ASP Isotopes Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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

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

Not Applicable

(Former name or former address, if changed since last report.)

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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.

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.