As filed with the Securities and Exchange Commission on October 31, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
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 |
| (I.R.S. Employer |
| incorporation or organization) |
| Identification Number) |
601 Pennsylvania Avenue NW
South Building, Suite 900
Washington, D.C. 20004
(202) 756-2245
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Paul E. Mann
Executive Chairman and Chief Executive Officer
ASP Isotopes Inc.
601 Pennsylvania Avenue NW
South Building, Suite 900
Washington, D.C. 20004
(202) 756-2245
(Name, address, including zip code, and 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
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☒ 333-279857
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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 | ☒ |
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| 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. ☐
This registration statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
| EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, ASP Isotopes Inc. (the “Registrant”) is filing this Registration Statement on Form S-3 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-3 (File No. 333-279857) (the “Prior Registration Statement”), which the Registrant originally filed with the Commission on May 31, 2024, and which the Commission declared effective on June 12, 2024.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of securities offered by the Registrant by a proposed aggregate offering price of $3,100,000, which includes shares that may be sold by the Registrant in the event the underwriters exercise their option to purchase additional shares of the Registrant’s common stock. The additional securities that are being registered for issuance and sale represent no more than 20% of the maximum aggregate offering price of unsold securities under the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are hereby incorporated by reference into this Registration Statement. The required opinion and consents are listed on the Exhibit Index below and filed herewith.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
(a) Exhibit Index
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| All exhibits filed with or incorporated by reference in the Prior Registration Statement are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed or incorporated by reference herewith, as part of this Registration Statement: |
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| Power of Attorney (incorporated by reference to Exhibit 24.1 to the Prior Registration Statement). | |
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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-3 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 October 31, 2024.
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| ASP ISOTOPES INC. |
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| By | /s/ Paul E. Mann |
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| Paul E. Mann Executive Chairman and Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
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| Date |
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| /s/ Paul E. Mann |
| Executive Chairman, Chief Executive Officer and Director (Principal Executive Officer) |
| October 31, 2024 |
| Paul E. Mann |
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| /s/ Heather Kiessling |
| Chief Financial Officer (Principal Financial and Accounting Officer) |
| October 31, 2024 |
| Heather Kiessling |
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| * |
| Director |
| October 31, 2024 |
| Michael Gorley, Ph.D. |
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| * |
| Director |
| October 31, 2024 |
| Duncan Moore, Ph.D. |
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| * |
| Director |
| October 31, 2024 |
| Robert Ryan |
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| * |
| Director |
| October 31, 2024 |
| Hendrik Strydom, Ph.D. |
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| * |
| Director |
| October 31, 2024 |
| Todd Wider, M.D. |
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| * By: | /s/ Paul E. Mann | |
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| Paul E. Mann | |
| Attorney-in-Fact |
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