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Form 8-K current report
ASP ISOTOPES INC.
(Incorporated in the State of Delaware,
United States of America)
(Delaware file number 6228898)
Ticker Symbol: NASDAQ: ASPI
ISIN: US00218A1051
LEI: 6488WHV94BZ496OZ3219
JSE Share Code: ISO
("ASPI" or "the Company")
FORM 8-K CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, ASPI stockholders are advised
that a Form 8-K has been filed with the U.S. Securities and Exchange Commission.
Item 1.01. Entry into a Material Definitive Agreement.
On January 26, 2026, ASP Isotopes Inc., a Delaware corporation ("ASP Isotopes" or the "Company"),
entered into a Series Seed-1 Preferred Stock Purchase Agreement (the "Purchase Agreement") with
Opeongo, Inc., a Delaware corporation ("Opeongo"), pursuant to which the Company agreed to purchase
from Opeongo 4,356,918 shares of Opeongo's Series Seed-1 Preferred Stock, $0.0001 par value per share
(the "Series Seed-1 Preferred Stock"), at a price of $2.2952 per share (the "Original Purchase
Price") of Series Seed-1 Preferred Stock (the "Opeongo Investment").
Opeongo is a biotechnology company developing novel therapeutics using extracellular matrix (ECM)
modulation to target fibrosis, inflammation, and cancer. Opeongo was co-founded by David Baram, Ph.D.
who serves as Opeongo's Chief Executive Officer and director. Dr. Baram completed his Ph.D. at the
Weizmann Institute of Science, where he worked alongside Professor Irit Sagi, Ph.D., Opeongo's co-
founder and Scientific Advisory Board Chairperson. Opeongo licensed certain patents and other intellectual
property, which was created in the course of research conducted by Dr. Sagi and certain members of her
research team at the Weizmann Institute of Science, pursuant to the License Agreement entered into with
Yeda Research and Development Company Limited, an Israeli company commercializing such intellectual
property.
Terms of Series Seed-1 Preferred Stock
In connection with the Opeongo Investment, Opeongo adopted an amended and restated certificate of
incorporation (the "Opeongo Charter"). Pursuant to the Opeongo Charter, the Company has a number of
rights as an investor, including, but not limited to, the following:
Conversion. Each share of Series Seed-1 Preferred Stock is convertible, at the option of the holder thereof,
at any time, into such number of shares of Opeongo's common stock as is determined by dividing the
applicable Original Purchase Price by the applicable conversion price in effect at the time of conversion.
The initial conversion price is $2.2952 (subject to any anti-dilution adjustments described below). The
Series Seed-1 Preferred Stock shall be automatically converted into Opeongo common stock, at the then
applicable conversion price, (i) at such date and time, or upon the occurrence of an event, specified by a
vote or written consent of the holders of at least a majority of the outstanding shares of the Series Seed-1
Preferred Stock, voting together as a single class on an as converted basis, or (ii) immediately prior to the
closing of a firm commitment underwritten public offering of shares of Opeongo common stock resulting in
at least $50 million of gross proceeds (before deduction of underwriters commissions and expenses) if in
connection with such offering the shares of Opeongo common stock are listed for trading on the Nasdaq
Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the requisite
approval of Opeongo's board of directors.
Antidilution Provisions. The conversion price of the Series Seed-1 Preferred Stock is subject to adjustment
to reduce dilution in the event that Opeongo issues additional equity securities (other than certain shares
issued to employees or directors of, or consultants to, Opeongo and other customary exclusions) at a
purchase price per share less than the then current applicable conversion price per share of the Series
Seed-1 Preferred Stock. The conversion price is also subject to proportional adjustment for stock splits,
stock dividends, recapitalizations and other transactions.
Redemption. The shares of Series Seed-1 Preferred Stock are not redeemable at the option of the holders
thereof.
Voting Rights. Holders of shares of Series Seed-1 Preferred Stock vote, on an as-if converted basis,
together with holders of shares of Opeongo common stock as a single class, except as specifically provided
in the Opeongo Charter or as otherwise required by law. Each holder of outstanding shares of Series Seed-
1 Preferred Stock is entitled to cast the number of votes equal to the number of whole shares of common
stock into which the shares of Series Seed-1 Preferred Stock held by such holder are convertible as of the
record date for determining stockholders entitled to vote on such matter. In addition, at all times when at
least 2,178,459 shares of Series Seed-1 Preferred Stock remain outstanding (subject to appropriate
adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization with
respect to the Series Seed-1 Preferred Stock), the holders of at least a majority of record of the shares of
Series Seed-1 Preferred Stock, exclusively and voting together as a separate class on an as-converted to
common stock basis, are entitled to elect and remove one (1) director of Opeongo (the "Series Seed-1
Director").
Protective Provisions. Pursuant to the Opeongo Charter, the Company has veto rights with respect to
certain major corporate actions and transactions.
Supply Agreement. Within thirty days after January 26, 2026, the Company and Opeongo are obligated, in
good faith, to negotiate and prepare a draft of a supply agreement providing the Company with a right of
first offer with respect to the supply of medical isotopes for use with any pharmaceutical product developed
by Opeongo.
Additional Contractual Rights Granted to the Company
In connection with the Investment, the Company entered into: (i) the Investors' Rights Agreement (the
"Rights Agreement"), (ii) the Right of First Refusal and Co-Sale Agreement (the "ROFR Agreement"), and
(iii) the Voting Agreement (the "Voting Agreement " and collectively with the Rights Agreement and the
ROFR Agreement, the "Opeongo Investment Agreements"). Each of the Opeongo Investment Agreements
was dated as of January 26, 2026 and entered into by and among Opeongo, the Company, Paul Mann,
Todd Wider and certain other holders of common stock of Opeongo (referred to collectively in connection
with each of the Opeongo Investment Agreements as the "Stockholders" or the "Holders").
The Opeongo stockholder parties to each such agreement included the following related parties: Paul Mann
and Todd Wider. Mr. Mann is Executive Chairman and Chief Executive Officer of the Company, and director
of Opeongo. Dr. Wider is a director of the Company and Chief Medical Officer and director of Opeongo.
Pursuant to the terms of the Voting Agreement, the Stockholders party thereto agreed to, among other
things, vote, or cause to be voted, all shares of Opeongo owned by such Stockholder in favor of the election
of the following individuals to the board of directors of Opeongo: (a) the Series Seed-1 Director, who initially
was designated as Paul Mann, provided, however, that for so long as Todd Wider is (x) employed or
otherwise engaged by Opeongo and (y) affiliated with one or more holders of Series Seed-1 Preferred
Stock, the Series Seed-1 Director shall not vote, and shall recuse himself from voting, on any matter relating
to the compensation of Todd Wider, including, without limitation, his salary, benefits, stock option grants
and other compensatory equity awards; and (b) up to four individuals designated by certain Opeongo
stockholders, who initially included the designation of Todd Wider and Opeongo's Chief Executive Officer,
David Baram.
Pursuant to the terms of the ROFR Agreement, the Holders may not sell, transfer or exchange their stock
unless the Company has an opportunity to purchase such shares or participate in the sale on a pro-rata
basis, subject to certain exceptions, terms and conditions more fully described in the ROFR Agreement.
Pursuant to the terms of the Rights Agreement, Opeongo granted certain rights, subject to the conditions
and limitations further described in the Rights Agreement, to the Holders party thereto, including demand
registration rights to all Holders party thereto, and information rights and rights of first offer to the parties
thereto with respect to future offerings of equity securities of Opeongo.
The foregoing description of the Purchase Agreement, Opeongo Charter and Opeongo Investment
Agreements does not purport to be complete and is qualified in its entirety by reference to the foregoing
documents, copies of which will be filed as exhibits to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2025.
A copy of the Form 8-K can also be found at: Inline Viewer: ASP Isotopes Inc. 8-K 2026-01-26
The Company has a primary listing on the Nasdaq and a secondary listing on the Main Board of the JSE.
2 February 2026
Sponsor
Valeo Capital Proprietary Limited
Date: 02-02-2026 08:00:00
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