ASP Isotopes Inc. 10-K

Item 8. Financial Statements and Supplementary Data ASP Isotopes Inc. Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID 274 ) F-1 Consolidated Balance Sheets F-2 Consolidated Statements of Operations and Comprehensive Loss F-3 Consolidated Statements of Changes in Stockholders’ Equity F-4 Consolidated Statements of Cash Flows F-5 Notes to Consolidated Financial Statements F-6 70 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of ASP Isotopes Inc. and Subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of ASP Isotopes Inc. and Subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the year ended December 31, 2022 and the period from September 13, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of their operations and their cash flows for the year ended December 31, 2022 and the period from September 13, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred recurring operating losses and negative cash flows from operating activities, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ EisnerAmper LLP We have served as the Company’s auditor since 2022. EISNERAMPER LLP Iselin, New Jersey March 31, 2023 F-1 ASP Isotopes Inc. Consolidated Balance Sheets December 31, 2022 2021 Assets Current assets: Cash $ 2,389,140 $ 2,953,721 Prepaid expenses and other current assets 913,005 267,562 Total current assets 3,302,145 3,221,283 Property and equipment, net 8,200,595 2,988,210 Operating lease right-of-use asset 853,889 933,145 Other noncurrent assets 139,636 — Total assets $ 12,496,265 $ 7,142,638 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 1,354,903 $ 59,679 Accrued expenses 361,246 42,500 Notes payable 33,854 46,900 Operating lease liability – current 45,903 38,072 Share liability 140,455 116,200 Total current liabilities 1,936,361 303,351 Operating lease liability – noncurrent 742,443 841,623 Total liabilities 2,678,804 1,144,974 Commitments and contingencies (Note 6) Stockholders’ equity Preferred stock, $ 0.01 par value; 10,000,000 shares authorized, no shares issued and outstanding at December 31, 2022 and 2021 — — Common stock, $ 0.01 par value; 500,000,000 shares authorized, 35,907,127 and 20,652,500 shares issued and outstanding at December 31, 2022 and 2021, respectively 359,071 206,525 Additional paid-in capital 16,756,426 8,380,343 Accumulated deficit ( 7,553,066 ) ( 2,607,927 ) Accumulated other comprehensive income 255,030 18,723 Total stockholders’ equity 9,817,461 5,997,664 Total liabilities and stockholders’ equity $ 12,496,265 $ 7,142,638 The accompanying notes are an integral part of these consolidated financial statements. F-2 ASP Isotopes Inc. Consolidated Statements of Operations and Comprehensive Loss Year Ended December 31, 2022 For The Period From September 13, 2021 (Inception) Through December 31, 2021 Operating expenses: Research and development $ 1,273,536 $ 41,610 General and administrative 3,825,512 2,566,432 Total operating expenses 5,099,048 2,608,042 Loss from operations ( 5,099,048 ) ( 2,608,042 ) Other income: Change in fair value of share liability 150,527 — Interest income 3,382 115 Total other income 153,909 115 Net loss $ ( 4,945,139 ) $ ( 2,607,927 ) Net loss per share, basic and diluted $ ( 0.18 ) $ ( 0.16 ) Weighted average shares of common stock outstanding, basic and diluted 26,793,748 16,246,432 Other comprehensive loss: Net loss ( 4,945,139 ) ( 2,607,927 ) Foreign currency translation 236,307 18,723 Total comprehensive loss $ ( 4,708,832 ) $ ( 2,589,204 ) The accompanying notes are an integral part of these consolidated financial statements. F-3 ASP Isotopes Inc. Consolidated Statements of Changes in Stockholders’ Equity Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Total Stockholders’ Shares Amount Capital Income Deficit Equity Balance at September 13, 2021 (Inception) — $ — $ — $ — $ — $ — Issuance of common stock to founders 2,000,000 20,000 480,000 — — 500,000 Issuance of restricted common stock 2,100,000 21,000 ( 21,000 ) — — — Issuance of common stock, net of issuance costs totaling $342,200 16,552,500 165,525 6,172,275 — — 6,337,800 Issuance of warrants to purchase common stock — — 1,735,841 — — 1,735,841 Stock-based compensation — — 13,227 — — 13,227 Foreign currency translation — — — 18,723 — 18,723 Net loss — — — — ( 2,607,927 ) ( 2,607,927 ) Balance at December 31, 2021 20,652,500 $ 206,525 $ 8,380,343 $ 18,723 $ ( 2,607,927 ) $ 5,997,664 Issuance of common stock, net of issuance costs of $380,747 1,559,780 15,598 2,723,214 — — 2,738,812 Issuance of common stock in connection with initial public offering, net of issuance costs of $ 1,209,496 1,250,000 12,500 3,778,004 — — 3,790,504 Issuance of common stock upon exercise of warrants 7,194,847 71,948 ( 71,948 ) — — — Issuance of restricted shares 5,250,000 52,500 ( 52,500 ) — — — Stock-based compensation — — 1,999,313 — — 1,999,313 Foreign currency translation — — — 236,307 — 236,307 Net loss — — — — ( 4,945,139 ) ( 4,945,139 ) Balance at December 31, 2022 35,907,127 $ 359,071 $ 16,756,426 $ 255,030 $ ( 7,553,066 ) $ 9,817,461 The accompanying notes are an integral part of these consolidated financial statements. F-4 ASP Isotopes Inc. Consolidated Statements of Cash Flows Year Ended December 31, 2022 For The Period From September 13, 2021 (Inception) Through December 31, 2021 Cash flows from Operating activities Net loss $ ( 4,945,139 ) $ ( 2,607,927 ) Adjustments to reconcile net loss to cash used in operating activities: Stock-based compensation 1,999,313 13,227 Issuance of common stock to founders — 500,000 Issuance of warrant to purchase common stock — 1,735,841 Issuance of common stock to consultant 50,000 — Change in fair value of share liability ( 150,527 ) — Change in right-of-use lease asset 72,570 19,376 Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 671,924 ) ( 267,562 ) Other noncurrent assets ( 146,435 ) — Accounts payable 570,600 59,679 Accrued expenses 319,048 42,500 Lease liability ( 37,399 ) ( 72,826 ) Net cash used in operating activities ( 2,939,893 ) ( 577,692 ) Cash flows from investing activities Purchases of property and equipment ( 4,473,164 ) ( 2,988,210 ) Net cash used in investing activities ( 4,473,164 ) ( 2,988,210 ) Cash flows from financing Activities Proceeds from issuance of common stock 8,119,959 6,680,000 Common stock issuance costs ( 1,465,461 ) ( 226,000 ) Proceeds from issuance of notes payable — 46,900 Repayment of notes payable ( 13,046 ) — Net cash provided by financing activities 6,641,052 6,500,900 Net change in cash ( 772,005 ) 2,934,998 Effect of exchange rate changes on cash 207,424 18,723 Cash – beginning of period 2,953,721 — Cash – end of period $ 2,389,140 $ 2,953,721 Supplemental disclosures of non-cash investing and financing activities: Share liability for non-cash issuance costs $ 124,782 $ 116,200 Purchase of property and equipment included in accounts payable $ 745,628 $ — Right-of-use assets obtained in exchange for lease liability $ — $ 952,521 The accompanying notes are an integral part of these consolidated financial statements. F-5 ASP Isotopes Inc. Notes to Consolidated Financial Statements 1. Organization Description of Business ASP Isotopes Inc. was incorporated in the state of Delaware on September 13, 2021 and has its principal operations in Boca Raton, Florida. ASP Isotopes Inc.’s subsidiary, ASP Isotopes Holdings Limited (“ASP Guernsey”), has its principal operations in Guernsey. ASP Guernsey’s subsidiary, ASP Isotopes Holdings South Africa Proprietary Limited (“ASP South Africa”), has its principal operations in South Africa. ASP Isotopes UK Ltd, a wholly-owned subsidiary of the Company, was incorporated in July 2022. Enriched Energy, LLC, a wholly-owned subsidiary of the Company, was incorporated in January 2022. ASP Isotopes Inc. and its subsidiaries are collectively referred to as “the Company” throughout these consolidated statements. The Company is a pre-commercial 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. The Company has an exclusive license to use proprietary technology, the Aerodynamic Separation Process (“ASP technology”), originally developed and licensed to the Company by Klydon Proprietary Ltd (“Klydon”), for the production, distribution, marketing and sale of all isotopes. The Company’s initial focus is on the production and commercialization of enriched Carbon-14 (“C-14”), Molybdenum-100 (“Mo-100”) and Silicon-28 (“Si-28”). Klydon has agreed to provide the Company a first commercial-scale isotope enrichment plant located in South Africa. The Company believes the C-14 it may develop using the ASP technology may be used in the development of new pharmaceuticals and agrochemicals. The Company believes that the Mo-100 it may develop using the ASP technology has significant potential advantages for use in the preparation of nuclear imaging agents by radiopharmacies and others in the medical industry. The Company believes the Si-28 it may develop using the ASP technology may be used to develop advanced semiconductors and in quantum computing. The Company also intends to use the ASP technology to produce enriched Uranium-235 (“U-235”). The Company believes that the U-235 it may develop using the ASP technology may be commercialized as a nuclear fuel component for use in the new generation of HALEU-fueled small modular reactors that are now under development for commercial and government uses. In addition, the Company is considering future development of the ASP technology for the separation of Zinc-68, Ytterbium-176, Zinc-67, Nickel-64 and Xenon-136 for potential use in the healthcare target end market, and Chlorine -37 and Lithium-6 for potential use in the nuclear energy target end market. In November 2022, the Company completed its IPO, selling an aggregate of 1,250,000 shares of common stock at a price to the public of $ 4.00 per share. The Company received net proceeds from the IPO, after deducting underwriting discounts and commissions but before deducting offering costs, of approximately $ 3.8 million. Liquidity and Going Concern Uncertainty The accompanying consolidated financial statements have been prepared on a basis which assumes the Company is a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from any uncertainty related to the Company’s ability to continue as a going concern. Such adjustments could be material. The Company has experienced net losses and negative cash flows from operating activities since its inception. The Company incurred net losses of $ 4,945,139 for the year ended December 31, 2022 and $ 2,607,927 for the period from September 13, 2021 (inception) through December 31, 2021. The Company anticipates it will need to continue to raise capital through additional equity and/or debt financings and/or collaborative development agreements to fund its operations. The Company currently expects that its cash of $ 2,389,140 as of December 31, 2022, along with gross proceeds of $5.0 million received in March 2023 through the issuance of 3,164,557 shares of the Company's common stock at a purchase price of $ 1.58 per share and warrants to purchase up to an aggregate of 3,164,557 shares of its common stock with an exercise price of $ 1.75 per share, will not be sufficient to fund its operating expenses and capital requirements for more than 12 months from the date the financial statements are issued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Additional funding will be necessary to complete construction of the first enrichment facility and begin operations, and although the Company has plans to seek additional funding, these plans are not currently probable. F-6 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) There can be no assurance that the Company will achieve or sustain positive cash flows from operations or profitability. The Company is in the process of seeking additional debt and equity financing. However, such funding may not be available on a timely basis on terms acceptable to the Company, or at all. If the Company is unable to raise additional capital when required or on acceptable terms, the Company may be required to further scale back or discontinue the advancement of product candidates, further reduce headcount, reorganize, merge with another entity, or cease operations. Coronavirus Pandemic In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. In order to mitigate the spread of COVID-19, governments have imposed unprecedented restrictions on business operations, travel and gatherings, resulting in a global economic downturn and other adverse economic and societal impacts. The COVID-19 pandemic and its impacts continue to evolve. We cannot predict the scope and severity of disruptions as a result of COVID-19 or their impacts on us, but business disruptions for us or any of the third parties with whom we engage, including the collaborators, contract organizations, third-party manufacturers, suppliers, regulators and other third parties with whom we conduct business could materially and negatively impact our ability to conduct our business in the manner and on the timelines presently planned. The extent to which the COVID-19 pandemic may impact our business and financial performance will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope and duration of the pandemic, the extent and effectiveness of government restrictions and other actions, including relief measures, implemented to address the impact of the pandemic, and resulting economic impacts. The actual and perceived impact of the COVID-19 pandemic is changing daily, and its ultimate effect on our business cannot be predicted. As a result, there can be no assurance that we will not experience negative impacts associated with COVID-19, which could be significant. The COVID-19 pandemic may negatively impact our business, financial condition and results of operations, causing interruptions or delays in the Company’s programs and services. 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Use of Estimates The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and disclosure in the Company’s consolidated financial statements and accompanying notes. The most significant estimates in the Company’s consolidated financial statements relate to the valuation of equity instruments and estimating our accrued research and development expenses. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may materially differ from these estimates and assumptions. Principles of consolidation The Company’s consolidated financial statements include the accounts of ASP Isotopes Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Currency and currency translation The consolidated financial statements are presented in U.S. dollars, the Company’s reporting currency. The functional currency of ASP Isotopes Inc. and ASP Guernsey is the U.S. dollar. The functional currency of the Company’s subsidiary ASP South Africa is the South African Rand. Adjustments that arise from exchange rate changes on transactions of each group entity denominated in a currency other than the functional currency are included in other income and expense in the consolidated statements of operations. Assets and liabilities of ASP South Africa are recorded in their South African Rand functional currency and translated into the U.S. dollar reporting currency of the Company at the exchange rate on the balance sheet date. Revenue, when recorded, and expenses of ASP South Africa are recorded in their South African Rand functional currency and translated into the U.S. dollar reporting currency of the Company at the average exchange rate prevailing during the reporting period. Resulting translation adjustments are recorded to other comprehensive income (loss). F-7 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) Concentration of Credit Risk and other Risks Cash balances are maintained at U.S. financial institutions and may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $ 250,000 per depositor, per insured bank for each account ownership category. Although the Company currently believes that the financial institutions with whom it does business, will be able to fulfill their commitments to the Company, there is no assurance that those institutions will be able to continue to do so. The Company has not experienced any credit losses associated with its balances in such accounts for the years ended December 31, 2022 and 2021. Our foreign subsidiaries held cash of approximately $ 38,000 and $ 20,000 as of December 31, 2022 and 2021, respectively, which is included in cash on the consolidated balance sheets. Our strategic plan does not require the repatriation of foreign cash in order to fund our operations in the U.S., and it is our current intention to indefinitely reinvest our foreign cash outside of the U.S. If we were to repatriate foreign cash to the U.S., we would be required to accrue and pay U.S. taxes in accordance with applicable U.S. tax rules and regulations as a result of the repatriation. Cash The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents are stated at fair value and may include money market funds, U.S. Treasury and U.S. government-sponsored agency securities, corporate debt, commercial paper and certificates of deposit. The Company had no cash equivalents as of December 31, 2022 and 2021. Segment Information The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The financial information is regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources. The Company’s CODM is its chief executive officer. Fair Value of Financial Instruments Accounting guidance defines fair value, establishes a consistent framework for measuring fair value, and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company’s share liability (Note 9) measured at Level 3 fair value on a recurring basis was $ 140,455 as of December 31, 2022. There was a transfer of the share liability from Level 3 to Level 1 as a result of our IPO in the year ended December 31, 2022. The following table provides a reconciliation of the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 1): Share Liability Balance, September 13, 2021 $ — Addition on issuance of common stock 116,200 Balance, December 31, 2021 116,200 Addition on issuance of common stock 174,782 Fair value adjustment ( 150,527 ) Balance, December 31, 2022 $ 140,455 F-8 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) The carrying amounts of accounts payable, accrued expenses and notes payable are considered to be representative of their respective fair values because of the short-term nature of those instruments. Property and Equipment Property and equipment include costs of assets constructed, purchased or leased under a finance lease, related delivery and installation costs and interest incurred on significant capital projects during their construction periods. Expenditures for renewals and betterments also are capitalized, but expenditures for normal repairs and maintenance are expensed as incurred. Costs associated with yearly planned major maintenance are generally deferred and amortized over 12 months or until the same major maintenance activities must be repeated, whichever is shorter. The cost and accumulated depreciation applicable to assets retired or sold are removed from the respective accounts, and gains or losses thereon are included in the statement of operations. We assign the useful lives of our property and equipment based upon our internal engineering estimates, which are reviewed periodically. The estimated useful lives of our property and equipment range from 3 to 5 years, or the shorter of the useful life or remaining life of the lease for leasehold improvements. Depreciation is recorded using the straight-line method. Construction in progress (Note 3) is carried at cost and consists of specifically identifiable direct and indirect development and construction costs. While under construction, costs of the property are included in construction in progress until the property is placed in service, at which time costs are transferred to the appropriate property and equipment account, including, but not limited to, leasehold improvements or other such accounts. Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016 02, “Leases” (“ASC 842”), which establishes a right-of-use model (“ROU”) that requires a lessee to recognize an ROU asset and corresponding lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement as well as the reduction of the right-of-use asset. The new standard provides a number of optional practical expedients in transition. The Company has elected to apply (i) the practical expedient, which allows us to not separate lease and non-lease components, for new leases and (ii) the short-term lease exemption for all leases with an original term of less than 12 months, for purposes of applying the recognition and measurements requirements in the new standard. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on specific facts and circumstances, the existence of an identified asset(s), if any, and the Company’s control over the use of the identified asset(s), if applicable. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of future lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company will utilize the incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment, and considering the region in which the ROU asset and liabilities are located. The Company has elected to combine lease and non-lease components as a single component. Operating leases are recognized on the balance sheet as ROU lease assets, lease liabilities current and lease liabilities non-current. Fixed rents are included in the calculation of the lease balances, while variable costs paid for certain operating and pass-through costs are excluded. Lease expense is recognized over the expected term on a straight-line basis. F-9 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) Impairment of Long-lived Assets Long-lived assets consist primarily of property and equipment. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset is not recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value would be assessed using a discounted cash flows or other appropriate measures of fair value. The Company did not recognize any impairment losses for the year ended December 31, 2022 and the period from September 13, 2021 (inception) through December 31, 2021. Research and Development Costs Research and development costs consist primarily of fees paid to consultants, license fees and facilities costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. All research and development costs are expensed as incurred. General and Administrative Costs General and administrative expenses consist primarily of salaries and related benefits, including stock-based compensation, related to our executive, finance, business development, legal, human resources and support functions. Other general and administrative expenses include professional fees for auditing, tax, consulting and patent-related services, rent and utilities and insurance. Stock-based Compensation Stock-based compensation expense represents the cost of the grant date fair value of employee stock awards recognized over the requisite service period of the awards (usually the vesting period) on a straight-line basis. The Company estimates the fair value of each stock-based award on the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model incorporates various assumptions, such as the value of the underlying common stock, the risk-free interest rate, expected volatility, expected dividend yield, and expected life of the options. Forfeitures are recognized as a reduction of stock-based compensation expense as they occur. The Company also awards restricted stock to employees and directors. Restricted stock is generally subject to forfeiture if employment terminates prior to the completion of the vesting restrictions. The Company expenses the cost of the restricted stock, which is determined to be the fair market value of the shares of common stock underlying the restricted stock at the date of grant, ratably over the period during which the vesting restrictions lapse. Equity-based compensation expense is classified in the statement of operations in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified. Prior to the Company’s IPO, there was no public market of the Company’s common stock. The fair value of the shares of common stock underlying the Company’s share-based awards was estimated on each grant date by the Company’s board of directors based on then current facts and circumstances. To determine the fair value of the Company’s common stock underlying option grants, the board of directors considered, among other things, input from management and recent third-party financings consummated by the Company. In connection with the preparation of the financial statements for the year ended December 31, 2022 and the period from September 13, 2021 (inception) through December 31, 2021, the Company performed a retrospective review of the fair value of its common stock related to the current events available. F-10 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) Income Taxes Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has generated net losses since inception and accordingly has not recorded a provision for income taxes. The Company follows the provisions of ASC 740-10, Uncertainty in Income Taxes, or ASC 740-10. The Company has not recognized a liability for any uncertain tax positions. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit since the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits and penalties in income tax expense. The Company has identified the United States, Florida, South Africa and Guernsey as its major tax jurisdictions. Refer to Note 12 for further details. Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. The Company’s comprehensive loss is comprised of net loss and the effect of currency translation adjustments. Recently Issued Accounting Pronouncements The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any recently issued pronouncements to have a material impact on its results of operations or financial position. 3. Property and Equipment Property and equipment consist of construction in progress totaling $ 8,200,595 and $ 2,988,210 at December 31, 2022 and December 31, 2021, respectively. The Company is currently building out the plant and office space in South Africa. All costs incurred are considered construction in progress because the work is not complete as of December 31, 2022 and 2021. There was no depreciation expense for the year ended December 31, 2022 and the period from September 13, 2021 (inception) through December 31, 2021. 4. Accrued Expenses Accrued expenses consisted primarily of accrued professional fees and employee compensation costs at December 31, 2022. Accrued expenses consisted of accrued employee compensation costs at December 31, 2021. 5. Notes Payable During 2021, the Company executed promissory notes payable with two individuals with an aggregate principal balance of approximately $ 46,900 ( 35,000 GBP). The notes were due after a period of two months, followed by mutually agreed upon monthly extensions, and do not bear interest. Subsequent to the issuance of the notes payable, one of the individuals became an officer of the Company. F-11 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) In March 2022, one of the promissory notes totaling $ 13,046 ( 10,000 GBP) was repaid in full. As of December 31, 2022, the total promissory notes payable balance was $ 33,854 and have been automatically extended on a monthly basis. As of December 31, 2021, the total promissory notes payable balance was $ 46,900 . 6. Commitments and Contingencies Klydon Proprietary Limited In November 2021, the Company entered into an agreement with Klydon Proprietary Limited (“Klydon”) to design and build a plant to enrich Molybdenum in South Africa. The initial phase of the project includes the building of a plant that can support the production of at least 5kgs of Mo-100, and is expected to be completed in the second half of 2023. The contracted cost for this phase is $ 6,800,000 . The second phase of the project includes the production to be increased to 20kgs of Mo-100 with an additional cost of $ 6,000,000 . The Company can modify the contract scope and overall costs and the contract can be cancelled by either party. As of December 31, 2022 and 2021, approximately $ 7,233,000 and $ 1,800,000 , respectively, has been paid under this contract and recorded as construction in progress within property and equipment. Klydon performed a portion of the services required under the Turnkey Contract; however, services were incomplete and many of the services were not completed within the time frame required. As a result, Klydon and ASP South Africa entered into an Acknowledgement of Debt Agreement dated November 30, 2022, whereby Klydon (i) agreed to pledge its assets (the “Pledged Assets”) to ASP South Africa to secure its performance of the Turnkey Contract by December 31, 2022, and (ii) acknowledged that ASP South Africa would suffer damages in the amount of $ 6,050,000 (“Damage Amount”) should it fail to perform. Under the Acknowledgement of Debt Agreement, the Pledged Assets would serve as collateral for Klydon’s obligation to pay the Damage Amount should Klydon fail to perform. In connection therewith, also on November 30, 2022, ASP South Africa and Klydon entered into a Deed of Security Agreement whereby, if Klydon failed to complete its obligations under the Turnkey Contract by December 31, 2022, all of Klydon’s rights of any nature to and interests of any nature in the Pledged Assets would be transferred to ASP South Africa. Klydon failed to complete its obligations under the Turnkey Contract by December 31, 2022, and the Company plans to perfect its interests in the assets as soon as practicable. The Company does not believe that the amounts owed by Klydon are realizable, nor does the Company know the timing of any recovery payments. Therefore, a loss recovery receivable was not recorded at December 31, 2022. Two individuals who are officers and board members of Klydon received warrants to purchase common stock of the Company. See Notes 8 and 9. Contingencies From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues liabilities for such matters when future expenditures are probable and such expenditures can be reasonably estimated. On October 25, 2022, the Company received a letter from a law firm acting on behalf of Norsk medisinsk syklotronsenter AS (“NMS”), asserting, among other things, that the grant of a license to the ASP technology to the Company by Klydon violates a pre-existing exclusive sub-license to the ASP technology granted to Radfarma. The asserted claims, arbitration and/or litigation could include claims against the Company, the Company’s licensor (Klydon), or Klydon’s present or former sub-licensors alleging infringement of intellectual property rights with respect to the ASP technology on which our company relies. The Company believe these claims have no merit. 7. Lease The Company accounts for leases in accordance with ASC 842 (Note 2). The Company is party to one operating lease in Pretoria, South Africa for office and laboratory space. The lease commenced in October 2021 with the initial term set to expire in December 2030. The Company has applied the guidance in ASC 842 and has determined that it should be classified as an operating lease. The Company’s incremental borrowing rate is approximately 7.5 % based on the remaining lease term of the applicable lease. Consequently, a ROU lease asset of approximately $ 952,521 with a corresponding lease liability of approximately $ 952,521 based on the present value of the minimum rental payments of such lease was recorded at the inception of the lease. In the consolidated balance sheet at December 31, 2022, the Company has a ROU asset balance of $ 853,889 and a current and non-current lease liability of $ 45,903 and $ 742,443 , respectively, relating to the ROU lease asset. The balance of both the ROU lease asset and the lease liabilities primarily consists of future payments under the Company’s lease in South Africa. F-12 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) Quantitative information regarding the Company’s lease is as follows: Year Ended December 31, 2022 For the period from September 13, 2021 (inception) through December 31, 2021 Lease Cost Operating lease cost $ 125,667 $ 19,376 Other Information Operating cash flows paid for amounts included in the measurement of lease liabilities $ 93,211 $ 26,582 Operating lease liabilities arising from obtaining right-of-use assets $ — $ 952,521 Remaining lease term (years) 8 .00 9 .00 Discount rate 7.5 % 7.5 % Future lease payments under noncancelable leases are as follows at December 31, 2022: Operating Leases Future Lease Payments 2023 $ 103,543 2024 111,308 2025 119,656 2026 128,631 2027 138,278 Thereafter 480,229 Total lease payments $ 1,081,645 Less: imputed interest ( 293,299 ) Total lease liabilities $ 788,346 Less current portion ( 45,903 ) Lease liability – noncurrent $ 742,443 F-13 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) 8. License Agreements In September 2021, the Company licensed certain intellectual property from Klydon for the development, production distribution, marketing and sale of Mo-100. The license term is 999 years, unless terminated earlier by either party under certain provisions. Any development efforts improving the intellectual property performed by either Klydon or the Company will be the property of Klydon. There are no upfront, milestone payments, nor royalties on product sales over the term of the license. Two individuals who are officers and board members of Klydon received warrants to purchase common stock of the Company. See Note 9. In January 2022, the Company licensed certain intellectual property from Klydon for the development, production distribution, marketing and sale of uranium isotope U-235 (“U-235”). The license term is 999 years, unless terminated earlier by either party under certain provisions. Any development efforts improving the intellectual property performed by either Klydon or the Company will be the property of Klydon. The Company paid an upfront fee of $ 100,000 , which was expensed to research and development expense. The Company is required to pay a nominal royalty per Kg of product sold plus 10 % royalties on product net profits over the term of the contract. One of the officers, who is also a board member of Klydon, became a board member and consultant of ASP Isotopes Inc. and an employee of ASP Guernsey in January 2022. In July 2022, ASP Isotopes UK Ltd (a subsidiary of the Company) entered into a license agreement with Klydon, as licensor, pursuant to which ASP Isotopes UK Ltd acquired from Klydon an exclusive license to use, develop, modify, improve, subcontract and sublicense certain intellectual property rights relating to the ASP technology for the production, distribution, marketing and sale of all isotopes produced using the ASP technology (the “Klydon license agreement”). The Klydon license agreement superseded and replaced the Mo-100 license and U-235 license described in Note 8 above. The Klydon license agreement is royalty-free, has a term of 999 years and is worldwide for the development of the ASP technology and the distribution, marketing and sale of isotopes. Future production of isotopes is limited to member countries of the Nuclear Suppliers Group. In connection with the Klydon license agreement the Company agreed to make an upfront payment of $ 100,000 (to be included within the payments we make under the Turnkey Contract) and deferred payments of $ 300,000 over 24 months, which was expensed to research and development expense. Klydon has the right to terminate the exclusivity of the Klydon license agreement in the event that the licensee ceases to carry on activities related to isotope enrichment for a period longer than 24 consecutive months. The $400,000 due to Klydon is in accounts payable as of December 31, 2022. In July 2022, ASP South Africa acquired assets comprising a dormant Silicon-28 aerodynamic separation processing plant from Klydon for ZAR 6,000,000 (which at the then current exchange rate was approximately $ 354,000 ), which was recorded to property and equipment, will be payable to Klydon on the later of 180 days of the acquisition and the date on which the assets generate any revenues of any nature. 9. Stockholders’ Equity Preferred stock The Company has 10,000,000 shares of preferred stock authorized, of which no shares were issued and outstanding at December 31, 2022 and December 31, 2021. Common stock The Company has 500,000,000 shares of common stock authorized, of which 35,907,127 shares were issued and outstanding at December 31, 2022. Common stockholders are entitled to one vote for each share of outstanding common stock held at all meetings of stockholders and written actions in lieu of meetings. Common stockholders are entitled to receive dividends for each share of outstanding common stock, if and when declared by the Board. No dividends have been declared or paid by the Company through December 31, 2022. From September 2021 through early November 2021, the Company issued 15,100,000 shares of common stock at $0.25 per share. F-14 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) From November 2021 through December 2021, the Company issued 1,452,500 shares of common stock at $2.00 per share. The Company incurred $ 226,000 in cash issuance costs and is required to issue 58,100 shares of common stock to the placement agent with an initial fair value of $ 116,200 , which is recorded as a share liability on the balance sheet. During 2022, prior to the IPO, the Company issued 1,559,780 shares of common stock at $ 2 .00 per share for gross proceeds of $ 3,119,559 . The Company incurred $ 255,965 in cash issuance costs and is required to issue 62,391 shares of common stock to the placement agent with an initial fair value of $ 124,782 , which is recorded as a share liability on the consolidated balance sheet. In October 2022, the Company amended its agreement with the placement agent for the shares issued from November 2021 through April 2022. The shares of common stock issuable to the placement agent was reduced from 120,491 shares to 57,250 shares. The fair value of the 57,250 shares issuable to the placement agent as of December 31, 2022 was $ 90,455 , resulting in a change in fair value of share liability of $ 150,527 for the year ended December 31, 2022. In March 2023, the Company settled this share liability by issuing 57,250 shares of common stock. In November 2022, the Company was required to issue shares of common stock with a fair value totaling $50,000 to a consultant. As of December 31, 2022, these shares had yet to be issued. In November 2022, the Company completed its IPO, selling an aggregate of 1,250,000 shares of common stock at a price to the public of $ 4 .00 per share. The Company received net proceeds from the IPO, after deducting underwriting discounts and commissions but before deducting offering costs, of approximately $ 3.8 million. Founder Stock In September 2021, the Company awarded 2,000,000 shares of common stock to its founders for no cash consideration. The Company determined that the fair value of these shares was $ 0.25 per share and recorded stock compensation expense of $ 500,000 in 2021. Common Stock Warrants In September 2021, the Company issued warrants to purchase 7,230,822 shares of common stock at an exercise price of $ 0.01 per share for no cash consideration to two parties for their field of knowledge related to the technical operations of the Company. These warrants were to expire in September 2023. The Company determined that the fair value of common stock was $ 0.25 per share. The fair value of these warrants was determined to be $ 1,735,841 and was recorded as general and administrative expense. The fair values of the warrants were estimated based on the Black-Scholes model, using the following assumptions: Expected volatility 76.5 % Weighted-average risk-free rate 0.21 % Expected term in years 2.00 Expected dividend yield 0 % In January 2022, warrants to purchase 7,230,822 shares of common stock were net share settled into 7,194,847 shares of common stock per the terms of the underlying warrant agreements. No warrants were exercised in 2021. 10. Stock Compensation Plan Equity Incentive Plan In October 2021, the Company adopted the 2021 Stock Incentive Plan (“2021 Plan”) that provided for the issuance of common stock to employees, nonemployee directors, and consultants. Recipients of incentive stock options are eligible to purchase shares of common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The 2021 Plan provided for the grant of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock awards and stock appreciation rights. The maximum contractual term of options granted under the 2021 Plan is ten years. The maximum number of shares initially available for issuance under the 2021 Plan was 6,000,000 . No further options were available to be issued under the 2021 Plan. F-15 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) In November 2022, the Company adopted the 2022 Equity Incentive Plan (“2022 Plan”) that provides for the issuance of common stock to employees, nonemployee directors, and consultants. Recipients of incentive stock options are eligible to purchase shares of common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The 2022 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock awards and stock appreciation rights. The maximum contractual term of options granted under the 2022 Plan is ten years. The number of shares of the Company’s common stock reserved for issuance under the 2022 Plan is equal to 5,000,000 , subject to an annual increase, to be added on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2023 and continuing until, and including, the fiscal year ending December 31, 2033, equal to the lesser of 5% of the number of shares of the Company’s common stock outstanding on such date or an amount determined by the Company’s board of directors. As of December 31, 2022, 2,000,000 shares remain available for future grant under the Plan. Stock Options The following table sets forth the activity for the Company’s stock options during the periods presented: Number of Options Weighted- Average Exercise Price per Share Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Outstanding at September 13, 2021 (inception) — $ — — $ — Granted 400,000 $ 0.25 Outstanding at December 31, 2021 400,000 $ 0.25 9.8 $ 700,000 Grante d 2,751,000 $ 2.00 Fo rfeited ( 250,000 ) $ 0.25 Outstanding at December 31, 2022 2,901,000 $ 1.91 9.4 $ 199,500 Exercisable at December 31, 2022 418,749 $ 1.76 9.3 $ 77,583 Vested or expected to vest at December 31, 2022 2,901,000 $ 1.91 9.4 $ 199,500 The fair values of the options granted were estimated based on the Black-Scholes model, using the following assumptions: Year Ended December 31, 2022 Expected volatility 62.6 % – 69.5 % Risk-free interest rate 1.68 % – 3.25 % Expected term in years 5.5 – 6.3 Expected dividend yield —% For the year ended December 31, 2022, the Company granted 2,751,000 options with an exercise price of $2.00 per share, of which 288,000 options were issued to nonemployee directors that vest in April 2023 and the remaining options generally vest monthly over three years. The weighted average grant date fair value of options granted during 2022 was $ 1.18 . F-16 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) During 2021, the Company granted 400,000 options with an exercise price of $0.25 per share that vest monthly over three years. The weighted-average grant date fair value of options granted during 2021 was $ 0.15 . The Company recorded stock compensation from options of $ 923,581 and $ 4,894 for the year ended December 31, 2022 and the period September 13, 2021 (inception) through December 31, 2021, respectively. As of December 31, 2022, there was $ 2,341,524 of unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan, which is expected to be recognized over a weighted average period of approximately 2.2 years. Stock Awards In October 2021, the Company issued 1,500,000 shares of restricted common stock to its Chief Executive Officer. The number of shares that vest is dependent on achieving certain performance conditions and dependent market conditions upon the third anniversary from the date of grant. The Company determined that the fair value of this award was $ 0.25 per share for a total value of $ 375,000 . Upon reaching the performance condition, which has not been met as of December 31, 2022, the Company will recognize stock compensation expense over the remaining measurement period. In October 2021, the Company issued 600,000 shares of restricted common stock to a consultant who is also a member the board of directors, that vest annually over three years. The Company determined that the fair value of this award was $0.25 per share for a total value of $ 150,000 . The consulting agreement also included future awards of common stock for continued service, however in March 2023, the consulting agreement was amended and these future awards were cancelled. In July 2022, the Company issued 600,000 shares of restricted common stock to a consultant who is also a member the board of directors, that vest quarterly over one year. The Company determined that the fair value of this award was $ 2 .00 per share for a total value of $ 1,200,000 . In July 2022, the Company issued 100,000 shares of restricted common stock to a consultant, that vests on the one-year anniversary of the grant. The Company determined that the fair value of this award was $ 2 .00 per share for a total value of $ 200,000 . In November 2022, the Company issued 3,000,000 shares of restricted common stock to certain employees and directors, that vest two to four years from the date of the grant. The Company determined that the fair value of these awards was $ 2.63 per share for a total value of $ 7,890,000 . In December 2022, the Company issued an aggregate of 1,550,000 shares of restricted common stock to its Chief Executive Officer and Chairman, Interim Chief Financial Officer and a director that vest quarterly over one year from the date of the grant. The Company determined that the fair value of these awards was $ 1.58 per share for a total value of $ 2,449,000 . The Company recorded stock compensation from stock awards totaling $ 1,075,732 and $ 8,333 for the year ended December 31, 2022 and the period September 13, 2021 (inception) through December 31, 2021. At December 31, 2022, there is $ 10,804,935 of unrecognized compensation cost related to the non-vested portion of stock awards that is expected to be recognized over the next 2.6 years. F-17 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) The following table summarizes vesting of restricted common stock: Number of Shares Weighted Average Grant Date Fair Value Per Share Unvested at September 13, 2021 (inception) — $ — Granted 2,100,000 0.25 Unvested at December 31, 2021 2,100,000 0.25 Granted 5,250,000 2.24 Vested ( 350,000 ) 1.00 Unvested at December 31 2022 7,000,000 $ 1.75 Stock-based Compensation Expense Stock-based compensation expense for all stock awards recognized in the accompanying consolidated statements of operations is as follows: Year Ended December 31, 2022 For The Period From September 13, 2021 (Inception) Through December 31, 2021 General and administrative $ 1,798,043 $ 513,227 Research and development 201,270 — Total $ 1,999,313 $ 513,227 11. Net Loss Per Share The Company has reported losses since inception and has computed basic net loss per share attributable to common stockholders by dividing net loss attributable to common stockholders by the weighted-average number of shares of Common Stock outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per share of Common Stock after giving consideration to all potentially dilutive shares of common stock, including options to purchase common stock and warrants to purchase common stock, outstanding during the period determined using the treasury-stock and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential shares of Common Stock have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. F-18 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) The following table sets forth the computation of basic and diluted net loss per share: Year Ended December 31, 2022 For The Period From September 13, 2021 (Inception) Through December 31, 2021 Numerator: Net loss $ ( 4,945,139 ) $ ( 2,607,927 ) Denominator: Weig hted average common stock outstanding, basic and diluted 26,793,745 16,246,432 Ne t loss per share, basic and diluted $ ( 0.18 ) $ ( 0.16 ) The following table sets forth the potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because to include them would be anti-dilutive: Year Ended December 31, 2022 For The Period From September 13, 2021 (Inception) Through December 31, 2021 Options to purchase common stock 2,901,000 400,000 Restricted stock 7,000,000 — Warrants to purchase Common Stock — 7,230,822 Total shares of common stock equivalents 9,901,000 7,630,822 12. Income Taxes The components of net loss before taxes are as follows: Year Ended December 31, 2022 For the Period From September 13, 2021 (Inception) Through December 31, 2021 Domestic $ ( 3,205,342 ) $ ( 2,388,630 ) Foreign ( 1,739,797 ) ( 219,297 ) Total net loss before taxes $ ( 4,945,139 ) $ ( 2,607,927 ) The effective tax rate of the Company’s provision for income taxes differs from the federal statutory rate for the year ended December 31, 2022 and the period September 13, 2021 (inception) through December 31, 2021 as follows: Year Ended December 31, 2022 For The Period From September 13, 2021 (Inception) Through December 31, 2021 Tax computed at federal statutory rate 21.00 % 21.00 % Earnings in jurisdictions taxed at rates different from the statutory U.S. federal tax rate ( 5.89 )% 4.11 % Permanent differences 0.64 % ( 22.95 )% Other 2.98 % — Valuation allowance ( 18.73 )% ( 2.16 )% Income tax expense — — F-19 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. Significant components of deferred tax assets (liabilities) are as follows: December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 496,751 $ 140,241 Capitalized R&D costs 50,289 — Share-based compensation 418,019 — Right-of -use lease liability 243,113 264,249 Total deferred tax assets 1,208,172 404,490 Deferred tax liabilities: Shar e-based compensation — ( 91,691 ) R ight-of-use lease asset ( 230,550 ) ( 261,281 ) Total deferred tax liabilities ( 230,550 ) ( 352,972 ) Total net deferred tax assets 977,622 51,518 Less: valuation allowance ( 977,622 ) ( 51,518 ) Net deferred taxes $ — $ — The Company has no income tax expense due to operating losses incurred for the year ended December 31, 2022 and the period from September 13, 2021 (inception) through December 31, 2021. The Company has provided a full valuation allowance on the net deferred tax asset because management has determined that it is more-likely-than-not that the Company will not earn income sufficient to realize the deferred tax assets during a future period. The valuation allowance increased by $ 926,104 in 2022 due to the increase in the net deferred tax assets by the same amount; primarily due to net operating loss carryforwards and the mandatory capitalization of qualified research and development expenses in 2022. As of December 31, 2022, the Company has federal, state and South Africa NOLs available of approximately $ 1,657,883 , $ 1,657,883 and $ 459,680 , respectively, to offset future taxable income, if any, for federal and state income tax purposes. The state NOLs are carried forward indefinitely until used and never expire. Under the Tax Act, federal NOLs utilized are limited to 80% of taxable income in any year where taxable income is determined without regard to the NOL deduction itself. The Tax Act generally eliminates the ability to carry back any net operating loss to prior taxable years, while allowing unused net operating losses to be carried forward indefinitely. The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more likely than not recognition threshold to be recognized. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest and penalties on the Company’s balance sheets and has not recognized interest and/or penalties in the statements of operations and comprehensive loss for the year ended December 31, 2022 and for the period from September 13, 2021 (inception) through December 31, 2021. Uncertain tax positions are evaluated based upon the facts and circumstances that exist at each reporting period. Subsequent changes in judgment based upon new information may lead to changes in recognition, derecognition, and measurement. Adjustments may result, for example, upon resolution of an issue with the taxing authorities or expiration of a statute of limitations barring an assessment for an issue. As of December 31, 2022 and December 31, 2021, there were no uncertain tax positions. F-20 ASP Isotopes Inc. Notes to Consolidated Financial Statements (continued) Ownership changes, as defined in the IRC, may limit the amount of net operating loss carryforwards that can be utilized annually to offset future taxable income pursuant to IRC Section 382 or similar provisions. Subsequent ownership changes could further affect the limitation in future years. The Company has not completed a study to assess whether a change of control has occurred or whether there have been multiple changes of control since the Company’s formation due to the significant complexity and cost associated with such study and because there could be additional changes in control in the future. As a result, the Company is not able to estimate the effect of the change in control, if any, on the Company’s ability to utilize net operating loss and research and development credit carryforwards in the future. 13. Subsequent Events In March 2023, the Company received gross proceeds of $ 5.0 million through the issuance of 3,164,557 shares of its common stock at a purchase price of $ 1.58 per share and warrants to purchase up to an aggregate of 3,164,557 shares of its common stock with an exercise price of $ 1.75 per share. 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 (“PA”) warrants to purchase up to 221,519 shares of the Company’s common stock 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 has evaluated subsequent events through March 31, 2023, the date on which the accompanying financial statements were issued, and no other events were noted. F-21 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.