ASP Isotopes Inc. Announces Signing of Purchase Agreement for Offering of Convertible Notes by Quantum Leap Energy
ASP Isotopes Inc. announced that its subsidiary, Quantum Leap Energy LLC, has entered into a purchase agreement for convertible notes, oversubscribed, resulting in over $20 million in gross proceeds. The notes may convert into common equity and will mature in five years, with the intention to fund laser enrichment production facilities and general corporate purposes.
The oversubscription of QLE’s convertible notes indicates a robust investor interest in ASP Isotopes Inc.'s subsidiary, which can be seen as a positive signal for the company's financial health and growth prospects. Convertible notes are a form of debt that can be converted into equity at certain trigger events, such as an IPO or equity financing, often at a discount to the market price. This mechanism can be attractive to investors as it offers the potential for upside participation in the company's growth while providing downside protection in the form of debt.
The fact that these notes are unsecured could suggest a higher risk for investors, as they would be ranked lower in the event of liquidation. However, the unsecured nature of the notes might also indicate confidence in QLE's future cash flows and overall financial stability. The use of proceeds for the development of laser enrichment production facilities points to strategic investments in the company's core capabilities, which could enhance its competitive position in the advanced materials industry.
The advanced materials sector is gaining significant attention due to its applications across various high-growth industries, such as healthcare, energy and defense. ASP Isotopes Inc.’s focus on isotope production through its subsidiary QLE aligns with a market that is experiencing increased demand for precision materials. The successful capital raise through convertible notes suggests that the market sees potential in the company's technology and future production facilities.
Considering the global nature of the offering, complying with Regulation S under the Securities Act, the company is tapping into international markets, thereby diversifying its investor base. This move could provide QLE with not just capital but also a broader range of strategic partnerships and market opportunities. It is important to monitor how these funds will be deployed and their impact on the company's ability to meet the growing demand for isotopes in the global market.
The legal framework surrounding the issuance of convertible notes by QLE is complex, involving compliance with Regulation S under the Securities Act. This regulation permits companies to raise capital from non-U.S. persons in offshore transactions without the stringent registration requirements of the Securities Act. The company's adherence to these regulations ensures that the offering is conducted legally, minimizing the risk of regulatory penalties that could adversely affect investor confidence and the company's reputation.
It is also noteworthy that the QLE Notes and the potential common equity securities are not being offered or sold in the United States, nor to U.S. persons, which limits the investor pool but also reduces the company's exposure to U.S. securities law. This strategic choice may reflect the company's assessment of the regulatory landscape and its desire to manage legal and compliance risks associated with securities offerings.
02/29/2024 - 08:30 AM
WASHINGTON, Feb. 29, 2024 (GLOBE NEWSWIRE) -- ASP Isotopes Inc. NASDAQ: ASPI ("ASP Isotopes” or “ASPI” or the “Company”), an advanced materials company dedicated to the development of technology and processes for the production of isotopes for use in multiple industries, announced today that its wholly-owned subsidiary, Quantum Leap Energy LLC ("QLE”), has entered into a purchase agreement with investors for the issuance of QLE’s convertible notes (the "QLE Notes").
The offering of QLE Notes was oversubscribed and is expected to result in gross proceeds to QLE of greater than $20 million .
The QLE Notes will be unsecured and may be convertible into common equity securities of QLE prior to maturity upon the occurrence of certain events, including an initial public offering, direct listing or a future equity financing, in each case at a price per share equal to the lower of 80% of the per share price in the applicable transaction or the per share value of one share of QLE’s common equity based on a set valuation cap.
The QLE Notes will mature on the fifth anniversary of the initial closing, unless converted in accordance with their terms prior to such date. QLE may not repay the QLE Notes prior to maturity, unless a change of control transaction occurs.
QLE intends to use the net proceeds from the QLE Notes offering for the planning for, building and development of laser enrichment production facilities, as well as general corporate purposes.
The closing of the QLE Notes offering is subject to the fulfillment or waiver of certain conditions contained in the purchase agreement.
The QLE Notes are offered in offshore transactions outside the United States to non-U.S. persons in compliance with Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act"). The QLE Notes and the common equity securities of QLE deliverable upon conversion of the QLE Notes (if any) have not been and will not be registered under the Securities Act or any other applicable securities laws, and may not be sold or otherwise transferred in the United States except under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any other applicable securities laws. No offering of the QLE Notes or the common equity securities of QLE deliverable upon conversion of the QLE Notes (if any) was made into the United States or to U.S. persons.
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any securities, nor shall there be a sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
About ASP Isotopes Inc.
ASP Isotopes Inc. is a pre-commercial stage advanced materials company dedicated to the development of technology and processes to produce isotopes for use in multiple industries. The Company employs proprietary technology, the Aerodynamic Separation Process (“ASP technology”). The Company’s initial focus is on producing and commercializing highly enriched isotopes for the healthcare and technology industries. The Company also plans to enrich isotopes for the nuclear energy sector using Quantum Enrichment technology that the Company is developing. The Company has isotope enrichment facilities in Pretoria, South Africa, dedicated to the enrichment of isotopes of elements with a low atomic mass (light isotopes).
There is a growing demand for isotopes such as Silicon-28, which will enable quantum computing, and Molybdenum-100, Molybdenum-98, Zinc-68, Ytterbium-176, and Nickel-64 for new, emerging healthcare applications, as well as Chlorine-37, Lithium-6, and Uranium-235 for green energy applications. The ASP Technology (Aerodynamic Separation Process) is ideal for enriching low and heavy atomic mass molecules. For more information, please visit www.aspisotopes.com .
Forward Looking Statements
This press release may contain “forward-looking statements.” Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, risks and uncertainties related to the Company’s proposed offering of convertible notes of Quantum Leap Energy LLC, or factors that result in changes to the Company’s anticipated results of operations related to its products and technologies. These and other risks and uncertainties are described more fully in the section captioned “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC. Therefore, you should not rely on any of these forward-looking statements. Any forward-looking statement made by us in this release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise, except as may be required under applicable law.
Contacts
Jason Assad– Investor relationsJassad@aspisotopes.com Telephone: 561-709-3043
What did ASP Isotopes Inc. announce regarding Quantum Leap Energy LLC?
ASP Isotopes Inc. announced that its subsidiary, Quantum Leap Energy LLC, has entered into a purchase agreement for convertible notes.
How much did the oversubscribed offering of QLE Notes result in?
The oversubscribed offering of QLE Notes resulted in gross proceeds to QLE of greater than $20 million.
What events may trigger the conversion of the QLE Notes into common equity securities?
The QLE Notes may be convertible into common equity securities of QLE prior to maturity upon the occurrence of certain events, including an initial public offering, direct listing, or a future equity financing.
What is the maturity period for the QLE Notes?
The QLE Notes will mature on the fifth anniversary of the initial closing, unless converted in accordance with their terms prior to such date.
How does QLE intend to use the net proceeds from the QLE Notes offering?
QLE intends to use the net proceeds from the QLE Notes offering for the planning for, building, and development of laser enrichment production facilities, as well as general corporate purposes.
