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): March 14, 2023

Registrant’s telephone number, including area code: (561) 709-3034

N/A

(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:

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

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.

The Offering

On March 14, 2023, ASP Isotopes Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single institutional investor (the “Purchaser”), pursuant to which the Company issued, in a private placement (the “Offering”), an aggregate of (i) 3,167,557 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”); and (ii) warrants (the “Common Warrants”) to purchase up to an aggregate of 3,167,557 shares of Common Stock (the “Common Warrant Shares”), at a purchase price of $1.58 per one (1) share of Common Stock and accompanying Common Warrant, for a total gross proceeds of approximately $5 million, before deducting placement agent fees and other offering expenses. The Common Warrants have an exercise price of $1.75 per share, are exercisable on or after September 17, 2023 and will expire on September 18, 2028.

The Offering closed on March 17, 2023 (the “Closing”).

The Company engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) to act as the Company’s exclusive placement agent in connection with the Offering, pursuant to the engagement letter (the “Engagement Letter”), dated as of February 15, 2023, between the Company and the Placement Agent. Pursuant to the Engagement Letter, the Company paid the Placement Agent (i) a total cash fee equal to 7.0% of the aggregate gross proceeds of the Offering; (ii) a management fee of 1.0% of the aggregate gross proceeds of the Offering; and (iii) reimbursement of certain expenses. In addition, the Company issued to the Placement Agent or its designees warrants (the “PA Warrants”) to purchase up to 221,519 shares of Common Stock (the “PA Warrant Shares”) at an exercise price of $1.975 per share. The PA Warrants are exercisable on or after September 17, 2023 and will expire on September 18, 2028.

The Company received net proceeds of approximately $4.52 million from the Offering, after deducting the Placement Agent fees and other Offering expenses.

The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

In connection with the Offering, on March 14, 2023, the Company and the Purchaser entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company is required to file a registration statement with the Securities and Exchange Commission (the “SEC”) to register for resale the Shares and the Common Warrant Shares on or before March 29, 2023 and to use its best efforts to cause the registration statement to be declared effective by the SEC by April 28, 2023 or in the event of a “full review” by the SEC, by May 28, 2023.

The Engagement Letter and the Purchase Agreement contain customary representations and warranties and agreements, and customary indemnification rights and obligations of the respective parties. The Purchase Agreement, the Registration Rights Agreement and the forms of Common Warrant and PA Warrant are attached as Exhibits 10.1, 10.2, 4.1 and 4.2 hereto, respectively. The description of the terms of the Purchase Agreement, the Registration Rights Agreement, the Common Warrants and the PA Warrants is not intended to be complete and is qualified in its entirety by reference to such exhibits.

Item 3.02 Unregistered Sales of Equity Securities.

The Shares, the Common Warrants, the PA Warrants, the Common Warrant Shares and the PA Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company has agreed to issue the Shares, the Common Warrants and PA Warrants pursuant to the exemption from the registration requirements of the Securities Act, available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder and intends to issue the Common Warrant Shares and PA Warrant Shares pursuant to the same exemption. The description of the Shares, the Common Warrants, the Common Warrant Shares, the PA Warrants and the PA Warrant Shares under Item 1.01 of this Form 8-K is incorporated by reference herein. Forms of the Common Warrant and PA Warrants have been filed as exhibits to this Form 8-K and are incorporated by reference herein.

Item 8.01 Other Events.

On March 15, 2023, the Company issued a press release announcing the Offering, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.           

On March 17, 2023, the Company issued a press release announcing the closing of the Offering, a copy of which is filed as Exhibit 99.2 to this Current Report on Form 8-K.    

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.