ASP Isotopes Inc. 8-K

What Happened

• On January 26, 2026 (reported on Form 8‑K filed Jan 30, 2026), ASP Isotopes Inc. entered into a Series Seed‑1 Preferred Stock Purchase Agreement to buy 4,356,918 shares of Opeongo, Inc.’s Series Seed‑1 Preferred Stock at $2.2952 per share (total consideration ≈ $9.999,998 million, i.e., ~$10.0M). Opeongo is a biotech company developing therapeutics that modulate the extracellular matrix (targeting fibrosis, inflammation and cancer). Opeongo adopted an amended and restated charter as part of the financing.

Key Details

• Purchase: 4,356,918 shares at $2.2952/share; aggregate ≈ $10.0M. (Agreement dated Jan 26, 2026.)
• Security rights: Series Seed‑1 Preferred is convertible into common stock (initial conversion price $2.2952) with anti‑dilution adjustments, automatic conversion triggers, no holder redemption, voting on an as‑converted basis, and certain protective veto rights in the charter.
• Governance & related parties: The investment agreements include a Voting Agreement, ROFR/Co‑Sale Agreement and Investors’ Rights Agreement. ASP executives are named parties — Paul Mann (ASP Executive Chairman & CEO) and Todd Wider (ASP director) are also directors/officers of Opeongo; the Series Seed‑1 director initially designated is Paul Mann, and Todd Wider is named as an initial board designee.
• Commercial tie‑in: ASP and Opeongo must negotiate a draft supply agreement within 30 days giving ASP a right of first offer to supply medical isotopes for any pharmaceutical product developed by Opeongo. Investors also receive ROFR/co‑sale protections and registration and information rights.

Why It Matters

• The transaction represents a strategic minority investment (~$10M) that gives ASP governance and contractual rights (board designation, veto/protective provisions, conversion and anti‑dilution protections) and a potential commercial link (right of first offer) to supply medical isotopes for Opeongo’s drug candidates. The involvement of ASP executives as Opeongo directors is disclosed and may be relevant to assessing related‑party considerations. Copies of the agreements will be filed as exhibits to ASP Isotopes’ 2025 Form 10‑K.