<Page>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: MARCH 22, 2002
ISONICS CORPORATION
(Name of small business issuer as specified in its charter)
CALIFORNIA 001-12531 77-0338561
- ------------- --------------- ------------------
State of Commission File IRS Employer
Incorporation Number Identification No.
5906 MCINTYRE STREET, GOLDEN, COLORADO 80403
Address of principal executive offices
303-279-7900
Telephone number, including
Area code
NOT APPLICABLE
Former name or former address if changed since last report
<Page>
ITEM 5 - OTHER EVENTS
ITEM 701 DISCLOSURE - RECENT SALES OF UNREGISTERED SECURITIES
1. vFINANCE, INC.
On March 22, 2002, Isonics entered into a Management and Investment Banking
Agreement with vFinance Investments, Inc., of Boca Raton, Florida, a member of
the National Association of Securities Dealers, Inc. The investment banking
agreement provided for the issuance to vFinance of warrants to purchase 50,000
shares of common stock at $1.50 per share, and a fee of $5,000 per month in
exchange for vFinance's agreement to provide financial advisory and other
services to Isonics. The following sets forth the information required by Item
701 in connection with that transaction:
(a) The transaction was effective March 22, 2002. Isonics issued 50,000
common stock purchase warrants.
(b) No underwriters were involved in the transaction. The only entities
who received securities from us in this transaction was vFinance and
certain directors and executive officers of vFinance (who received the
warrants by assignment from vFinance).
(c) The securities were not sold for cash. The securities were issued to
vFinance as part of the consideration for vFinance entering into the
investment banking agreement and providing the services thereunder.
(d) The issuance of the warrants was accomplished pursuant to the
exemptions from registration contained in Sections 4(2) and 4(6) of
the Securities Act of 1933. We did not engage in any public
advertising or general solicitation in connection with this
transaction. We provided vFinance with disclosure of all aspects of
our business, including providing vFinance and its management with our
reports filed with the Securities and Exchange Commission, our press
releases, access to our auditors, and other financial, business, and
corporate information. Based on our investigation, we believe that the
management and the board of directors of vFinance obtained all
information regarding Isonics they requested, received answers to all
questions they posed, and otherwise understood the risks of accepting
our securities in exchange for the license agreement.
(e) There are no conversion rights or exchange rights associated with the
warrants. The warrants are exercisable to purchase shares of common
stock of Isonics until March 20, 2005 at $1.50 per share.
(f) Isonics received no proceeds from the issuance of these warrants and,
therefore, we have no use of proceeds.
2. CONVERTIBLE LOAN
Effective March 22, 2002, we borrowed $1,000,000 from five persons who are
accredited investors. In exchange for the loan, we issued our Series 2002A 4%
Convertible Promissory Notes due March 1, 2003 to these persons. We have the
ability to repay these notes in cash or in shares of our common stock (at $1.00
per share) if the shares are registered. To the extent that
<Page>
we repay the notes in cash, we are obligated to issue warrants to the holder
entitling them to purchase shares of our common stock at $1.00 per share for
each $1.00 of cash repayment. Each note is convertible into shares of our common
stock at $1.00 per share, and various obligations of the notes are guaranteed by
James E. Alexander (our president) and Boris Rubizhevsky (our senior vice
president). They each pledged 500,000 shares of our common stock they own to
secure these obligations (a total of 1,000,000 shares). Among our obligations is
a registration rights agreement by which we have committed to file a Form S-3
registration statement for the benefit of the lenders. We also issued each
lender a warrant to acquire one share of our restricted common stock for each
$5.00 loaned to us. The following sets forth the information required by Item
701 in connection with that transaction:
(a) The transaction was completed March 22, 2002. We issued $1,000,000 of
convertible 4% promissory notes and warrants to purchase 200,000
shares to five accredited investors.
(b) The transaction occurred using vFinance, Inc., as an underwriter. We
paid them a 10% commission ($100,000) and warrants to purchase 100,000
shares at $1.25 per share, exercisable until March 20, 2005. vFinance
assigned a portion of these warrants to certain of its directors and
executive officers.
(c) The convertible notes and the warrants were issued to the lenders in
exchange for a total of $1,000,000 in cash.
(d) We relied on the exemption from registration provided by Sections 4(2)
and 4(6) under the Securities Act of 1933 for this transaction. We did
not engage in any public advertising or general solicitation in
connection with this transaction. We provided the lenders with
disclosure of all aspects of our business, including providing the
lenders with our reports filed with the Securities and Exchange
Commission, our press releases, access to our auditors, and other
financial, business, and corporate information. Based on our
investigation, we believe that the management and each of the lenders
obtained all information regarding Isonics they requested, received
answers to all questions they posed, and otherwise understood the
risks of accepting our securities.
(e) The notes are convertible at the holders' option into shares of our
common stock at $1.00 per share (subject to certain dilution
adjustment provisions). The warrants are exercisable to purchase
shares of common stock of Isonics until March 20, 2005 at $1.25 per
share.
(f) We received a net of approximately $890,000 from the escrow
arrangement by which we completed the transaction. We intend to use
the proceeds of the loan transaction primarily to finance Isonics'
silicon-on-insulator operations, to pay our expenses of the
transaction (approximately $60,000), to repay some past-due expenses
(including salaries to officers of approximately $120,000), and for
general working capital.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
<Page>
Not applicable.
(b) PRO FORMA financial information.
Not applicable.
(c) Exhibits
The following exhibits are attached to this Current Report on Form 8-K:
1. Form of Registration Rights Agreement.
2. Form of Series 2002A 4% Convertible Promissory Note due March 1, 2003.
3. Form of Warrant Agreement expiring March 20, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 23rd day of April 2002. ISONICS CORPORATION
By: /s/ James E. Alexander
--------------------------------
James E. Alexander
President and Chief Executive Officer