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    SEC Form S-8 filed by ASP Isotopes Inc.

    4/9/25 6:03:40 AM ET
    $ASPI
    Major Chemicals
    Industrials
    Get the next $ASPI alert in real time by email
    S-8 1 aspi_s8.htm FORM S-8 aspi_s8.htm

    As filed with the Securities and Exchange Commission on April 8, 2025

    Registration No. 333-

          

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

    ___________________

     

    FORM S‑8

     

    REGISTRATION STATEMENT

    UNDER

    THE SECURITIES ACT OF 1933

    ___________________

     

    ASP ISOTOPES INC.

    (Exact name of registrant as specified in its charter)

     

    Delaware

     

    87-2618235

    (State or other jurisdiction of

    incorporation or organization)

     

    (I.R.S. Employer

    Identification No.)

     

    601 Pennsylvania Avenue NW

    South Building, Suite 900

    Washington, D.C. 20004

    (Address of Principal Executive Offices) (Zip Code)

    ___________________

     

    ASP ISOTOPES INC. 2022 EQUITY INCENTIVE PLAN

    (Full title of the plan)

    ___________________

     

    Paul E. Mann

    Executive Chairman and Chief Executive Officer

    ASP Isotopes Inc.

    601 Pennsylvania Avenue NW

    South Building, Suite 900

    Washington, D.C. 20004

    (Name and address of agent for service)

     

    (202) 756-2245

    (Telephone number, including area code, of agent for service)

     

    Copy to:

    Donald G. Ainscow, Esq.

    Blank Rome LLP

    200 Crescent Court, Suite 1000

    Dallas, TX 75201

    Tel: (972) 850-1450

    Fax: (972) 850-1451

     

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

     

    Large accelerated filer

    ☐

    Accelerated filer

    ☐

    Non-accelerated filer

    ☒

    Smaller reporting company

    ☒

     

     

    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 7(a)(2)(B) of the Securities Act ☐

     

     

     

     

    Explanatory Note

     

    Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), ASP Isotopes Inc. (the “Company”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering additional shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), issuable under the ASP Isotopes Inc. 2022 Equity Incentive Plan (the “2022 Plan”).  The number of shares of Common Stock available for issuance under the 2022 Plan is 5,000,000 shares of Common Stock, subject to an annual increase on January 1 of each year beginning in 2023 for a period of ten (10) years, in an amount equal to the lesser of (i) five percent (5%) of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year, or (ii) such number of shares of Common Stock determined by the Board of Directors of the Company (the “Evergreen Provision”).  This Registration Statement registers an aggregate of 3,603,403 additional shares of Common Stock available for issuance under the 2022 Plan as a result of the Evergreen Provision, which shares were automatically made so available on the first day of 2025, representing 5% of the total number of shares of Common Stock outstanding on December 31, 2024.

     

    The shares of Common Stock registered pursuant to this Registration Statement are of the same class of securities as the 10,646,164 shares of Common Stock registered for issuance under the 2022 Plan pursuant to the Registration Statement on Form S-8 (File No. 333-268421) filed on November 16, 2022 (which registered 5,000,000 shares of Common Stock initially available for future grants under the 2022 Plan, and an additional 3,200,000 shares of Common Stock anticipated to become available for issuance under the 2022 Plan pursuant to the Evergreen Provision) and Registration Statement on Form S-8 (File No. 333-280157) filed on June 12, 2024 (which registered 2,446,164 shares of Common Stock available for issuance under the 2022 Plan as a result of the Evergreen Provision on January 1, 2024).  The information contained in the Company’s Registration Statements on Form S-8 (File Nos. 333-268421 and 333-280157) is hereby incorporated by reference pursuant to General Instruction E. Any items in the Company’s Registration Statements on Form S-8 (File Nos. 333-268421 and 333-280157) not expressly changed hereby shall be as set forth in the Company’s Registration Statements on Form S-8 (File Nos. 333-268421 and 333-280157).

     

     
    2

     

     

    PART II

     

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     

    Item 3. Incorporation of Documents by Reference.

     

    The following documents previously filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

     

     

    (a)

    the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025;

     

     

     

     

    (b)

    the portions of the Registrant’s Definitive Proxy Statement on Schedule 14A for the 2024 annual meeting of stockholders filed on October 21, 2024 that are incorporated by reference in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023; and

     

     

     

     

    (c)

    the description of the Registrant’s common stock contained in Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 31, 2025, including any amendments or reports filed for the purpose of updating such description.

     

    All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents.

     

    The Registrant is not incorporating by reference any information or document, or portion thereof, whether specifically listed above or to be filed in the future, that is furnished to, and is not deemed “filed” with, the Commission.

     

    Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

     

     
    3

     

     

     Item 8. Exhibits.

     

    (a)   Exhibits

     

     

     

     

    Incorporated by Reference

    Exhibit

    Number

    Exhibit Title

     

    Filed

    Herewith

     

    Form

     

    Filing Date.

     

    Exhibit

     

    File No.

    5.1

     

    Opinion of Blank Rome LLP

     

    X

     

     

     

     

     

     

     

     

    23.1

     

    Consent of Independent Registered Public Accounting Firm

     

    X

     

     

     

     

     

     

     

     

    23.2

     

    Consent of Blank Rome LLP (included in Exhibit 5.1)

     

    X

     

     

     

     

     

     

     

     

    24.1

     

    Power of Attorney (included on the signature page)

     

    X

     

     

     

     

     

     

     

     

    99.1

     

    ASP Isotopes Inc. 2022 Equity Incentive Plan and forms of award agreement thereunder

     

     

     

    S-1/A

     

    10/11/2022

     

    10.2

     

    333-267392

    107

     

    Filing Fee Table

     

    X

     

     

     

     

     

     

     

     

     

     
    4

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Washington, D.C. on April 8, 2025. 

     

     

    ASP ISOTOPES INC.

     

     

     

     

     

    By

    /s/ Paul E. Mann

     

     

     

    Paul E. Mann

    Executive Chairman

    and Chief Executive Officer

     

     

    POWER OF ATTORNEY

     

    KNOW ALL PERSONS BY THESE PRESENTS, that that each person whose signature appears below constitutes and appoints Paul E. Mann and Heather Kiessling, and each of them, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as such person might or could do in person, hereby approving, ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof.

     

    Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

     

    Signature

     

    Title

     

    Date

     

     

     

     

     

    /s/ Paul E. Mann

     

    Executive Chairman, Chief Executive Officer and Director

    (Principal Executive Officer)

     

    April 8, 2025

    Paul E. Mann

     

     

     

     

     

     

     

    /s/ Heather Kiessling

     

    Chief Financial Officer

    (Principal Financial and Accounting Officer)

     

    April 8, 2025

    Heather Kiessling

     

     

     

     

     

     

     

    /s/ Michael Gorley, Ph.D.

     

    Director

     

    April 8, 2025

    Michael Gorley, Ph.D.

     

     

     

     

     

     

     

    /s/ Duncan Moore, Ph.D.

     

    Director

     

    April 8, 2025

    Duncan Moore, Ph.D.

     

     

     

     

     

     

     

    /s/ Robert Ryan

     

    Director

     

    April 8, 2025

    Robert Ryan

     

     

     

     

     

     

     

    /s/ Hendrik Strydom, Ph.D.

     

    Director

     

    April 8, 2025

    Hendrik Strydom, Ph.D.

     

     

     

     

     

     

     

    /s/ Todd Wider, M.D.

     

    Director

     

    April 8, 2025

    Todd Wider, M.D.

     

     

     

     
    5

     

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