ASP Isotopes Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the year ended December 31,2025

OR

For the transition period from to

Commission File Number 001-41555

ASP Isotopes Inc.

(Exact name of registrant as specified in its charter)

(214)432-8219

(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:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No☒

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☐ 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 ☒ 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 ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

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.☐

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.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2025 was approximately$399.8 million.

There were 125,903,447 shares of the registrant’s common stock, $0.01 par value, outstanding as of April 6, 2026.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for its 2026 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days of the registrant’s fiscal year ended December 31, 2025, are incorporated by reference in Part III 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.

Annual Report on Form 10-K

For the Year Ended December 31, 2025

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. 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.

In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “would,” “expects,” “plans,” “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 achieve or sustain positive cash flows from operations or profitability;

•

our ability to complete the construction of, commission and successfully operate isotope enrichment plants and Phase 2 of the Virginia Gas Project 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 QE technology;

•

our ability to obtain regulatory approvals for the enrichment of uranium and the production and distribution of other isotopes;

•

our ability to comply on an ongoing basis with the numerous regulatory requirements applicable to the ASP technology, the QE technology and our enrichment facilities in South Africa;

•

our ability to execute on various projects and strategic initiatives with potential customers and partners, including our initiative to commence enrichment of uranium in South Africa and to complete development of Phase 2 of the Virginia Gas Project;

•

the success or profitability of our future offtake arrangements with respect to various isotopes that we may produce using ASP technology or the QE technology or with respect to helium or liquified natural gas (“LNG”) we may produce at the Virginia Gas Project;

•

a failure of demand for various isotopes that we may produce using ASP technology or the QE technology or for helium or LNG we produce at the Virginia Gas Project;

•

our future capital requirements and sources and uses of cash;

•

our ability to obtain funding for our operations and future growth;

•

the extensive costs, time and uncertainty associated with new technology development;

•

our ability to implement and maintain effective internal controls;

•

developments and projections relating to our competitors and industry;

•

the ability to recognize the anticipated benefits of acquisitions and investments, including our acquisition of Renergen, our investment in Skyline Builders Group Holding Limited (Nasdaq: SKBL), the assets we acquired from One 30 Seven, Inc., our radiopharmacy acquisitions, our investment in PET Labs Pharmaceuticals Proprietary Limited (“PET Labs”), the assets and intellectual property we acquired from Klydon Proprietary Ltd (“Klydon”), and our acquisition of assets of Molybdos (Pty) Limited (“Molybdos”) in the “business rescue” auction;

•

problems with the performance of the ASP technology or the QE technology in the enrichment of isotopes;

•

our dependence on a limited number of third-party suppliers for certain components and our inability to obtain third-party providers or contractors to conduct our operations, including with respect to the development of Phase 2 of the Virginia Gas Project;

•

our inability to adapt to changing technology and diagnostic landscapes, 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 QE technology;

•

our inability to protect our intellectual property and the risk of claims asserting that we have infringed on the intellectual property of others;

•

our inability to compete effectively;

•

risks associated with the current economic environment, including any future economic downturn, the impact of inflation or tariffs, disruptions in financial credit and other disruptions resulting from geo-political events such as the Russian invasion of Ukraine, conflicts in the Middle East, including the United States-Israel-Iran war, trade tensions between the U.S. and China and U.S. military operations in Venezuela;

•

fluctuations in the market price and demand for LNG, helium and other natural gases and the drivers of such fluctuations;

•

risks associated with our international operations;

•

our credit counterparty risks;

•

geopolitical risk and changes in applicable laws or regulations, including alteration, suspension or cancellation of our Exploration Rights and Production Right in South Africa;

•

our inability to manage commodity risks;

•

the highly speculative nature of Renergen’s exploration projects;

•

our inability to adequately protect our technology infrastructure;

•

our inability to hire or retain skilled employees and the loss of any of our key personnel;

•

operational risk;

•

costs and other risks associated with being a reporting company and being subject to the Sarbanes-Oxley Act;

•

our ability to complete the listing of Quantum Leap Energy as a standalone public company within the anticipated timeframe or at all; and

•

other factors that are described in “Risk Factors,” beginning on page 27.

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 and for helium and LNG, including data regarding the estimated size of those respective markets, their respective projected growth rates, and, in the case of our isotope enrichment platform, 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.

Note Regarding Company References

Unless the context otherwise requires, references to the “Company,” “our Company,” “ASPI,” “we,” “us” and “our” refer to ASP Isotopes Inc. and its direct and indirect subsidiaries; references to “ASP Isotopes” refer to ASP Isotopes Inc. and not to any of its subsidiaries; references to “QLE” refer to Quantum Leap Energy, LLC; references to “Renergen” refer to Renergen Limited, a public corporation incorporated in 2014 and existing under the South African Companies Act 71 of 2008, as amended, together with its subsidiaries unless the context dictates otherwise; references to “Tetra4” refer to Tetra4 Proprietary Limited; references to “Skyline” refer to Skyline Builders Group Holding Limited, together with its subsidiaries.

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.