{"filing":{"accession_number":"0001477932-26-004020","cik":"0001921865","ticker":"ASPI","company_name":"ASP Isotopes Inc.","form":"8-K","filing_date":"2026-06-25","report_date":null,"primary_document":"aspi_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1921865/000147793226004020/aspi_8k.htm"},"events":[{"id":14036,"run_id":12478,"accession_number":"0001477932-26-004020","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"ASP Isotopes Inc. entered into an Agreement and Plan of Merger on June 25, 2026, whereby a subsidiary of ENDRA Life Sciences Inc. will merge with and into Noble Africa LLC (a subsidiary of ASPI), with the transaction constituting a material acquisition and change of control. ASPI shareholders will receive Class A and Class B Common Stock of the renamed entity, and ASPI's equity interest in Renergen will be contributed to Noble in exchange for 55.5 million Class B Units, with the transaction including a $50 million capital raise and requiring stockholder approval.","company_name":"ASP Isotopes Inc.","ticker":"ASPI","filing_date":"2026-06-25","form":"8-K","submitted_at":null,"items":[{"id":11355,"accession_number":"0001477932-26-004020","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"ASP Isotopes Inc. entered into an Agreement and Plan of Merger on June 25, 2026, whereby Merger Sub (a subsidiary of ENDRA Life Sciences Inc.) will merge with and into Noble Africa LLC (a subsidiary of ASPI), with Noble surviving as a direct wholly-owned subsidiary of ENDRA. This constitutes a material acquisition and change of control transaction, with ASPI shareholders receiving Class A and Class B Common Stock of the renamed entity (Noble Africa Inc.), and ASPI's equity interest in Renergen being contributed to Noble in exchange for 55.5 million Class B Units. The transaction includes a $50 million capital raise and requires stockholder approval, making it a material M\u0026A event under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:26:48.591459+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11357,"accession_number":"0001477932-26-004020","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 7.01 disclosure announces execution of a Merger Agreement and Subscription Agreements between ASP Isotopes Inc. and ENDRA, with a joint press release furnished as Exhibit 99.2. This constitutes entry into a material acquisition or merger transaction. The supporting exhibits (including an amended certificate of incorporation for ENDRA and investor presentation) confirm the structural significance of the transaction, making this a clear ma_activity event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:26:48.591459+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11358,"accession_number":"0001477932-26-004020","item_number":"8.01","item_title":"Other Information.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The Item 8.01 disclosure describes a proposed merger transaction between ENDRA Life Sciences Inc. and Renergen (a South African energy company), with Noble Africa Inc. as an intermediary entity. The filing explicitly references \"the proposed Merger and related transactions,\" financing arrangements, stockholder approval requirements, and a Form S-4 registration statement to be filed. This constitutes material M\u0026A activity involving a change of control and combination of two operating companies, even though disclosed under Item 8.01 rather than the typical Item 1.01 or 2.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:26:48.591459+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":14037,"run_id":12478,"accession_number":"0001477932-26-004020","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"ASP Isotopes Inc. is conducting an unregistered sale of equity securities (Units and Pre-Funded Warrants) under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, with Class A Units to be issued upon exercise of Pre-Funded Warrants, representing a dilutive equity issuance to raise capital as part of the merger transaction.","company_name":"ASP Isotopes Inc.","ticker":"ASPI","filing_date":"2026-06-25","form":"8-K","submitted_at":null,"items":[{"id":11356,"accession_number":"0001477932-26-004020","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered sale of equity securities (Units and Pre-Funded Warrants) under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, which are classic private placement exemptions. The filing references Subscription Agreements and notes that Class A Units will be issued upon exercise of Pre-Funded Warrants, indicating a dilutive equity issuance to raise capital. This is a material event for investors assessing ownership dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:26:48.591459+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":11355,"accession_number":"0001477932-26-004020","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"ASP Isotopes Inc. entered into an Agreement and Plan of Merger on June 25, 2026, whereby Merger Sub (a subsidiary of ENDRA Life Sciences Inc.) will merge with and into Noble Africa LLC (a subsidiary of ASPI), with Noble surviving as a direct wholly-owned subsidiary of ENDRA. This constitutes a material acquisition and change of control transaction, with ASPI shareholders receiving Class A and Class B Common Stock of the renamed entity (Noble Africa Inc.), and ASPI's equity interest in Renergen being contributed to Noble in exchange for 55.5 million Class B Units. The transaction includes a $50 million capital raise and requires stockholder approval, making it a material M\u0026A event under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:26:48.591459+00:00","company_name":"ASP Isotopes Inc.","ticker":"ASPI","filing_date":"2026-06-25"},{"id":11356,"accession_number":"0001477932-26-004020","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses an unregistered sale of equity securities (Units and Pre-Funded Warrants) under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, which are classic private placement exemptions. The filing references Subscription Agreements and notes that Class A Units will be issued upon exercise of Pre-Funded Warrants, indicating a dilutive equity issuance to raise capital. This is a material event for investors assessing ownership dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:26:48.591459+00:00","company_name":"ASP Isotopes Inc.","ticker":"ASPI","filing_date":"2026-06-25"},{"id":11357,"accession_number":"0001477932-26-004020","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 7.01 disclosure announces execution of a Merger Agreement and Subscription Agreements between ASP Isotopes Inc. and ENDRA, with a joint press release furnished as Exhibit 99.2. This constitutes entry into a material acquisition or merger transaction. The supporting exhibits (including an amended certificate of incorporation for ENDRA and investor presentation) confirm the structural significance of the transaction, making this a clear ma_activity event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:26:48.591459+00:00","company_name":"ASP Isotopes Inc.","ticker":"ASPI","filing_date":"2026-06-25"},{"id":11358,"accession_number":"0001477932-26-004020","item_number":"8.01","item_title":"Other Information.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The Item 8.01 disclosure describes a proposed merger transaction between ENDRA Life Sciences Inc. and Renergen (a South African energy company), with Noble Africa Inc. as an intermediary entity. The filing explicitly references \"the proposed Merger and related transactions,\" financing arrangements, stockholder approval requirements, and a Form S-4 registration statement to be filed. This constitutes material M\u0026A activity involving a change of control and combination of two operating companies, even though disclosed under Item 8.01 rather than the typical Item 1.01 or 2.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T21:26:48.591459+00:00","company_name":"ASP Isotopes Inc.","ticker":"ASPI","filing_date":"2026-06-25"}]}