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): September 23, 2024

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:

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain officers.

Amendment to Quantum Leap Energy LLC 2024 Equity Incentive Plan

On September 23, 2024, the board of managers of Quantum Leap Energy LLC (“QLE”), a wholly owned subsidiary of ASP Isotopes Inc. (the “Company”), adopted an amendment to the Quantum Leap Energy LLC 2024 Equity Incentive Plan (the “QLE 2024 EIP”), which provides for the issuance of awards of QLE common equity to employees, officers, directors/managers and consultants of QLE (who may also be employees, officers, directors and consultants of the Company or a subsidiary of QLE).  The amendment to the QLE 2024 EIP reduced the maximum aggregate number of shares or units of QLE’s common equity that may be issued under the QLE Plan from thirty percent (30%), to fifteen percent (15%), of the common equity deemed outstanding as of the effective date of the amendment to the QLE Plan (treating as outstanding the Company’s membership interest and the shares or units of common equity issuable upon conversion of the series of convertible notes issued as of such effective date).

The foregoing description of the amendment to the QLE 2024 EIP does not purport to be complete and is qualified in its entirety by reference to the copy of the First Amendment to the Quantum Leap Energy LLC 2024 Equity Incentive Plan, which is incorporated herein by reference and is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

On September 26, 2024, the Company released its current investor presentation, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.  All of the information in the attached presentation is presented as of September 2024, and the Company does not assume any obligation to update such information in the future.

The information in this Item 7.01 and in the Company presentation furnished as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, and shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

The Company’s Company presentation furnished as Exhibit 99.1 to this Current Report on Form 8-K includes “safe harbor” language pursuant to the Private Securities Litigation Reform Act of 1995, as amended, indicating that certain statements contained therein are “forward-looking” rather than historical.

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.