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![ASP Isotopes Inc.
Annual Report on Form 10-K
For the Year Ended December 31, 2023
Table of Contents
PART I
Item 1.
Business
Item 1A.
Risk Factors
23
Item 1B.
Unresolved Staff Comments
50
Item 1C.
Cybersecurity
50
Ttem 2.
Properties
50
Ttem 3.
Legal Proceedings
51
Item 4.
Mine Safety Disclosures
51
PART II
Item 5.
Market for Registrant s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
52
Item 6.
[Reserved]
53
Item 7.
Management s Discussion and Analysis of Financial Condition and Results of Operations
53
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
61
Item 8.
Financial Statements and Supplementary Data
62
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
88
Item 9A.
Controls and Procedures
88
Item 9B.
Other Information
89
Ttem 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
89
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
90
Item 11.
Executive Compensation
90
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
90
Item 13.
Certain Relationships and Related Transactions and Director Independence
90
Item 14.
Principal Accounting Fees and Services
90
PART IV
Item 15.
Exhibits, Financial Statement Schedules
91
Item 16.
Form 10-K Summary
92](/aspi/aspi-shareholder-letter-20241018-page-3.png)
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ASPI Benford's Law Stock Score = 91
10/18/2024 Letter Continued (Full PDF)
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More "Biotechnology" Category Stockholder Letters•
ASPI Benford's Law Stock Score = 91ASPI Shareholder/Stockholder Letter Transcript:
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM ANNUAL REPORT 10-K PURSUANT TO SECTION 13 OR 15) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2023 OR O TRANSITION REPORT PURSUANT TO SECTION 13 OR 15) OF THE SECURITIES EXCHANGE For the transition period from Commission File Number ACT OF 1934 to 001-39069 ASP Isotopes Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 87-2618235 (L.R.S. Employer Identification No.) 1101 Pennsylvania Avenue NW, Suite 300 Washington, DC (Address of principal executive offices) 20004 (Zip code) (202) 756-2245 (Registrant s telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of exchange on which registered: Common stock, par value $0.01 per share ASPI The Nasdaq Capital Market LLC Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes 0 No No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 0 No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes NoO Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting 29 ce. 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 Non-accelerated Filer Oo Accelerated filer Smaller reporting company Emerging growth company Oo 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. O Indicate by check mark whether the registrant has filed a report on and attestation to its management s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 0 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. 0 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentivebased compensation received by any of the registrant s executive officers during the relevant recovery period pursuant to 240.10D- 1(b). O Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes 0 No The aggregate market value of the voting stock held by non-affiliates of the registrant as of April 8, 2024 was approximately $119.2 million. There were 48,923,276 shares of the registrant s common stock, $0.01 par value, outstanding as of April 8, 2024. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant s definitive proxy statement for its 2024 Annual Meeting of Stockholders (the Proxy Statement ), to be filed within 120 days of the registrant s fiscal year ended December 31, 2023, are incorporated by reference in Part IT of this Annual Report on Form 10-K. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, the Proxy Statement is not deemed to be filed as part of this Annual Report on Form 10-K. ASP Isotopes Inc. Annual Report on Form 10-K For the Year Ended December 31, 2023 Table of Contents PART I Item 1. Business Item 1A. Risk Factors 23 Item 1B. Unresolved Staff Comments 50 Item 1C. Cybersecurity 50 Ttem 2. Properties 50 Ttem 3. Legal Proceedings 51 Item 4. Mine Safety Disclosures 51 PART II Item 5. Market for Registrant s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 52 Item 6. [Reserved] 53 Item 7. Management s Discussion and Analysis of Financial Condition and Results of Operations 53 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 61 Item 8. Financial Statements and Supplementary Data 62 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 88 Item 9A. Controls and Procedures 88 Item 9B. Other Information 89 Ttem 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 89 PART III Item 10. Directors, Executive Officers and Corporate Governance 90 Item 11. Executive Compensation 90 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 90 Item 13. Certain Relationships and Related Transactions and Director Independence 90 Item 14. Principal Accounting Fees and Services 90 PART IV Item 15. Exhibits, Financial Statement Schedules 91 Item 16. Form 10-K Summary 92 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact contained in this Annual Report on Form 10-K, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. 20 ce. In some cases, you can identify forward-looking statements by terms such as may, should, would, expects, plans, 29 29 <6. 29 ce 29 ce 29 <6. 29 ee anticipates, could, intends, target, projects, contemplates, believes, estimates, predicts, potential or continue or the negative of these terms or other similar expressions. The forward-looking statements in this Annual Report on Form 10-K are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Annual Report on Form 10-K and are subject to a number of risks, uncertainties and assumptions described in the section titled Risk Factors and elsewhere in this Annual Report on Form 10-K. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include: our ability to complete the construction of, commission and successfully operate isotope enrichment plants in a cost-effective manner; our ability to meet, and to continue to meet, applicable regulatory requirements for the use of the isotopes we may produce using the ASP technology or the Quantum Enrichment process; our ability to obtain regulatory approvals for the production and distribution of isotopes; our ability to comply on an ongoing basis with the numerous regulatory requirements applicable to the ASP technology, the Quantum Enrichment process and our enrichment facilities in South Africa; e __ the introduction, market acceptance and success of Mo-100 that we may produce using ASP technology as an alternative and potentially more convenient production route for Tc-99m; e the success or profitability of our future offtake arrangements with respect to various isotopes that we may produce using ASP technology or the Quantum Enrichment process; a failure of demand for various isotopes that we may produce using ASP technology or the Quantum Enrichment process; our future capital requirements and sources and uses of cash; our ability to obtain funding for our operations and future growth; e __ the extensive costs, time and uncertainty associated with new technology development; developments and projections relating to our competitors and industry; e __ the ability to recognize the anticipated benefits of acquisitions, including our acquisition of assets of Molybdos (Pty) Limited in the business rescue auction, the assets and intellectual property we acquired from Klydon Proprietary Ltd, and our investment in PET Labs Pharmaceuticals; problems with the performance of the ASP technology or the Quantum Enrichment process in the enrichment of isotopes; our dependence on a limited number of third-party suppliers for certain components; our inability to adapt to changing technology and diagnostic landscape, such as the emergence of new diagnostic scanners or tracers; our expected dependence on a limited number of key customers for isotopes that we may produce using ASP technology or the Quantum Enrichment process; our inability to protect our intellectual property and the risk of claims that we have infringed on the intellectual property of others; our inability to compete effectively; risks associated with the current economic environment; risks associated with our international operations; we are subject to credit counterparty risks; geopolitical risk and changes in applicable laws or regulations; e our inability to adequately protect our technology infrastructure; e our inability to hire or retain skilled employees and the loss of any of our key personnel; operational risk; e costs and other risks associated with becoming a reporting company and becoming subject to the Sarbanes-Oxley Act; e our inability to implement and maintain effective internal controls; and e other factors that are described in Risk Factors, beginning on page 23. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those set forth in Part I, Item 1A - Risk Factors below and for the reasons described elsewhere in this Annual Report on Form 10-K. Any forward-looking statement in this Annual Report on Form 10-K reflects our current view with respect to future events and is subject to these and other risks, uncertainties, and assumptions relating to our operations, results of operations, industry, and future growth. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. This Annual Report on Form 10-K also contains estimates, projections, and other information concerning our industry, our business, and the potential markets for certain isotopes, including data regarding the estimated size of those markets, their projected growth rates, and the incidence of certain medical conditions. Information that is based on estimates, forecasts, projections, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained these industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by third parties, industry, medical and general publications, government data, and similar sources. In some cases, we do not expressly refer to the sources from which these data are derived. Except where the context otherwise requires, in this Annual Report on Form 10-K, we, Company refer to ASP Isotopes Inc. and, where appropriate, its consolidated subsidiaries. 29 ee. us, our, ASP Isotopes, and the Trademarks All trademarks, service marks, and trade names included in this Annual Report on Form 10-K are the property of their respective owners. Solely for convenience, the trademarks and trade names in this report may be referred to without the and symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. PART I Item 1. Business Overview We are a development stage advanced materials company dedicated to the development of technology and processes that, if successful, will allow for the enrichment of natural isotopes into higher concentration products, which could be used in several industries. Our proprietary technology, the Aerodynamic Separation Process ( ASP technology ), originally developed by Klydon Proprietary Ltd ( Klydon ), is designed to enable the production of isotopes used in several industries. Our initial focus is on the production and commercialization of enriched Carbon-14 ( C-14 ), Molybdenum-100 ( Mo-100 ) and Silicon-28 ( Si-28 ). We have commissioned an isotope enrichment plant for the enrichment of C-14 located in Pretoria, South Africa, which will be ready for production upon the final installation of essential components. We anticipate completion and commissioning of a multi-isotope enrichment plant in Pretoria, South Africa in mid-2024. In addition, we have started planning additional isotope enrichment plants. We believe the C-14 we may produce using the ASP technology could be used in the development of new pharmaceuticals and agrochemicals. We believe the Mo100 we may produce using the ASP technology could have significant potential advantages for use in the preparation of nuclear imaging agents by radiopharmacies and others in the medical industry. We believe the Si-28 we may produce using the ASP technology may be used to create advanced semiconductors and in quantum computing. In addition, we are considering the future development of the ASP technology for the separation of Zinc-68, Xenon-129/136 for potential use in the healthcare end market, Germanium 70/72/74 for possible use in the semiconductor end market, and Chlorine -37 for potential use in the nuclear energy end market. We are also developing Quantum Enrichment technology to produce enriched Ytterbium-176, Nickel-64, Lithium 6, Lithium7 and Uranium-235 ( U-235 ). Quantum enrichment is an advanced isotope enrichment technique that is currently in development that uses lasers. We believe that the U-235 we may produce using quantum enrichment technology may be commercialized as a nuclear fuel component for use in the new generation of high-assay low-enriched urantum (HALEU)-fueled small modular reactors that are now under development for commercial and government uses.