What changed in this filing

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Item 9A. Controls and Procedures

2024-04-10 compared with 2023-03-31 · 61 added, 22 removed, 115 unchanged (42% of the section changed)

7 unchanged sentences

In the course of preparing the financial statements that are included in this Form 10-K, management has determined that a material weakness exists within the internal controls over financial reporting.

The material weakness identified relates to the lack of a sufficient complement of personnel within the finance and accounting function with an appropriate degree of knowledge, experience and training.

The material weakness identified relates to the lack of formal control documentation and consistent execution of control procedures, and the lack of a sufficient complement of personnel within the finance and accounting function with an appropriate degree of knowledge, experience and training.

We also noted a material weakness related to logical security and privileged access in the area of information technology.

We concluded that the material weaknesses in our internal control over financial reporting information technology occurred because, prior to becoming a public company, we were a private company and did not have the necessary business processes, systems, personnel, and related internal controls necessary to satisfy the accounting and financial reporting requirements of a public company.

In order to remediate the material weaknesses, we expect to hire additional accounting, and finance and information technology resources or consultants with public company experience.

In order to remediate the material weaknesses, we expect to enhance our formal documentation over internal control procedures and management controls infrastructure to allow for more consistent execution of control procedures and hire additional accounting, and finance and information technology resources or consultants with public company experience.

We may not be able to fully remediate the identified material weakness until the steps described above have been completed and our internal controls have been operating effectively for a sufficient period of time.

15 unchanged sentences

Other Information

Amended and Restated Bylaws

On April 5, 2024, in connection with certain recent changes to the Delaware General Corporation Law (the “DGCL”) and following the adoption of Rule 14a-19 (the Universal Proxy Rules) under the Securities Exchange Act of 1934, as amended, and a periodic review of the bylaws of ASP Isotopes Inc., the board of directors adopted amended and restated bylaws (the “Amended and Restated Bylaws”), effective immediately.

Among other things, the Amended and Restated Bylaws:

enhance the procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and other proposals made in connection with annual and special meetings of stockholders by, among other things:

requiring additional background information and disclosures regarding proposing stockholders and proposed nominees;

requiring any stockholder submitting a nomination notice to make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Exchange Act and to provide reasonable evidence that certain requirements of such rule have been satisfied;

clarifying that the Company will disregard the nomination of each proposed director nominee other than the Company’s nominees (notwithstanding that the nominee is included as a nominee in the Company’s proxy statement, notice of meeting or other proxy materials for any annual meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Company (which proxies and votes shall be disregarded)) if, after a stockholder provides notice pursuant to Rule 14a-19 under the Exchange Act, such stockholder subsequently fails to comply with the requirements of Rule 14a-19 under the Exchange Act;

prohibiting stockholders from nominating placeholder nominees;

requiring any stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card other than white, with the white proxy card being reserved for exclusive use by the board of directors;

modify the provisions relating to the list of stockholders entitled to vote at stockholder meetings to reflect recent amendments to the DGCL;

make other updates, including conforming changes.

The foregoing summary and description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 hereto and is incorporated herein by reference.

Amendments to Employment Agreements

The Chief Executive Officer and Chief Financial Officer are eligible to receive annual bonuses in accordance with the terms of their respective employment agreements, with the amount of such bonus and whether such bonus is paid in cash or stock (or a mix of cash and stock) to be determined by the board of directors in its discretion, based on a recommendation of the compensation committee.

On April 5, 2024, in recognition of the contributions of Paul Mann and Robert Ainscow to the company in 2023, the board of directors approved, based on a recommendation by the compensation committee, a discretionary cash bonus for 2023 of $440,000 and $90,000, respectively.

In addition, on April 5, 2024, the board of directors approved amendments to the employment agreements with Messrs.

Mann and Ainscow and Dr.

As a result of the amendments to their respective employment agreements, Mr.

Mann was appointed Executive Chairman and Chief Executive Officer and Mr.

Ainscow was appointed Chief Operating Officer and Chief Financial Officer;

and the base salaries of Mr.

Ainscow and Dr.

Strydom were increased to $520,000, $360,000 and $180,000, respectively.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

17 unchanged sentences

Description of Document

Certificate of Incorporation.

Amended and Restated Certificate of Incorporation.

Amended and Restated Bylaws.

Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934.

Common Stock Purchase Warrant dated March 17, 2023.

Placement Agent Common Stock Purchase Warrant dated March 17, 2023.

ASP Isotopes Inc.

25 unchanged sentences

333-267392)).

Chief Scientific Adviser between the registrant and Dr Einar Ronander, dated January 2021 (incorporated by reference to Exhibit 10.14 to the Form S-1/A filed on November 9, 2022 (File No.

Chief Scientific Adviser Agreement between the registrant and Dr Einar Ronander, dated January 2021 (incorporated by reference to Exhibit 10.14 to the Form S-1/A filed on November 9, 2022 (File No.

333-267392)).

10 unchanged sentences

Deed of Security Agreement between ASP Isotopes South Africa (Proprietary) Limited and Klydon (Proprietary) Limited dated November 30, 2022

Securities Purchase Agreement dated March 14, 2023 (private placement of shares and warrants).

Registration Rights Agreement dated March 14, 2023 (private placement of shares and warrants).

Release Agreement, dated March 23, 2023 between Revere Securities LLC and ASP Isotopes Inc.

Form of Securities Purchase Agreement by and between ASP Isotopes Inc.

and the purchasers named therein (October 2023 private placement of shares).

Form of Registration Rights Agreement by and between ASP Isotopes Inc.

and the purchasers named therein (October 2023 private placement of shares).

Share Purchase Agreement, dated October 30, 2023, by and between ASP Isotopes Inc., as purchaser, and Nucleonics Imaging Proprietary Limited, as seller, relating to the purchase and sale of ordinary shares of Pet Labs Pharmaceuticals Proprietary Limited.

Convertible Note Purchase Agreement (including Form of Convertible Promissory QLE Note), dated as of February 29, 2024, by and among Quantum Leap Energy LLC and the Purchasers listed therein.

Registration Rights Agreement, dated as of February 29, 2024, by and among Quantum Leap Energy LLC and the Purchasers listed therein.

Quantum Leap Energy LLC 2024 Equity Incentive Plan.

List of Subsidiaries of the Registrant

Consent of EisnerAmper LLP, independent registered public accounting firm.

Power of Attorney.

Power of Attorney (included as part of the signature page to this report).

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Accounting Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Accounting Officer Pursuant to 18 U.S.C.

Certification of Principal Executive Officer and Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Policy Relating to Recovery of Erroneously Awarded Compensation, effective October 2, 2023.

License Agreement, dated as of February 16, 2024, among ASP Isotopes UK Limited, as licensor, and Quantum Leap Energy LLC and Quantum Leap Energy Limited, as licensee.

EPC Services Framework Agreement, dated as of February 16, 2024, between ASP Isotopes Inc.

and Quantum Leap Energy LLC.

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

5 unchanged sentences

Cover Page Interactive Data File (embedded within the Inline XBRL document)

_________________

Filed herewith.

2 unchanged sentences

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 31 st day of March, 2023.

ASP ISOTOPES Inc.

Chairman, Chief Executive Officer and Director

We, the undersigned directors and officers of ASP Isotopes Inc., hereby severally constitute Paul E.

Mann and Robert Ainscow, and each of them singly, as our true and lawful attorneys with full power to each of them to sign for us, in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission.

This power of attorney may only be revoked by a written document executed by the undersigned that expressly revokes this power by referring to the date and subject hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Chief Executive Officer, Chairman and Director (Principal Executive Officer)

March 31, 2023

April 10, 2024

/s/ ROBERT AINSCOW

Interim Chief Financial Officer (Principal Financial and Accounting Officer)

March 31, 2023

Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer)

April 10, 2024

Robert Ainscow

/s/ JOSHUA DONFELD

March 31, 2023

Joshua Donfeld

/s/ MICHAEL GORLEY, Ph.D.

April 10, 2024

Michael Gorley, Ph.D.

/s/ DUNCAN MOORE, Ph.D.

March 31, 2023

April 10, 2024

Duncan Moore, Ph.D.

/s/ ROBERT RYAN

April 10, 2024

/s/ HENDRIK STRYDOM, Ph.D.

March 31, 2023

April 10, 2024

Hendrik Strydom, Ph.D.

/s/ SERGEY VASNETSOV

March 31, 2023

Sergey Vasnetsov

/s/ TODD WIDER, M.D.

March 31, 2023

April 10, 2024

Todd Wider, M.D.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures