[8-K] ASP Isotopes Inc. Reports Material Event

Rhea-AI Filing Summary

On 23 Jul 2025 ASP Isotopes Inc. (ASPI) executed an Underwriting Agreement with Cantor Fitzgerald covering a registered direct offering of 7,500,000 common shares at $8.00 each. The underwriters will acquire the shares at $7.52, reflecting customary underwriting fees.

ASPI projects net proceeds of ≈ $56.2 million after commissions and expenses. Closing is slated for 25 Jul 2025, subject to standard conditions, under the company’s effective Form S-3 shelf (File No. 333-286860) and a related Rule 462(b) registration statement.

Simultaneously, the company terminated its unused $25 million at-the-market Equity Distribution Agreement with Canaccord Genuity, opting instead for the fully underwritten raise. Exhibits include the underwriting agreement (1.1), Blank Rome LLP legal opinion (5.1), and a pricing press release (99.1).

Positive

• ~$56.2 million in estimated net proceeds significantly bolsters liquidity.
• Fully underwritten structure reduces execution and market volatility risk.
• Termination of unused $25 million ATM simplifies capital-raising strategy.

Negative

• Issuance of 7.5 million new shares is materially dilutive to existing holders.
• Underwriters’ 6% discount ($7.52 vs. $8.00) may signal limited demand.
• Loss of ATM program may reduce future financing flexibility.

Insights

Equity Research Analyst

TL;DR: Cash boost offsets dilution; neutral overall impact.

The $56 million gross raise strengthens liquidity without execution risk because the deal is fully underwritten. Proceeds can fund isotope production scale-up or other corporate purposes, reducing reliance on costlier financing. However, issuing 7.5 million new shares is materially dilutive and the $7.52 purchase price represents a 6% discount to the $8 offer, signalling limited pricing power. Terminating the $25 million ATM removes flexibility but avoids incremental fees. Net effect is liquidity positive, dilution negative—overall neutral for valuation until proceeds are deployed efficiently.

Corporate Finance Specialist

TL;DR: Transaction improves cash runway; governance terms routine.

The underwriting agreement contains standard reps, warranties, and indemnities, indicating no unusual covenant constraints. Raising capital in a single tranche accelerates funding compared to sporadic ATM sales and reduces market risk. The move may also simplify investor relations by eliminating the outstanding ATM program. Investors should monitor post-closing share count and use of proceeds to gauge accretion vs. dilution. From a balance-sheet perspective, the deal enhances financial flexibility ahead of potential growth initiatives or capex requirements.

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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 (Date of earliest event reported): July 23, 2025

ASP Isotopes Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41555		87-2618235
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

601 Pennsylvania Avenue NW South Building, Suite 900 Washington, DC		20004
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (202) 756-2245

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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01		ASPI		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 13(a) of the Exchange Act ☐

Item 1.01. Entry into a Material Definitive Agreement.

On July 23, 2025, ASP Isotopes Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. as representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten registered direct offering (the “Offering”) of 7,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share. The offering price in the Offering is $8.00 per share, and the Underwriters have agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $7.52 per share.

The Company estimates that the net proceeds from the Offering will be approximately $56.2 million, after deducting underwriting discounts and commissions and estimated offering expenses.

The Shares are being offered and sold pursuant to a prospectus supplement dated July 23, 2025 and an accompanying base prospectus that form a part of the registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission (the “SEC”), which became effective on May 30, 2025 (File No. 333-286860) and a related registration statement that was filed with the SEC pursuant to Rule 462(b) under the Securities Act of 1933 (and became automatically effective upon filing). The closing of the Offering is expected to take place on or about  July 25, 2025, subject to the satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

A copy of the legal opinion of Blank Rome LLP relating to the Shares is attached as Exhibit 5.1 hereto.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the closing of the Offering and the anticipated amount of net proceeds from the Offering. The forward-looking statements included in this Current Report on Form 8-K are subject to a number of risks, uncertainties and assumptions, including, without limitation, risks and uncertainties associated with market conditions, the satisfaction of customary closing conditions related to the offering and other risks as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and other filings with the Securities and Exchange Commission. These statements are based only on facts currently known by the Company and speak only as of the date of this Current Report on Form 8-K. As a result, you are cautioned not to rely on these forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Item 1.02. Termination of a Material Definitive Agreement.

On April 30, 2025, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Canaccord Genuity LLC, as sales agent and/or principal (the “Manager”), pursuant to which the Company may, from time to time, issue and sell shares of the Company’s common stock in an aggregate offering price of up to $25,000,000 through or to the Manager.  Under the terms of the Equity Distribution Agreement, the Manager may sell the shares of the Company’s common stock at market prices through “at the market” offerings, within the meaning of Rule 415(a)(4) of the Securities Act.  No shares of the Company’s common stock were sold pursuant to the Equity Distribution Agreement. Effective July 23, 2025, the Company terminated the Equity Distribution Agreement by providing a notice of termination to the Manager in accordance with the terms of the Equity Distribution Agreement.

Item 8.01. Other Events.

On July 23, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of July 23, 2025, by and between the Company and Cantor Fitzgerald & Co. as representative of the several underwriters named therein.
5.1		Opinion of Blank Rome LLP.
23.1		Consent of Blank Rome LLP (included in Exhibit 5.1).
99.1		Press Release, dated July 23, 2025, of ASP Isotopes Inc. announcing pricing of underwritten registered direct offering of common stock.
104		Cover Page Interactive Date File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ASP ISOTOPES INC.
Date: July 24, 2025	By:	/s/ Paul Mann
	Name:	Paul Mann
	Title:	Chief Executive Officer

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FAQ

How many ASP Isotopes (ASPI) shares are being issued in the offering?

7,500,000 shares of common stock will be sold.

What is the price of the ASPI registered direct offering?

The public offering price is $8.00 per share; underwriters purchase at $7.52.

How much net cash will ASP Isotopes raise from this transaction?

The company expects approximately $56.2 million in net proceeds after fees and expenses.

When is the closing date for the ASPI offering?

Closing is targeted for July 25, 2025, pending customary conditions.

Why did ASP Isotopes terminate its $25 million ATM facility?

The ATM was unused; the company chose a fully underwritten deal to secure capital more quickly.

Who is acting as lead underwriter for the offering?

Cantor Fitzgerald & Co. is the representative of the several underwriters.