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Form 8-K current report - entry into a material definitive agreement
ASP ISOTOPES INC.
(Incorporated in the State of Delaware,
United States of America)
(Delaware file number 6228898)
Ticker Symbol: NASDAQ: ASPI
ISIN: US00218A1051
LEI: 6488WHV94BZ496OZ3219
JSE Share Code: ISO
("ASPI" or "the Company")
FORM 8-K CURRENT REPORT - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, ASPI stockholders are advised
that a Form 8-K has been filed with the U.S. Securities and Exchange Commission.
Entry into a Material Definitive Agreement
On October 15, 2025, the Company entered into an underwriting agreement (the "Underwriting Agreement")
with Cantor Fitzgerald & Co. and Lucid Capital Markets, LLC (the "Underwriters"), relating to the issuance
and sale (the "Offering") of 17,167,380 shares (the "Shares") of the Company's common stock, par value
$0.01 per share ("Common Stock"), at a price per share of $11.65 to be paid by the Underwriters. Under
the terms of the Underwriting Agreement, the Company granted the Underwriters an option to purchase up
to an additional 2,575,106 shares of Common Stock (the "Additional Shares") from the Company at the
same price per share as the Shares.
The gross proceeds from the Offering are expected to be approximately $210.3 million before deducting
underwriting discounts and commissions and estimated offering expenses payable by the Company and
assuming no exercise of the Underwriters' option to purchase Additional Shares. The Offering is expected
to close on October 16, 2025, subject to the satisfaction of customary closing conditions.
The Offering is being made pursuant to the Company's effective registration statement on Form S-3 (File
No. 333-290864) (the "Registration Statement"), which became automatically effective upon filing with the
Securities and Exchange Commission (the "Commission") on October 14, 2025, and a related prospectus
and prospectus supplement, each as filed with the Commission.
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 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 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.
Other Events
On October 14, 2025, the Company issued a press release announcing the proposed Offering and on
October 15, 2025, the Company issued a press release announcing the pricing of the Offering. Copies of
the press releases are attached as Exhibit 99.1 and Exhibit 99.2 hereto and are incorporated herein by
reference.
A copy of the Form 8-K can also be found at: 8-K - 10/16/2025 - ASP Isotopes Inc.
16 October 2025
Sponsor
Valeo Capital Proprietary Limited
Date: 16-10-2025 01:07:00
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