unissued) 5,346,080 3.96 %

2026 Plan Option Issued and Outstanding (4) 6,770,701 5.36 %

Total shares outstanding and reserved for issuance 126,219,811 100.00 % (1) Includes (i) 29,442,072 shares of Legacy Ionetix common stock, (ii) 149,616,222 shares of Legacy Ionetix redeemable convertible preferred stock, (iii) 9,706,064 Legacy Ionetix common stock warrants, and (iv) 110,000 Legacy Ionetix preferred stock warrants outstanding as of March 31, 2026. Such securities will be exchanged for shares of the Company's common stock at the Conversion Ratio pursuant to the Merger Agreement.

(2) Includes 277,696 shares of the Company's common stock issued subsequent to March 31, 2026 to Eli Lilly and Company pursuant to the Termination Agreement as consideration for the termination of certain pre-Merger agreements.

(3) Includes 6,443,076 shares underlying Legacy Ionetix common stock warrants issued subsequent to March 31, 2026 and prior to the Effective Time of the Merger in connection with the settlement of a contingent equity arrangement. These warrants are assumed to be exchanged for warrants exercisable for shares of the Company's common stock at the Conversion Ratio pursuant to the Merger Agreement.

(4) Reflects options outstanding under Legacy Ionetix's 2016 EIP and 2010 EIP as of March 31, 2026, which will be assumed by the Company and converted into options to purchase shares of the Company's common stock at the Conversion Ratio pursuant to the Merger Agreement. Such awards will be transitioned into the 2026 EIP at Closing.

(5) Includes (i) 10,777,268 shares of the Company's common stock issued concurrent with the initial Offering on April 9, 2026 and (ii) 185,000 shares of the Company's common stock issued in the subsequent private placement offering on June 1, 2026.

(6) Includes (i) 862,183 shares of the Company's common stock issuable upon exercise of the warrants issued concurrent with the initial Offering on April 9, 2026 and (ii) 14,800 shares of the Company's common stock issuable upon exercise of the warrants issued to the placement agent in connection with the subsequent private placement offering on June 1, 2026.

Cash $ 129 $ 10 $ 32,887 (A) $ 21,853

Accounts receivable, net 1,329 — — 1,329

Inventory, net 207 — — 207

Prepaid expenses and other current assets 644 — — 644

Total current assets 2,309 10 21,714 $ 24,033

Inventory, non-current 3,143 — — 3,143

Property and equipment, net 26,353 — — 26,353

Leases right-of-use assets 1,311 — — 1,311

Other non-current assets 1,398 — (906 ) (C) 492

Total Assets $ 34,514 $ 10 $ 20,808 $ 55,332

Liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) Current liabilities:

Accounts payable $ 6,182 $ — $ — $ 6,182

Accrued expenses and other current liabilities 2,959 — (132 ) (B) 2,061 (766 ) (I) Short-term debt 6,490 25 (6,490 ) (I) — (25 ) (H) Short-term operating lease liabilities 407 — — 407 Total current liabilities 16,038 25 (7,413 ) 8,650 Operating lease liabilities, non-current 905 — — 905 Other non-current liabilities 2,423 — (99 ) (F) 2,324 Total liabilities 19,366 25 (7,512 ) 11,879 Commitments and contingencies Redeemable convertible preferred stock 197,867 — (197,867 ) (D) — Stockholders' deficit:

JDEV common stock — — — —

Legacy Ionetix common stock 3 — (3 ) (E) —

The Company's common stock — — 1 (A) 10

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF March 31, 2026 (in thousands), continued (4,196 ) (C) 197,859 (D) 2 (E) 99 (F) 9,692 (G) (15 ) (J) Accumulated deficit (193,504 ) (15 ) (701 ) (B) (204,499 ) (9,692 ) (G) (602 ) (I) 15 (J) Total stockholders' equity (deficit) (182,719 ) (15 ) 226,187 43,453 Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) $ 34,514 $ 10 $ 20,808 $ 55,332 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2026 (in thousands, except share and per share amounts) Legacy Ionetix (Historical) JDEV Acquisition Corp. (Historical) Pro Forma Transaction Accounting Adjustments Pro Forma Combined Revenue $ 1,071 $ — $ — $ 1,071 Operating expenses:

Cost of revenue 1,497 — — 1,497

Selling, general and administrative 2,904 16 — 2,920

Research and development 702 — — 702

Total operating expenses 5,103 16 — 5,119

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Financial statements 1 change

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Notes to the financial statements 69 changes

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Note 1: Description of Business 11 changes

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Note 4: Condensed Consolidated Balance Sheets Details 16 changes

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Note 5: Short-Term Debt 8 changes

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Note 6: Convertible Notes 12 changes

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Note 8: Operating Leases 18 changes

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Note 9: Commitments and Contingencies 1 change

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Note 12: Stock Option Plan 2 changes

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Note 13: Common Stock Warrants 16 changes

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Note 16: Related Party Transactions 3 changes

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Note 17: Subsequent Events 13 changes

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Note 8: SAFE Liability 6 changes

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Note 12: Redeemable Convertible Preferred Stock 11 changes

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Note 17: Net Loss Attributable to Common Stockholders 1 change

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Note 1: Nature of Operations 4 changes

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Note 2: Basis of Presentation and Summary of Significant Accounting Policies 16 changes

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Note 3: Capital Stock 5 changes

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Note 4: Income Taxes 13 changes

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Note 5: Commitments and Related Party Transactions 9 changes

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Other Expenses of Issuance and Distribution 5 changes

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Indemnification of Directors and Officers 2 changes

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Recent Sales of Unregistered Securities 4 changes

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Undertakings 1 change

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Exhibits 15 changes

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