ASP Isotopes Inc.
For the period ended Dec 8, 2025. Filed Nov 25, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 8, 2025 · Filed Nov 25, 2025
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DEF 14A 1 aspi_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
ASP Isotopes Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
601 Pennsylvania Avenue NW
South Building, Suite 900
Washington, DC 20004
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
Dear Stockholder:
The Annual Meeting of Stockholders (the “Annual Meeting”) of ASP Isotopes Inc. (the “Company”) will be held on Thursday, December 18, 2025, at 10:00 a.m., Eastern time. The Annual Meeting will be held in a virtual format via live webcast over the Internet. You will be able to join the Annual Meeting and vote and submit your questions online during the Annual Meeting by visiting https://meetings.lumiconnect.com/200-529-383-259. We have designed the virtual Annual Meeting to ensure that stockholders are afforded the same opportunity to participate as they would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform. Reference to “in person” attendance or voting in our proxy materials refers, therefore, to attending or voting at the Annual Meeting virtually.
The Annual Meeting will take place for the following purposes:
| 1. | To elect two directors to serve as Class III directors for a three-year term until the 2028 annual meeting of stockholders and until their respective successors have been duly elected and qualified; |
| 2. | To consider and vote upon the ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| 3. | To transact such other business as may be properly brought before the Annual Meeting or any adjournment or postponement thereof. |
The foregoing items of business are more fully described in the attached proxy statement, which forms a part of this notice and is incorporated herein by reference. Our board of directors has fixed the close of business on October 27, 2025 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the proxy statement accompanying this notice and submit your proxy or voting instructions via the Internet, telephone or mail as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions in the section entitled “General Information About the Annual Meeting and Voting” beginning on page 1 of the proxy statement accompanying this notice. If you plan to attend our Annual Meeting and wish to vote your shares at the Annual Meeting, you may do so at any time before the proxy is voted.
All stockholders are cordially invited to attend the Annual Meeting.
By Order of the Board of Directors
/s/ Paul E. Mann
Paul E. Mann
Executive Chairman of the Board
Washington, DC
November 25, 2025
**Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting to be Held on December 18, 2025:As permitted by rules adopted by the United States Securities and Exchange Commission (the “SEC”), we are making this Notice of 2025 Annual Meeting of Stockholders (“Notice”), the accompanying Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”) available to stockholders electronically via the Internet atwww.astproxyportal.com/ast/27081. On or about December 1, 2025, we will mail to our stockholders the Notice, the accompanying Proxy Statement, the form of proxy, and our 2024 Annual Report.
TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 1 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 6 |
| PROPOSAL 1: ELECTION OF CLASS III DIRECTORS | 15 |
| PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 16 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 18 |
| EXECUTIVE OFFICERS | 20 |
| EXECUTIVE COMPENSATION AND OTHER INFORMATION | 21 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 28 |
| DELINQUENT SECTION 16(a) REPORTS | 29 |
| STOCKHOLDER PROPOSALS | 29 |
| STOCKHOLDERS SHARING THE SAME ADDRESS | 30 |
| OTHER MATTERS | 30 |
601 Pennsylvania Avenue NW, South Building, Suite 900
Washington, DC 20004
PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Thursday, December 18, 2025
The board of directors (the “Board”) of ASP Isotopes Inc. (the “Company” or “ASPI”) is soliciting proxies for use at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, December 18, 2025, at 10:00 a.m., Eastern time, and any postponements or adjournments thereof. The Annual Meeting will be held in a virtual format only, via live webcast over the Internet. You will be able to join the Annual Meeting and vote and submit your questions online during the Annual Meeting by visiting https://meetings.lumiconnect.com/200-529-383-259. We have designed the virtual Annual Meeting to ensure that stockholders are afforded the same opportunity to participate as they would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform. Reference to “in person” attendance or voting in our proxy materials refers, therefore, to attending or voting at the Annual Meeting virtually.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.