Stockholders Equity

6 Months Ended

Jun. 30, 2024

Stockholders Equity

Stockholders' Equity

12. Stockholders’ Equity

Preferred stock

ASP Isotopes Inc. has 10,000,000 shares of preferred stock authorized, of which no shares were issued and outstanding as of June 30, 2024 and December 31, 2023.

Common stock

The Company has 500,000,000 shares of common stock authorized, of which 52,132,833 and 48,923,276 shares were issued and outstanding as of June 30, 2024 and December 31, 2023, respectively. Common stockholders are entitled to one vote for each share of outstanding common stock held at all meetings of stockholders and written actions in lieu of meetings. Common stockholders are entitled to receive dividends for each share of outstanding common stock, if and when declared by the Board. No dividends have been declared or paid by the Company through June 30, 2024.

As of December 31, 2022, the Company owed a placement agent, as amended, 57,250 shares and the fair value was $90,455. The fair value of the 57,250 shares issuable to the placement agent just prior to settlement in March 2023 was $75,570, resulting in a change in fair value of share liability of $14,885 for the three months ended March 31, 2023. In March 2023, the Company settled this share liability by issuing the 57,250 shares of common stock.

In November 2022, the Company was required to issue shares of common stock with a then fair value totaling $50,000 to a consultant. The fair value of the 12,500 shares as of March 31, 2023 was $50,000.  There was no change in fair value for this award for the three and six months ended June 30, 2023. The fair value of the 12,500 shares issued in August 2023 was $18,125.

In February 2023, the Company was required to issue an aggregate of 100,000 shares of common stock to two consultants. The Company determined that the fair value of these two awards was $1.55 and $1.90 per share, respectively, for a total value of $172,500. The fair value of these shares as of June 30, 2023 to the two consultants was $56,800.  The resulting change in fair value loss of the share liability was $28,600 and $115,700 for the three and six months ended June 30, 2023, respectively. The fair value of these shares issued in August 2023 to the two consultants was $145,000.  

In March 2023, the Company was required to issue an aggregate of 100,000 shares of restricted common stock pursuant to a settlement agreement that vests immediately. The Company determined that the fair value of this award was $0.94 per share for a total value of $93,700. The fair value of these shares as of June 30, 2023 was $56,800. The resulting change in fair value loss of the share liability was $28,600 and $36,900 for the three and six months ended June 30, 2023. The fair value of these shares issued in August 2023 was $145,000.

In March 2023, an officer and scientific advisor of the Company exchanged an aggregate of 3,000,000 shares of ASP Isotopes Inc. common stock for 2,500 shares of Enlighted Isotopes convertible preferred stock. In conjunction with the exchange, Enlightened Isotopes transferred the common shares of ASP Isotopes Inc. to ASP Isotopes and then ASP Isotopes immediately cancelled all 3,000,000 shares. The Company will report the non-controlling interest of future net income or loss on the consolidated balance sheet and statement of operations and comprehensive loss.  As of December 31, 2023, negligible activity has been recorded for Enlightened Isotopes. Activities for Enlightened Isotopes began in 2024.

In May 2023, the Company was required to issue an aggregate of 100,000 shares of restricted common stock pursuant to a consulting agreement. The Company determined that the fair value of this award was $0.65 per share for a total value of $65,100. The fair value of these shares issuable to the consultant was $56,800 as of June 30, 2023 resulting in a change in fair value loss of share liability of $8,300 for the three and six months ended June 30, 2023. As of June 30, 2023, these shares had yet to be issued, however, they were settled prior to December 31, 2023.

In May 2023, the Company was required to issue an aggregate of 300,000 shares of restricted common stock to an employee. The Company determined that the fair value of this award was $0.55 per share for a total value of $165,000. The fair value of these shares issuable to the employee was $170,400 as of June 30, 2023 resulting in a change in fair value gain of share liability of $5,400 for the three and six months ended June 30, 2023. As of June 30, 2023, these shares had yet to be issued, however, they were settled prior to December 31, 2023. 

The Company’s non-employee board members agreed to receive the 2022 and 2023 cash director fees totaling $240,000 in shares of common stock. As of June 30, 2024, these shares had yet to be issued, however, the value of the fees is now recorded as additional paid-in capital on the condensed consolidated balance sheet.

In March 2023, the Company issued 3,164,557 shares of the Company’s common stock at a purchase price of $1.58 per share and warrants to purchase up to an aggregate of 3,164,557 shares of its common stock with an exercise price of $1.75 per share for gross proceeds of $5,000,000. The Company incurred $506,390 in cash issuance costs and issued warrants to purchase up to an aggregate of 221,519 shares of common stock with an exercise price of $1.975 per share to the placement agent with an initial fair value of $179,116.

In October 2023, the Company entered into Securities Purchase Agreements with certain institutional and other accredited investors and certain directors of the Company to issue and sell an aggregate of 9,952,510 shares of the Company’s common stock, for aggregate cash consideration of $9,129,495, as follows: (i) 8,459,093 shares to investors at a purchase price per share of $0.9105, (ii) 1,190,239 shares to investors at a purchase price per share of $0.9548, and (iii) 303,178 shares to directors at a purchase price per share of $0.96. The Company incurred issuance costs equivalent to 5% of the gross proceeds from new investors which was settled in stock through the issuance of 472,582 shares to the placement agent and additional cash issuance costs totaling $57,083.

In January 2024, the Company was required to issue an aggregate of 100,000 shares of restricted common stock to a consultant that vests immediately. The Company determined that the fair value of this award was $1.95 per share for a total value of $195,000. The fair value of these shares as of June 30, 2024 was $306,000. The resulting change in fair value (loss) gain of the share liability was ($107,000) and $111,000 for the three and six months ended June 30, 2024.  These shares have not yet been issued as of June 30, 2024.

 In April 2024, the Company was required to issue an aggregate of 60,000 shares of common stock pursuant to a consulting agreement. The Company determined that the fair value of this award was $4.01 per share for a total value of $240,600 and recorded this as professional expense. The fair value of these shares issued upon settlement in June 2024 was $183,600. The resulting change in fair value loss of the share liability was $57,000 for the six months ended June 30, 2024.

In June 2024, the Company issued an aggregate of 60,000 shares of common stock pursuant to a consulting agreement.  The Company determined that the fair value of this award was $3.06 per share for a total value of $183,600 and recorded this amount as professional expense for the six months ended June 30, 2024.

Activity of the share liabilities for the six months ended June 30, 2024 is as follows:

	Share Liability as of December 31, 2023		New Share Liabilities in 2024		Mark to Market Adjustments in 2024		Liabilities Settled in 2024			Share Liabilities as of June 30, 2024
Share liabilities originated in 2024	$	-	$	435,600	$	54,000	$	(183,600	)	$	306,000

Activity of the share liabilities for the six months ended June 30, 2023 is as follows:

	Share Liability as of December 31, 2022		New Share Liabilities in 2023		Mark to Market Adjustments in 2023			Liabilities Settled in 2023			Share Liabilities as of June 30, 2023
Share liabilities originated in 2022	$	140,455	$	-	$	(14,885	)	$	(75,570	)	$	50,000
Share liabilities originated in 2023		-		496,300		(155,500	)		-			340,800
	$	140,455	$	496,300	$	(170,385	)	$	(75,570	)	$	390,800

In July 2024, the Company issued 13,800,000 shares of common stock in a public offering at a public offering price of $2.50 per share for aggregate gross proceeds totaling $34,500,000. Issuance costs, including commissions and expenses totaled $2,247,500. Prior to June 30, 2024, the Company recorded deferred issuance costs related to this offering on the condensed consolidated balance sheet totaling $45,000.

Common Stock Warrants

The fair value of the warrants to purchase 3,386,076 shares of common stock issued in the three months ended March 31, 2023 was determined to be $2,882,621 and estimated based on the Black-Scholes model, using the following assumptions:

Expected volatility	60.3	%
Weighted-average risk-free rate	3.44	%
Expected term in years	5.5
Expected dividend yield	0	%

In April 2024, a warrant to purchase 3,164,557 shares of common stock was exercised and the Company received gross proceeds of $5,537,975. As an inducement for the warrant holder to exercise in cash, a warrant to purchase 1,225,000 shares of common stock at an exercise price of $3.90 per share was issued to that same warrant holder for no consideration (“Inducement Warrant”). The Inducement Warrant vests in October 2024 and expires in October 2029. The Company evaluated the terms of the Inducement Warrant and determined that it should be accounted for as an equity based warrant. The Company also evaluated the circumstances of the award and determined that the inducement should be treated as a deemed dividend.

The fair value of the Inducement Warrant was determined to be $2,779,659 and estimated based on the Black-Scholes model, using the following assumptions: 

Expected volatility	73.5	%
Weighted-average risk-free rate	4.37	%
Expected term in years	5.5
Expected dividend yield	0	%

The fair value of the Inducement Warrant is considered the deemed dividend and is removed from net loss for the purpose of determining the earnings per share on a basic and fully diluted basis.