ASP Isotopes (ASPI) converts $109M in subsidiary notes into common stock

Rhea-AI Filing Summary

ASP Isotopes Inc., a Delaware corporation based in Dallas, filed a notice of an exempt securities offering under Regulation D, Rule 506(b). The offering covers equity securities reflecting the exchange of $109,181,606 of aggregate principal plus accrued unpaid interest on convertible promissory notes previously issued by a subsidiary into common stock of ASP Isotopes. The total amount sold is $109,181,606 with $0 remaining to be sold. The issuer reports annual revenues of over $100,000,000 and indicates no finder’s fees were paid.

Filing Explained

The exchange increases the common share count and reduces existing holders’ percentage ownership; resale registration itself adds no company cash.

The Form D reports a Rule 506(b) equity offering whose first sale was July 15, 2026: $109,181,606 of subsidiary convertible notes, including accrued interest, was exchanged for ASP Isotopes common stock, with $0 remaining to be sold.

The July 16 shelf disclosure states that the exchange issued 23,160,682 common shares, bringing shares outstanding to 153,309,380 as of July 16, 2026; issuing additional shares reduces existing holders’ percentage ownership absent offsetting changes.

The registered shares are for resale by selling stockholders, not a sale by ASP Isotopes: the company will not receive proceeds from those resales, although it will bear registration expenses.

Key Figures

Total Amount Sold: $109,181,606 USD Total Remaining to be Sold: $0 USD Issuer Revenue Range: Over $100,000,000 +3 more

6 metrics

Total Amount Sold $109,181,606 USD Equity issued in exchange for subsidiary convertible promissory notes plus accrued unpaid interest

Total Remaining to be Sold $0 USD No additional securities remain to be sold in this exempt offering

Issuer Revenue Range Over $100,000,000 Revenue size category selected in the issuer size section

Finders' Fees $0 USD Finder’s fees reported for the exempt offering

Exemption Claimed Rule 506(b) Federal exemption under Regulation D used for the offering

Date of First Sale 2026-07-15 Date the first sale in the exempt offering occurred

Key Terms

Rule 506(b), Regulation D, convertible promissory notes, aggregate principal amount, +1 more

5 terms

Rule 506(b) regulatory

"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

convertible promissory notes financial

"convertible promissory notes previously issued by a subsidiary of the Issuer"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

aggregate principal amount financial

"109,181,606 of the aggregate principal amount of, plus accrued unpaid interest on"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

covered securities regulatory

"If the securities that are the subject of this Form D are "covered securities""

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/17/2026 - 05:15 PM Accepted by SEC EDGAR 07/17/2026 - 05:15 PM Learn about SEC filing dates

FAQ

What type of exempt offering did ASP Isotopes Inc. (ASPI) report?

ASP Isotopes Inc. reported an exempt offering of equity securities relying on Regulation D, Rule 506(b). This exemption allows private offerings to accredited investors without full SEC registration, subject to specific disclosure and resale limitations.

How large is the ASPI exempt equity offering reported on Form D?

The exempt offering involves $109,181,606 of securities. This amount equals the aggregate principal plus accrued unpaid interest of subsidiary-issued convertible promissory notes that were exchanged for ASP Isotopes common stock, with no remaining amount to be sold.

Did ASP Isotopes Inc. (ASPI) raise new cash in this Form D transaction?

The filing describes an exchange of $109,181,606 of convertible promissory notes, plus accrued interest, for common stock. It characterizes the transaction as converting existing subsidiary debt instruments into ASP Isotopes equity rather than selling new securities for cash proceeds.

What does the Form D say about ASP Isotopes Inc. (ASPI) revenue size?

ASP Isotopes indicates in the issuer size section that its revenue is over $100,000,000. This selection places the company in the highest revenue category listed in the Form D issuer size table for Regulation D offerings.

Were any finder’s fees or sales commissions paid in ASPI’s exempt offering?

The Form D lists finder’s fees of $0 for the offering. No specific sales commissions are disclosed in the provided section, indicating no reported cash compensation to intermediaries for placing the exchanged securities.

What type of securities were issued by ASP Isotopes Inc. (ASPI) in this exchange?

ASP Isotopes issued common stock in exchange for convertible promissory notes. The notes, previously issued by a subsidiary, had an aggregate principal and accrued unpaid interest totaling $109,181,606, which were converted into equity of ASP Isotopes.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001921865

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

ASP Isotopes Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2021
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
ASP Isotopes Inc.
Street Address 1		Street Address 2
2200 ROSS AVENUE, SUITE 4575E
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
DALLAS	TEXAS	75201	202-756-2245

3. Related Persons

Last Name	First Name	Middle Name
Mann	Paul	E.
Street Address 1	Street Address 2
2200 Ross Avenue	Suite 4575E
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Gorley	Michael
Street Address 1	Street Address 2
2200 Ross Avenue	Suite 4575E
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hunter, Jr.	Ralph	L.
Street Address 1	Street Address 2
2200 Ross Avenue	Suite 4575E
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Maseko	Sipho	N.
Street Address 1	Street Address 2
2200 Ross Avenue	Suite 4575E
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Moore	Duncan
Street Address 1	Street Address 2
2200 Ross Avenue	Suite 4575E
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ryan	Robert
Street Address 1	Street Address 2
2200 Ross Avenue	Suite 4575E
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Wider	Todd
Street Address 1	Street Address 2
2200 Ross Avenue	Suite 4575E
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kiessling	Heather
Street Address 1	Street Address 2
2200 Ross Avenue	Suite 4575E
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ainscow	Robert
Street Address 1	Street Address 2
2200 Ross Avenue	Suite 4575E
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ainscow	Donald
Street Address 1	Street Address 2
2200 Ross Avenue	Suite 4575E
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-07-15				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$109,181,606	USD	or Indefinite
Total Amount Sold	$109,181,606	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

109,181,606 of the aggregate principal amount of, plus accrued unpaid interest on, convertible promissory notes previously issued by a subsidiary of the Issuer have been exchanged for common stock of the Issuer.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

11

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
ASP Isotopes Inc.	/s/ Donald G. Ainscow	Donald G. Ainscow	Executive Vice President, General Counsel and Secretary	2026-07-17

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.