Financial Analysis

"11. Commitments and Contingencies Commitments Share Purchase Agreement relating to PET Labs On October 31, 2023, the Company entered into a Share Purchase Agreement with Nucleonics Imaging Proprietary Limited, a company incorporated in the Republic of South Africa (the Seller), relating to the purchase and sale of ordinary shares in the issued share capital of PET Labs. PET Labs is a South African radiopharmaceutical operations company, dedicated to nuclear medicine and the science of radiopharmaceutical production. Under the Purchase Agreement, the Company has agreed to purchase from the Seller 51 ordinary shares in the issued share capital of PET Labs (the Initial Sale Shares) (representing 51 % of the issued share capital of PET Labs) and has an option to purchase from the Seller the remaining 49 ordinary shares in the issued share capital of PET Labs (the Option Shares) (representing the remaining 49 % of the issued share capital of PET Labs). The Company agreed to pay to the Seller an aggregate of $ 2.0 million for the Initial Sale Shares, of which aggregate amount of $ 0.5 million was payable on the completion of the sale of the Initial Sale Shares and $ 1.5 million was payable on demand after one calendar year from the agreement date. In January 2024, the Company agreed to pay $ 0.3 million to the Seller. The Company paid an additional $ 0.7 million and $ 0.5 million in January 2025 and December 2025, respectively, The Initial Sale Shares have been paid in full as of …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

9. Debt Debt consisted of the following as of December 31, 2025 and 2024 (in thousands): December 31, 2025 2024 Promissory note $ 106 $ 409 Motor vehicle and equipment loans 1,949 1,971 Revolving credit facility 7,756 Secured term loans 691 Receivables financing facility (secured borrowing) 2,955 Other borrowings 899 Total debt 14,356 2,380 less current portion of debt ( 12,885 ) ( 939 ) Long term portion of debt $ 1,471 $ 1,441 There is no material covenant stated for all debt outstanding. Credit facility and term loans contain a repayment on demand clause. Management believes the carrying values of debt outstanding approximates fair value based on the interest rates and scheduled maturities applicable to the outstanding borrowings. Promissory Note Payable During 2021, the Company executed a promissory note payable with an aggregate principal balance of $ 33,500 ( 25,000 GBP). The note was due after a period of two months, followed by mutually agreed upon monthly extensions, and does not bear interest. This note was paid in full on April 2, 2025. As of December 31, 2025 and 2024 , this promissory note payable balance was $ 0 and $ 31,380 , respectively. In November 2024, the Company executed a promissory note payable with a finance company to fund its directors and officers insurance policy for $ 0.5 million. This note bears interest at an annual rate of 8.45 % with seven monthly payments beginning in December 2024 . The note was repaid in full in June 2025. In November 2023 …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following table presents revenue from continuing operations disaggregated by geography based on the Companys locations (in thousands): Year Ended December 31, Segment 2025 2024 South Africa $ 4,822 $ 4,144 Hong Kong 18,175 United States 852 Total Revenue $ 23,849 $ 4,144 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

17. Stock Compensation Plan Equity Incentive Plan In October 2021, the Company adopted the 2021 Stock Incentive Plan (2021 Plan) that provided for the issuance of common stock to employees, nonemployee directors, and consultants. Recipients of incentive stock options are eligible to purchase shares of common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The 2021 Plan provided for the grant of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock awards and stock appreciation rights. The maximum contractual term of options granted under the 2021 Plan is ten years . The maximum number of shares initially available for issuance under the 2021 Plan was 6,000,000 . No further options are available to be issued under the 2021 Plan. In November 2022, the Company adopted the 2022 Equity Incentive Plan (2022 Plan) that provides for the issuance of common stock to employees, nonemployee directors, and consultants. Recipients of incentive stock options are eligible to purchase shares of common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The 2022 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock awards and stock appreciation rights. The maximum contractual term of options granted under the 2022 Plan is ten years . The …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

4. Fair Value Measurements The Company classified its U.S. Treasury securities (Note 3) within Level 2 because their fair values are determined using alternative pricing sources or models that utilized market observable inputs. The Companys convertible notes payable (Note 9) is measured as a Level 3 fair value on a recurring basis and was $ 199.3 million and $ 33.4 million as of December 31, 2025 and 2024, respectively. The Company holds an equity investment in IsoBio. The Company previously measured the investment at cost because no observable price changes were identified. In October 2025, IsoBio completed a preferred stock financing with unrelated third-party investors. The transaction represented an observable price change for an identical or other similar equity security held by the Company. Accordingly, the Company remeasured the investment to fair value and recorded an unrealized gain of $ 0.6 million within Other income (expense). The resulting carrying value of the IsoBio investment is $ 5.6 million as of December 31, 2025. Because the valuation incorporates significant unobservable inputs, the investment is classified as a Level 3 fair value measurement. The Company holds an equity investment in a limited liability company engaged in the critical minerals space . The Company initially measured the investment at cost in October 2025. In December 2025, this company completed a financing with unrelated third-party investors. The transaction represented an observable pr …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

19. Income Taxes The components of net loss before taxes are as follows (in thousands): Year Ended December 31, 2025 2024 Domestic $ ( 157,153 ) $ ( 24,778 ) Foreign ( 2,408 ) ( 7,534 ) Total net loss before taxes $ ( 159,561 ) $ ( 32,312 ) Income tax (benefit) expense for the years ended December 31, 2025 and 2024 is comprised of the following (in thousands): December 31, 2025 2024 Current: U.S. Federal $ $ 60 State 1 Foreign 237 193 Total Current 237 254 Deferred: Foreign 45 ( 143 ) Total Deferred 45 ( 143 ) Total income tax expense (benefit) $ 282 $ 111 The effective tax rate of the Companys provision for income taxes differs from the federal statutory rate for the year ended December 31, 2025 as follows (in thousands): Year Ended December 31, 2025 Tax expense at statutory rate $ ( 33,508 ) 21.00 % Increase (decrease) in tax resulting from: Foreign tax effects: South Africa: Change in valuation allowance 4,057 ( 2.54 )% Other adjustments ( 831 ) 0.52 % Hong Kong: Fair value adjustment ( 3,644 ) 2.28 % Other adjustments 113 ( 0.07 )% Other foreign jurisdictions: Other adjustments 1,092 ( 0.68 )% Change in valuation allowance 3,919 ( 2.46 )% Nontaxable or nondeductible items: Change in fair value of convertible notes 25,981 ( 16.28 )% Other adjustments 3,142 ( 1.97 )% Other adjustments ( 39 ) 0.02 % Effective tax rate $ 282 ( 0.18 )% The effective tax rate of the Companys provision for income taxes differs from the federal statutory rate for the year ended December 31, 2024 …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

"Recently Issued Accounting Pronouncements The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any recently issued pronouncements to have a material impact on its results of operations or financial position. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (ASU 2024-03) and is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. ASU 2024-03 requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The Company is still assessing the impact of adopting this standard. In July 2025, the FASB issued ASU 2025-05, Financial InstrumentsCredit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (""ASU 2025-05"") and is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted. ASU 2025-05 provides a practical expedient that allows entities to assume that conditions existing at the balance sheet date will remain unchanged over the remaining life of current accounts receivable and contract assets arising from revenue transactions under ASC 606. Additionally, entities other than public business entities that el …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

20. Related Party Transactions Skyline, acquired in the third quarter of fiscal year 2025, has certain transactions with parties affiliated with a director and joint ventures which are investments accounted for under the equity method. The transactions with these parties continued following the acquisition date and are summarized as follows: Name of related parties Relationship with Skyline Ngo Chiu Lam Director of Skyline Kin Chiu-China Railway First Group Joint Venture An equity method investment of Skyline Kin Chiu-Glory Joint Venture An equity method investment of Skyline Kin Chiu-Geotech Joint Venture An equity method investment of Skyline Due to related parties as of December 31, 2025 and 2024 consisted of the following (in thousands): December 31, 2025 December 31, 2024 Ngo Chiu Lam $ 3,473 $ Kin Chiu-China Railway First Group Joint Venture 131 Kin Chiu-Glory Joint Venture 320 Kin Chiu-Geotech Joint Venture 238 Total due to related parties $ 4,162 $ The balances represented advances from the director and amounts due to joint ventures for operation purposes. All amounts were unsecured, interest-free and repayable on demand. Accounts receivable, net from joint ventures as of December 31, 2025 and 2024 consisted of the following (in thousands): December 31, 2025 December 31, 2024 Kin Chiu-Glory Joint Venture $ 1,553 $ Balances of contract assets, net from joint ventures as of December 31, 2025 and 2024 consisted of the following (in thousands): December 31, 2025 December …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

16. Stockholders Equity Preferred stock The Company has 10,000,000 shares of preferred stock authorized, of which no shares were issued and outstanding as of December 31, 2025 and 2024. Common stock The Company has 500,000,000 shares of common stock authorized, of which 111,677,771 and 72,068,059 shares were issued and outstanding as of December 31, 2025 and 2024 , 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 December 31, 2025. 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 $ 2.2 million. 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 $ 18.6 million. Issuance costs, including commissions and expenses totaled $ 1.5 million. In June 2025, the Company issued 7,518,797 shares of common stock at $ 6.65 per share resulting in net proceeds of approximately $ 46.8 million after deducting underwriting discounts, commissions …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

"21. Subsequent Events The Company has evaluated subsequent events through April 9, 2026, the date on which the accompanying financial statements were issued, and no other events were noted. 2022 Plan Effective on January 1, 2026, the Company added 5,583,889 shares to the 2022 Equity Incentive Plan. Renergen On January 6, 2026 , the Company completed the acquisition of Renergen and acquired all of the issued Renergen Ordinary Shares from Renergen shareholders in exchange for shares of the Company's common stock at an exchange ratio of 0.09196 shares of Company common stock for each Renergen Ordinary Share (the Consideration Shares) through the implementation of the Scheme, resulting in the issuance of an aggregate of 14,270,000 Consideration Shares. As a result of the Transaction, Renergen became a direct, wholly owned subsidiary of ASP Isotopes. In connection with the transaction, Renergen Ordinary Shares were delisted from the Johannesburg Stock Exchange (the JSE), the Australian Securities Exchange and A2X. The Company's common stock continues to be listed on The Nasdaq Capital Market and on the JSE. In addition, on the closing date, Stefano Marani, the Chief Executive Officer of Renergen, has been appointed as the President, Electronics and Space of the Company, and Nick Mitchell, the Chief Operating Officer of Renergen, has been appointed Co-Chief Operating Officer of the Company. NuMed Diagnostics, LLC (""NuMed"") Acquisition On January 22, 2026 , the Company acquired 6 …

SubsequentEventsTextBlock · excerpt; the full note is in the filing