ASP Isotopes Inc.

Current report

Risks Related to the ENDRA Merger

Current report

The Merger is subject to conditions, including approval by ENDRA’s stockholders, that are outside the parties’ control, and the Merger may not be completed.

Current report

The completion of the Merger is subject to the satisfaction or waiver of a number of conditions, many of which are outside the control of the parties. These conditions include, among others, the approval of the ENDRA stockholder matters 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 approximately $50 million 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. There can be no assurance that these conditions will be satisfied or waived on a timely basis, if at all, or that the Merger will be completed on the terms contemplated by the Merger Agreement or at all. Either ENDRA or Noble may terminate the Merger Agreement if the Merger has not been completed by December 24, 2026, or upon the occurrence of certain other events, including the failure of ENDRA’s stockholders to approve the ENDRA stockholder matters.

Current report

If the Merger is not completed, the Company’s and Renergen’s respective businesses may be adversely affected, and each will be subject to a number of risks, including that the parties will have incurred significant costs that must be paid regardless of whether the Merger is completed and that management’s attention will have been diverted from ongoing business operations. In addition, the announcement and pendency of the Merger, whether or not it is completed, may have an adverse effect on business relationships, operating results and businesses generally. Uncertainty about the effect of the Merger on employees, customers, offtakers, suppliers, lenders and other third parties may impair the parties’ ability to attract, retain and motivate key personnel, to maintain relationships with customers and financing sources, and to pursue their respective business strategies.

Current report

The anticipated benefits of the Merger may not be realized, or may take longer to realize than expected.

Current report

The Company, Noble and ENDRA entered into the Merger Agreement with the expectation that the Merger will result in Noble Africa Inc., including Renergen’s operations (the “Combined Company”), having access to the U.S. public capital markets. However, even if the Merger is completed, there can be no assurance that the anticipated benefits of the Merger will be realized fully, or at all, or that they will be realized within the expected time frame. The Combined Company may fail to realize the anticipated benefits of the Merger for a variety of reasons, including, among others, difficulties with the timely and cost-effective integration of operations, failure to retain key employees, inability to maintain relationships with customers and other business partners, the incurrence of unanticipated costs or liabilities, and the effects of competitive and general economic factors. In addition, the Combined Company will be subject to the risks and uncertainties associated with Renergen’s business, including the risks related to the successful development of Phase 2 of the Virginia Gas Project, the ability to obtain required financing, the ability to obtain or maintain regulatory approvals and permits, exposure to commodity price fluctuations, and the economic, political and regulatory conditions in South Africa. Upon the closing of the Merger, we expect to own approximately 89% of the Combined Company, after giving effect to the private placement financing that is expected to close immediately prior to completion of the Merger, and if the anticipated benefits of the Merger are not realized, or are delayed, the business, financial condition and results of operations of our company could be adversely affected.

Current report

During the six months ended June 30, 2026, the following directors adopted trading arrangements intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act:

Current report

On June 30, 2026, Michael Gorley, a member of the Company’s board of directors, adopted a Rule 10b5-1 trading arrangement for the sale of up to 23,756 shares of the Company's common stock. The trading arrangement is scheduled to expire on December 18, 2026.

Current report

On June 30, 2026, Robert Ryan, a member of the Company’s board of directors, adopted a Rule 10b5-1 trading arrangement for the sale of up to 18,274 shares of the Company's common stock. The trading arrangement is scheduled to expire on December 18, 2026.