8-K

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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: April 19, 2005

ISONICS CORPORATION
(Name of small business issuer as specified in its charter)

California	001-12531	77-0338561
State of Incorporation	Commission File Number	IRS Employer 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 3.02—Unregistered Issuance of Equity Securities

        (a)   The 1998 Directors' Plan (the "Directors' Plan") authorized each person serving as a member of the Board who is not an employee of Isonics to receive options to purchase 10,000 shares when such person is re-elected as a Director provided such person is not an employee of Isonics. The exercise price for the options is the Fair Market Value (as defined in the Executives' Plan) on the date such person becomes a director and the options are exercisable for five years from such date. The options granted under the Directors' Plan vest immediately upon the date of the grant. In the event a Director resigns or is not re-elected to the Board, failure to exercise the options in three months results in the options' termination prior to the expiration of their term. As a result of the reelection of Richard Parker and Russell Weiss to the board of directors at the annual meeting of shareholders held on April 19, 2005, each were granted options to purchase 10,000 shares of Isonics common stock, exercisable at $2.04 per share through April 19, 2010. Each of the directors accepted the options on April 19, 2005.

        (b)   No underwriters were involved in the transactions.

        (c)   The stock options were issued in consideration of services rendered and to induce the performance of services in the future.

        (d)   The securities were not offered or sold in a manner that were exempt from registration under the Securities Act of 1933, as amended by reason of Sections 4(2) and 4(6) of the Securities Act of 1933 or Rule 701.

        (e)   The options are exercisable to purchase shares of common stock as described above.

        (f)    Where proceeds were received, the proceeds were utilized for working capital purposes.

Item 8.01—Other Events

        On April 19, 2005, we held our annual meeting of shareholders in Golden, Colorado. Three proposals were submitted to the shareholders for approval as set forth in Isonics Corporation's proxy statement dated March 8, 2005:

        1.     The election of five directors to serve until the next annual meeting of shareholders and until their successors have been elected and qualified.

        2.     The amendment to our Articles of Incorporation to increase our authorized Common Stock to 75,000,000 shares.

        3.     The adoption of Isonics Corporation's 2005 Stock Option Plan.

Items 5.02 and 5.03 are not applicable to this report since the matters voted upon by the shareholders were disclosed in a proxy statement filed by Isonics. There was no solicitation contrary to Isonics' proxy statement.

        24,482,894 shares were present at the meeting and constituted a quorum.

        The names of the directors elected to serve until the next annual meeting of shareholders and until their successors have been elected and qualified, and the number of votes cast for and against were as

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follows. Our common stock and outstanding shares of our Series A convertible preferred stock voted as a single class in the election of directors.

Name of Director	Shares FOR	Shares WITHHELD
James E. Alexander	24,090,638	392,258
Boris Rubizhevsky	24,101,133	381,761
Lindsay A. Gardner	24,108,093	374,801
Richard Parker	24,128,918	353,976
Russell Weiss	24,154,398	328,496

        Abstentions and broker non-votes were not counted for the purposes of determining the outcome of the vote on the election of directors. They are included within the total of "shares withheld," above.

        The shareholders approved the amendment to our articles of incorporation and, when filed with the California Secretary of State in accordance with requirements of the California Corporations Code, our authorized common stock will be increased to 75,000,000 shares as described in the proxy statement. 24,052,444 shares of common stock voting as a separate class, and 24,052,444 shares of common stock and our outstanding series A preferred stock voting as a single class, voted to approve the amendment.

        The shareholders also approved by adoption of our 2005 Stock Option Plan. 5,729,849 shares voting voted for such approval and 776,841 shares voting against (17,976,204 shares withheld).

        At the meeting, we also highlighted for attending shareholders the discussion set forth in a press release we issued on April 19, 2005, describing our strategic initiatives for our 2006 fiscal year. A copy of that press release is attached hereto as an exhibit.

Item 9.01—Financial Statements, Pro-Forma Financial Information and Exhibits

(c)

Exhibits

Exhibit Number	Description
99.1	Press Release dated April 19, 2005

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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 19th day of April 2005.

Isonics Corporation
By:	/s/  JAMES E. ALEXANDER James E. Alexander President and Chief Executive Officer

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Item 3.02—Unregistered Issuance of Equity Securities
Item 8.01—Other Events
Item 9.01—Financial Statements, Pro-Forma Financial Information and Exhibits

SIGNATURES

EX-99.1

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Exhibit 99.1

Isonics CEO James E. Alexander Addresses Stockholders at Annual Shareholders Meeting at Corporate Headquarters

CEO Discusses State of Life Sciences, Semiconductors and Homeland Security Divisions and Presents Outlook for Coming Year

        GOLDEN, Colo.—(BUSINESS WIRE)—April 19, 2005—Isonics Corporation (NASDAQ:ISON—News), committed to the development of next-generation technology for the homeland security market, has announced that CEO James E. Alexander addressed the Company's annual shareholders meeting today, providing a summary of business activities, the past year's achievements, and Management's ongoing initiatives to build new revenue sources.

        Mr. Alexander discussed business performance and strategies in Isonics' three divisions: Life Sciences, Semiconductors, and Homeland Security. His address identified both achievements and difficulties encountered by the Company operating segments during the past year.

        During his discussion, Mr. Alexander summarized the status of planned acquisitions into the Company's Homeland Security division. "While we were unable to finalize the previously announced acquisition of Protection Plus Security Consultants on the previously announced schedule, we plan to sign the definitive agreement and close the transaction as soon as soon as negotiations and due diligence have been completed. Having worked through some issues with the sellers, Isonics is committed to completing this transaction at the earliest possible time," Mr. Alexander told shareholders. Acquisition of IUT-Berlin, also previously announced, is also proceeding and Management is targeting a July timeframe for completion of the transaction, which is expected to bring a number of important additional technologies and products into Isonics' Homeland Security Division.

        "The Board of Directors has tasked management with building a multi-dimensional business through internal product development as well as acquisition of profitable businesses and promising, complementary technologies," Mr. Alexander told shareholders. "We believe IUT-Berlin is an example of how we plan to execute our strategy to build our Homeland Security business through complementary acquisitions.

        Added Mr. Alexander: "We want to acquire IUT-Berlin not only to proceed more quickly with product development of neutron-based products like NeutroTest, but also to obtain IUT-Berlin's ion mobility spectroscopy (IMS) products and technology. The IMS technology is a proven technology that can be used to identify chemical, biological and explosive agents. We anticipate that IMS products will be commercially available in calendar 2006."

        IUT-Berlin has been a longtime technology partner, and is the developer of the Company's NeutroTest™ explosive detection device. "The development and commercialization of NeutroTest remains on our previously announced timeline of international commercial sales during the current calendar quarter and US sales in the third calendar quarter of this year, although we do not expect commercial-scale production to begin until 2006," said Mr. Alexander.

        Mr. Alexander's discussion of the Company's Life Sciences division included previously announced reports about difficulties encountered by the segment as it develops new products and business within the global radioisotope marketplace. "Our largest single product, oxygen-18 continues to be under pricing pressure, but on the positive side, new PET applications continue to be developed and approved for insurance reimbursement which expands the market," he said. "To help us maintain, and hopefully grow, our market share for oxygen-18, we have established a distributor to help us reach small and medium size customers. We are pleased with their performance so far."

        Other details Mr. Alexander presented include the January 2005 introduction of Actinium-225, a new and promising radioisotope for the treatment of certain cancers. "This material is quite rare and assuming our Russian business partner reaches target production levels during 2005, we believe we will be able to nearly double the world's supply," said Mr. Alexander. "We have delivered a number of

shipments to researchers in the U.S. and are receiving many expressions of interest which we hope will turn into customers once we have sufficient material available."

        Mr. Alexander also discussed the negative cash flows and operating losses that have been reported with respect to the semiconductor segment. Isonics is still considering various options with respect to that segment, including using Isonics' prior capital investment to enter less competitive segments of the market which we believe will increase revenue attributable to that segment during the next three to six months while we continue to consider longer-term options.

About Isonics Corporation

        Isonics Corporation has three business divisions: (1) Isonics Semiconductor, (2) Isonics Life Sciences, and (3) Isonics Homeland Security and Defense. Isonics is a world leader in isotopically engineered materials and through its semiconductor division produces isotopically pure silicon-28 chemicals and wafers for the semiconductor industry. Isonics' Life Sciences division markets and sells isotopes to the health care industry for the imaging and treatment of cancer. Stable isotopes can be thought of as ultra pure materials. This high degree of purification provides enhanced properties as compared to natural materials. Our efforts in the Homeland Security segment are nascent at the present time as we proceed to develop further our neutron-based detection technologies. Additional information may be obtained at the Company's Web site at http://www.isonics.com. For more investor-specific information, including daily and historical Company stock quote data and recent news releases, please visit http://www.trilogy-capital.com/tcp/isonics. To read or download the Company's Investor Fact Sheet visit http://www.trilogy-capital.com/tcp/isonics/factsheet.html. A presentation about Isonics' NeutroTest(TM) explosive detection prototype can be found at http://www.trilogy- capital.com/tcp/isonics/presentation.html. A video demonstrating the functioning NeutroTest prototype can be viewed at http://www.trilogy-capital.com/tcp/isonics/video.html.

Cautionary Statement

        Except for historical information contained herein, this document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks and uncertainties that may cause the Company's actual results or outcomes to be materially different from those anticipated and discussed herein. Further, the Company operates in industries where securities values may be volatile and may be influenced by regulatory and other factors beyond the Company's control. Other important factors that the Company believes might cause such differences are discussed in the risk factors detailed in the Company's 10-KSB for the year ended April 30, 2004, and its quarterly report on Form 10-QSB for the nine months ended January 31, 2005, both as filed with the Securities and Exchange Commission, which include the Company's historical cash flow difficulties, dependence on significant customers, and rapid development of technology, among other risks. In assessing forward-looking statements contained herein, readers are urged to carefully read all cautionary statements contained in the Company's filings with the Securities and Exchange Commission. Isonics cautions investors that there are currently no commercial NeutroTest products, and no guarantee there will be. Isonics has made no NeutroTest sales and no government agency or other person has expressed an interest in purchasing NeutroTest. There can be no assurance that Isonics will be able to manufacture the NeutroTest for the market at a cost and with capabilities that meet the needs of prospective customers.

        This announcement may contain forward-looking statements made by senior management of Isonics that involve risks and uncertainties, such as statements about plans, objectives, expectations, assumptions or future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties and performances, or achievements expressed or implied by the forward-looking statements. Actual future results and trends may differ materially from those made in—or suggested by—statements made in this announcement due to a variety of factors. Consequently, you should not

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place undue reliance on any forward-looking statements made in this announcement. For more information about Isonics and risks arising from investing in Isonics, you are directed to the Company's most recent Form 10-KSB filed with the Securities and Exchange Commission.

Contact:

Isonics Corporation
James E. Alexander, 303-279-7900
or
Investor Relations:
Trilogy Capital Partners, Inc.
Paul Karon, 800-592-6067
paul@trilogy-capital.com

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Isonics CEO James E. Alexander Addresses Stockholders at Annual Shareholders Meeting at Corporate Headquarters