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ASP Isotopes Inc.

For the period ended Jun 30, 2026. Filed Aug 14, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 14, 2026

ASPI$2.08+20.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-20.

0001193125-26-232658

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-14.

0001193125-26-352603

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 164 previous paragraphs and 196 current paragraphs.

117 unchanged; 36 reworded; 32 added; 11 removed; 0 previous and 11 current paragraphs rearranged.

Tables are not compared: 6 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (32)

Current report

ENDRA. On May 27, 2026, we purchased 66,846 shares of ENDRA common stock, 511,541 prefunded warrants to purchase shares of common stock and 1,156,774 common warrants to purchase shares of common stock for a total aggregate purchase price of $3.8 million. ENDRA is the pioneer of Thermo Acoustic Enhanced UltraSound (TAEUS ® ), a technology being developed to assess tissue fat content and monitor tissue ablation during minimally invasive procedures, at the point of patient care.

Current report

On June 25, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among ENDRA, Noble Africa LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company (“Noble”), Renergen, the Company, and Kruger Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of ENDRA (“Merger Sub”), pursuant to which Merger Sub will merge with and into Noble (the “Merger”), with Noble surviving the Merger as a direct wholly-owned subsidiary of ENDRA. Prior to the effective time of the Merger, the Company will contribute all of its equity interest in Renergen to Noble in exchange for 55,500,000 of Noble’s Class B Units. Following the Merger, ENDRA will be renamed “Noble Africa Inc.” and its common stock is expected to be listed on Nasdaq.

Current report

Concurrently with the entry into the Merger Agreement, Noble entered into subscription agreements with the Company and certain investors pursuant to which Noble agreed to sell approximately (i) 4,594,218 Class A Units of Noble and/or pre-funded warrants to purchase Class A Units of Noble to certain institutional investors and other persons and (ii) 3,054,185 Class B Units of Noble to the Company, at a price per unit of $6.57, for aggregate gross proceeds to Noble of approximately $50 million (the “Noble Investment”). The Noble Investment is expected to close immediately prior to the Merger.

Current report

Consummation of the Merger is subject to certain closing conditions, including the approval by ENDRA’s stockholders, the effectiveness of the registration statement on Form S-4, the approval for listing of the Class A Common Stock on Nasdaq, ENDRA having an amount of cash equal to or greater than $3.8 million, the receipt by Noble of the proceeds of the Noble Investment, the Company having contributed its equity interests in Renergen to Noble, and Noble’s receipt of a written consent of the U.S. International Development Finance Corporation as required under the finance agreement with Tetra4. The Merger Agreement may be terminated by either party if the Merger has not been completed by December 24, 2026. The Merger is anticipated to close in the fourth quarter of 2026.

Current report

On July 15, 2026, we and QLE entered into separate, individually negotiated private securities exchange agreements with certain holders of the 2025 Convertible Notes, pursuant to which such noteholders exchanged approximately $109.2 million in aggregate principal amount of the outstanding 2025 Convertible Notes (or approximately 50% of the aggregate principal amount of the outstanding 2025 Convertible Notes), plus accrued and unpaid interest thereon, for an aggregate of approximately 23.2 million shares of our common stock (the “Exchange Transactions”). The Exchange Transactions closed on July 16, 2026. Upon the closing of the Exchange Transactions, the outstanding principal amount of 2025 Convertible Notes held by third party investors was reduced to approximately $80.6 million, and we hold approximately $139.2 million aggregate principal amount of 2025 Convertible Notes.

Current report

Research and development expenses were $6.8 million for the three months ended June 30, 2026, compared to $0.9 million for the three months ended June 30, 2025. The overall increase of $5.9 million was primarily due to the following:

Current report

an increase in personnel-related costs of $2.2 million due to an increase in headcount and salaries;

Current report

an increase in manufacturing engineering expenses of $0.6 million due to pre-commercial operations;

Current report

an increase in facility and depreciation expenses of $0.9 million due to an increase in space dedicated to development, noncapitalized expenses and repairs and maintenance;

Current report

an increase in exploratory costs at Renergen of $0.9 million; and

Current report

Selling, general and administrative expenses were $28.9 million for the three months ended June 30, 2026, compared to $11.7 million for the three months ended June 30, 2025. The overall increase of $17.2 million was primarily due to the following:

Current report

Other income for the three months ended June 30, 2026 was $0.1 million, which includes interest income of $2.7 million and a foreign exchange transaction gain of $2.6 million, partially offset by an expense of $3.5 million due to change in fair value of the convertible notes payable and interest expense of $1.8 million.

Current report

Other expense for the three months ended June 30, 2025 was $63.1 million, which includes a $63.8 million change in fair value of the convertible notes payable issued in March and June 2024, partially offset by interest income of $0.9 million.

Current report

Research and development expenses were $12.1 million for the six months ended June 30, 2026, compared to $2.4 million for the six months ended June 30, 2025. The overall increase of $9.7 million was primarily due to the following:

Current report

an increase in personnel-related costs of $4.3 million due to an increase in headcount and salaries;

Current report

an increase in manufacturing engineering expenses of $0.6 million due to pre-commercial operations;

Current report

an increase in facility and depreciation expenses of $1.6 million due to an increase in space dedicated to development, noncapitalized expenses and repairs and maintenance;

Current report

an increase in exploratory costs at Renergen of $0.9 million; and

Current report

Selling, general and administrative expenses were $50.1 million for the six months ended June 30, 2026, compared to $18.4 million for the six months ended June 30, 2025. The overall increase of $31.7 million was primarily due to the following:

Current report

Net cash provided by financing activities was $50.8 million for the six months ended June 30, 2025, and was comprised primarily of $46.8 million in proceeds from the issuance of common stock net of issuance costs, $4.9 million in proceeds from the exercise of warrants and $0.8 million in principal payments on debt and finance leases.

Current report

We lease several facilities in the United States and South Africa for office, manufacturing and laboratory space under leases with current combined monthly rent payments of approximately $115,000 with terms expiring between October 31, 2026 and March 31, 2056. We also lease additional space on a short term basis in the United States, South Africa, United Kingdom, and Cayman Islands under leases with current combined monthly rent payments of approximately $32,000.

Current report

As previously discussed, QLE issued the 2025 Convertible Notes, which include certain contractual obligations and commitments. See Note 9 "Debt" and Note 22 “Subsequent Events” for additional information.
Removed paragraphs (11)

Previous report

Research and development expenses were $5.3 million for the three months ended March 31, 2026, compared to $1.5 million for the three months ended March 31, 2025. The overall increase of $3.7 million was primarily due to the following:

Previous report

an increase in personnel-related costs of $2.1 million due to an increase in headcount and salaries;

Previous report

an increase in facility and depreciation expenses of $0.7 million due to an increase in space dedicated to development, noncapitalized expenses and repairs and maintenance; and

Previous report

Selling, general and administrative expenses were $21.3 million for the three months ended March 31, 2026, compared to $6.7 million for the three months ended March 31, 2025. The overall increase of $14.5 million was primarily due to the following:

Previous report

Net cash used in financing activities was $0.2 million for the three months ended March 31, 2025, and was comprised primarily of principal payments on debt, finance leases and bank loans of $0.3 million on the note payable related to a financed corporate insurance policy.

Previous report

We lease our main facility in Pretoria, South Africa under a lease with a base monthly rent payment of approximately $9,000 with a term expiring on December 31, 2030. We also lease additional space on a short term basis in Pretoria, South Africa under a lease with a base monthly rent payment of approximately $18,000 with a term that expired on February 28, 2026, and we are continuing to occupy that space under the monthly extensions. We also lease additional space in Pretoria, South Africa under leases with a base monthly rent payment of approximately (i) $2,000 with a term expiring on October 30, 2026 and (ii) $3,000 with a term expiring on May 31, 2028.

Previous report

Renergen enters into lease agreements as a lessor whereby customers lease equipment and infrastructure required for the

Previous report

delivery, storage, utilization and conversion of LNG to natural gas. Renergen operates in a facility in Sandton, South Africa under a lease with a base monthly rent payment of approximately $21,000 with a term that expires on May 31, 2029.

Previous report

PET Labs Pharmaceuticals operates in a facility in Pretoria, South Africa under a lease with a base monthly rent payment of approximately $27,000 with a term expiring on January 31, 2056. PET Labs Pharmaceuticals also rents space at a local hospital in Pretoria, South Africa for which there was a lease with a base monthly rent payment of approximately $5,000 which expired on December 31, 2023 and operates based on monthly extensions.
Reworded paragraphs (36)

Previous wording

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and the consolidated financial statements and related notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2026 and Amendment No. 1 to our Annual Report on Form 10-K/A filed with the SEC on April 30, 2026 (as amended, the “Annual Report”), along with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Annual Report. The Annual Report is accessible on the SEC’s website at www.sec.gov and on our website at www.aspisotopes.com. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section entitled “Risk Factors” in the Annual Report and the section entitled “Special Note Regarding Forward-Looking Statements” above, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. You should carefully read the section entitled “Risk Factors” in the Annual Report and the section entitled “Special Note Regarding Forward-Looking Statements” above to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

Current wording

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and the consolidated financial statements and related notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2026 and Amendment No. 1 to our Annual Report on Form 10-K/A filed with the SEC on April 30, 2026 (as amended, the “Annual Report”), along with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Annual Report. The Annual Report is accessible on the SEC’s website at www.sec.gov and on our website at www.aspisotopes.com. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section entitled “Risk Factors” in the Annual Report and this Quarterly Report on Form 10-Q, and the section entitled “Special Note Regarding Forward-Looking Statements” above, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. You should carefully read the section entitled “Risk Factors” in the Annual Report and this Quarterly Report on Form 10-Q, and the section entitled “Special Note Regarding Forward-Looking Statements” above to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

Previous wording

We commenced commercial production of enriched isotopes at both of its ASP enrichment facilities located in Pretoria, South Africa during the first half of 2025. However, we have not generated any revenue from the sale of our enriched isotopes as of March 31, 2026. Our first ASP enrichment facility is designed to enrich light isotopes, such as C-14 and C-12. The second ASP enrichment facility, which is substantially larger than the first, should have the potential to enrich kilogram quantities of relatively heavier isotopes, including but not limited to Si-28. Depending on the timing and the quality of the feedstock received from our customer, we are targeting initial commercial shipments of enriched C-14 in the third quarter of 2026. We are targeting initial commercial shipments of enriched Si-28 around mid-year 2026. We have also completed the commissioning phase of our third enrichment facility, a QE technology facility, which is our first laser-based enrichment plant. We are targeting initial commercial shipments of Yb-176 in the third quarter of 2026.

Current wording

We commenced commercial production of enriched isotopes at both of our ASP enrichment facilities located in Pretoria, South Africa during the first half of 2025. However, we have not generated any revenue from the sale of our enriched isotopes as of June 30, 2026. Our first ASP enrichment facility is designed to enrich light isotopes, such as C-14 and C-12. The second ASP enrichment facility, which is substantially larger than the first, should have the potential to enrich kilogram quantities of relatively heavier isotopes, including but not limited to Si-28. Depending on the timing and the quality of the feedstock received from our customer, we are targeting initial commercial shipments of enriched C-14 in the second half of 2026. We are targeting initial commercial shipments of enriched Si-28 in the second half of 2026. We have also completed the commissioning phase of our third enrichment facility, a QE technology facility, which is our first laser-based enrichment plant. We are targeting initial commercial shipments of Yb-176 in the second half of 2026.

Previous wording

We operate principally through our subsidiaries. ASP Isotopes Guernsey Limited (the holding company for our subsidiaries in the Cayman Islands, South Africa, Iceland and the United Kingdom) is focused on the development and commercialization of high-value, low-volume isotopes for highly specialized end markets (such as C-14, Mo-100, and Si-28). ASP Isotopes UK Ltd is the owner of our technology.

Current wording

We operate principally through our subsidiaries. ASP Isotopes Guernsey Limited (the holding company for our subsidiaries in the Cayman Islands, South Africa, Iceland and the United Kingdom) is focused on the development and commercialization of high-value, low-volume isotopes for highly specialized end markets (such as C-14, Si-28, and Yb-176). ASP Isotopes UK Ltd is the owner of our technology.

Previous wording

As previously announced, our board of directors intends to pursue the separation of our Nuclear Fuels business and Specialist Isotopes and Related Services business in two independent companies. The regulatory landscape and supply chain for nuclear fuel production differs significantly from that of medical isotopes, hence we and QLE have different business models and we believe that both companies would benefit if QLE is independently managed and financed. We plan to effect the separation through a listing of QLE in a transaction that results in QLE existing as a separate public company with shares listed on a U.S. national securities exchange and a portion of QLE’s common equity being distributed to our stockholders as of a to-be-determined future record date. Although no assurance can be given, our goal is to list QLE on such exchange, subject to market conditions, obtaining applicable approvals and consents, and complying with applicable rules and regulations and public market trading and listing requirements. In November 2025, we announced that QLE had confidentially submitted a draft registration statement on Form S-1 to the SEC relating to the proposed initial public offering of QLE’s Class A common stock. While we currently expect that a listing of QLE as a separate public company is the most likely separation transaction, our board of directors remains committed to maximizing shareholder value creation, and will continue to evaluate other options for separation to maximize shareholder value.

Current wording

As previously announced, our board of directors intends to pursue the separation of our Nuclear Fuels business and Specialist Isotopes and Related Services business in two independent companies. The regulatory landscape and supply chain for nuclear fuel production differs significantly from that of medical isotopes, hence we and QLE have different business models and we believe that both companies would benefit if QLE is independently managed and financed. We plan to effect the separation through a listing of QLE in a transaction that results in QLE existing as a separate public company with shares listed on a U.S. national securities exchange and a portion of QLE’s common equity being distributed to our stockholders as of a to-be-determined future record date. While we currently believe that a listing of QLE as a separate public company is the most likely separation transaction, our board of directors remains committed to maximizing shareholder value creation, and will continue to evaluate other options for separation to maximize shareholder value.

Previous wording

Renergen’s principal asset is its 94.5% equity ownership in Tetra4, which holds South Africa’s first and only onshore petroleum Production Right and is the entity developing the Virginia Gas Project. Phase 1 of the Virginia Gas Project has commenced commercial LNG operations. The Virginia Gas Project benefits from favorable supply and demand trends in both the LNG and liquid helium sectors. The LNG is and will continue to be sold domestically in South Africa into a market suffering energy and natural gas shortages, and we plan to sell helium directly to global customers at a time when the world is suffering helium supply shortages, which have been further exacerbated by the ongoing United States-Israel-Iran war. We believe that it was for these two reasons that the Virginia Gas Project was conditionally approved to be funded by the U.S. International Development Finance Corporation (“DFC”) as part of the U.S.’s initiative to ensure new helium supply comes online as aerospace and the semiconductor industry increase helium requirements in the face of diminished supply, while increasing South Africa’s domestic energy supply.

Current wording

Renergen’s principal asset is its 94.5% equity ownership in Tetra4, which holds South Africa’s first and only onshore petroleum Production Right and is the entity developing the Virginia Gas Project. Phase 1 of the Virginia Gas Project has commenced commercial LNG operations. The Virginia Gas Project benefits from favorable supply and demand trends in both the LNG and liquid helium sectors. The LNG is and will continue to be sold domestically in South Africa into a market suffering energy and natural gas shortages, and we plan to sell helium directly to global customers at a time when the world is suffering helium supply shortages, which have been further exacerbated by the ongoing United States-Israel-Iran conflict and associated disruptions to shipping through the Strait of Hormuz. Subsequent to June 30, 2026, the global helium supply chain has been materially disrupted by these geopolitical developments, with repairs to affected production infrastructure expected to take years rather than months. In addition, in April 2026, Russia introduced export controls on helium to maintain domestic supply, further constraining global availability. We believe that the U.S. International Development Finance Corporation (“DFC”) previously indicated its willingness to consider supporting the funding of Phase 2 of the Virginia Gas Project for up to $500 million as part of the U.S.’s initiative to ensure new helium supply comes online as aerospace and the semiconductor industry increase helium requirements in the face of diminished supply, while increasing South Africa’s domestic energy supply.

Previous wording

In May 2025, we entered into the TerraPower Loan Agreement, which provides conditional commitments from TerraPower to us through one of our wholly-owned U.S.-based subsidiaries for a multiple advance term loan totaling $22.0 million for the purpose of partially funding the construction of a proposed new uranium enrichment facility in South Africa. The total loan amount is inclusive of a 10% original issue discount on each disbursement and carries a fixed interest rate of 10% per annum. Per the terms of the TerraPower Loan Agreement and subject to the satisfaction of various conditions precedent to disbursements (including receiving all required licenses and permits to perform uranium enrichment in South Africa), we will receive aggregate loan disbursements of $20.0 million. Such loan matures on May 16, 2032. Interest will begin accruing upon each milestone disbursement we receive and will be added to the principal balance until November 2027. Principal and interest payments will be made in 60 equal installments beginning in November 2027. We plan to request drawdowns on this loan beginning in the third quarter of 2026.

Current wording

In May 2025, we entered into the TerraPower Loan Agreement, which provides conditional commitments from TerraPower to us through one of our wholly-owned U.S.-based subsidiaries for a multiple advance term loan totaling $22.0 million for the purpose of partially funding the construction of a proposed new uranium enrichment facility in South Africa. The total loan amount is inclusive of a 10% original issue discount on each disbursement and carries a fixed interest rate of 10% per annum. Per the terms of the TerraPower Loan Agreement and subject to the satisfaction of various conditions precedent to disbursements (including receiving all required licenses and permits to perform uranium enrichment in South Africa), we will receive aggregate loan disbursements of $20.0 million. Such loan matures on May 16, 2032. Interest will begin accruing upon each milestone disbursement we receive and will be added to the principal balance until November 2027. Principal and interest payments will be made in 60 equal installments beginning in November 2027.

Previous wording

On January 6, 2026, the Company issued 14,270,000 Consideration Shares in connection with the acquisition of Renergen.

Current wording

On January 6, 2026, we issued 14,270,000 Consideration Shares in connection with the acquisition of Renergen.

Previous wording

Effective with the acquisition of 51% of PET Labs in the fourth quarter of 2023, we started recognizing revenue from the sale of nuclear medical doses for PET scanning. Beginning in the fourth quarter of 2025, we started recognizing revenue from the sale of nuclear medical doses for SPECT scanning. Effective with the acquisition of 100% of Renergen in the first quarter of 2026, we started recognizing revenue from the sale of LNG.

Current wording

We recognize revenue from the sale of nuclear medical doses for PET scanning. Beginning in the fourth quarter of 2025, we started recognizing revenue from the sale of nuclear medical doses for SPECT scanning. Effective with the acquisition of 100% of Renergen in the first quarter of 2026, we started recognizing revenue from the sale of LNG.

Previous wording

The specialist isotopes and related services segment is focused on research and development of technologies and methods used to separate high-value, low-volume isotopes (such as C-14, Mo-100 and Si-28) for highly specialized target end markets other than advanced nuclear fuels, including pharmaceuticals and agrochemicals, nuclear medical imaging and semiconductors, as well as services related to these isotopes, and this segment includes operations of PET Labs, Numed, and ECNP.

Current wording

The specialist isotopes and related services segment is focused on research and development of technologies and methods used to separate high-value, low-volume isotopes (such as C-14, Si-28 and Yb-176) for highly specialized target end markets other than advanced nuclear fuels, including pharmaceuticals and agrochemicals, nuclear medical imaging and semiconductors, as well as services related to these isotopes, and this segment includes operations of PET Labs, Numed, and ECNP.

Previous wording

The following table shows total assets by segment and a reconciliation to the consolidated financial statements as of March 31, 2026 and December 31, 2025 (in thousands):

Current wording

The following table shows total assets by segment and a reconciliation to the condensed consolidated financial statements as of June 30, 2026 and December 31, 2025 (in thousands):

Previous wording

Select information from the consolidated statements of operations and comprehensive loss as of the three months ended March 31, 2026 and 2025 is as follows:

Current wording

Select information from the condensed consolidated statements of operations and comprehensive loss as of the three months ended June 30, 2026 and 2025 is as follows:

Previous wording

We have recognized revenue of our radiopharmacies from the sale of nuclear medical doses for PET and SPECT scanning of $3.4 million and $1.1 million for the three months ended March 31, 2026 and 2025, respectively. With the acquisition of Renergen in January 2026, we recognized revenue from the sale of LNG of $0.6 million for the three months ended March 31, 2026. We also recognized $0.2 million in collaboration revenue from TerraPower for the three months ended March 31, 2026.

Current wording

We have recognized revenue of our radiopharmacies from the sale of nuclear medical doses for PET and SPECT scanning of $3.9 million and $1.2 million for the three months ended June 30, 2026 and 2025, respectively. With the acquisition of Renergen in January 2026, we recognized revenue from the sale of LNG of $0.7 million for the three months ended June 30, 2026. We also recognized $0.6 million in collaboration revenue from TerraPower for the three months ended June 30, 2026.

Previous wording

In addition, we have recognized the related cost of revenue of our radiopharmacies and Renergen for the same periods. The cost of revenue was $2.5 million and $0.8 million for the three months ended March 31, 2026 and 2025, respectively. The increase in cost of revenue of $1.7 million was primarily due to the acquisitions of ECNP and Numed of $0.8 million and the acquisition of Renergen of $0.8 million.

Current wording

In addition, we have recognized the related cost of revenue of our radiopharmacies and Renergen for the same periods. The cost of revenue was $3.6 million and $0.6 million for the three months ended June 30, 2026 and 2025, respectively. The increase in cost of revenue of $3.0 million was primarily due to the acquisitions of ECNP and Numed of $1.1 million and the acquisition of Renergen of $1.2 million.

Previous wording

an increase in contract services and consulting expenses of $1.1 million in order to optimize commercial production.

Current wording

an increase in contract services and consulting expenses of $1.4 million in order to optimize commercial production.

Previous wording

an increase in personnel-related costs of $6.1 million primarily due to an increase in headcount and salaries and the acquisition of Renergen in January 2026 and ECNP in October 2025;

Current wording

an increase in personnel-related costs of $5.7 million primarily due to an increase in headcount and salaries and the acquisition of Renergen in January 2026 and ECNP in October 2025;

Previous wording

an increase in professional fees of $2.8 million primarily due to corporate development activity and the acquisition of Renergen in January 2026 and ECNP in October 2025;

Current wording

an increase in professional fees of $6.5 million primarily due to corporate development activity and the acquisition of Renergen in January 2026 and ECNP in October 2025;

Previous wording

an increase in facility and depreciation expenses of $2.1 million due to an increase in space dedicated to development, noncapitalized expenses and repairs and maintenance and the acquisition of Renergen in January 2026;

Current wording

an increase in facility and depreciation expenses of $2.3 million due to an increase in space dedicated to development, noncapitalized expenses and repairs and maintenance and the acquisition of Renergen in January 2026;

Previous wording

an increase in employee travel and related expenses of $0.3 million; and

Current wording

an increase in employee travel and related expenses of $0.6 million; and

Previous wording

an increase in other general and administrative office expenses of $2.6 million, which includes expense from the acquisition of Renergen in January 2026 and ECNP in October 2025.

Current wording

an increase in other general and administrative expenses of $1.2 million, which includes expense from the acquisition of Renergen in January 2026 and ECNP in October 2025.

Previous wording

Other expense for the three months ended March 31, 2026 was $1.8 million, which includes interest income of $3.0 million and income from a change in the fair value of our investments of $1.1 million, partially offset by an expense of $0.6 million due to change in fair value of the convertible notes payable, interest expense of $1.7 million and a foreign exchange transaction loss of $3.7 million.

Current wording

Other expense for the six months ended June 30, 2026 was $1.7 million, which includes an expense of $4.0 million due to change in fair value of the convertible notes payable, interest expense of $3.5 million and a foreign exchange transaction loss of $1.1 million, partially offset by interest income of $5.8 million and income from a change in the fair value of our investments of $1.1 million.

Previous wording

Other expense for the three months ended March 31, 2025 was $0.6 million, which includes a $1.0 million change in fair value of the convertible notes payable issued in March and June 2024 and a foreign exchange transaction loss of $0.1 million, partially offset by interest income of $0.5 million.

Current wording

Other expense for the six months ended June 30, 2025 was $63.7 million, which includes a $64.7 million change in fair value of the convertible notes payable issued in March and June 2024 and a foreign exchange transaction loss of $0.1 million, partially offset by interest income of $1.4 million.

Previous wording

As of March 31, 2026, we had cash and cash equivalents of $207.3 million and short-term investments of $83.2 million. We have not generated any revenue from the sale of our enriched isotopes, and our ability to generate product revenue from the sale of enriched isotopes sufficient to achieve profitability will depend on the successful development and eventual commercialization of one or more of our current or future enriched isotopes.

Current wording

As of June 30, 2026, we had cash and cash equivalents of $219.6 million and short-term investments of $35.3 million. We have not generated any revenue from the sale of our enriched isotopes, and our ability to generate product revenue from the sale of enriched isotopes sufficient to achieve profitability will depend on the successful development and eventual commercialization of one or more of our current or future enriched isotopes.

Previous wording

Based on our current operating plan, we estimate that our existing cash and cash equivalents, proceeds from short-term investments, cash flow from operations, the IDC Loan, the SBSA Loan, the DFC Credit Facility and the conditionally approved senior secured debt facilities expected to be funded by the DFC and the Standard Bank of South Africa (as described below), will be sufficient to fund our operating expenses and capital expenditure requirements through at least the next 12 months from the date the financial statements are issued and beyond. However, our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. We have based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect. Additionally, the process of developing isotopes is costly, and the timing of progress and expenses in these development activities is uncertain.

Current wording

Based on our current operating plan, we estimate that our existing cash and cash equivalents, proceeds from short-term investments, as well as cash flow from operations, will be sufficient to fund our operating expenses and capital expenditure requirements through at least the next 12 months from the date the financial statements are issued and beyond. However, our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. We have based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect. Additionally, the process of developing isotopes is costly, and the timing of progress and expenses in these development activities is uncertain.

Current wording

the costs to list QLE as a separate public company and costs associated with the ENDRA Merger; and

Previous wording

Developing and commercializing isotopes is a time-consuming, expensive and uncertain process that takes years to complete, and we may never achieve the necessary results required or obtain applicable regulatory approval for any isotopes or generate revenue from the sale of any future isotopes (assuming applicable regulatory approval is received). In addition, our future isotopes (assuming applicable regulatory approval is received) may not achieve commercial success. Our commercial revenues, if any, will be derived from sales of isotopes that we do not expect to be commercially available until at least the middle of 2026. If we receive permits and licenses to enrich U-235 (which in itself is highly uncertain), we do not expect U-235 to be commercially available for at least several years, if ever. As a result, we may need substantial additional financing to support our continuing operations and further the development of and commercialization of our future isotopes.

Current wording

Developing and commercializing isotopes is a time-consuming, expensive and uncertain process that takes years to complete, and we may never achieve the necessary results required or obtain applicable regulatory approval for any isotopes or generate revenue from the sale of any future isotopes (assuming applicable regulatory approval is received). In addition, our future isotopes (assuming applicable regulatory approval is received) may not achieve commercial success. Our commercial revenues, if any, will be derived from sales of isotopes that we do not expect to be commercially available until the second half of 2026. If we receive permits and licenses to enrich U-235 (which in itself is highly uncertain), we do not expect U-235 to be commercially available for at least several years, if ever. As a result, we may need substantial additional financing to support our continuing operations and further the development of and commercialization of our future isotopes.

Previous wording

Large amounts of capital are required to support the growth in our business and operations in South Africa, including to maintain and progress toward full commercial operation of Phase 1 of the Virginia Gas Project, and for the construction and development of Phase 2 of our Virginia Gas Project, and long-term production and processing requires both significant capital expenditure and ongoing maintenance expenditure. Our revenues related to the sale of helium and LNG may vary significantly from period to period as a result of changes in volumes of production sold and commodity prices. Natural gas prices have historically been volatile. Lower commodity prices may not only decrease our revenues, but also potentially the amount of natural gas that we can produce economically. We plan to add reserves through drilling. Our ability to add reserves through drilling projects is dependent on many factors, including our ability to borrow or raise capital and procure materials, services and personnel. Phase 2 of the Virginia Gas Project requires a significant amount of capital and is currently estimated to cost approximately $1.16 billion (including borrowing costs and general corporate costs during construction) based on our latest cost estimate, which could change based on inaccurate assumptions and changing economic and operating conditions. We anticipate funding this amount through debt, such as the up to $500 million of senior secured debt provided by the DFC, which has been conditionally approved, pursuant to the delineated application review process of the DFC. Additionally, the Standard Bank of South Africa has conditionally approved an additional $250 million of senior secured debt funding for Phase 2, which is anticipated to be funded substantially concurrently with the aforementioned DFC funding. As a result, we may need substantial additional financing to support our continuing operations, ramp up production of Phase 1, and further the development of Phase 2 and commercialization of the Virginia Gas Project.

Current wording

Large amounts of capital are required to support the growth in our business and operations in South Africa, including to maintain and progress toward full commercial operation of Phase 1 of the Virginia Gas Project, and for the construction and development of Phase 2 of our Virginia Gas Project, and long-term production and processing requires both significant capital expenditure and ongoing maintenance expenditure. Our revenues related to the sale of helium and LNG may vary significantly from period to period as a result of changes in volumes of production sold and commodity prices. Natural gas prices have historically been volatile. Lower commodity prices may not only decrease our revenues, but also potentially the amount of natural gas that we can produce economically. We plan to add reserves through drilling. Our ability to add reserves through drilling projects is dependent on many factors, including our ability to borrow or raise capital and procure materials, services and personnel. Phase 2 of the Virginia Gas Project requires a significant amount of capital and is currently estimated to cost approximately $1.16 billion (including borrowing costs and general corporate costs during construction) based on our latest cost estimate, which could change based on inaccurate assumptions and changing economic and operating conditions. We intend to continue to pursue senior debt funding for Phase 2 of the Virginia Gas Project from institutional lenders, including the U.S. International Development Finance Corporation ("DFC") and Standard Bank of South Africa ("SBSA"). DFC and SBSA have previously indicated their willingness to consider supporting Phase 2 of the Virginia Gas Project for up to $500 million and $250 million, respectively, of senior debt funding. There can be no assurance that we will be able to negotiate and enter into binding definitive agreements with DFC or SBSA for senior debt funding for Phase 2 of the Virginia Gas Project. As a result, we may need substantial additional or alternative financing to support our continuing operations, ramp up production of Phase 1, and further the development of Phase 2 and commercialization of the Virginia Gas Project.

Previous wording

(1) includes cash flows of discontinued operations of $1.1 million for the three months ended March 31, 2026.

Current wording

(1) includes cash flows of discontinued operations of $1.1 million for the six months ended June 30, 2026.

Previous wording

(2) includes cash flows provided by discontinued operations of $45.9 million and cash flows used in continuing operations of $2.7 million for the three months ended March 31, 2026.

Current wording

(2) includes cash flows provided by discontinued operations of $45.9 million and cash flows used in continuing operations of $5.2 million for the six months ended June 30, 2026.

Previous wording

Net cash used in operating activities was $17.8 million for the three months ended March 31, 2026, including $1.1 million from discontinued operations, for the three months ended March 31, 2026 and was primarily due to our net loss from continuing operations of $26.7 million, adjusted for a gain on deconsolidation of $19.3 million, a change in right-of-use assets primarily from the acquisition of Renergen in January 2026, stock-based compensation expense of $4.4 million, amortization of right-of-use asset of $3.3 million, depreciation and amortization expense of $3.1 million, change in fair values of investments of $1.1 million, change in fair values for the convertible notes payable of $0.6 million, noncash interest on the note receivable of $2.5 million and a $6.1 million change in our operating assets and liabilities.

Current wording

Net cash used in operating activities was $41.1 million for the six months ended June 30, 2026, including $1.1 million from discontinued operations, and was primarily due to our net loss from continuing operations of $60.7 million, adjusted for a gain on deconsolidation of $19.3 million, stock-based compensation expense of $9.0 million, amortization of right-of-use asset of $0.5 million, depreciation and amortization expense of $4.3 million, change in fair values of investments of $1.1 million, change in fair values for the convertible notes payable of $4.0 million, noncash interest on debt of $3.7 million, change in deferred taxes of $0.2 million and a $0.2 million change in our operating assets and liabilities.

Previous wording

Net cash used in operating activities was $3.2 million for the three months ended March 31, 2025, and was primarily due to our net loss of $8.5 million, adjusted for stock-based compensation expense of $1.9 million, amortization of right-of-use asset of $0.1 million, depreciation expense of $0.1 million, issuance of common stock to a consultant with a fair value of $0.2 million, change in fair values for the convertible notes payable of $1.0 million and a $2.0 million change in our operating assets and liabilities.

Current wording

Net cash used in operating activities was $11.1 million for the six months ended June 30, 2025, and was primarily due to our net loss of $83.6 million, adjusted for stock-based compensation expense of $6.3 million, amortization of right-of-use asset of $0.3 million, depreciation expense of $0.7 million, issuance of common stock to a consultant with a fair value of $0.7 million, change in fair values for the convertible notes payable of $64.7 million and a $0.2 million change in our operating assets and liabilities.

Previous wording

Net cash used in investing activities was $97.2 million for the three months ended March 31, 2026 and was comprised of purchase of short-term investments of $35.4 million, purchase of Opeongo investment of $10.0 million, cash disposed of upon deconsolidation of Skyline of $50.7 million and the purchases of machinery and equipment, vehicles and construction in progress of $6.1 million, partially offset by cash provided by acquisitions of $4.9 million.

Current wording

Net cash used in investing activities was $57.2 million for the six months ended June 30, 2026 and was comprised of purchase of short-term investments of $35.4 million, purchase of Opeongo and ENDRA investment of $14.1 million, cash disposed of upon deconsolidation of Skyline of $50.7 million and the purchases of machinery and equipment, vehicles and construction in progress of $10.2 million, partially offset by maturity of short-term investments of $47.9 million and cash provided by acquisitions of $4.9 million.

Previous wording

Net cash used in investing activities was $2.4 million for the three months ended March 31, 2025 and was comprised of the purchases of machinery and equipment, vehicles and construction in progress.

Current wording

Net cash used in investing activities was $34.1 million for the six months ended June 30, 2025 and was comprised of the purchases of machinery and equipment, vehicles and construction in progress of $4.1 million and the advancement of $30.0 million loan to Renergen prior to the close of the acquisition.

Previous wording

Net cash provided by financing activities was $43.2 million for the three months ended March 31, 2026, including $45.9 million from discontinued operations, and was comprised primarily of $0.1 million in proceeds from the issuance of notes payable, partially offset by principal payments on debt, finance leases and bank loans of $1.8 million and distribution to noncontrolling interest in VIE of $0.3 million.

Current wording

Net cash provided by financing activities was $40.7 million for the six months ended June 30, 2026, including $45.9 million from discontinued operations, and was comprised primarily of $0.1 million in proceeds from the issuance of notes payable, partially offset by principal payments on debt, finance leases and bank loans of $3.7 million, distribution to noncontrolling interest of Renergen of $1.1 million and distribution to noncontrolling interest in VIE of $0.5 million.

Previous wording

In August 2025, the Company executed a promissory note payable with a finance company to fund a general liability insurance policy for $0.2 million. The Company assumed a promissory note in connection with the acquisition of Renergen in January 2026 to fund a general liability insurance policy for approximately $1.1 million. Periodically, the Company enters into loans to purchase motor vehicles and certain equipment. For the three months ended March 31, 2026, the Company entered into new loans totaling $0.1 million. These loans are secured by the underlying assets included in property and equipment. Refer to Note 9 ("Debt") to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q for information regarding interest rates and maturities, as well as information regarding Renergen's debt obligations and QLE’s convertible notes.

Current wording

In August 2025, the Company executed a promissory note payable with a finance company to fund a general liability insurance policy for $0.2 million. The Company assumed a promissory note in connection with the acquisition of Renergen in January 2026 to fund a general liability insurance policy for approximately $1.1 million. Periodically, the Company enters into loans to purchase motor vehicles and certain equipment. For the six months ended June 30, 2026, the Company entered into new loans totaling $0.1 million. These loans are secured by the underlying assets included in property and equipment. Refer to Note 9 ("Debt") to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q for information regarding interest rates and maturities.

Previous wording

As previously discussed, we acquired Renergen (and its indirect 94.5% equity ownership in Tetra4) in January 2026, which entities are subject to certain contractual obligations and commitments discussed further below. See Note 9 "Debt" for additional information.

Current wording

As previously discussed, we acquired Renergen (and its indirect 94.5% equity ownership in Tetra4) in January 2026, which entities are subject to certain contractual obligations and commitments discussed further below. See also Note 9 "Debt" for additional information.

Previous wording

In connection with our acquisition of Renergen, we made certain commitments to the South Africa Competition Commission designed to address public interest concerns and promote historically disadvantaged persons (“HDP”) and worker ownership. These commitments to the South Africa Competition Commission include: (1) a moratorium on retrenchments of workers at Renergen’s operations for a period of two years from the merger closing date; and (2) a commitment to implement, within 12 months of the merger closing date, a trust for the benefit of qualifying workers employed by Renergen and certain HDP communities and people located within the production rights area of the Virginia Gas Project (the “HDP and Worker Trust”). Upon the effective implementation date of the HDP and Worker Trust, the HDP and Worker Trust is expected to hold an aggregate 5% of the issued shares in Tetra4 and Renergen is expected to hold 89.5% of the issued shares in Tetra4, subject to change in accordance with any capital raising activities of the Company, Renergen and/or Tetra4 following the merger closing date. In conjunction with the establishment of the HDP and Workers Trust, Tetra4 will issue an offsetting vendor financed loan to the HDP and Worker Trust. The HDP and Worker Trust will continue for the duration of the Production Right held by Tetra4, which will expire during 2042, unless extended.

Current wording

In connection with our acquisition of Renergen, we made certain commitments to the South Africa Competition Commission designed to address public interest concerns and promote historically disadvantaged persons (“HDP”) and worker ownership. These commitments to the South Africa Competition Commission include: (1) a moratorium on retrenchments of workers at Renergen’s operations for a period of two years from the merger closing date; and (2) a commitment to implement, within 12 months of the merger closing date, a trust for the benefit of qualifying workers employed by Renergen and certain HDP communities and people located within the production rights area of the Virginia Gas Project (the “HDP and Worker Trust”). Upon the effective implementation date of the HDP and Worker Trust, the HDP and Worker Trust are expected to hold an aggregate 5% of the issued shares in Tetra4 and Renergen is expected to hold 89.5% of the issued shares in Tetra4, subject to change in accordance with any capital raising activities of the Company, Renergen and/or Tetra4 following the merger closing date. In conjunction with the establishment of the HDP and Workers Trust, Tetra4 will issue an offsetting vendor financed loan to the HDP and Worker Trust. The HDP and Worker Trust will continue for the duration of the Production Right held by Tetra4, which will expire during 2042, unless extended.
Rearranged current paragraphs (11)

Current report — wording carried from elsewhere

Select information from the condensed consolidated statements of operations and comprehensive loss as of the six months ended June 30, 2026 and 2025 is as follows:

Current report — wording carried from elsewhere

The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025:

Current report — wording carried from elsewhere

We have recognized revenue of our radiopharmacies from the sale of nuclear medical doses for PET and SPECT scanning of $7.3 million and $2.3 million for the six months ended June 30, 2026 and 2025, respectively. With the acquisition of Renergen in January 2026, we recognized revenue from the sale of LNG of $1.2 million for the six months ended June 30, 2026. We also recognized $0.8 million in collaboration revenue from TerraPower for the six months ended June 30, 2026.

Current report — wording carried from elsewhere

In addition, we have recognized the related cost of revenue of our radiopharmacies and Renergen for the same periods. The cost of revenue was $6.2 million and $1.4 million for the six months ended June 30, 2026 and 2025, respectively. The increase in cost of revenue of $4.8 million was primarily due to the acquisitions of ECNP and Numed of $2.0 million and the acquisition of Renergen of $2.0 million.

Current report — wording carried from elsewhere

The following table summarizes our research and development expenses for the six months ended June 30, 2026 and 2025:

Current report — wording carried from elsewhere

an increase in contract services and consulting expenses of $2.5 million in order to optimize commercial production.

Current report — wording carried from elsewhere

an increase in personnel-related costs of $11.6 million primarily due to an increase in headcount and salaries and the acquisition of Renergen in January 2026 and ECNP in October 2025;

Current report — wording carried from elsewhere

an increase in professional fees of $9.5 million primarily due to corporate development activity and the acquisition of Renergen in January 2026 and ECNP in October 2025;

Current report — wording carried from elsewhere

an increase in facility and depreciation expenses of $4.9 million due to an increase in space dedicated to development, noncapitalized expenses and repairs and maintenance and the acquisition of Renergen in January 2026;

Current report — wording carried from elsewhere

an increase in employee travel and related expenses of $1.1 million; and

Current report — wording carried from elsewhere

an increase in other general and administrative expenses of $3.4 million, which includes expense from the acquisition of Renergen in January 2026 and ECNP in October 2025.