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 September 30, 2024 and December 31, 2023. Common stock The Company has 500,000,000 shares of common stock authorized, of which 68,409,116 and 48,923,276 shares were issued and outstanding as of September 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 September 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 . The resulting change in fair value of share liability was a gain 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 just prior to settlement in August 2023 was $ 18,125 . The resulting change in fair value of share liability was a gain of $ 31,875 for the three and nine months ended September 30, 2023 . In August 2023, the Company issued 12,500 shares of common stock to settle this share liability. 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 just prior to settlement in August 2023 was $ 145,000 . The resulting change in fair value of the share liability was a loss of $ 88,200 and a gain of $ 27,500 for the three and nine months ended September 30, 2023 , respectively. In August 2023, the Company issued 100,000 shares of common stock to settle these share liabilities. In March 2023, the Company was required to issue an aggregate of 100,000 shares of 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 just prior to settlement in August 2023 was $ 145,000 . The resulting change in fair value of the share liability was a loss of $ 88,200 and $ 51,300 for the three and nine months ended September 30, 2023 , respectively. In August 2023, the Company issued 100,000 shares of common stock to settle this share liability. 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 had 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 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 $ 95,000 as of September 30, 2023 . The resulting change in fair value of share liability was a loss of $ 38,200 and $ 29,900 for the three and nine months ended September 30, 2023, respectively. As of September 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 50,000 shares of restricted common stock pursuant to a consultant. The company determined that the fair value of this award was $ 0.62 per share for a total value of $ 30,900 . The fair value of these shares issuable was $ 47,500 as of September 30, 2023. The resulting change in fair value of share liability was a loss of $ 16,600 for the three and nine months ended September 30, 2023. As of September 30, 2023, these shares had yet to be issued however, they were settled prior to December 31, 2023. In July 2023, the Company was required to issue an aggregate of 150,000 shares of common stock to two consultants. The Company determined that the fair value of these two awards was $ 1.21 for a total value of $ 181,500 . The fair value of these shares just prior to settlement in August 2023 was $ 248,000 . The resulting change in fair value of the share liability was a loss of $ 66,500 for the three and nine months ended September 30, 2023 . In August 2023, the Company issued 150,000 shares of common stock to settle these share liabilities. In August 2023, the Company was required to issue an aggregate of 100,000 shares of common stock pursuant to a consulting agreement. The Company determined that the fair value of this award was $ 1.26 per share for a total value of $ 126,000 . The fair value of these shares just prior to settlement in August 2023 was $ 145,000 . The resulting change in fair value of share liability was a loss of $ 19,000 for the three and nine months ended September 30, 2023 . In August 2023, the Company issued 100,000 shares of common stock to settle this share liability. The Company’s non-employee board members agreed to receive the 2022 and 2023 director fees totaling $ 240,000 in shares of common stock. In August 2024, 163,632 shares of common stock were issued and the value of the fees totaling $ 165,000 is recorded as par and additional paid-in capital on the condensed consolidated balance sheet. As of September 30, 2024 , 77,626 shares have yet to be issued and the value of the fees totaling $ 75,000 is 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 common stock to a consultant. 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 issued upon settlement in September 2024 was $ 219,500 . The resulting change in fair value of share liability was a gain of $ 86,500 and a loss of $ 24,500 for the three and nine months ended September 30, 2024, respectively. 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 of share liability was a loss of $ 57,000 for the nine months ended September 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 nine months ended September 30, 2024. In July 2024, the Company issued an aggregate of 50,000 shares of common stock pursuant to a consulting agreement. The Company determined that the fair value of this award was $ 3.28 per share for a total value of $ 164,000 and recorded this amount as professional expense for the nine months ended September 30, 2024 .The fair value of these shares issued upon settlement in September 2024 was $ 109,750 . The resulting change in fair value on the share liability was a gain of $ 54,250 for the three and nine months ended September 30, 2024. Activity of the share liabilities for the nine months ended September 30, 2024 is as follows: Share Liability as of December 31, New Share Mark to Liabilities Share Liabilities as of September 30, Share liabilities originated in 2024 $ — $ 599,600 $ ( 86,750 ) $ ( 512,850 ) $ — Commission fee liability to be settled in common stock warrants — 657,871 ( 241,219 ) - 416,652 $ — $ 1,257,471 $ ( 327,969 ) $ ( 512,850 ) $ 416,652 Activity of the share liabilities for the nine months ended September 30, 2023 is as follows: Share Liability as of December 31, New Share Mark to Liabilities Share Liabilities as of September 30, Share liabilities originated in 2022 $ 140,455 $ — $ ( 46,760 ) $ ( 93,695 ) $ — Share liabilities originated in 2023 — 669,700 155,800 ( 683,000 ) 142,500 $ 140,455 $ 669,700 $ 109,040 $ ( 776,695 ) $ 142,500 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 $ 2,194,041 . In November 2024, the Company issued an additional 2,754,250 shares of common stock in a public offering at a public offering price of $ 6.75 per share for aggregate gross proceeds totaling approximately $ 18,600,000 . The estimated issuance costs, including commissions and expenses, are expected to be approximately $ 1,455,000 . Common Stock Warrants In September 2023, the Company issued warrants to purchase 3,386,076 shares of common stock. The fair value of these warrants 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 - % 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 - % The fair value of the Inducement Warrant is considered a deemed dividend and the amount is reflected in the calculation of earnings (loss) per share on a basic and diluted basis. In conjunction with the exercise of the warrant in April 2024, the Company is now obligated to issue to an underwriter, a warrant to purchase 221,519 shares of common stock (“Commission Warrant”) in addition to a cash payment totaling $ 387,658 . The Company evaluated the terms of the Commission Warrant and determined that it should be accounted for as an equity-based warrant. The fair value of the Commission Warrant was determined to be $ 657,871 and estimated based on the Black-Scholes model, using the following assumptions: Expected volatility 73.5 % Weighted-average risk-free rate 4.60 % Expected term in years 5.5 Expected dividend yield - % As of September 30, 2024, neither the cash payment nor the issuance of the Commission Warrant has been settled and therefore the cash payment due is included in accrued expenses and the fair value of the warrant is included in share liability on the consolidated balance sheet. The fair value of the Commission Warrant as of September 30, 2024 was $ 416,652 . The resulting change in fair value of share liability was a gain of $ 241,219 for the three and nine months ended September 30, 2024. In October 2024, a warrant to purchase 151,741 shares of common stock was exercised and the Company received gross proceeds of $ 299,688 . |